may be required by the Contract Documents. In the event that the Purchase Agreement is terminated pursuant to Article 14, below, all guaranties and warranties for Goods for which Supplier has achieved Completed Delivery or that are in the process of preparation or delivery and are specially requested and accepted by District for delivery following such termination shall be promptly delivered to District, which delivery shall be considered a condition precedent to payment for such Goods.
5.5.5. Acceptance of Nonconforming Work. Notwithstanding any other provisions of the Contract Documents to the contrary, District shall have the option, exercised in its sole and absolute discretion in the event that Supplier fails after notice to remedy Defective Goods, and in lieu of correcting the Defective Goods itself, to effect a reduction in the Purchase Price to reflect the reduced value of performance received by District. District’s exercise of such option shall not be implied from any act or omission by District. If there are no remaining payments of the Purchase Price to be made to Supplier, or if the remaining payments and retention are insufficient to cover the amount of the reduction of the Purchase Price, Supplier shall promptly pay to District the amount of any such deficiency.
5.6. TAXES
5.6.1. General. The Purchase Price includes and the Supplier shall pay all local, state and federal taxes, including, without limitation, all sales, consumer, business license, operations, excise, transaction, use and similar taxes on or related to the Goods or portions thereof, and all benefits, insurance, taxes and contributions for social security and unemployment insurance which are measured by wages, salaries or other remuneration paid to employees.
5.6.2. Tax Exempt Status. If purchase of the Goods is tax-exempt, then Supplier shall comply with Applicable Laws concerning tax-exempt transactions or projects.
5.6.3. Documentation of Tax Exempt Status. If under federal excise tax law any transaction hereunder constitutes a sale on which a federal excise tax is imposed, and the sale is exempt from such excise tax because it is a sale to a state or local government for its exclusive use, then District, upon request, will execute documents necessary to show: (1) that District is a political subdivision of the State for the purposes of such exemption; and (2) that the sale is for the exclusive use of District. No such exempted excise tax shall be included in any price (including, without limitation, the Bid) submitted by Supplier.
5.6.4. Records of Taxes. Supplier and the Sub-Suppliers shall keep sufficient records to verify the amount of sales and use taxes paid. Failure by Supplier to keep or submit such records, resulting in the inability of District to claim a refund for taxes for such materials, shall entitle District to recover from Supplier the amount of such tax refund.
5.7. APPLICABLE LAWS
5.7.1. Applicable Laws. Supplier shall comply with, and give notices required by, Applicable Laws applicable to Supplier’s performance.
5.7.2. Notice of Violations. Supplier shall immediately notify District and in writing of any instruction received from District, College Project Director, a Design Consultant, a District Consultant, a Separate Contractor or any other person or entity that, if implemented, would cause a violation of any Applicable Law. If Supplier fails to provide such notice, then District shall be entitled to assume that such instruction is in compliance with Applicable Laws.
5.8. KEY PERSONNEL
Supplier, during the Contract Term, shall make available to the District Key Personnel for effective communication between the District and Supplier in regards to all Orders and problem resolution.
5.9. SUBMITTALS
5.9.1. Not Contract Documents. Shop Drawings, Product Data, Samples and other Submittals are not Contract Documents. Their purpose is to demonstrate for those portions of the Goods for which Submittals are required the way Supplier proposes to conform to the designs and other information in the Contract Documents. Review of District-wide Procurement Purchase Agreement
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Submittals on behalf of District by the Design Consultants, District Consultants and College Project Director is subject to the limitations of Paragraph 5.9.5 and Paragraph 5.9.6, below.
5.9.2. Supplier Approval. Supplier shall review, stamp "approved" and submit all Submittals to the College Project Director. Supplier's approval and submission of Submittals constitutes a representation that Supplier has checked and coordinated the information contained within such Submittals with the requirements of the Contract Documents and with other related Submittals. Submittals without evidence thereon of Supplier’s approval shall be returned, without further consideration, for resubmission in accordance with these requirements. Supplier shall cooperate in the coordination of its Shop Drawings, Product Data, Samples and other Submittals with related documents submitted by Separate Contractors. Submittals made by Supplier which are not required by the Contract Documents may be returned without action.
5.9.3. Submission to College Project Director. All Shop Drawings, Product Data, Samples and other Submittals shall be submitted to the College Project Director. Submittals shall be prepared in accordance with the CADD Drafting Manual. Submittals shall be submitted allowing such time as may be specified in the Contract Documents to allow review without causing Delay to Supplier’s performance. Except where the preparation of a Submittal is dependent upon the approval of a prior Submittal, all Submittals pertaining to the same class or portion of the Goods shall be submitted simultaneously. Supplier is responsible to pay, at Supplier’s Own Expense, additional services fees and costs incurred by District to a Design Consultant, College Project Director or a District Consultant in order to expedite review of Submittals which are not submitted in a timely fashion. Submittals shall consist of the appropriate combination of catalog sheets, material lists, manufacturer’s brochures, technical bulletins, specifications, diagrams or product samples, necessary to describe a system, product or item. Submittals shall show in detail the size, sections and dimensions of the Goods; the arrangement and construction of all connections, joints and other pertinent details; and all holes, straps and other fittings for attaching the Goods. When required by the Contract Documents, supporting computations shall be submitted. All Submittals shall be accompanied by an accurately completed transmittal in the form required by District.
The transmittal shall give a list of the numbers of the sheets submitted. All sheets shall be marked with the name of the Purchase Agreement and the name of Supplier shall be numbered consecutively. A separate transmittal form shall be used for each specific item or class of material or equipment for which a Submittal is required. Transmission of Submittals of various items using a single transmittal form will be permitted only when the items taken together constitute a manufacturer's "package" or are so functionally related that expediency dictates review of the group or package as a whole. Any Submittal not accompanied by such transmittal form, or where all applicable items on the form are not completed, will be returned for re-submittal without review. Supplier shall deliver duplicates of Submittals to all other persons whose work or performance is dependent thereon.
5.9.4. Delivery of Goods. Supplier shall deliver no portion of the Goods requiring submittal and review of Shop Drawings, Product Data, Samples or other Submittals until the respective Submittal has been approved in the manner required by the Contract Documents. Such Goods shall be in accordance with approved Submittals.
5.9.5. Supplier Representations. By approving and submitting Shop Drawings, Product Data, Samples and other Submittals, Supplier represents that Supplier has checked and coordinated the information contained within such Submittals with the requirements of the Contract Documents.
5.9.6. Supplier Responsibility. Supplier is, notwithstanding any review or approval thereof by College Project Director, Design Consultants or District Consultants acting on behalf of District, solely responsible for the content of all Shop Drawings, Product Data, Samples and other Submittals. Without limitation to the foregoing, deviations in Submittals from requirements of the Contract Documents shall remain the sole responsibility of Supplier unless Supplier has specifically informed District in writing of such deviation at the time of submission of the Submittal and the College Project Director has approved thereof.
5.9.7. Notation of Revisions. Supplier shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data, Samples or other Submittals, to revisions other than those requested of Supplier on previous Submittals.
5.9.8. Informational Submittals. Informational submittals upon which responsive action is not expected may be so identified in the Contract Documents.
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5.9.9. Additional Compensation. Subject to Supplier’s rights and obligations under Article 9, below, revisions indicated on Shop Drawings, Product Data, Samples or other Submittals shall not be considered as a basis for additional compensation or extension to any Delivery Date.
5.10. CLEANING UP
5.10.1. Supplier Responsibility. Supplier at all times shall keep the Site free from debris such as waste, rubbish and excess materials and equipment caused by Supplier’s activities or the activities of its Sub-Suppliers.
Supplier shall not leave debris under, on or about the Site but shall promptly remove same to a location located off-Site.
Refuse generated by Supplier shall be reclaimed and recycled as required by the terms of the Contract Documents.
Supplier shall not deposit refuse in the trash containers located on the Site for use by District, College or their employees, staff or students or provided by Separate Contractors for use in connection with the performance of other work on the Site.
5.10.2. Cleanup by District. If Supplier fails to clean up as provided in the Contract Documents, the District may arrange to do so, and the cost thereof shall be charged to Supplier or, at District's option, may be withheld from payments due to Supplier.
5.11. ACCESS BY DISTRICT
5.11.1. By District. District, Program Manager, College Project Director, Design Consultants and District Consultants, and their representatives, and such other persons as authorized by District or the College Project Director, shall at all times have access to inspect the Goods, either in preparation or in progress and whether located on-Site or off-Site at plants, manufacturing facilities or warehouse facilities. Supplier shall provide safe and proper facilities for such access so that such inspections may be performed safely.
5.11.2. By Separate Contractors, District’s Forces. Supplier shall cooperate with District, the District's forces and Separate Contractors and not interfere with other work being done by them or on their behalf on a Site.
5.11.3. DELIVERY ROUTES. Supplier shall arrange for delivery of goods over routes designated by the college project director or other District representatives.
5.12. ROYALTIES AND PATENTS
Supplier shall pay all royalties and license fees associated with the furnishing the Goods. Supplier shall upon written request by District defend suits or claims for infringement of copyright, trademark, patent rights or trade secret violation and shall indemnify and hold District, Program Manager, College Project Director, Design Consultants, Separate Contractors, District Consultants and the other Indemnitees harmless from Loss on account thereof; provided, however, that such obligation by Supplier to defend and indemnify shall not apply if such infringement is the result of or caused by the modification or alteration of the Goods from their condition at the point of Completed Delivery by District, College Project Director, or their contractors, consultants, employees, agents, or volunteers. If Supplier has reason to believe that the furnishing of the Goods is an infringement of a patent, Supplier shall promptly notify the College Project Director.
Without limitation to any of District’s other rights or remedies, should the Goods, or any portion thereof, become or be likely to become the subject of a claim of infringement or violation of a copyright, trademark, patent rights or trade secret, Supplier may, at Supplier’s Own Expense, either procure for District the right to continue using the Goods or replace the portion of the Goods with a substitute product, material or item that District determines, in the exercise of its sole discretion, is equal to the Goods required and that is non-infringing.
5.13. INDEMNIFICATION
5.13.1. General Indemnity. To the fullest extent permitted by law, Supplier agrees upon written demand by District to indemnify, defend and hold harmless, District, Board of Trustees, District’s Colleges, and each of their members, officers, employees, agents, and insurers ("Indemnitee(s)"), through legal counsel reasonably acceptable to District, from any and all Losses, regardless of whether caused in part by the acts or omissions of such Indemnitee, arising out of or relating to any of the following: (1) any act or omission of Supplier or any Sub-Supplier, of any Tier; (2) the activities of Supplier or any Sub-Supplier, of any Tier, related to performance of the obligations under the Contract District-wide Procurement Purchase Agreement
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Documents or related to the preparation for performance of under the Contract Documents; (3) the payment or nonpayment of any Sub-Supplier, of any Tier, for the Goods; (4) the existence of any Hazardous Substances on a Site as a result of Supplier’s or a Sub-Supplier’s, of any Tier, failure to comply with the requirements of the Contract Documents; or (5) the infringement or violation by Supplier or a Sub-Supplier of any Tier, of any patent, copyright, trademark or trade secret as provided in Paragraph 5.12, above; provided, however, that nothing contained herein shall be construed as obligating Supplier to indemnify an Indemnitee for Losses resulting from that Indemnitee's sole negligence, that Indemnitee’s active negligence or that Indemnitee’s willful misconduct, where such sole negligence, active negligence or willful misconduct has been determined by agreement of Supplier and that Indemnitee or has been adjudged by the findings of a court of competent jurisdiction. In instances where an Indemnitee’s active negligence or willful misconduct counts for only a percentage of the Loss involved, the obligation of Supplier will be for that portion of the Loss not due to that Indemnitee’s active negligence or willful misconduct.
5.13.2. Insurance, Employment Benefits. The indemnification, defense and hold harmless obligations of Supplier under this Paragraph 5.13, as well as any such obligations stated elsewhere in the Contract Documents: (1) shall not be limited by the amounts or types of insurance (or the deductibles or self-insured retention amounts of such insurance) which Supplier or any Sub-Supplier is required to carry under the terms of the Contract Documents or that is provided by District; (2) are independent of and in addition to the Indemnitees’ rights under the insurance to be provided by Supplier or any Sub-Supplier; and (3) shall not be limited, in the event of a claim against an Indemnitee by an employee of Supplier, a Sub-Supplier, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, by a limitation on amount or type of damages, compensation or benefits payable by or for Supplier or Sub-Supplier under any worker’s compensation act, disability benefit act or other employee benefit program.
5.13.3. Implied Indemnity Rights. Notwithstanding anything stated in this Paragraph 5.13 or elsewhere in the Contract Documents to the contrary, an Indemnitee’s right to seek equitable indemnity and contribution from Supplier is in no way diminished or precluded by any agreement by Supplier to provide express contractual indemnity to such Indemnitee. Supplier’s obligations under this Paragraph 5.13 shall be deemed to completely eliminate and preclude any right by Supplier to seek contractual or equitable indemnity or contribution from any Indemnitee for any Loss covered by Supplier’s express indemnification obligations under this Paragraph 5.13.
5.13.4. Obligation to Defend. Supplier’s obligation to defend under this Paragraph 5.13 includes, without limitation, the obligation to immediately reimburse an Indemnitee for any attorney’s fees, court costs (statutory and nonstatutory), arbitration and mediation expenses, professional, expert and consultant fees, investigative costs, postage costs, document copying costs, telecopy costs and any and all other costs and expenses associated with defense of such Indemnitee as and when incurred by any Indemnitee in defense of a claim by any third person or entity as a result of Supplier’s failure or refusal to comply with its immediate defense obligation to such Indemnitee. Nothing stated in this Paragraph 5.13 or elsewhere in the Contract Documents shall be interpreted as providing or implying that the obligation of Supplier to defend an Indemnitee against an alleged Loss that is within the scope of Supplier’s indemnification obligation under Paragraph 5.15 or under any other provision of the Contract Documents is to any extent released, excused, limited or relieved by a finding, determination, award or judgment by a court or arbitrator that the alleged Loss was due to circumstances not within the scope of such indemnification obligation.
5.13.5. Sub-Supplier Indemnity Agreements. Supplier agrees to obtain or cause to be obtained executed defense and indemnity agreements with provisions identical to those set forth in this Paragraph 5.13 from each and every Sub-Supplier, of every Tier. In the event Supplier fails to do so, Supplier agrees to be fully responsible to provide such defense and indemnification according to the terms of this Paragraph 5.13.
ARTICLE 6
ADMINISTRATION
6.1. DESIGN CONSULTANTS, DISTRICT CONSULTANTS
Notwithstanding anything else set forth in the Contract Documents, Design Consultants and District Consultants do not have authority to: (1) obligate or commit District to any payment of money; (2) obligate District to any additional compensation or extensions of any Delivery Date; (3) relieve Supplier of any of its obligations under the Contract Documents; (4) approve or order any Goods; (5) accept any Goods; or (6) stop the performance of Supplier or terminate an Order or the Purchase Agreement. District may, in its sole discretion, substitute another person or entity, or add District-wide Procurement Purchase Agreement
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persons or entities, to perform the functions of the Design Consultant or to exercise some or all of the authority of the Design Consultant provided for in the Contract Documents. All rights and authority conferred upon the Design Consultant and District Consultants constitute rights that District may, in its discretion, directly exercise on its own behalf.
6.2. COLLEGE PROJECT DIRECTOR
The College Project Director has the authority to act and communicate on behalf of District in respect to all matters involving performance by Supplier; provided, however, and notwithstanding anything else set forth in the Contract Documents, that the College Project Director does not have authority, whether by its approval, decisions, certification or other actions, to: (1) obligate or commit District to any payment of money; (2) obligate District to any additional compensation or extension to any Delivery Date; (3) relieve Supplier of any of its obligations or liabilities under the Contract Documents (including, without limitation, obligations and liabilities relating to Defective Goods, whether or not such Goods have been specifically approved by College Project Director); (4) make decisions on Claims; or (5) act or communicate on behalf of any College other than the College on whose behalf the College Project Director has been retained. District may, in its sole discretion, substitute another person or entity, or add persons or entities, to perform the functions of the College Project Director or to exercise some or all of the authority of the College Project Director provided for in the Contract Documents. All rights and authority conferred upon the College Project Director constitute rights that District may, in its discretion, directly exercise on its own behalf.
6.3. ADMINISTRATION
6.3.1. Observations. District, Design Consultants, Separate Contractors, Program Manager, College Project Director and District Consultants may observe the performance by Supplier or its Sub-Suppliers. Such observations shall not constitute inspection or acceptance of the Goods and shall be separate from any inspections which may be provided by others.
6.3.2. Communications Facilitating Administration. Supplier shall communicate with District and its College Project Director, Program Manager, Design Consultants, District Consultants and Separate Contractors through District.
Supplier shall not rely on oral communications.
6.3.3. Review of Invoices. District will review and certify all Invoices for Payment to Supplier.
6.3.4. Rejection of the Goods. District will have authority to reject any portion of the Goods which does not conform to the Contract Documents and to require additional inspection or testing of the Goods in accordance with Article 11, below, whether or not such Goods are fabricated, installed or completed. Neither the authority to act under this Paragraph 6.3.4 nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility to Supplier, the Sub-Suppliers, their agents or employees, or other persons performing under the Contract Documents.
6.3.5. Submittal Review by College Project Director. The College Project Director acting on behalf of District will receive from Supplier and transmit to the Design Consultant and/or appropriate Design Consultant those recommended for review. The College Project Director's actions will be taken with such promptness as to cause no unreasonable Delay. Any review or approval by the College Project Director is solely for the purpose of determining if a Submittal has been assembled to include those documents required by the Contract Documents to be included in such Submittal and does not constitute a review or approval of the design or other technical information contained therein.
6.3.6. Submittal Review by Design Consultants, District Consultants. Review, approval or other action upon Supplier's Submittals such as Shop Drawings, Product Data, Samples and other Submittals, is for the limited purpose of checking for conformance with information given in the Contract Documents. Such action will be taken with such promptness as to cause no unreasonable Delay, while allowing sufficient time in the adequate review. Review of such Submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for installation or performance of equipment or systems, all of which remain the responsibility of Supplier as required by the Contract Documents. Such review of Supplier's Submittals shall not relieve Supplier of the obligations under Paragraph 5.9, above, and any such approval of a specific item shall not indicate approval of an assembly of which the item is a component.
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6.3.7. Completed Delivery. District will conduct inspections of the Goods to determine the dates of Completed Delivery and will receive written warranties and related documents required by the Contract Documents and assembled by Supplier.
ARTICLE 7
SUB-SUPPLIERS
7.1. SUB-SUPPLIER RELATIONS
Supplier shall make available to all sub-suppliers of any tier the contract documents. Regardless of contract documents availability to sub-suppliers the supplier shall be responsible for sub-suppliers’, of any tier, adherence to the contract documents.
7.1.1. By appropriate written agreement Supplier shall require the Sub-Suppliers to be bound to and by terms of the Contract Documents and to assume all the obligations and responsibilities which Supplier, by the Contract Documents, assumes toward District. Each such agreement shall preserve and protect the rights of District, and others acting for or on behalf of District, under the Contract Documents with respect to the Goods to be furnished so that delegation thereof will not prejudice such rights, and shall allow the Sub-Suppliers, unless specifically provided otherwise in the subcontract agreement, the benefit of all rights, remedies and redress that Supplier, by the Contract Documents, has against District. Without limitation to the foregoing, each such agreement shall, without limitation, require the SubSupplier:
.1 to perform its obligations in accordance with the terms of the Contract Documents; .2 to assume all the obligations and responsibilities which Supplier assumes toward e District by the Contract Documents;
.3 to preserve and protect the rights of District under the Contract Documents with respect to the obligations to be performed by the Sub-Supplier so that subcontracting thereof will not prejudice such rights;
.4 to waive all rights (including, without limitation, rights of subrogation) that the Sub-Supplier or its insurers may have against District and others required by the Contract Documents to be named as additional insureds, except for such rights that the Sub-Supplier may have to the proceeds of such insurance held by District or such other additional insureds; .5 to afford District the same rights and remedies afforded to them under the Contract Documents with respect to access to and the right to audit and copy at District's cost books, records, contracts, correspondence, instructions, drawings, receipts, vouchers, purchase orders, memoranda and other records and documents relating to the Sub-Supplier’s performance and requiring the Sub-Supplier to preserve such records and other items that relate to an Order for a period of at least four (4) years after Completed Delivery of the Goods comprising the Order; .6 to recognize the rights of District under Section 7.2, below (Contingent Assignment of Contracts), including, without limitation, District’s right to elect to accept assignment of the Sub-Supplier’s contract and to retain the Sub-Supplier pursuant to the terms of its contract to complete the unperformed obligations under its contract and, if requested by District, to execute a written agreement on terms acceptable to District confirming that the Sub-Supplier is bound to District under the terms of its contract;
.7 to submit applications for payment, extensions of time and claims, and to comply with all other notice and submission requirements of the Contract Documents, sufficiently in advance to allow Supplier time to comply with its obligations under the Contract Documents; .8 to purchase and maintain insurance in accordance with the requirements of the Contract Documents;
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.9 to defend and indemnify the Indemnitees on the same terms as provided in Section 5.13, above; .10 to comply with the nondiscrimination (Article 15) provisions below; .11 to provide for a right of termination for convenience by Supplier that limits the Sub-Supplier’s right to compensation to an allocable share of the contract sum; and .12 to provide that time is of the essence to each of the Sub-Supplier’s obligations.
7.1.2. Copies. Supplier shall, promptly after their execution, furnish to District true, complete, and executed copies of all contracts with the Sub-Suppliers and amendments and modifications thereto. Payments shall not be made for Goods for which District has not received such documents.
7.1.3. No Brokering. Supplier shall not permit any portion of the Goods to be contracted to a firm acting as broker, factor or other entity not actually itself furnishing a substantial portion of the Goods.
7.2. CONTINGENT ASSIGNMENT OF SUB-SUPPLIER CONTRACTS
Each agreement between Supplier and its Sub-Suppliers pertaining to an Order is assigned by Supplier to District or its designee, provided that such assignment is effective only after termination of the Order by District and only for those agreements which District or its designee accepts by notifying the Sub-Supplier in writing. Such assignment, if accepted, shall be limited to Supplier’s rights as pertain to such Order only. District’s and its designee’s sole obligation in the event it accepts such assignment shall be to pay in accordance with the terms of such agreement for Goods furnished after District’s or its designee’s acceptance of such assignment.
7.3. COMMUNICATIONS BY DISTRICT
District and the College Project Director shall have the right to communicate with the Sub-Suppliers with respect to matters that are related to Supplier’s performance of its obligations under the Contract Documents. Supplier shall be provided with a copy of all such written communications. Such communications shall not create, or be interpreted as creating, any contractual relationship between District and any Sub-Supplier.
7.4. NO THIRD-PARTY RIGHTS
Nothing contained in the Contract Documents shall create any contractual relationship between any Sub-Supplier and District, except when, and only to the extent that District elects to accept the assignment of a contract between Supplier and such Sub-Supplier pursuant to Paragraph 7.4, above.
7.5. DOCUMENT AVAILABILITY
Supplier shall make available to each proposed Sub-Supplier with whom it enters into a contract for furnishing of any portion of the Goods, prior to the execution of the contract, copies of the Contract Documents to which the Sub-Supplier will be bound so as to ensure that all matters disclosed thereby are taken into consideration and included in the terms of such contracts and shall identify to such Sub-Supplier the terms and conditions of the proposed contract which may be at variance with the Contract Documents.
7.6. NO LIABILITY OF DISTRICT
Nothing set forth in this Article 7, and no action taken by District or behalf of District with respect to review or approval of the Sub-Suppliers or their contracts shall impose any liability or responsibility upon District nor relieve Supplier of its responsibilities under the Contract Documents or Applicable Laws.
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ARTICLE 8
DISTRICT’S OWN FORCES AND SEPARATE CONTRACTORS
8.1. DISTRICT’S RIGHT TO PERFORM WITH OWN FORCES AND TO AWARD SEPARATE CONTRACTS Supplier shall ascertain to its own satisfaction the existence and nature of any other contracts that have been or may be awarded by District that may affect or impact Supplier’s performance. Supplier shall look solely to such Separate Contractors, and District shall not be responsible, for any Losses suffered by Supplier or the Sub-Suppliers, of any Tier, resulting directly or indirectly from the conduct of work by the Separate Contractors.
8.2. MUTUAL RESPONSIBILITY
8.2.1. Coordination. Nothing contained in the Contract Documents shall be interpreted as granting Supplier exclusive use or occupancy of a Site. Supplier shall not take any action that would deny District's own forces and the Separate Contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities. Supplier shall not Delay the work of the Separate Contractors or District’s forces and shall coordinate Supplier's operations with the activities of District's forces and the Separate Contractors as required for the prompt and expeditious performance of Supplier’s obligations under the Contract Documents.
8.2.2. Delay. Supplier shall coordinate its deliveries of the Goods with the construction and operations of District’s forces and the Separate Contractors so as to eliminate interference and shall do so without Delay to the performance of Supplier or the construction or operations of such others. Costs caused by improperly timed activities or defective construction shall be borne by the party responsible therefor.
8.2.3. Damage. Supplier shall promptly remedy damage caused by Supplier or its Sub-Suppliers to completed construction or partially completed construction or to property of District or Separate Contractors.
8.2.4. Disputes. Supplier shall notify District in writing within three (3) Days if it believes it has experienced or is experiencing any Delay or Loss due to the activities of District's forces or Separate Contractors or in the event of any dispute with District's forces or Separate Contractors.
8.3. DISTRICT'S RIGHT TO CLEANUP
If a dispute arises among Supplier, Separate Contractors and/or District as to the responsibility for maintaining the Site and surrounding area free from waste materials and rubbish, District may clean up and allocate the cost among those responsible as the District determines to be just.
ARTICLE 9
TIME
9.1. COMMENCEMENT AND COMPLETION
9.1.1. Completion. Supplier shall proceed expeditiously with the furnishing of Goods requested in an Order and shall achieve Completed Delivery on the Delivery Date set forth in the Order. The Delivery Date shall be subject to adjustment for extensions of time duly permitted, authorized and noticed pursuant to Paragraph 9.2, below. Inspection for the purpose of confirming Completed Delivery and issuing a Notice of Completed Delivery shall be conducted by the College Project Director or a District Consultant and notice of such determination shall be issued as provided in Paragraph 5.4.9, above.
9.1.2. Adjustments. Subject to the limitations set forth in this Article 9 and elsewhere in the Contract Documents, the Delivery Date shall only be extended for Excusable Delay.
9.1.3. Early Completion. Nothing stated in the Purchase Agreement or elsewhere in the Contract Documents shall be interpreted as creating any contractual right, express or implied, on the part of Supplier to deliver any Lot of Goods earlier than the Delivery Date set forth in the Order issued by District with respect to such Lot.
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9.2. DELAYS AND EXTENSIONS OF TIME
9.2.1. Adjustments Extending Delivery Date. Provided that Supplier has complied with the provisions of this Paragraph 9.2 (including, without limitation, the requirements of this Paragraph 9.2 pertaining to timely delivery of a Request for Extension), if Supplier is delayed in its achieving Completed Delivery of a Lot on the Delivery Date by an Excusable Delay, then the Delivery Date for such Lot shall be extended for such reasonable time as the College Project Director may determine. The Delivery Date will not be adjusted for Unexcused Delays
9.2.2. Request for Extension. Within fourteen (14) Days after the Discovery Date of the circumstances giving rise to an Excusable Delay, Supplier shall submit to District a Request for Extension. Each Request for Extension shall include a detailed explanation of the circumstances of such Delay, the Lot(s) and Delivery Date(s) that are affected and the precise number of Days of extension to such Delivery Date(s) being requested. A Request for Extension that seeks an extension for more than one Delay shall be supported by a separate explanation and request for extension for each separate Delay. District shall thereafter investigate the facts concerning the cause and extent of such Delay, and depending upon whether such Request for Extension is justified, will notify Supplier of its approval or disapproval of all or a portion of Supplier’s request. Extensions of time approved by District shall apply only to that portion of the Goods affected by the Delay, and shall not apply to other portions of the Goods not so affected.
9.2.3. Formal Notice of Essence. Supplier recognizes and acknowledges that timely submission of formal Request for Extension, whether or not the circumstances of such Delay are known to District or discoverable by District through other means, is not a mere formality but is of crucial importance to the ability of District to promptly identify, prioritize, evaluate and mitigate the potential effects of Delay. Any form of informal notice, whether verbal or written (including, without limitation, statements at meetings or entries on reports, daily logs or meeting minutes), that does not strictly comply with the formal requirements of Paragraph 9.2.2, above, shall therefore be deemed insufficient.
9.2.4. Time of Essence. Time is of the essence to the Completed Delivery of the Goods. District shall have the right to refuse to accept and pay for a tender of Goods delivered after the Delivery Date.
9.2.5. District Options. The District and the Supplier acknowledge and agree that if the Supplier fails to achieve Completed Delivery of a Lot of Goods on the Delivery Date specified in the Order that the District will suffer substantial Losses which are both extremely difficult and impracticable to ascertain. In recognition thereof, it is agreed that if the Supplier fails to achieve Completed Delivery on the Delivery Date (as adjusted for extensions permitted by the Paragraph 9.2, above) designated in an Order for Completed Delivery of a Lot of Goods, that the District shall have the right, exercised in its sole discretion, to accept tender by Supplier in accordance with Paragraph 9.2.6, below, of Leased Goods. District shall have the right to exercise the foregoing rights with respect to all or any portion of the Goods or with respect to all or any portion of a period of time for which a delivery of Goods is delayed beyond the Delivery Date.
9.2.6. Leased Goods. The District shall have the right, in the exercise of its sole discretion, to accept tender by Supplier of temporary replacement Leased Goods for the whole or any portion of period of time for which the District.
Leased Goods are provided, placed and removed at the Supplier’s Own Expense. Tender of Leased Goods by the Supplier means delivery, at the Destination designated by the District in its Order, of Leased Goods that are equivalent in all material respects to the Goods identified in the applicable Order and that are wholly suitable for use by the District as a replacement for the Goods. Supplier is solely responsible for the delivery, placement and removal of Leased Goods and for any repairs to Existing Improvements caused by the move in, placement or removal of the Leased Goods.
Supplier remains solely responsible for any Loss caused to Leased Goods while they are in use by the District, other than a Loss that Supplier demonstrates was caused by abuse or neglect on the part of the District, District Suppliers or Separate Contractors.
9.2.7. Other Remedies. District shall have the right to refuse to accept and pay for a tender of Goods delivered after the Delivery Date and to refuse tender of Leased Goods. The District’s exercise of its rights to refuse to accept and pay for any Goods shall not limit any right or remedy of the District in the event of any other default by the Supplier (including, without limitation, failure to provide timely Notice of Shipment or Notice of Delivery) other than a failure to meet a Delivery Date.
9.2.8. Supplier Noncompliance, Waiver. Any failure by Supplier to strictly comply with the requirements of Paragraph 9.2.2, above, relative to Request for Extension under circumstances in which a Request for Extension is District-wide Procurement Purchase Agreement
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required, shall, notwithstanding actual knowledge of such circumstances by District, College Project Director, or others acting on behalf of District, constitute a waiver by Supplier of the right to an adjustment to the Delivery Date on account of such circumstances.
9.2.9. Concurrent Delays. If an Unexcused Delay occurs concurrently with an Excusable Delay, the maximum extension of the affected Delivery Date shall be the number of Days, if any, by which such Excusable Delay exceeds the number of Days of such Unexcused Delay.
9.2.10. Exercise of District Rights. Notwithstanding any other provision of the Contract Documents to the contrary, any Delay to Supplier's performance that is the result of District’s proper exercise of its rights or remedies under the Contract Documents or Applicable Laws in response to a failure of Supplier to perform its obligations under the Contract Documents shall be deemed an Unexcused Delay and shall not, under any circumstances, entitle Supplier to an adjustment to a Delivery Date.
9.3. DELAY TO SUPPLIER
Supplier’s sole and exclusive right in the event of an Excusable Delay consists of an extension of time to the applicable Delivery Date. The Supplier agrees to accept such extension of time as its sole and exclusive right and remedy for Delay, regardless of cause (including, without limitation, any act or omission by the District constituting negligence or breach of contract) in lieu of any and all other rights to recovery of Losses for Delay.
ARTICLE 10
PAYMENTS
10.1. Payment. Payment on behalf of District of sums to the Supplier that are undisputed by the District placing the Order shall be made not later than thirty (30) Days after receipt of a properly prepared and submitted invoice requesting payment and issuance of payment in accordance with the requirements of the Contract Documents.
10.2. Decisions to Withhold Payments. District shall have the right to withhold payment, in its sole discretion, including but not limited to, incomplete shipments or deliveries, defective equipment or material or other causes deemed by the District constituting an incomplete shipment, delivery or non-conformance with the Contract Documents. Sums properly withheld pursuant to Paragraph 10.2, may be used by District without a prior judicial determination of District's actual rights with respect to recovery of any Loss on which such withholding is based. Supplier agrees and hereby designates District as its agent for such purposes, and agrees that such payments shall be considered as payments made under the Purchase Agreement by District to Supplier. District shall submit to Supplier an accounting of such funds disbursed on behalf of Supplier
10.2.1. Grounds for Withholding. District may decide not to certify payment and may withhold a Certificate for Payment, in whole or in part, as provided herein and elsewhere in the Contract Documents. If District is unable to certify payment in the amount of the Application for Payment, District will promptly issue a Certificate for Payment for the amount for which is determined to be earned and undisputed. District may also decide not to certify payment or, because of subsequently discovered evidence or subsequent observations, may nullify the whole or a part of a Certificate for Payment previously issued, to such extent as may be necessary, in District’s opinion, to protect District from Loss or threatened Loss because of any of the following:
.1 Defective Goods. Defective Goods not remedied.
.2 Violation of Applicable Laws. Failure of Supplier or the Sub-Suppliers to comply with Applicable Laws. .3 Penalty. Any claim or penalty asserted against District by virtue of Supplier's failure to comply with Applicable Laws.
.4 Failure to Meet Delivery Date. Any Loss which may accrue as a result of Supplier failing to meet a Delivery Date.
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.5 Setoff. Any reason specified elsewhere in the Contract Documents as grounds for a withholding, offset or setoff or that would legally entitle District to a setoff or recoupment. .6 Consultant Services. Additional professional, consultant or inspection services required due to Supplier’s failure to comply with the Contract Documents. .7 Damage. Loss caused by Supplier or the Sub-Suppliers to District, the Separate Contractors or any other person or entity under contract with District.
.8 Cleanup. Cleanup performed by District and chargeable to Supplier pursuant to Paragraph 5.10.2. .9 Required Documents. Failure of Supplier to submit on a timely basis, proper and sufficient documentation required by the Contract Documents, including, without limitation, schedules, Submittals, inventories, information on the Sub-Suppliers, certifications and other required reports or documentation. .10 Other Breach. A breach by Supplier of any obligation or provision of the Contract.
10.3. REPORTS AND REVIEWS
10.3.1. Quarterly Sales Reports. The Supplier shall provide, at the District’s request, to the District’s Program Manager quarterly statements, which shall include: an aggregate sales report of (1) the total quantities and dollar sales of Goods covered by all Applications for Payments submitted under the Purchase Agreement; (2) the quantities and dollar sales of Goods in Clause (1) further segregated by Product Type; (3) the quantities and dollar sales of Goods in Clause (2) further segregated by Destination.
10.3.2. Performance Reviews. Supplier shall, if requested by the District, participate in business meetings to review Supplier’s performance and to establish a best practices approach to customer satisfaction that satisfies the requirements of the Contract Documents and the needs of the District and its users. Supplier shall designate appropriate representatives of its executive and managerial staff to participate in such meetings. Such meeting shall be held via remote online conference mutually agreed to by both parties or location within Los Angeles County as may be designated by LACCD.
10.4. CONTINUOUS PERFORMANCE
No dispute or disagreement with respect to the amount of any payment claimed due by Supplier shall relieve or excuse Supplier from the obligation to proceed with and maintain continuous, expeditious and uninterrupted performance of its obligations under the Contract Documents.
10.5 ACCEPTANCE OF PAYMENT
Acceptance of Final Payment by Supplier or a Sub-Supplier shall constitute a waiver of all rights by that payee against District for recovery of any Loss, excepting only those Claims that have been submitted by Supplier in the manner required by Article 14, below, prior to or at the time of Supplier’s submission of its Application for Payment.
ARTICLE 11
INSPECTIONS, HAZARDOUS SUBSTANCES AND SAFETY
11.1 INSPECTIONS
11.1.1. Supplier Responsibility. Inspections or observations by or on behalf of District or others shall not in any way relieve Supplier from its responsibility for full compliance with all of the terms and conditions of the Contract Documents, nor be construed to lessen, to any degree, Supplier’s responsibility for furnishing Goods which conform to the Contract Documents.
11.1.2. Access to the Goods. District and such others as designated by District shall have free access to any or all parts of the Goods, whether located on or off the Site, at any time and at any stage in the preparation, fabrication or installation of the Goods being manufactured, fabricated or assembled.
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11.1.3. No Duty of District. No authority of District or others authorized to inspect the Goods at the request of District that is conferred by the Contract Documents, nor any decision made in good faith either to exercise or not exercise such authority, nor any recommendation by District or such others shall give rise to a duty or responsibility to Supplier or the Sub-Suppliers, of any Tier.
11.2. HAZARDOUS SUBSTANCES
Supplier warrants Goods are free of any Hazardous Substances.
11.3. SAFETY OF PERSONS AND PROPERTY
11.3.1. Protection, Safety. Supplier shall take all necessary precautions for safety of, and shall provide all necessary protection to prevent Loss due to the activities of Supplier or the Sub-Suppliers, of every Tier:
.1 persons in and around a Site, as well as their personal property and vehicles; .2 the Goods under care, custody or control of Supplier or a Sub-Supplier, of any Tier, including, without limitation, providing temperature control, covering and enclosures necessary to prevent Loss due to adverse weather conditions;
.3 other property at a Site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, curbs, roadways, structures (including, without limitation, protection from settlement or loss of lateral support) and utilities not designated for removal, relocation or replacement in the course of performance by Supplier; and .4 construction or operations by District, District forces or the Separate Contractors.
11.3.2. Compliance with Safety Orders. Supplier shall correct any violations of safety laws, rules, orders, standards or regulations occurring or threatened by conditions on a Site that are caused or created by the activities of Supplier or its Sub-Suppliers. Upon the issuance of a citation or notice of violation by any Government Authority resulting from the activities of Supplier or its Sub-Suppliers, including, without limitation, the Division of Occupational Safety and Health, such violation shall be corrected promptly at Supplier’s Own Expense.
11.3.3. Responsibility for Loss. Supplier shall promptly remedy Loss (other than Loss insured under property insurance required by the Contract Documents) to property referred to in Subparagraph 11.3.1.1 through Subparagraph
11.3.1.4 caused in whole or in part by the activities of Supplier, the Sub-Suppliers, of any Tier, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which Supplier is responsible under Subparagraph 11.3.1.1 through Subparagraph 11.3.1.4, except Loss attributable solely to negligent acts or omissions of District, College Project Director, Design Consultants, District Consultants or anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable, and not attributable to the fault or negligence of Supplier or the Sub-Suppliers, of any Tier, or the failure by Supplier to comply with the Contract Documents.
The foregoing obligations of Supplier are in addition to Supplier's obligations under Paragraph 5.13, above.
ARTICLE 12
INSURANCE
12.1 SUPPLIER INSURANCE
12.1.1. General Provisions. Supplier shall obtain and maintain, and shall require the Sub-Suppliers delivering Goods to a Site to obtain and maintain, the insurance coverages specified below:
.1 Standard Commercial Automobile Liability Insurance covering all owned, non-owned and hired automobiles, trucks, and trailers with a combined single limit of not less than $1,000,000. .2 Statutory Workers’ Compensation and Employer’s Liability insurance with statutory limits as required by law, including Maritime coverage, if appropriate, and Employer’s Liability limits of not less than $1,000,000 each accident/$1,000,000 each employee/$1,000,000 policy limit.
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.3 Commercial General Liability Insurance in a form providing coverage not less than the standard ISO Commercial General Liability insurance policy CG 0001 (“Occurrence Form”), with the following minimum limits (including excess or umbrella liability insurance if required to achieve limits) of $1,000,000 per occurrence and $2,000,000 in the general aggregate.
.4 Other Insurance as may be required by District to protect Supplier, the Sub-Suppliers and/or District, Colleges and other Indemnitees from hazards related to the delivery or storage of the Goods or Supplier’s performance under the Contract Documents.
12.1.2. Additional Requirements for Supplier-Provided Coverage. The following requirements and provisions shall apply to insurance provided by Supplier and/or its Sub-Suppliers pursuant to Paragraph 12.1.1, above:
.1 Such insurance may be provided through a combination of primary and excess policies, including the umbrella form of policy. All required insurance shall be maintained without interruption from the date of execution of the Purchase Agreement until the expiration of the Term unless otherwise specified elsewhere in the Contract Documents. .2 Each such policy, except the workers’ compensation policy, shall include or shall be endorsed to include the Indemnitees, and each of their respective officers, agents, shareholders and employees as additional insureds. .3 Each policy shall state, or be endorsed to state, that the coverage provided to the additional insureds is primary and non-contributing with respect to any other insurance available to the additional insureds. .4 Insurance required by Paragraph 12.1.1, above, shall be written by a company or companies lawfully authorized to do business in the State of California and having a current A.M. Best’s rating of no less than B + unless otherwise approved in writing by District. Notwithstanding the foregoing, workers’ compensation insurance may be provided by the State Compensation Insurance Fund.
.5 The insurance required by Paragraph 12.1.1, above, shall be written on forms acceptable to District. .6 Supplier shall provide to District prior to execution of the Purchase Agreement by Supplier, and at any time thereafter within three (3) Days of a request by District, and upon any renewal, change or replacement of coverage, the following: certificates of insurance and any additional insured endorsements evidencing coverage required to be provided by Supplier or its Sub-Suppliers. Upon request, a Certificate of Insurance as confirmation of such policies and endorsements shall be provided to District.
.7 All insurance coverage required of or provided by Supplier or its Sub-Suppliers are intended to apply to the full extent of the policies. Nothing contained in this Paragraph 12.1 or elsewhere in the Contract Documents relating to District or its operations is intended to limit the application of such insurance coverage. .8 Supplier acknowledges and agrees that any actual or alleged failure on the part of District to inform Supplier of non-compliance with any insurance requirement in no way imposes any additional obligations on District nor does it waive any rights hereunder in this or any other regard. .9 Any type of insurance or any increase of limits of liability not described in this Paragraph 12.1, which Supplier requires for its own protection or on account of any statute, shall be Supplier’s responsibility and at Supplier’s Own Expense.
.10 During the period following issuance of the Notice of Completed Delivery and prior to expiration of all warranty periods under the Contract Documents, Supplier shall maintain in full force and effect all insurance as specified in Paragraph 12.1.1, above.
.11 District shall have no responsibility for arranging coverage or for payment of premiums for any insurance coverage required of any Supplier or Sub-Supplier under Paragraph 12.1.1, above.
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12.1.3. MISCELLANEOUS PROVISIONS.
.1 Withholding of Payments. In addition to any other rights of withholding that District may have under the Contract Documents, District has the right to withhold any payments otherwise due to Supplier in the event of a failure by Supplier or any Sub-Supplier to comply with the requirements of this Paragraph 12.1. Such withholding by District shall not be deemed to be a default under the Purchase Agreement or under the terms of any Order. .2 Notice. All policies of insurance that Supplier or the Sub-Suppliers are required to secure and maintain shall be endorsed to provide that their insurance company shall notify District and the named insured at least ten (10) Days in advance of any cancellation due to nonpayment of premium and thirty (30) Days in advance of any modification or cancellation for any reason other than nonpayment of premium. .3 Remedies. Without limitation upon any of District’s other rights or remedies, any failure by Supplier or any Sub-Supplier to comply with any provision of this Paragraph 12.1 shall be deemed a material breach of the Purchase Agreement, thereby entitling District, at its option and without limitation to District’s other rights or remedies under the Contract Documents or Applicable Laws, upon notice to Supplier and in accordance with Article 14, below, to: (1) suspend performance by Supplier, without any additional compensation or extension of the Delivery Date, until there is full compliance, or (2) terminate the Purchase Agreement or any Order for cause. .4 Claims Cooperation. Supplier and the Sub-Suppliers shall assist and cooperate in every manner possible in connection with the adjustment of all claims arising out of their operations conducted in connection with the furnishing of the Goods and shall cooperate with District in respect to the adjustment, settlement, mediation, arbitration or litigation of all said claims, including, without limitation, providing, appearances in mediation, arbitration or court proceedings and/or participating in settlement meetings, as may be required. .5 Waiver of Rights of Recovery and Subrogation. Supplier hereby waives all rights of recovery for any Loss with respect to which insurance, other than workers’ compensation insurance, is required to be provided by Supplier (including, without limitation, any Loss that is not covered because of deductible clauses, inadequacy of limits of any insurance policy, limitations or exclusions of coverage, or any other reason) against the Indemnitees and any other supplier, contractor or consultant performing work or rendering services that relate to, affect or are affected by Supplier’s obligations under the Contract Documents including without limitation, the officers, directors, agents, shareholders and employees of each of them. Supplier shall require that its Sub-Suppliers of every Tier require that all insurance policies provided, with the exception of workers’ compensation, that relate to Supplier’s obligations under the Contract Documents include clauses providing that each insurer waives all of its rights of recovery against the same parties referenced immediately above in this Subparagraph 12.1.3.5. Additionally, Supplier shall cause its insurers on all policies required to be obtained by Supplier, including, without limitation, workers’ compensation insurance, to provide for a waiver of the insurer’s rights of subrogation that is coextensive with the waiver of right of recovery by Supplier set forth in this Subparagraph 12.1.3.5 or that consent to Supplier’s waiving its rights of recovery as set forth herein. The waivers of right of recovery and right of subrogation provided for in this Subparagraph 12.1.3.5 shall be deemed effective as to any individual or entity even if such individual or entity: (1) would otherwise have a duty of indemnification, contractual or otherwise; (2) did not pay the insurance premium directly or indirectly; or (3) has or does not have an insurable interest in the property damaged.
12.2. DISTRICT'S LIABILITY INSURANCE
District shall be responsible for purchasing and maintaining District's usual liability insurance. Optionally, District may purchase and maintain other insurance for self-protection against claims which may arise from operations under the Contract Documents. Supplier shall not be responsible for purchasing and maintaining District's liability insurance unless specifically required by the Contract Documents.
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ARTICLE 13
MISCELLANEOUS PROVISIONS
13.1 GOVERNING LAW
The interpretation and enforcement of the Purchase Agreement and other Contract Documents and of the performance by the parties hereunder shall be governed by the internal laws of the State of California.
13.2 TIME OF ESSENCE
All time limits stated in the Contract Documents relative to Supplier’s performance of its obligations under the Contract Documents are of the essence.
13.3 ASSIGNMENT
Supplier shall not transfer, convey or assign any right or obligation under or interest in the Contract Documents or any Order and any attempt to do so will be deemed void from its inception. District shall have the right to assign its rights under any Order or under the Purchase Agreement upon written notice to Supplier.
13.4 WRITTEN NOTICE
Any notice from one party to the other or otherwise under the Contract Documents shall be in writing and shall be dated and signed by the party giving such notice or by a duly authorized representative of such party. Any such notice shall be deemed to have been duly served if served in the following manner:
13.4.1 Notice to District. If notice is given to District, it shall be by personal delivery thereof or by depositing same in United States mail, enclosed in a sealed envelope addressed to District at its address shown in the Bidding Documents.
13.4.2 Notice to Supplier. If notice is given to Supplier, by personal delivery thereof to Supplier, or by depositing same in United States mails, enclosed in a sealed envelope addressed to Supplier at its last known address for its regular place of business and sent by registered or certified mail with postage prepaid.
13.5 RIGHTS AND REMEDIES
13.5.1 District duties and obligations imposed by the Contract Documents and District rights and remedies available hereunder shall be in addition to and not a limitation of duties, obligations, rights and remedies otherwise imposed or available by Applicable Law.
13.5.2 Provisions of the Contract Documents may be waived by District only in writing signed by the Executive Director stating expressly that it is intended as a waiver of the specified provision(s) of the Contract Documents.
13.5.3 A waiver by either party of any breach of any term, covenant, or condition contained in the Contract Documents shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained therein whether of the same or a different character.
13.6 NO NUISANCE
Supplier shall not maintain, commit or permit the maintenance or commission of any nuisance at the Site in connection with the performance of its obligations under the Contract Documents.
13.7 EXTENT OF AGREEMENT
The Contract Documents represent the entire agreement between District and Supplier and supersede all prior negotiations, representations or agreements, either written or oral. The Contract Documents may be amended only by written instrument signed by both District and Supplier and formally approved or ratified by the Board of Trustees in accordance with the requirements of the Contract Documents and Applicable Laws.
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13.8 NO THIRD-PARTY RIGHTS
Nothing contained in the Contract Documents is intended to make any person or entity who is not a signatory to the Purchase Agreement a third-party beneficiary of any right created by the Contract Documents or by operation of Applicable Laws.
13.9 SEVERABILITY
Should any part, term, portion or provision of the Contract Documents, or the application thereof to any party or circumstance, be held to be illegal, invalid or in conflict with any Applicable Laws, or otherwise be rendered unenforceable or ineffectual, the validity of the remaining parts, terms, portions or provisions, or the application thereof to any party or circumstances, shall be deemed severable and the same shall remain enforceable and valid to the fullest extent permitted by Applicable Laws.
13.10 PROVISIONS REQUIRED BY APPLICABLE LAWS
Each and every provision of law and clause required by Applicable Laws to be inserted in the Purchase Agreement or other Contract Documents shall be deemed to be inserted in the Purchase Agreement and the Contract Documents shall be read and enforced as though it were included herein, and if through mistake or otherwise any such provision is not inserted or if inserted and requires correction, then upon request of either party these Purchase Agreement shall forthwith be amended by the parties to the Purchase Agreement to make such insertion or correction.
13.11 CONFLICTS OF INTERESTS
Supplier agrees not to accept any employment or representation which will, is or likely to, make Supplier "financially interested" (as provided in California Government Code Sections 1090 and 87100) in any decision made by the College or District on any matter in connection with which Supplier has been retained.
13.12 SURVIVAL
All provisions of the Contract Documents that either expressly, or by their nature, require performance or assumption by Supplier of an obligation that extends beyond the Term of the Purchase Agreement, or beyond termination of the Purchase Agreement or completion of performance by Supplier of an Order or other performance under the Contract Documents, including, without limitation, Supplier’s obligations of, or relating to, indemnification, insurance, confidentiality, ownership of documents, review, audit and retention of books and records, warranties and guaranties, and dispute resolution shall be deemed to survive expiration of the Term, termination of the Purchase Agreement and/or completion of performance by Supplier.
13.13 FEDERAL GRANTS
In the event of a federal grant or other federal financing participation in the funding of the purchases of the Goods, Supplier shall permit access to and grant the right to examine its books covering its services performed and expenses incurred under the Purchase Agreement or other Contract Documents. Supplier shall comply with all applicable federal agency requirements including, without limitation, those pertaining to work hours, overtime compensation, nondiscrimination, and contingent fees.
13.14 PROHIBITED INTERESTS AND GRATUITIES
No official or employee of District who is authorized in such capacity and on behalf of District to negotiate, make, accept, or approve, or to take part in negotiating, making, accepting or approving any contract or any subcontract in connection with the purchase of the Goods, shall become directly or indirectly interested financially in the Purchase Agreement, any Order or in any part thereof. No officer, employee, architect, attorney, engineer or inspector of or for District who is authorized in such capacity and on behalf of District to exercise any executive, supervisory or other similar functions in connection with the Purchase Agreement shall become directly or indirectly interested financially in the Purchase Agreement, any Order or in any part thereof. Supplier shall receive no compensation and shall repay District for any compensation received by Supplier hereunder, should Supplier or any of the Sub-Suppliers aid, abet or knowingly participate in a violation of this Paragraph 13.14. Supplier warrants that no gratuities (in the form of entertainment, trips District-wide Procurement Purchase Agreement
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or otherwise) were offered or given by Supplier, or any agent or representative of Supplier, to any officer or employee of District with a view toward securing the Purchase Agreement, any Order or securing favorable treatment with respect to any determinations concerning performance under the Purchase Agreement or any Order. For breach or violation of this warranty and without limitation to District’s other rights or remedies Applicable Laws, District shall have the right to terminate for cause the Purchase Agreement or any Order, either in whole or in part.
13.15 ASSIGNMENT OF ANTI-TRUST ACTIONS
Supplier offers and agrees to assign to District all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act, (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services, or materials pursuant to the Purchase Agreement. This assignment shall be made and become effective at the without further acknowledgement by the parties.
13.16 CONFIDENTIALITY
Supplier shall treat all information and data furnished to it by a College, the Program Manager, the College Project Director, District, a Design Consultant, a District Consultant or a Separate Contractor, or otherwise obtained or prepared by Supplier concerning the subject matter of the Purchase Agreement or any Order, as strictly confidential and shall not disclose any of the same to any other person or entity unless required to do so in connection with Supplier's performance of the Purchase Agreement or an Order or in connection with filings or applications submitted to Governmental Authorities. Supplier’s obligation of confidentiality hereunder shall not apply: (1) to information which is in the public domain through no action or inaction of Supplier; or (2) to Proprietary Information that was in the possession of Supplier prior to its preparing its Bid entirely independent of its rights, duties or obligations under the terms of the Contract Documents, or (3) if, but only to the extent that, any other provision of the Contract Documents expressly states that Supplier’s obligation of confidentiality shall not apply. Supplier shall not engage in or permit any public references or statements to the Purchase Agreement, Orders, the Colleges, District or to Supplier's obligations or performance, including, without limitation, referring to the same in advertising or promotional brochures or materials or granting interviews to broadcast, print or other media, without the prior written consent of District, which may be granted or withheld in the sole discretion of District. Supplier shall instruct all of Supplier’s employees and the Sub-Suppliers of this obligation and shall be responsible for their full compliance with this Paragraph 13.16.
13.17 JOINT AND SEVERAL RESPONSIBILITY
If the Purchase Agreement is the result of a joint bid by more than one bidder, supplier, dealer or manufacturer, it shall be deemed one indivisible contract. Each such joint bidder, supplier, dealer or manufacturer will be deemed jointly and severally responsible and liable for the performance of the entire Purchase Agreement and any Order thereunder. District assumes no obligation for the division of purchases of Goods among joint bidders, suppliers, dealers or manufacturers.
13.18 NON-EXCLUSIVITY
The Purchase Agreement is non-exclusive and shall not in any way preclude District from entering into a similar agreement and/or arrangements with other suppliers or from acquiring similar, equal or like products, goods or services from other entities or sources.
13.19 ADEQUATE ASSURANCE OF PERFORMANCE
If at any time District in good faith and based on reasonable business concerns, has material concerns with respect to Supplier’s or a Sub-Supplier’s ability or intent to fully perform, then Supplier agrees to provide District with reasonable written assurance, fully satisfactory to District in District’s reasonable discretion, of Supplier’s ability to fully perform.
Such assurance shall be provided within the time and in the manner specified by District. Upon District’s good faith determination that Supplier cannot or will not perform, then District may deem the Purchase Agreement breached by Supplier, thereby entitling District to exercise its rights under Paragraph 14.1, below. Supplier shall notify District in writing if it believes that circumstances have arisen that are reasonably likely cause Supplier or Sub-Supplier to be unable to perform any material obligation of the Contract Documents.
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ARTICLE 14
REMEDIES FOR DEFAULT, TERMINATION, SUSPENSION
14.1 REMEDIES FOR SUPPLIER DEFAULT
14.1.1 Notice of Default. District shall have the right to exercise any or all of the remedies set forth in this Paragraph 14.1 in the event of any of the following: (1) Supplier is adjudged bankrupt; (2) Supplier makes a general assignment for the benefit of its creditors; (3) a receiver is appointed on account of Supplier’s insolvency; or (4) Supplier fails or refuses to perform any obligation set forth in the Purchase Agreement, an Order or the other Contract Documents and fails to cure such default in the manner required hereafter.
14.1.2 Opportunity to Cure. Supplier shall cure any default in performance of its obligations under the Contract Documents within three (3) Working Days after service of written notice of such default to Supplier asserting the occurrence of such default; provided, however, that if the breach cannot reasonably be cured within such time then Supplier shall commence to cure the breach within three (3) Working Days after service of such written notice and shall diligently and continuously prosecute such cure to completion within a reasonable time, not longer than thirty (30) Days after receipt of such written notice.
14.1.3 District's Rights and Remedies. In the event that Supplier fails to cure any of the defaults enumerated in Paragraph 14.1.1, above, within the applicable time periods set forth in Paragraph 14.1.2, above, then, while reserving all rights for Losses caused by such default, the following remedies, may be pursued:
.1 Perform and Withhold. Whether or not there is a termination of the Purchase Agreement or any Order, District may engage others to furnish any portion of the Goods that have not been furnished by Supplier or that are Defective Goods and withhold the cost thereof from future payments to Supplier, reserving to itself all rights to recover all Losses related thereto.
.2 Suspension of Purchase Agreement. District may suspend performance under the Purchase Agreement or any portion thereof.
.3 Suspension of Order. Whether or not there is a termination of the Purchase Agreement or any Order, District may suspend all or any portion of Supplier’s performance under an Order, for as long a period of time as appropriate, without thereby assuming any obligation to pay to Supplier any additional compensation or extend the Delivery Date of any Order affected thereby.
.4 Cancellation of Orders. Whether or not there is a termination of the Purchase Agreement, and without thereby incurring any liability or responsibility to Supplier and without releasing Supplier from its obligation to complete performance of any other Order that is not terminated, District may terminate for cause all or a part of any outstanding Order directly affected by such default, as well as any other outstanding Order that involves the purchase of Goods that, because of their relationship to the Goods covered by the terminated Order, are rendered substantially less useful or valuable to District as a result of such termination.
.5 Terminate Further Ordering. Whether or not there is a termination of the Purchase Agreement or any Order, District may order that Supplier accept no further Orders from District. .6 Terminate Purchase Agreement. District may terminate for cause the Purchase Agreement or any portion thereof.
.7 Rights Cumulative. All of District’s foregoing rights and remedies under the Contract Documents are cumulative, and shall be in addition to any other rights and remedies available under the Contract Documents or Applicable Laws.
.8 Materiality of Default. Designation in the Contract Documents of a certain breach or default as “material” or as affording e District the right to terminate shall not be construed as implying that other breaches or defaults not so designated are not material nor shall such designations be construed as limiting District’s rights or remedies for default (including, without limitation, termination) to only material breaches.
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.9 Recovery of Losses. No termination or other action taken by District, either before or after a termination of an Order or the Purchase Agreement, in response to a default by Supplier shall prejudice or limit District’s right to proceed against Supplier to recover all Losses suffered by District as a result of such default by Supplier.
14.1.4 Payment to Supplier. In the event of a termination of the Purchase Agreement or of an Order due to Supplier default, Supplier shall be entitled to receive such portion of the compensation as calculated in accordance with Paragraph 14.3.3, below, that remains, if any, after deduction for any Losses paid, incurred or threatened and reasonably likely to occur as a result of Supplier’s default. In the case of a termination of the Purchase Agreement by District, upon such termination all further payments by District shall cease and may be withheld and no further amount shall be payable to Supplier until all Claims relating to the Purchase Agreement and all Orders placed by District have been resolved or finally adjudged by a court or by binding arbitration conducted in accordance with the Contract Documents. In the case of a termination of an Order, upon such termination all further payments by District shall cease and may be withheld and no further amount shall be payable to Supplier until all Claims relating to said Order have been resolved or finally adjudged by a court or by binding arbitration conducted in accordance with the Contract Documents.
14.1.5 Damages to District. If District’s Losses paid, incurred or threatened and reasonably likely to occur as a result of Supplier’s default exceed the amount withheld, Supplier shall be liable to District for the difference and shall promptly remit same to District upon demand by District.
14.1.6 Supplier Obligations. Upon receipt by Supplier of a notice of termination for default, in whole or in part, of the Purchase Agreement or an Order, Supplier shall, unless the notice states otherwise, perform each of the following obligations:
.1 immediately discontinue performance to the extent specified in the notice of termination and continue all other performance;
.2 take all actions necessary, or that District may direct, for the protection and preservation of the Goods covered by Orders that have not been cancelled and that are in production or transit; .3 with respect to any Order that is terminated, provide to District directing such termination no later than three (3) Working Days after receipt of the notice of termination the following: (1) a complete list of all subcontracts, purchase orders and contracts with Sub-Suppliers who are involved in the performance of such Order, including any amendments and modifications thereto; (2) a summary of status of payments and balance owing under such subcontracts, purchase orders or contracts; (3) the status of performance and claims by such Sub-Suppliers; and (4) such other information as District may determine necessary in order to enable District to decide whether to accept assignment of the unperformed portions of such subcontracts, purchase orders or contracts pursuant to Paragraph 7.2, above; .4 with respect to any and all Orders that are terminated, promptly: (1) assign to District on whose behalf such Order was placed, or its designee, those subcontracts, purchase orders or contracts, or portions thereof, between Supplier and its Sub-Suppliers that District elects pursuant to Paragraph 7.2, above, to accept by assignment; and (2) cancel, on the most favorable terms reasonably possible, any such subcontracts, purchase orders or contracts, or portions thereof, that District does not elect to accept by assignment; .5 not terminate any insurance required by the Contract Documents; and .6 deliver to District all Design Documents and Contract Documents that relate to Orders that are being terminated and that have been accumulated by Supplier in performing its obligations under the Contract Documents, excepting therefrom only those documents as may pertain to an Order that has not been terminated.
14.1.7 Cross Default, Set Off. Supplier agrees that: (1) a default by Supplier of its obligations to District under an Order that is not cured by Supplier in the manner provided for by Paragraph 14.1.2, above, shall constitute a breach of the Purchase Agreement; (2) a material default by Supplier of any other agreement or contract between Supplier and District shall constitute a default by Supplier of its obligations under the Purchase Agreement thereby entitling District to exercise, without prior adjudication of District’s rights and without limitation to District’s other rights or remedies, the right of set-off against amounts owing by District to Supplier under any Order placed by District; and (3) a material default by Supplier of its obligations to District under the Purchase Agreement or in connection with any Order shall constitute a District-wide Procurement Purchase Agreement
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breach of each and every other agreement or contract that Supplier may then have with District thereby entitling District to exercise, without prior adjudication of its rights and without limitation to District’s other rights or remedies, the right of set-off against amounts owing by District to Supplier under such other agreement or contract.
14.2 SUSPENSION BY DISTRICT FOR CONVENIENCE
District may, at any time and from time to time, without cause, order Supplier, in writing, to suspend, delay or interrupt performance by Supplier, in whole or in part, of any Order. If a suspension order issued by District pursuant to this Paragraph 14.2 is canceled in writing or expires pursuant to its terms, Supplier shall resume and continue with performance. An suspension order issued by District pursuant to this Paragraph 14.2 shall not be required in order to stop the performance by Supplier where permitted or required under any other provision of the Contract Documents.
Under no circumstances shall the issuance of such a suspension order give rise to any right of Supplier to additional compensation or adjustment to the Purchase Price.
14.3 TERMINATION OF PURCHASE AGREEMENT FOR CONVENIENCE
14.3.1 Termination for Convenience. Without limitation upon any of District’s other rights or remedies under the Contract Documents or Applicable Laws (including, without limitation the right of cancellation of an Order) and without limiting the right of District to cancel an Order, District shall have the option, at its sole discretion and without cause, to terminate the Purchase Agreement, in whole or in part, by giving fourteen (14) Days' written notice to Supplier.
14.3.2 Supplier Obligations. Upon receipt of notice of termination by District of the Purchase Agreement for convenience pursuant to Paragraph 14.3.1, above, Supplier shall, unless such notice directs otherwise, do the following:
.1 immediately discontinue performance to the extent specified in the notice of termination; .2 take actions necessary, or that District may direct, for the protection and preservation of the Goods delivered or in transit;
.3 accept no further Orders for Goods, except as otherwise directed by District; .4 with respect to any Order that is terminated, provide to District directing such termination no later than three (3) Working Days after receipt of the notice of termination the following: (1) a complete list of all subcontracts, purchase orders and contracts with Sub-Suppliers who are involved in the performance of any Order, including any amendments and modifications thereto; (2) a summary of status of payments and balance owing under such subcontracts, purchase orders or contracts; (3) the status of performance and claims by such Sub-Suppliers; and (4) such other information as District may determine necessary in order to enable District to decide whether to accept assignment of the unperformed portions of such subcontracts, purchase orders or contracts pursuant to Paragraph 7.2, above; .5 with respect to any and all Orders that are terminated, promptly: (1) assign to District on whose behalf such Order was placed, or its designee, those subcontracts, purchase orders or contracts, or portions thereof, between Supplier and its Sub-Suppliers that District elects pursuant to Paragraph 7.2, above, to accept by assignment; and (2) cancel, on the most favorable terms reasonably possible, any such subcontracts, purchase orders or contracts, or portions thereof, that District does not elect to accept by assignment; .6 not terminate any insurance required by the Contract Documents; .7 thereafter continue such performance as may be directed by District that is necessary to preserve and protect the Goods already delivered or in the process of production pursuant to an outstanding Order issued by District; and
.8 deliver to District all Design Documents and Contract Documents that relate to the Orders that are being terminated that have been accumulated by Supplier in performing its obligations under the Contract Documents, excepting therefrom those documents as may pertain to any portion of an Order that is not terminated.
14.3.3 Supplier Compensation. Following such termination of this Purchase Agreement without cause and within thirty (30) Days after receipt of a complete and timely billing from Supplier seeking payment of sums authorized District-wide Procurement Purchase Agreement
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by this Paragraph 14.3.3, Supplier shall be entitled to receive as compensation for an Order that is terminated for the convenience of District the following compensation:
.1 the Purchase Price for the Order, or portion of an Order, which has not been cancelled; .2 less, sums withheld by District pursuant to Paragraph 10.2.1, above, or other provisions of the Contract Documents; and
.3 less, sums previously paid to Supplier by District.
14.3.4 Exclusive Compensation. In the event of a termination by District of the Purchase Agreement or any Order for convenience, Supplier agrees to accept such sums as allowed under Paragraph 14.3.3, above, as its sole and exclusive compensation and waives any claim for other compensation or Losses, including, without limitation, any right or claim for loss of prospective profits or unabsorbed overhead associated resulting from District’s failing to purchase Goods under the Purchase Agreement that meet or exceed the Guaranteed Minimum Contract Amount.
14.3.5 Sub-Suppliers. Supplier shall include provisions in all of its subcontracts, purchase orders and other contracts with its first-Tier Sub-Suppliers permitting termination for convenience by Supplier on terms that are consistent with, and that afford no greater rights of recovery against Supplier for termination than are afforded to Supplier under, this Paragraph 14.3.
14.4 TERMINATION BY SUPPLIER
14.4.1 Supplier's Remedies.
.1 Termination of Purchase Agreement. Supplier shall have no right to terminate the Purchase Agreement, including without limitation, on account of any default or material default by District. Supplier’s sole and exclusive right in the event of a default by District shall be its right to terminate an Order in accordance with Subparagraph 14.4.1.2, below.
.2 Termination of Orders. Provided that Supplier has first given written notice in accordance with Paragraph
14.4.2, below, Supplier may terminate an Order, for cause only, if Supplier’s performance of the Order under the Contract Documents is suspended by Supplier for a continuous period of sixty (60) Days due to a failure by District to comply with its obligations under the Contract Documents relating to payment of undisputed amounts due upon an Order. Such right to terminate an Order shall be limited to terminating only that particular Order for which payment has not been made by District.
14.4.2 Notice of Intention to Terminate. Upon the occurrence of grounds to terminate an Order, Supplier may upon seven (7) Days’ written notice to District terminate the Order. Following such termination, Supplier may recover from District such sums as permitted under Paragraph 14.3, above; provided, however, that such compensation shall be limited to the compensation due for the Goods for which Completed Delivery has been achieved under the terms of such terminated Order.
14.4.3 Continuous Performance. Provided that Supplier is paid sums due upon an Order that are undisputed by District, Supplier shall not: (1) stop, delay or interrupt continuous performance of its obligations by reason of any dispute or disagreement with District, including, without limitation, any disputes or disagreements over payments of money that are disputed in good faith by District; nor (2) stop, delay or interrupt performance under any Order placed by District.
14.4.4 Exclusive Right of Termination. Supplier’s right to terminate is limited to the grounds set forth in this Paragraph 14.4.
14.5 CONTINUING OBLIGATIONS
All obligations of Supplier under the Contract Documents that would survive completion of performance by Supplier under the Contract Documents, including, but not limited to, all warranties, guarantees and indemnities, will apply to the District-wide Procurement Purchase Agreement
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portions of the Goods that are delivered, stored or in transit at the time of a termination by District or Supplier and that District takes possession of upon or after such termination.
ARTICLE 15
NON-DISCRIMINATION
Non-discrimination is governed by the Non-Discrimination Declaration in the Bid Documents and submitted by the Supplier in response to the Bid. Supplier agrees to comply all District policies including but not limited to the Supplier shall not discriminate in the provision of services hereunder because of race, color, religion, national origin, ancestry, sex, age, sexual orientation, marital status, AIDS or disability, in accordance with the requirements of Applicable Laws.
ARTICLE 16
MANDATORY DISPUTE RESOLUTION PROCEDURES
The parties agree that in the event a dispute or claim arises in the performance of this Agreement, that the claimant shall provide written notice of such claim and the parties shall first attempt to meet in good faith and negotiate such dispute.
If the dispute cannot be resolved by such negotiations, then, prior to commencing litigation the parties shall submit the dispute to non-binding mediation. The parties shall mutually agree upon the selection of the mediator of any and all disputed claims. If the dispute remains unresolved after non-binding mediation, either party may initiate litigation.
ARTICLE 17
ACCESSIBILITY REQUIREMENTS
17.1 Accessibility Requirements. Vendor hereby warrants that the products and services to be provided under this Agreement will comply with the accessibility requirements of Section 508 of the Rehabilitation Act of 1973, as amended (29 U.S.C. Section 794d) and its implementing regulations set forth at Title 36, Code of Federal Regulations, parts 1193 and 1194. Vendor agrees to test and validate its product, and any related website or online content it produces, with sufficient regularity in order to ensure the product and associated content meet conformance with all applicable Revised 508 Standards and Web Content Accessibility Guidelines (WCAG) 2.1 Level AA standards (see https://www.w3.org/TR/WCAG21/), in accordance with the required testing methods. The vendor shall maintain and retain full documentation of the measures taken to ensure compliance with the applicable requirements stated above, including records of any testing or demonstrations conducted. Vendor shall provide the District with copies of all Accessibility Conformance Reports (ACR) and Supplemental Accessibility Conformity Reports (SACR) that are produced related to the product or service. Further, Vendor agrees to promptly respond to and fully resolve any complaint regarding accessibility of its products or services which is brought to its attention. All resolutions provided by the vendor in response to complaints regarding information and communications technology (ICT) accessibility of its product(s) shall meet conformance with established WCAG 2.1 Level AA requirements. Vendor further agrees to indemnify and hold harmless the Los Angeles Community College District, including any of its nine colleges using the vendor's products or services from any claim arising out of its failure to comply with the aforesaid requirements. Failure to comply with these requirements shall constitute a breach and be grounds termination of this Agreement. Throughout the life of the agreement, the District reserves the right to independently perform any necessary testing on vendor's product or service to verify conformance or any representation of conformance made by the vendor with this section.
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ARTICLE 18
ENUMERATION OF CONTRACT DOCUMENTS
18.1 LIST OF CONTRACT DOCUMENTS
The Contract Documents, except for Orders, issued after execution of this Purchase Agreement, include, without limitation, the following:
18.1.1 Purchase Agreement. The Purchase Agreement is this executed Purchase Agreement between District and Supplier for the Custodial Equipment and Supplies, including the following Exhibits attached hereto and incorporated herein by this reference:
.1 Exhibit “A” Minimum Performance & Service Requirements .2 Exhibit “B” Delivery Locations
.3 Exhibit “C” Bid Form
.4 Exhibit “D” Bid Sheet
.5 Exhibit “E” Bidder’s Questionnaire
.6 Exhibit “F” Authorized 3rd Party Service Provider
.7 Exhibit “G” Acknowledgement of Addenda
.8 Exhibit “H” Vendor Bid
.9 Exhibit “I” RFB and Addenda
Addenda. The Addenda, if any, are as follows:
Number Title DATE Pages
Portions of Addenda relating to bidding requirements are not part of the Contract Documents unless the bidding requirements are also enumerated in this Article 18.
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WHEREFORE, this Purchase Agreement is entered into as of the day and year first written above.
LOS ANGELES COMMUNITY «Firm_Name» SUPPLIER, a «Inc_State2»
COLLEGE DISTRICT
By: By:
Rueben C. Smith, D.C.Sc.
Title: Vice Chancellor & Chief Facilities Executive Name:
Title:
Date: Date:
Initial: Director of Bond Capital Construction
District-wide Procurement Exhibit H – Vendor Bid
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Procurement #FE-23-04-RFB
[Vendor Bid will be inserted here after Award]
District-wide Procurement Exhibit I - RFB and Addenda
Floor Cleaning Equipment, Accessories, and Supplies Page 1 of 1 Procurement #FE-23-04-RFB
[RFB and Addenda will be inserted here after Award]
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PP-04-09 BID PROTESTS AND APPEALS
I. OVERVIEW
It is the intent of the District to provide an efficient administrative process to bidders and proposers (including in the District’s Bond Program) that have participated in a competitive procurement process and believe that the intended award of a contract does not comply with the procurement’s terms, conditions, and/or applicable law.
This section also establishes the rules and procedures for vendors and/or suppliers to protest a recommended award resulting from requests for quotes, requests for qualifications, invitations for bids, requests for proposals and other formal procurements. (This section does not apply to non-competitive or informal purchases.) Bidders, proposers, vendors and suppliers are collectively referred to hereinafter as “Bidders.” The District previously had separate procedures for protests relating to Bond Program procurements and for non-Bond Program purchases. This procedure replaces both prior procedures, providing a single process for general procurements above the statutory bid threshold and for contracts procured through the Bond Program.
These procedures extend to bids that are deemed non-responsive and Bidders that are deemed to be non-responsible. Different rules and procedures apply to procurements below and above the statutory bid threshold.
Since most procurements below the statutory bid threshold are delegated to the colleges and procurement regions and are transacted informally, the corresponding protest procedures are abbreviated and college-based. Because procurements equal to or above the bid threshold are transacted in a more formal manner, with resulting contracts requiring approval from the Board of Trustees prior to award, the protest process is correspondingly more formal.
Compliance with these protest procedures is mandatory for all challenges to District awards. Bidders who do not strictly follow these procedures waive any right to challenge the contract award.
II. PROCESS
A. Procurements and purchases above statutory bid threshold
1. Application
This section applies to solicitations that are either (1) estimated to equal or exceed the statutory bid threshold or (2) issued by the Bond Program (Measures A, AA, CC, and/or J)
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2. Filing of protest
A Bidder that has timely submitted a bid to the District under a solicitation and wishes to file a protest against an intended award shall comply with the following:
a. Submit the protest in writing to either:
(i) If the solicitation was issued by the Bond Program, then to the Chief Facilities Executive at the District’s offices at 770 Wilshire Boulevard, Los Angeles, California
90017 (District Office), with a copy to the Program
Management Office, at 1055 Corporate Center Drive,
Monterey Park, CA 91754; or
(ii) If the solicitation was issued by District’s Procurement Unit, then to the Director of Business Services at the
District Office at 770 Wilshire Boulevard, Los Angeles, California 90017 .
(iii) If the solicitation was issued by the District’s Facilities Planning and Development Office, then to the Director
of Facilities Planning and Development at the District
Office at 770 Wilshire Boulevard, Los Angeles,
California 90017.
b. Protests must be received by the District within five (5) business days of notification to the Bidder in writing ofany of the following: 1) of the proposed award 2) that the bid is nonresponsive 3) that the bidder has been determined to be non-responsible or 4) that the bid has or will otherwise be rejected, whichever occurs earlier. In the event that there is no notification then the protest must be submitted within five (5) business days prior to the Board’s action approving the award.
(i) If District staff determines or intends to recommend that the Board determine a Bidder to be not responsible,
then the Bidder shall be given written notice containing the reason(s) for the proposed non-responsibility
finding prior to the award of the contract. If a bidder submits a protest of such a proposed non-responsibility finding and requests a hearing on the Bidder’s
responsibility, it must be submitted within five (5)
business days of such notice. District staff shall review any such protest and if a hearing is required, it shall be subject to the hearing procedures set forth in District Administrative Regulation B-29.
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c. The protest must state in writing the basis for the protest, all facts and information in support thereof, and the remedy sought. The protest must be signed under penalty of perjury under the laws of the State of California, and be accompanied by any documents that support the basis of theprotest.
d. The protest must include the e-mail address where further correspondence and notice regarding the protest shall be sent.
3. Initial action on protest
a. The Chief Facilities Executive or Director of Business Services (whichever is applicable to the procurement) must take one of the following actions within ten (10) business days of timely receipt of a protest:
(i) Cancel the notice of intended award and refer the
matter back the unit handling the procurement for
further action;
(ii) Cancel the procurement; or
(iii) Reject the protest.
b. Unless the Chief Facilities Executive or Director of Business Services extends to the time to take action, a failure to act within the time shall be deemed arejection of the protest at the close of business on the tenth business day.
c. The Chief Facilities Executive or Director of Business Services may, but shall not be obligated to, request additional information from the protestor or request a response or information from the intendedawardee prior to taking action on the protest, in which case the time for acting on the protest shall be extended to ten (10) business days from receipt of the requested information.
4. Appeal
a. If the action is to reject the protest, the protestor may file a written appeal within three (3) business days from notice of the rejection or the failure to take action on the protest. The appeal must be filed at the same location as the initial protest, and must clearly reference the underlying protest and the request for an appeal hearing.
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b. At any time prior to the appeal hearing, the Chancellor may cancel the notice of intended award or refer the matter back the unit handling the solicitation for further proceedings or cancel the solicitation.
5. Appeal hearing
a. Notice of the hearing date and time and place of the appeal shall be given in writing within fifteen (15) business days from the date of receipt by the District of a timely written appeal. The hearing shall occur no earlier than five (5) business days after the date that notice of the hearing is given. b. The intended awardee shall also be given notice of the hearing and a copy of the protest and shall have the
opportunity to attend the hearing and to submit evidence prior to or at the hearing.
c. The hearing shall be set before either (1) a designated hearing officer, or (2) a standing committee or subcommittee of the Board (“Hearing Officer”). The designation of the Hearing Officer is within the discretion of the Chancellor. d. All evidence and testimony supporting the protest and appeal shall be provided at the hearing. The Hearing Officershall make a determination, which shall be forwarded to the Board. e. The Board may uphold or reject the protest or take any other action, in its sole discretion. The Board shall take action within 30 days of receiving the Hearing Officer’sdetermination.
B. Procurements below statutory bid threshold
1. Filing of protest
A Bidder that has submitted a quote or proposal to a college for an amount less than the statutory bid threshold who desires to protest an award must file a protest in writing to the Vice President of Administrative Services (“Vice President”) of the college to issue the procurement. The protest must be submitted within five (5) business days of notification of the proposed award, and the protest must state the basis for the protest and the remedy sought, and contain any documentation supporting the protest. If no notification of proposed award is given, then the protest must be submitted within five (5) business days of the award. The protest must be signed under penalty of perjury under the laws of the State of California.
Upon receipt of a protest, the Vice President will:
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a. Notify the bidder recommended for award about the protest by providing a copy of the protest; and
b. Invite such bidder to submit to the Vice President and the protestor, within five (5) business days of receipt of the bid protest, any information in support of the award.
2. Determination of protest
The Vice President may deny or uphold the protest by issuing a written determination to the protestor and the proposed awardee.
Alternatively, the Vice President may declare the college’s intention to: (a) award to another supplier; (b) cancel the solicitation; or (c) take any other action that is appropriate and/or required by applicable law.An action to cancel the solicitation or otherwise not award thecontract will be deemed final and not subject to appeal.
3. Appeal
The protestor may, within five (5) business days of notice, appeal the decision in writing to the President of the college to whom the bid was submitted. The appeal shall include the same informationas required for the original protest. The determination of the appeal will be handled in the same manner as the protest. The College President’s decision on the appeal will be conveyed in writing and shall be final.
4. District Office transactions
If the protested transaction is for the District Office, the initial protest described above will be directed to the Director of Business Services and the appeal will be to the Deputy Chancellor, whose decision in the matter will be final. In the event the Deputy Chancellor position is vacant, the Chancellor may designate an alternate to handle the appeal. The procedures in this section shallalso govern the timing and determination of the protest.
III. TERMS AND CONDITIONS
1. Compliance with these protest procedures is mandatory and is a condition precedent to the filing of any court action. A protestor’s failure to raise an issue or basis for relief in the protest process shall be deemed a failure to exhaust its administrative remedies on that issue.
2. The filing of a California Public Records Act request will not extend the five (5) business day deadline within which a protest must be filed.
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3. The filing of a protest will not automatically suspend an award. The District retains its discretion to move forward with the intended award as permitted by law. The District may, nonetheless, choose to suspend an intended award while a protest is pending.
4. Any protest filed after the required deadline will not be considered, except in the District’s sole discretion.
5. The District may in its sole discretion, but is not obligated to, notify any other Bidders about the institution of protest proceedings and/or allow any other Bidders to participate in the protest proceedings. Notification to a Bidder, or a Bidder’s actual participation in protest proceedings, shall not constitute a waiver of the District’s right to raise the defense that the Bidder failed to exhaust its administrative remedies by not filing a timely protest/appeal or otherwise complying with this procedure.
6. If any other public entity and/or authority provides funding to a specific procurement subject to this procedure, and mandates protest procedures different from those stated herein as a condition for providing such funding, then these Procedures may be modified to include such requirements, subject to the sole discretion of the District.
7. A true and accurate summary of the rules and procedures for filing a protest as described herein should be included in full or by reference in all requests for bids or requests for proposals and if not, is hereby deemed incorporated therein by reference.
DocuSign Envelope ID: 6201F12E-688D-42C2-8A51-E70D9DB7CFC6 Los Angeles Community Colleges
City • East • Harbor • Mission • Pierce • Southwest • Trade-Technical • Valley • West Administrative Offices
District-wide Procurement Addendum No. 01
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FE-23-04-RFB Page 1 of 2
Addendum No. 01 to the Request for Bid (“RFB”)
Procurement Number: FE-23-04-RFB
Campus Name: District-wide
Procurement Title: Custodial Equipment and Supplies
Addendum Issuance Date: April 11, 2023
The following Addendum modifies the Request for Bid (“RFB”) for the above-referenced procurement. Bidder shall acknowledge receipt of this Addendum in its Bid.
REMOVE AND REPLACE
1. Remove existing Exhibit “A” – Minimum Performance and Service Requirements and replace with revised Exhibit “A” – Minimum Performance and Service Requirements, attached to Addendum No. 01; revised Item 3 on warranty requirements.
2. Remove existing Exhibit “C” – Bid Form and replace with revised Exhibit “C” – Bid Form, attached to Addendum No. 01; added approved substitute brand “Madvac” to Classification C: Sustainable Sweeping Machines and Accessories, Items 14 & 15.
SUBSTITUTION REQUESTS
3. Attached are all the requests for substitutions. The items that received granted requests for substitutions will be accepted as conforming Goods in addition to the specified items (2 pages).
BIDDERS’ QUESTIONS ARE ANSWERED
4. Answers to Bidders’ Questions:
Question
No. Question Answer
1 How long do prices need to be held? The bid is asking for discount off List Price, not a specific dollar value. However, proposed
Labor rates will be in effect for the entire
contract term of five (5) years.
2 Are price increases allowed during term? The bid is asking for discount off List Price, not a specific dollar value. However, proposed
Labor rates will be in effect for the entire
contract term of five (5) years.
3 Is the expiring contract accessible? This information is available through a Public Records Request. Please see the LACCD.EDU
website for instructions.
Los Angeles Community Colleges
City • East • Harbor • Mission • Pierce • Southwest • Trade-Technical • Valley • West Administrative Offices
District-wide Procurement Addendum No. 01
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FE-23-04-RFB Page 2 of 2
Question
No. Question Answer
4 1. Why is classification B only listed as Tennant
equipment, yet there are several brands listed in
Classification B, Exhibit C?
Tennant is placed in its own Classification as
this brand is exclusive only to a few vendors.
5 How is freight to be charged for on
quotes/invoices? Freight varies and fluctuates
and, in some cases, can cost more than the item
ordered.
Freight is to be quoted as a separate line item
at the time of quote.
6 Not all manufacturers offer a 5 year parts and/or
labor warranty. In some cases, there is the
possibility of extending warranty at an additional
cost: is LACCD willing to pay the additional cost?
where applicable? a. If there is no extended
warranty available, will the District accept the
standard warranty? b. If the District is willing to
purchase an additional warranty, how should the
cost be listed on the quote/invoice?
A five (5) year warranty is preferred, however
we would accept a 1-2 year standard warranty
if that is all the manufacturer offers and if it is
clearly identified at the time of quote. We may
consider purchasing extended warranties at
the time of each quote request. See revised
Exhibit A – Minimum Performance and Service
Requirements, Item #3.
7 Attached are Substitution Requests for
consideration.
See Addendum No. 01.
8 Attached are Substitution Requests for
consideration.
See Addendum No. 01.
9 Under Exhibit A where manufacturer
requirements must carry warranty of 5 years
parts and 5 years labor minimum is not offered by
the manufacturers listed in Exhibit C. Please
advise if standard warranty's offered by each
manufacturer will suffice.
A five (5) year warranty is preferred, however
we would accept a 1-2 year standard warranty
if that is all the manufacturer offers and if it is
clearly identified at the time of quote. See
revised Exhibit A – Minimum Performance and
Service Requirements, Item #3.
End of Document
EXHIBIT A
MINIMUM PERFORMANCE AND SERVICE REQUIREMENTS
District-wide Procurement Minimum Performance and Service Requirements Custodial Equipment and Supplies Page 1 of 4
Procurement #FE-23-04-RFB
Listed below are the specific minimum performance and service requirements for the Custodial Equipment and Supplies Request for Bid (RFB). This form must be completed and submitted with the RFB. The completed form of the following Minimum Performance & Service Requirements must be executed where noted by a responsible and authorized employee or officer of the Supplier submitting the RFB. Each requirement includes a specific explanation of its value to the Colleges and District, and is considered mandatory to provide.
If a Supplier does not agree to all the requirements in this Exhibit, they may be found nonresponsive.
Criterion/
Category Item Requirement Justification
-AManufacturer
Requirements
1 All products submitted shall be of
Institutional and/or Industrial quality used
in demanding and harsh environments;
must be designed to provide up to fifteen
(15) useable life to the District.
Provides the District with the assurance that
the products will retain value and
performance while being used in a
demanding environment.
2 All products must be specifically designed
for a commercial (not residential or
occasional use) application.
Assures the District that no product that
cannot withstand the rigors of this
environment will be procured.
3 All products must carry a warranty
inclusive of parts (and labor) for at
least one (1) to five (5) years,
available through either the
Manufacturer or the Authorized
Servicing agency.
Reduces potential output of resources over
the life of the product and that the product
will remain in operation without expending
additional funds.
4 All products must be capable of being
maintained by locally trained and certified
personnel.
Assures the District that products will be
promptly serviced with minimal downtime.
5 All warranty documentation must be
provided in both soft and hard copies to
the District within ten (10) days of product
receipt. District may withhold invoice
payment if not received.
Ensures that proper documentation is
received in a timely manner by the District,
reducing potential loss of data.
6 All products will be considered FOB
Destination (the College purchasing the
equipment), as directed by the District,
with the Vendor managing all freight
claims following shipment from the
factory. Vendor will not invoice the
District for replacement of freightdamaged product regardless of future invoice credit potential.
Reduces labor costs for District to manage
additional paperwork for details that are
outside of their control, resulting in financial
savings.
EXHIBIT A
MINIMUM PERFORMANCE AND SERVICE REQUIREMENTS
District-wide Procurement Minimum Performance and Service Requirements Custodial Equipment and Supplies Page 2 of 4
Procurement #FE-23-04-RFB
Criterion/
Category Item Requirement Justification
-AManufacturer
Requirements
(cont’d)
7 Provide local manufacturer representation
(may be in addition to a dealer
representative) who will facilitate product
specification accuracy, technical
specifications for building interface,
project scheduling, shipment and
warranty issues with Service Provider.
Assures effective communication between
factory and District, which can save money
for the District during the project and in the
future; requires Vendor to produce adequate
documentations of technical requirements for
other project Vendors, reducing potential
mistakes or delays.
-BService
Requirements
1 Provide all technical information to the
Relocation Project Manager (RPM) in
electronic format in the timeframe
required by the project, including scope of
requirements by others necessary to
make product functional, and timing of
Purchase Orders.
Reduces the potential for product being
ordered at the wrong time, information being
lost or misplaced, proper coordination timing
for items attached to buildings, and allowing
data to be easily transmitted to other service
providers, as needed.
2 Vendor must inspect item(s) upon receipt
at vendor location, perform incidental
assembly, set in place, confirm operability
of all products, remove all packaging
materials, and manage freight claims, as
needed, to stay within agreed upon
schedule. Assume responsibility for site
damage, as needed. Communicate any
changes or concerns immediately in
writing with RPM.
Assures smooth delivery process of all
items; assures the District that all services
necessary to make the products function are
addressed.
3 Vendor must test provided item(s) for
operability, and adjust as required;
remove all packaging from site.
Confirms product viability at time of delivery,
reducing downtime.
4 Execute Punch List review of all
purchased items with RPM, and complete
Punch List items within seven (7)
business days, preferably prior to building
occupancy. All products must be
accounted for, and accepted in writing, by
RPM.
Assures District that all services necessary
to make the products functional for the
College have been addressed properly and
in a timely manner.
5 Assume all financial responsibility for
extra handling, storage or other required
services if the product arrives ahead of
identified project schedule. District
agrees to confirm the project schedule
and delivery timing no later than three (3)
weeks prior to target date.
Assures supplier ownership of
Manufacturers’ performance and project
success, reducing costs; sets realistic
expectations for communications between
the supplier and the District.
EXHIBIT A
MINIMUM PERFORMANCE AND SERVICE REQUIREMENTS
District-wide Procurement Minimum Performance and Service Requirements Custodial Equipment and Supplies Page 3 of 4
Procurement #FE-23-04-RFB
Criterion/
Category Item Requirement Justification
-BService
Requirements
(cont’d)
6 Vendor must provide one (1) free detailed
training on the operation of the units
provided to pre-determined College staff
following delivery.
Reduces the potential downtime for the
College due to unfamiliarity with new
equipment.
7 Respond to post-installation requirements
within forty-eight (48) hours of request,
and fulfill all replacement requirements
within seven (7) business days.
Reduces the potential downtime for the
College in cases of product malfunction or
warranty issues.
8 Provide project quotations, asset roll-ups,
and invoicing per District’s established
protocol. Vendor must accommodate
District requirements for Quotes, Invoice
Format, Timing, and other relevant order
details.
Reduce time delays for issuance of
Purchase Orders and expedites payment to
Vendor by reducing potential communication
issues.
9 All warranty documentation must be
provided in both soft and hard copies to
the District within ten (10) days of product
receipt. District may withhold invoice
payment if not received.
Reduces the potential for information not
being provided to the District.
10 Vendor agrees to provide the appropriate
material handling equipment – pallet
jacks, four and two-wheel dollies, etc. –
necessary for inside delivery of all
products.
Reduces costs to the College by reducing
additional staffing to move equipment into
the building.
11 Vendor agrees to deliver all products to
the location or building indicated by the
College representative. No deliveries are
to be off-loaded at the facilities
department without prior written consent
of the College.
NOTE: Addresses in Exhibit B – Delivery
Locations are for reference and logistic
considerations ONLY. The final delivery
location will be provided in an Order or by
the College representative.
Reduces cost to the Colleges by eliminating
College facilities involvement and redelivery.
EXHIBIT A
MINIMUM PERFORMANCE AND SERVICE REQUIREMENTS
District-wide Procurement Minimum Performance and Service Requirements Custodial Equipment and Supplies Page 4 of 4
Procurement #FE-23-04-RFB
Criterion/
Category Item Requirement Justification
-BService
Requirements
(cont’d)
12 Using the Key Performance
Requirements listed in Exhibit C –
Technical Specifications, recommend
only those specific manufacturer’s
product solutions that best meet the
District business requirements. It is the
Vendor’s responsibility to make that
determination and recommend only
products that demonstrate those inherent
qualities.
Requires Manufacturer to have intimate
knowledge of both District needs and
manufacturing capability, increasing the
probability that effective and appropriate
solutions will be presented.
13 Communicate any and all changes to the
schedule, requirements, or expectations
in writing, addressed to the District
contact and copied to purchasing contact.
Agency commits to providing written
confirmation of site availability for
installation no later than three (3) weeks
prior to scheduled date.
Reduces the possibility of verbal commands
that could incur expense to the District.
Provides Vendor with assurance that spaces
will be ready for installation in time to allow
production can be delayed without financial
impact to the Vendor.
14 Protect all areas of Vendor product
installation, conveyances and paths of
travel from damage due to transport or
installation of Vendor products. Assume
responsibility for site damage caused by
Vendor crews and sub-contractors.
Resolve issues within ten (10) days.
Reduces costs to District as well as potential
delays to opening new facilities.
I have read and understood the expectations defined in Exhibit A: Minimum Performance and Service Requirements.
Name: ___________________________________ Supplier: __________________________________ Title: ____________________________________ Date: __________________________________ Signature:
EXHIBIT C
BID FORM
District-wide Procurement
Custodial Equipment and Supplies
Procurement #FE-23-04-RFB
Bid Form
1 of 3
Name of Bidder:
Address:
City, State, Zip:
TO: The Los Angeles Community College District, acting by and through its Board of Trustees, herein called the "District".
Item No. Item Description Discount off List (Product Only) - Stated in Number Percentages Advance/ Nilfisk CleanMax IPC Eagle NSS ProTeam Sanitaire Windsor/ Karcher
0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
Average Discount for Line 1:
Advance/ Nilfisk
ICE intelligent
Cleaning
Equipment
NSS ProTeam Viper Windsor/
Karcher
0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
Average Discount for Line 2:
Kaivac/Versa MotorScrubber Square
Scrub
0.00% 0.00% 0.00%
Average Discount for Line 3:
Hydro Tek Windsor/
Karcher
0.00% 0.00%
Average Discount for Line 4:
Advance/ Nilfisk NSS Viper Windsor/
Karcher
0.00% 0.00% 0.00% 0.00%
Average Discount for Line 5:
Windsor/
Karcher
0.00%
Average Discount for Line 6: 0.00%
Unger
0.00%
Average Discount for Line 7: 0.00%
4 Pressure Washers and Accessories
5 Carpet Cleaning Equipment, Carpet Cleaners, Dual
Cleaner/Extractor, Canister Extractor and Carpet Extractors, and Accessories
6 Gum Cleaners, Steam Cleaners, and Accessories
7 Window Cleaning Equipment, DI Pure Water System, Hydro Power Equipment, Squeegees, and Accessories
Pursuant to the Notice to Bidders, the undersigned Bidder, having carefully examined all of the Bidding Documents, proposes and agrees to furnish, in accordance with the Bidding Documents and Modified by all Addenda issued prior to submission of this Bid (including, without limitation, the Terms and Conditions) all things necessary for the undersigned to furnish the below-listed Goods to the Los Angeles Community College District for the following discounts. 2 Floor Burnishers, Floor Scrubbers, Sweepers,
Sweepers/Scrubbers, Multi-Surface Cleaners, Push/Ride on Cleaners, Orbital Auto Scrubbers, and Accessories
3 Restroom Cleaning Equipment and Accessories
Vacuums - Upright, Canister, Wide Area, Lightweight Backpack, Wet-Dry, and Accessories 1
Classification A: Cleaning Equipment and Accessories (Listed Brands or Equal)
0.00%
0.00%
0.00%
0.00%
0.00%
EXHIBIT C
BID FORM
District-wide Procurement
Custodial Equipment and Supplies
Procurement #FE-23-04-RFB
Bid Form
2 of 3
Item No. Item Description Discount off List (Product Only) - Stated in Number Percentages PortaCool
0.00%
Average Discount for Line 8: 0.00%
Fresh Wave IAQ
0.00%
Average Discount for Line 9: 0.00%
Nilfisk Windsor/
Karcher
0.00% 0.00%
Average Discount for Line 10:
3M Advance/
Nilfisk Impact Rubbermaid Safety Zone Spartan Windsor/ Karcher
0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
Average Discount for Line 11:
Overall Average Discount for Classification A:
Tennant
0.00%
Tennant
0.00%
Overall Average Discount for Classification B:
Green Machines Madvac
0.00% 0.00%
Average Discount for Line 14:
Green Machines Madvac
0.00% 0.00%
Average Discount for Line 15:
Overall Average Discount for Classification C:
10 Road Sweepers and Accessories
11 General Cleaning Parts & Supplies - Buckets, Wringers, Containers, Mops, Brooms, Dust Pan, Sprayer, Cloths, Step Ladders, Squeegee, Scrapers, Brushes, Dollies, Hoses,
Signage, Toilet Bowl Cleaners, Carts, Air Mover, Chemicals, etc.
8 Portable Cooler, Portable Air Conditioners, Air Purifiers, and Accessories
0.00%
0.00%
0.00%
Classification B: Tennant Cleaning Equipment and Accessories (Listed Brand or Equal) 13 General Cleaning Parts & Supplies
15 General Cleaning Parts & Supplies
12 Floor Burnishers, Floor Scrubbers, Sweepers,
Sweepers/Scrubbers, Multi-Surface Cleaners, Push/Ride on Cleaners, Orbital Auto Scrubbers, Carpet Extractors, Vacuums, Specialty Cleaning Equipment, Dryers, and Accessories
14 Sustainable Sweepers (Ride-on/Walk Behind) and Accessories Classification C: Sustainable Sweeping Machines and Accessories (Listed Brand or Equal)
0.00%
9 Odor Abatement Equipment and Accessories
0.00%
0.00%
0.00%
EXHIBIT C
BID FORM
District-wide Procurement
Custodial Equipment and Supplies
Procurement #FE-23-04-RFB
Bid Form
3 of 3
Item No. Item Description Discount off List (Product Only) - Stated in Number Percentages Nighthawk
0.00%
Nighthawk
0.00%
Overall Average Discount for Classification D:
Item No. Bid Item Description No. of Units for
Bidding
Delivered Bid
Price Stated in
Figures
Carry Up Labor/Regular 1 (ONE) HOUR
Carry Up Labor/Over Time 1 (ONE) HOUR
Installer or Technician Labor/Regular 1 (ONE) HOUR
Installer or Technician Labor/Over Time 1 (ONE) HOUR
Storage Rates per Cubic Foot, Beyond 30 Days 1 (ONE) CU FT Additional Training Beyond Initial Set-up 1 (ONE) HOUR
Lifting or Moving Equipment Services (Rental Per Hour) 1 (ONE) HOUR Bid Item Description
Yes No
Classification D: Enclosed Road Sweepers and Accessories (Listed Brand or Equal) 16 Enclosed Road Sweepers and Accessories
17 General Cleaning Parts & Supplies
16 Are you able to provide
preventative care on equipment if
required?
Contract rates for services required above and beyond those defined in the Standard Scope of Work defined in Exhibit A: Mandatory Performance and Service Requirements (attach separate page for additional rate details as needed)
Additional Unit Pricing for Ancillary Products and Services 15 NOTE: THE BID DISCOUNT IS THE MINIMUM COMPETITIVE DISCOUNT OFFERED ON PRODUCT ONLY FOR THE TERM OF THE CONTRACT. APPLICABLE THIRD PARTY FREIGHT, DELIVERY, ANY OTHER FEES AND SALES TAX WILL BE QUOTED SEPARATELY AT THE TIME OF THE QUOTE.
0.00%
Preventative Care (to be priced at the time of the quote)
SUBSTITUTION REQUEST FORM
Los Angeles Community College District
Sustainable Building Program
Districtwide Procurement
Custodial Equipment and Supplies
Procurement #FE-23-04-RFB
Substitution Request Form
1 of 1
DISTRICT-WIDE PROCUREMENT:
PROCUREMENT NO.: FE-23-04-RFB
BID SPECIFICATION - Copy from Exhibit "C"
Item #
SUBSTITUTION SPECIFICATION - Enter Proposed Product Substitution Details Brand Name
Submitted By:
Bidder: Title:
By: Date:
SPACE RESERVED FOR DISTRICT USE ONLY:
Grant Deny
Completed By:
District Position:
Date:
Only one (1) request for Substitution for each product will be considered. Use a separate Substitution Request Form for each proposed Substitution per Product Classification/Item. (Signature)
(Type or Print Complete Legal Name of Firm)
Bidder requests substitution of the following material, product, or item (as found on Exhibit "C").
All Substitutions must include the Minimum Performance & Service Specifications on Exhibit "A".
TO: LOS ANGELES COMMUNITY COLLEGE DISTRICT
CUSTODIAL EQUIPMENT AND SUPPLIES
Substitution Product Description
Attach product data, comparing Key Performance Requirements defined in Exhibit C to the requested Substitution item on one page in the format provided.
Decision on Request(s):
Item Description Baseline Product - Brand
Yes: No:
Supplier agrees to provide originally specified item in the event substitution request is denied? Yes: No:
Does the Substitution affect dimensions defined in the original specifications, if applicable? If yes, clearly indicate changes below.
PROVIDE A RESPONSE TO EACH QUESTION.
Classification
Classification C: Sustainable Sweeping Machines and Accessories Green Machine Tennant (Green Machine)
Madvac Air Sweeper - LS175, LS125, LN50, LR50
x
x
Haaker Equipment Company (DBA Total Clean Equipment) Ruben Ortiz, Account Manager 4/6/2023
Tennant has discontinued the Green Machine line.
X
Irene Cua-Garcia
Contract Administrator
04/07/2023
ICG
Agenda Item J
AGENDA STAFF REPORT
DATE: June 22, 2026
TO: Honorable Mayor and City Council
THRU: Patrick Gallegos, City Manager
FROM: Iris Lee, Director of Public Works
SUBJECT: Approving and Authorizing an Emergency Vehicle Preemption Equipment Maintenance Agreement with the
State of California (CIP O-ST-6)
________________________________________________________________ SUMMARY OF REQUEST:
That the City Council adopt Resolution 7796:
1. Approving an Emergency Vehicle Preemption Equipment Maintenance Agreement with the State of California for the future installation of emergency vehicle preemption equipment at the intersection of Seal Beach Boulevard at North Gate Road; and,
2. Authorizing the City Manager to execute the Agreement with the State of California on behalf of the City.
BACKGROUND AND ANALYSIS:
Emergency vehicle preemption equipment (EVPE) allows traffic signals to provide priority movement for authorized emergency vehicles, helping improve response times and reduce potential conflicts at signalized intersections.
The intersection of Seal Beach Boulevard at North Gate Road serves as the primary access point for Fire Station #48. Installing EVPE at this location would support emergency response operations by improving the ability of emergency vehicles to safely enter and travel through the intersection.
Because the traffic signal is owned and maintained by Caltrans, the City is required to enter into an agreement with Caltrans before EVPE may be installed, operated, and maintained at this location. The EVPE Maintenance Agreement will define the respective responsibilities of the City and Caltrans for maintenance, repair, operation, and coordination of the equipment within Caltrans jurisdiction.
Approval of the Agreement will establish a clear framework for interagency coordination and help ensure the equipment remains functional once installed.
Design and construction of this work will be performed under the Citywide Traffic Signal Improvement Program (CIP O-ST-6) and will be brought back to the City Council for consideration at a later date.
ENVIRONMENTAL IMPACT:
This item is not subject to the California Environmental Quality Act (CEQA) pursuant to Section 15061(b)(3) of the state CEQA Guidelines because it can be seen with certainty that the approval of a maintenance agreement will not have a significant effect on the environment.
Environmental impacts associated with the installation of the EVPE will be assessed under a separate effort.
LEGAL ANALYSIS:
The City Attorney has approved the Agreement and resolution as to form.
FINANCIAL IMPACT:
There is no immediate fiscal impact associated with approval of the Agreement.
Future costs related to design, construction, installation, and ongoing maintenance of the EVPE will be funded through the Citywide Traffic Signal Improvement Program, CIP O-ST-6, and will be brought forward as part of the future project approval, as applicable.
RECOMMENDATION:
That the City Council adopt Resolution 7796:
1. Approving an Emergency Vehicle Preemption Equipment Maintenance Agreement with the State of California for the future installation of emergency vehicle preemption equipment at the intersection of Seal Beach Boulevard at North Gate Road; and,
2. Authorizing the City Manager to execute the Agreement with the State of California on behalf of the City.
SUBMITTED BY: NOTED AND APPROVED:
Iris Lee Patrick Gallegos
Iris Lee, Director of Public Works Patrick Gallegos, City Manager ATTACHMENTS:
A. Resolution 7796
B. Emergency Vehicle Preemption Equipment Maintenance Agreement RESOLUTION 7796
A RESOLUTION OF THE SEAL BEACH CITY COUNCIL APPROVING
AND AUTHORIZING THE CITY MANAGER TO EXECUTE AN
EMERGENCY VEHICLE PREEMPTION EQUIPMENT MAINTENANCE
AGREEMENT WITH THE STATE OF CALIFORNIA (CIP O-ST-6)
WHEREAS, the City supports safe and efficient movement of emergency response vehicles throughout the City; and,
WHEREAS, emergency vehicle preemption equipment (EVPE) assists authorized emergency vehicles by providing priority movement through certain signalized intersections; and,
WHEREAS, the City desires to install EVPE at the intersection of Seal Beach Boulevard at North Gate Road, at which the traffic signal is owned and maintained by the California Department of Transportation (Caltrans); and,
WHEREAS, Caltrans requires a maintenance agreement (Agreement) to define the respective responsibilities of the City and Caltrans for the installation, operation, maintenance, repair, and coordination of the EVPE; and, WHEREAS, the City Council finds that the approval of the Agreement supports public safety, emergency response, and interagency coordination.
NOW, THEREFORE, the Seal Beach City Council does resolve, declare, determine and order as follows:
Section 1. The City Council hereby approves an Emergency Vehicle Preemption Equipment Maintenance Agreement with the State of California.
Section 2. The City Council hereby authorizes the City Manager to execute the Agreement and any related documents.
PASSED, APPROVED and ADOPTED by the Seal Beach City Council at a regular meeting held on the 22nd day of June 2026 by the following vote:
AYES: Council Members
NOES: Council Members
ABSENT: Council Members
ABSTAIN: Council Members
Lisa Landau, Mayor
ATTEST:
Gloria D. Harper, City Clerk
STATE OF CALIFORNIA }
COUNTY OF ORANGE } SS
CITY OF SEAL BEACH }
I, Gloria D. Harper, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution 7796 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 22nd day of June 2026.
Gloria D. Harper, City Clerk
Rev. 1/2023
MA #: EVP-FY-Dist-Cty-Rte-PM-Initials-XX
1 EMERGENCY VEHICLE PREEMPTION (EVP) MAINTENANCE AGREEMENT
WITH CITY OF SEAL BEACH
This EMERGENCY VEHICLE PREEMPTION (EVP) MAINTENANCE
AGREEMENT(“AGREEMENT”) is made by and between the State of California, acting by and through the Department of Transportation ("STATE"), and the CITY of SEAL BEACH (“LOCAL AGENCY”); each may be referred to individually as a “PARTY” and jointly as “PARTIES.”
RECITALS
1. PARTIES are authorized to enter AGREEMENT for the maintenance of the State Highway System per the California Streets and Highways Code, Sections 114 and 130.
2. EVP was installed under Cooperative Agreement/Encroachment Permit Number____________________ on State Route(s)all identified under Exhibit A, which is attached and has been made part of this AGREEMENT. EVP equipment owned and operated by LOCAL AGENCY for the purpose of emergency vehicle prioritization at traffic signals, including but not limited to infrared sensors and associated traffic signal cabling and cabinet equipment, supporting traffic signal infrastructure and associated hardware and software within locations is identified in Exhibit A.
3. This AGREEMENT and the Permit define the responsibilities of LOCAL AGENCY such as, but not limited to, operations, maintenance, repair, replacement, reinstallation, removal, and relocation of EVP.
4. This AGREEMENT shall specify the LOCAL AGENCY’s costs associated with the operation, maintenance, repair, replacement, reinstallation, removal, and relocation of EVP at locations listed in Exhibit A.
5. This AGREEMENT shall not be applicable to Red Light Enforcement Devices.
LOCAL AGENCY shall conform to the terms in Traffic Operations Policy 14- 01 REV1, dated January 2016 by applying for a separate encroachment permit for installation of Red-Light Enforcement Devices within its jurisdictional limits.
6. The PARTIES may have executed or are in the process of executing [a] prior Electrical Facilities Cost Sharing Agreement(s) covering electrical devices other than EVPs within LOCAL AGENCY’s jurisdictional limits. This AGREEMENT does not supersede the prior or pending Electrical Facilities Rev. 1/2023
MA #: EVP-FY-Dist-Cty-Rte-PM-Initials-XX
2 Cost Sharing Agreement(s). Such prior Electrical Facilities Cost Sharing Agreement(s) will remain in full force and effect.
7. Party Representatives and Notices:
All notices, document submittals and invoices required under this AGREEMENT shall be deemed to have been fully given when made in writing and received by the PARTIES at their respective addresses as indicated in Exhibit B which is attached to and made a part of this Agreement.
OPERATIVE PROVISIONS
1. Device Installation. LOCAL AGENCY shall apply for a separate encroachment permit to install any new EVP that are not expressly identified in Exhibit A. LOCAL AGENCY shall be responsible for any cost associated with modifications made to State-owned infrastructure to accommodate the newly installed EVPs. All installations of EVP shall meet applicable STATE design specifications and guidelines.
2. Maintenance. LOCAL AGENCY shall be responsible for performing maintenance, repairs, replacements, reinstallations, removals, and relocations of EVP and associated costs. LOCAL AGENCY shall be responsible for all respective costs associated with any damage(s) to STATEowned infrastructure caused by the LOCAL AGENCY’s operation and maintenance activities of EVP.
3. Maintenance Service Schedule. Upon approval of the necessary Encroachment Permit to perform maintenance, LOCAL AGENCY shall provide STATE’s District Area Maintenance Superintendent, at least twentyfour (24) hour prior telephone or email notice before performing any maintenance services under this AGREEMENT. LOCAL AGENCY shall notify the STATE of the frequency of its maintenance services. Maintenance services shall be performed between the hours of 9:00 AM and 03:00 PM or otherwise authorized by STATE and may be performed on weekends and holidays if necessary.
4. Device Removal. STATE shall revoke the encroachment permit granted to LOCAL AGENCY by giving a 5-business day written notice to remove any EVP (“concerned EVP”) that creates, or STATE deems, a safety hazard to the traveling public and/or STATE-owned infrastructure within STATE Right-of Way. LOCAL AGENCY shall duly remove the EVP at their own costs. Upon failure to remove EVP by 5 business days or within the extended time Rev. 1/2023
MA #: EVP-FY-Dist-Cty-Rte-PM-Initials-XX
3 provided by STATE, STATE shall so remove the concerned EVP and invoice the LOCAL AGENCY for the costs which shall be paid within date specified in the invoice(s). Upon removal of EVPs the Exhibit A shall be amended 30 calendar days after the removal of EVP or before the next billing cycle to reduce the reimbursement costs of the LOCAL AGENCY.
5. Storage of Removed Device STATE shall store any removed EVPs in a nearby STATE maintenance yard for up to 30 calendar days from initial notification to LOCAL AGENCY. If LOCAL AGENCY does not collect the EVP within 30 calendar days from initial notification, STATE reserves the right to dispose of the EVP without any further notification, and LOCAL AGENCY waives any right to compensation for the disposed EVP. Any disposal fees accrued by the STATE shall be invoiced to the LOCAL AGENCY.
6. Device Reinstallation. STATE shall make reasonable efforts to notify LOCAL AGENCY after the repair of any damaged State-owned infrastructure is complete to allow for LOCAL AGENCY to repair or reinstall their EVP equipment if necessary.
7. Costs of Additional Energy Utilization. LOCAL AGENCY and STATE have included under Exhibit A, the costs reimbursable to STATE for EVPs including, but not limited to, additional energy utilization, and required modifications to State-owned infrastructure to handle the added demand, both structural and utility based.
8. Billing. STATE shall bill LOCAL AGENCY biannually in arrears for LOCAL AGENCY’s reimbursement amount towards EVP energy costs listed in Exhibit A and any respective costs associated with any damage(s) to State-owned infrastructure caused by the LOCAL AGENCY’s maintenance activities of EVP.
9. Amendment to Agreement. This AGREEMENT may only be amended by a written agreement executed by all PARTIES. However, Exhibits ”A”, “B” and/or “C” can be modified, replaced, or supplementing pages by the written concurrence of representatives of respective PARTIES who are authorized to execute contracts. The most current fully executed Exhibits supersede any previous Exhibits, unless the most current Exhibits provide otherwise.
10. Successors. This AGREEMENT shall be binding upon and inure to the benefit of each of the PARTIES and their respective successors-in-interest including, any subsequently incorporated city or other municipality established within the LOCAL AGENCY’s jurisdictional limits. If the successor city or municipality Rev. 1/2023
MA #: EVP-FY-Dist-Cty-Rte-PM-Initials-XX
4 fails to accept the obligations of the LOCAL AGENCY by entering into a new agreement with STATE, LOCAL AGENCY shall continue to be contractually bound by the terms of this AGREEMENT.
11. Encroachment Permits. STATE shall issue, upon proper application, the encroachment permits required to perform maintenance within STATE Right-of Way. LOCAL AGENCY, its contractors, and authorized agents will not work within the State highway right-of-way without an encroachment permit issued to the LOCAL AGENCY. The encroachment permit shall list any and all contractors and agents allowed to work under it. STATE shall issue encroachment permits to LOCAL AGENCY at no cost. If the encroachment permits and this AGREEMENT conflict, the requirements of this AGREEMENT will prevail.
12. Traffic Control. LOCAL AGENCY shall provide all traffic control measures as per the terms stated in the General and Special Provisions of the encroachment permit obtained to engage in the maintenance, repairs, replacements, reinstallations, removals, and relocations of EVPs under this AGREEMENT.
13. Personal Data. STATE shall not have access to or control of the collected personal data through the LOCAL AGENCY’s EVPs. LOCAL AGENCY shall ensure that the STATE will not have access to the data collected by the EVPs.
14. Safety and Worker Compliance. LOCAL AGENCY shall be solely responsible for crew pay, workers compensation and any other benefits required by state and federal law. Subcontractors and crew members are not considered STATE’s employees at any time. LOCAL AGENCY shall comply with all applicable State and Federal statutes and regulations governing worker and public safety, including but not limited to compliance with CAL-OSHA regulations and guidelines. LOCAL AGENCY shall make arrangements through the STATE if traffic controls, flags, signs, or lane closures are necessary to safely perform any maintenance services. Dependent on the safety aspects of the work site, STATE’s personnel shall not be required to be at the worksite but shall be within the geographic area to respond to emergencies.
15. Budget Contingency. STATE’s obligations assumed under this AGREEMENT shall be contingent upon the Legislature appropriating sufficient funds under the Budget Act and the encumbrance of funding to the STATE’s District Office.
16. Legal Relations and Responsibilities.
Rev. 1/2023
MA #: EVP-FY-Dist-Cty-Rte-PM-Initials-XX
5 16.1 No Third-party Beneficiaries. This AGREEMENT is not intended to create duties, obligations, or rights of third parties beyond the PARTIES to this AGREEMENT. Nor does this AGREEMENT affect a PARTY’s legal liability by imposing any standard of care for the maintenance of STATE highways different from the standard of care imposed by law.
16.2 Indemnification. Neither STATE nor any of its officers or employees is responsible for any injury, damage or liability occurring by reason of anything done or omitted to be done by LOCAL AGENCY in
connection with any work, authority or jurisdiction conferred upon LOCAL AGENCY under this AGREEMENT. LOCAL AGENCY shall fully defend, indemnify, and save harmless STATE and its officers and employees from all claims, suits, or actions of every kind occurring by reason of anything done or omitted to be done by LOCAL AGENCY, its contractors, sub-contractors and/or its agents pursuant to this AGREEMENT.
Neither LOCAL AGENCY nor any of its officers or employees is responsible for any injury, damage or liability occurring by reason of anything done or omitted to be done by STATE, in connection with any work, authority or jurisdiction conferred upon STATE under this Agreement. STATE shall fully defend, indemnify, and save harmless LOCAL AGENCY and its officers and employees from all claims, suits, or actions of every kind occurring by reason of anything done or omitted to be done by STATE under this Agreement.
16.3 Work-related Injuries. If a LOCAL AGENCY-assigned crew member is injured while performing maintenance services under this AGREEMENT, LOCAL AGENCY or its designated subcontractor shall be responsible for ensuring the crew member is given prompt medical care and treatment and, if necessary, transportation to a medical facility. LOCAL AGENCY or its designated subcontractor shall administer any injury and workers compensation claims. LOCAL AGENCY shall notify the DMAC within twenty-four (24) hours when any such incident has occurred.
17. Prevailing Wages and Labor Compliance. LOCAL AGENCY shall comply with any and all applicable labor and prevailing wage requirements in Rev. 1/2023
MA #: EVP-FY-Dist-Cty-Rte-PM-Initials-XX
6 Labor Code Sections 1720 through 1815 and implementing regulations for public works or maintenance contracts and subcontracts executed for the LOCAL AGENCY’s maintenance services under this AGREEMENT.
18. Insurance.1 LOCAL AGENCY and its contractors and subcontractors shall maintain in force during the term of this AGREEMENT a policy of general liability insurance, including coverage of bodily injury and property damage liability, naming the STATE, its officers, agents and employees as the additional insured in an amount of $1 million per occurrence, $2 million in aggregate, and $5 million in excess. LOCAL AGENCY will provide a certificate of insurance evidencing this insurance in a form satisfactory to STATE.
19. Default. If a PARTY fails to perform obligations assumed under this agreement, the non-defaulting PARTY may by written notice request that the default be remedied within thirty (30) calendar days. If the defaulting PARTY fails or refuses to do so, the non-defaulting PARTY may complete the obligations and seek reimbursement from the defaulting PARTY who shall pay the invoice within thirty (30) calendar days. If there is an immediate threat to maintain the structural integrity of, or prevent imminent danger of destruction to, the features shown on Exhibit A, either PARTY may perform necessary maintenance or remedial measures to maintain the structural integrity and/or prevent destruction of the features without notice or delay.
20. Termination. This AGREEMENT may be terminated by the mutual written consent of each PARTY, and LOCAL AGENCY’s failure to comply with the provisions of this AGREEMENT may be grounds for revocation of permit(s) issued by STATE, for the EVP within STATE Right of Way.
21. Effective Date. This AGREEMENT shall become effective on the last of the dates each PARTY’s authorized representative has executed this AGREEMENT.
22. Authority. Each individual executing this AGREEMENT on behalf of each PARTY represents and warrants that he/she is duly authorized to execute this AGREEMENT. LOCAL AGENCY represents and certifies that it has, through its regular political process, authorized the execution of this AGREEMENT by appropriate resolution, delegation, or plenary authority as required.
1 Delete if self-insured.
Rev. 1/2023
MA #: EVP-FY-Dist-Cty-Rte-PM-Initials-XX
7 23. Electronic Signatures. Electronic signatures of the PARTIES, whether digital or encrypted, shall be intended to authenticate this written AGREEMENT, and shall have the same force and effect as manual signatures for this AGREEMENT.
THE CITY OF SEAL BEACH
STATE OF CALIFORNIA
DEPARTMENT OF TRANSPORTATION
APPROVED:
Date: Date:
City Manager
Date:
City Clerk
Rev. 1/2023
MA #: EVP-FY-Dist-Cty-Rte-PM-Initials-XX
8 Exhibit “A”
Estimated Reimbursement of EVPs costs
Route and
PM Location
EP or
Cooperative
Agreement
number.
Type of
Facility
Reimbursement amount
paid by
LOCAL AGENCY
405/22.76 Seal Beach
Boulevard
and North
Gate Road
1225-XXX0171 Traffic
Signal
$1,250
Rev. 1/2023
MA #: EVP-FY-Dist-Cty-Rte-PM-Initials-XX
9 Exhibit B
PARTY Representatives Contact information.
LOCAL AGENCY
Attn: Name of Project Manager: Iris Lee
Address: 211 8th St
City, Zip:_Seal Beach 90740
Contact Number:__(562) 431-2527 x1322
STATE
Attn: Name of DMAC (or other title):_____________________________________ Address:___________________________________________________ City, Zip:__________________________________________________ Contact Number:__________________________________
Agenda Item K
AGENDA STAFF REPORT
DATE: June 22, 2026
TO: Honorable Mayor and City Council
THRU: Patrick Gallegos, City Manager
FROM: Iris Lee, Director of Public Works
SUBJECT: Awarding and Authorizing Execution of a Public Works Agreement with US Builders & Consultants, Inc. for the
Stormwater Treatment Improvements at Galleon Way and
Electric Avenue, CIP SD2502
________________________________________________________________ SUMMARY OF REQUEST:
That the City Council adopt Resolution 7797:
1. Approving the scope of work, plans, specifications and other contract documents for the Stormwater Treatment Improvements at Galleon Way and Electric Avenue, CIP SD2502 (Project); and,
2. Approving and awarding a Public Works Agreement to US Builders & Consultants, Inc. in the not-to-exceed amount of $314,800 for the Project; and,
3. Authorizing the City Manager to execute a Public Works Agreement with US Builders & Consultants, Inc.; and authorizing the City Manager to approve additional work requests up to $78,700 (approximately 25%), in connection with the Project; and,
4. Authorizing the City Manager, or designee, to approve construction support services in the amount of $55,000, in connection with the Project, to be performed by the City’s on-call professional engineering firm BKF Engineers and on-call inspection services contractor NV5, Inc.
BACKGROUND AND ANALYSIS:
What is the ECP Tier 1 Grant Program?
The Environmental Cleanup Program (ECP) Tier 1 Grant Program, funded through Measure M2 and administered by the Orange County Transportation Authority (OCTA), provides competitive grants to Orange County cities and agencies for projects that reduce transportation-related pollution entering storm drain systems,
waterways, and ultimately the ocean. The program focuses on capturing visible pollutants such as trash, litter, and debris before they leave roadways and storm drains.
Tier 1 projects typically fund installation of:
• Hydrodynamic separators (HDS)
• Catch basin screens
• Full trash capture devices
• Retractable screens
• Other stormwater best management practices (BMPs)
The grants are intended to help local agencies comply with federal and state water quality regulations, including California's Trash Amendments, while supplementing local funding rather than replacing it.
Seal Beach's ECP Tier 1 Award
In the 2024 OCTA Project X Tier 1 funding cycle, the City received funding for the Galleon Way at Electric Avenue Stormwater Treatment Project (CIP SD2502). The Project was recommended for approximately $584,940 in Measure M2 funding with a required 20% local match. The approved scope included installation of:
• One Hydrodynamic Separator (HDS), and
• One Automatic Retractable Screen (ARS) – G2 (City-Procured) Public Bid Solicitation & Staff Recommendations
On May 6, 2026, the City solicited public bids for the Project and subsequently issued one (1) official addendum.
On May 27, 2026, at 2:00 pm, the City Clerk opened nine (9) public bids with the following bid results:
Rank Contractor Total Base Bid
Low US Builders & Consultants, Inc. $314,800.00
2 Estate Design and Construction, Inc. $355,700.00
3 O’Duffy Bros. Inc. $397,420.00
4 T.E. Roberts Incorporated $424,725.00
5 Mike Prlich and Sons, Inc. $433,070.00
6 GCI Construction, Inc. $449,000.00
7 C.H.I. Construction $467,500.00
8 Palp, Inc. DBA Excel Paving $468,968.00
9 Oppenheimer National $548,485.20
Based on staff’s bid package review and clarifications provided by the contractor it has been determined that the apparent low bidder, US Builders & Consultants, Inc. is a responsive and responsible bidder, holds an “A” General Engineering Contractor’s License and is a qualified firm to perform the Project. Therefore, Staff recommends awarding the public works contract to US Builders & Consultants, Inc.
Due to potential unforeseen conditions and dewatering that may be necessary, staff further recommends authorizing the City Manager, or designee, to approve additional work requests up to $78,700 (approximately 25%). Additionally, staff will be utilizing on-call contracts for construction support and requests approval of up to $55,000 for such construction support, including inspection services.
ENVIRONMENTAL IMPACT:
This item complies with all requirements of the California Environmental Quality Act (CEQA) and is categorically exempt under Section 15301 Class 1 Subsection (b) as the work involves restoration or rehabilitation of existing facilities.
LEGAL ANALYSIS:
The City Attorney has approved the agreement and resolution as to form.
FINANCIAL IMPACT:
The Project will utilize funds allocated in FY 2025-2026 CIP under CIP SD2502.
No budget amendment is being requested. Any unused funds will be returned to the original funding source.
The table below represents a breakdown of the estimated Project costs:
Description Amount
CITY MATCHING FUNDS (20%)
Design (Completed) $ 75,526
Materials (G2) $ 15,000
Construction Support* $ 17,000
Total Matching Funds: $ 107,526
GRANT FUNDED (80%)
Construction Support* $ 38,000
US Builders & Consultants, Inc. $ 314,800
Construction Contingency $ 78,700
Total Grant Funds: $ 431,500
Total Estimated Project Cost $ 539,026
*Construction support is split to reflect the required 80/20 grant structure, with a portion covered by grant funding and the remaining portion covered by city matching funds to ensure proper allocation and compliance with grant requirements.
STRATEGIC PLAN:
This item is not applicable to the Strategic Plan.
RECOMMENDATION:
That the City Council adopt Resolution 7797:
1. Approving the scope of work, plans, specifications and other contract documents for the Stormwater Treatment Improvements at Galleon Way and Electric Avenue, CIP SD2502 (Project); and,
2. Approving and awarding a Public Works Agreement to US Builders & Consultants, Inc. in the not-to-exceed amount of $314,800 for the Project; and,
3. Authorizing the City Manager to execute a Public Works Agreement with US Builders & Consultants, Inc.; and authorizing the City Manager to approve additional work requests up to $78,700 (approximately 25%), in connection with the Project; and,
4. Authorizing the City Manager, or designee, to approve construction support services in the amount of $55,000, in connection with the Project, to be performed by the City’s on-call professional engineering firm BKF Engineers and on-call inspection services contractor NV5, Inc.
SUBMITTED BY: NOTED AND APPROVED:
Iris Lee Patrick Gallegos
Iris Lee, Director of Public Works Patrick Gallegos, City Manager Prepared by: Kathryne Cho, Deputy Director of Public Works/City Engineer ATTACHMENTS:
A. Resolution 7797
B. Public Works Agreement with US Builders & Consultants, Inc.
RESOLUTION 7797
A RESOLUTION OF THE SEAL BEACH CITY COUNCIL
AWARDING A PUBLIC WORKS AGREEMENT WITH US
BUILDERS & CONSULTANTS, INC. FOR THE STORMWATER
TREATMENT IMPROVEMENTS AT GALLEON WAY AND
ELECTRIC AVENUE, CIP SD2502
WHEREAS, in the 2024 OCTA Project X Tier 1 funding cycle, the City of Seal Beach (City) received funding for the Stormwater Treatment Improvements at Galleon Way and Electric Avenue (Project), CIP SD2502; and, WHEREAS, funding for the Project was included in the Fiscal Year 2025-2026 Capital Improvements Program (CIP) for the installation of storm water capture devices; and,
WHEREAS, on May 6, 2026, the City solicited public bids for Project and received nine (9) bids in response to the solicitation; and,
WHEREAS, based on the bids opened on May 27, 2026, the apparent low bidder is US Builders & Consultants, Inc. in the amount of $314,800; and, WHEREAS, upon review of US Builders & Consultants, Inc.’s Bid Proposal and the Bid Documents, the City Council further finds that US Builders & Consultants, Inc. is a responsive and responsible bidder and a qualified firm to perform the Project.
NOW, THEREFORE, the Seal Beach City Council does resolve, declare, determine and order as follows:
SECTION 1. The City Council hereby approves the scope of work, specifications and other contract documents for the Stormwater Treatment Improvements at Galleon Way and Electric Avenue, CIP SD2502.
SECTION 2. Based on the recitals set forth above, which are incorporated herein by this reference, the City Council hereby awards a Public Works Agreement to US Builders & Consultants, Inc. for the Project in a notto-exceed amount of $314,800.
SECTION 3. The City Council hereby authorizes and directs the City Manager to execute the Public Works Agreement with US Builders &
Consultants, Inc. on behalf of the City for the Project.
SECTION 4. The City Council hereby authorizes the City Manager, or designee, to approve additional work requests and construction services by US Builders & Consultants, Inc. up to $78,700 (approximately 25%), in connection with the Project.
SECTION 5. The City Council hereby authorizes the City Manager, or designee, to approve construction support services up to $55,000, in connection with the Project, to be performed by the City’s on-call professional engineering firm BKF Engineers and on-call inspection services contractor NV5, Inc.
PASSED, APPROVED AND ADOPTED by the Seal Beach City Council at a regular meeting held on the 22nd day of June 2026 by the following vote:
AYES: Council Members
NOES: Council Members
ABSENT: Council Members
ABSTAIN: Council Members
Lisa Landau, Mayor
ATTEST:
Gloria D. Harper, City Clerk
STATE OF CALIFORNIA }
COUNTY OF ORANGE } SS
CITY OF SEAL BEACH }
I, Gloria D. Harper, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution 7797 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 22nd day of June 2026.
Gloria D. Harper, City Clerk
PUBLIC WORKS AGREEMENT
STORMWATER TREATMENT IMPROVEMENTS AT GALLEON WAY AND
ELECTRIC AVENUE
PROJECT CIP NO. SD2502
between
City of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
&
US Builders & Consultants Inc.
126 Desert Lotus
Irvine, California 92618
(714) 317-8402
(949) 203-2116 - FAX
THIS CONTRACT (“Contract”) is made as of June 22, 2026, by and between the City of Seal Beach, a California charter city (“City”), and US Builders & Consultants, Inc., a California corporation (“Contractor”) (collectively, “the parties” and individually, a “party”).
2 RECITALS
A. WHEREAS, the City Council of the City of Seal Beach (“City”) approved the plans and specifications for the Stormwater Treatment Improvements at Galleon Way and Electric Avenue, CIP SD2502 (“Project”) with respect to design criteria, and based thereon the City issued a Notice Inviting Bids dated May 6, 2026; and B. WHEREAS, Contractor submitted a Bid to City for the Project dated May 27, 2026 in the amount of $314,800 (“Bid” hereinafter) in response to the Notice Inviting Bids; and
C. WHEREAS, Contractor is a California licensed A and B Contractor (State Contractor's license number (License #) 1067739, DIR # 1000756487; and, D. WHEREAS, pursuant to the authority provided by its City Charter and Seal Beach Municipal Code, City desires to engage Contractor to carry out the Project in the manner set forth herein and more fully described in Section 1.0.
NOW, THEREFORE, in consideration of performance by the parties of the mutual promises, covenants, and conditions herein contained, the parties hereto agree as follows:
CONTRACT
1. Contractor’s Services.
1.1 Scope and Level of Services. For and in consideration of the mutual promises set forth herein, and subject to the terms and conditions set forth in this Contract, Contractor shall perform and complete in good and workmanlike manner all work (“Work”) for the Project identified as Lampson Well Treatment System, CIP WT1902 (“Project”) as described in this Contract and in the Contract Documents listed in Subsection 1.2.
1.2 Contract Documents. The Contract Documents consist of this Contract and all the following: Notice Inviting Bids, Instructions to Bidders, Accepted Bid Proposal and Bid Sheets, Notification of Award, Noncollusion Declaration, Designation of Subcontractors, Contractor’s Industrial Safety Record, Contractor’s Technical Ability and Experience References, Resumes, Bidder Questionnaire, Bid Bond, Faithful Performance Bond, Payment Bond (Labor and Materials), permits from regulatory agencies with jurisdiction, Special Provisions, Specifications, General Provisions, Plans, Standard Plans, Reference Documents, and any other documents referenced therein, all Addenda as prepared prior to the date of Bid opening setting forth any modifications or interpretations of any of said documents, Change Orders, and any and all supplemental agreements executed amending or extending the Work 3 contemplated and that may be required to complete the Work in a substantial and acceptable manner; and all Exhibits attached to this Contract. The Exhibits attached to this Contract include the Performance Bond (Exhibit A), Payment Bond (Labor and Materials) (Exhibit B), Workers’ Compensation Insurance Certificate (Exhibit C), Insurance Endorsements (Exhibit D), Acknowledgment of Penal and Civil Penalties Concerning Contractor Licensing Laws (Exhibit E), Acknowledgment of Labor Law Requirements (Exhibit F), Standard Specifications and Reference Documents (Exhibit G), Non-Collusion Declaration (Exhibit H), Contractor’s Industrial Safety Record (Exhibit I), Declaration of Subcontractors (Exhibit J), and Accepted Bid Proposal with Bid Sheets (Exhibit K). All Contract Documents are hereby incorporated into this Contract.
1.3 The Work shall be performed in accordance with the Plans, Specifications and other Contract Documents. Contractor shall furnish at its own expense all labor, materials, equipment and services necessary therefor, except such labor, materials, equipment and services as are specified in the Contract Documents to be furnished by City.
1.4 In the event of any material discrepancy between the express provisions of this Contract and the provisions of the other Contract Documents, the provisions of this Contract shall prevail.
2. Effective Date. This Contract is effective as of June 22, 2026 (the “Effective Date”), and shall remain in full force and effect until Contractor has rendered the services required by this Contract and a Notice of Completion has been filed with the Orange County Recorder, unless sooner terminated or extended pursuant to this Contract.
3. Contractor’s Compensation.
3.1 Payment. For performing and completing the Work in accordance with the Contract Documents, City shall pay Contractor, in accordance with the Bid Proposal as full compensation therefor, but in no event will City pay more than the total not-to-exceed amount of $314,800 (Three Hundred Fourteen Thousand Eight Hundred dollars), subject to any additions and deletions pursuant to the terms of the Contract Documents. Said sum shall constitute payment in full for all Work performed hereunder, including, without limitation, all labor, materials, equipment, tools and services used or incorporated in the Work, supervision, administration, overhead, expenses and any and all other things required, furnished or incurred for completion of the Work as specified in the Contract Documents. City shall make payments to Contractor on account of the Contract sum at the time, in the manner, and upon the conditions specified in the Contract Documents.
3.2 Additional Work. The City Manager may authorize extra work to fund unforeseen conditions up to the amount approved at the time of award by the City Council, subject to the not-to-exceed amount set forth in Section 3.1. Payment for additional work in excess of this amount requires prior City Council authorization. 4 4. Contractor’s Personnel.
4.1 All Work shall be performed by Contractor or under Contractor’s direct supervision, and all personnel shall possess the qualifications, permits, and licenses required by the Seal Beach Municipal Code and other state and local laws and by the Notice Inviting Bids/Instructions to Bidders to perform such Services, including, without limitation, a City of Seal Beach business license as required by the Seal Beach Municipal Code.
4.2 Contractor shall be responsible for payment of all employees’ wages and benefits, and shall comply with all requirements pertaining to employer’s liability, workers’ compensation, unemployment insurance, and Social Security.
Contractor shall fully comply with the workers’ compensation law regarding Contractor and Contractor’s employees.
4.3 Contractor shall indemnify and hold harmless City and its elected officials, officers, employees, servants, volunteers, and those City agents serving as independent contractors in the role of City officials, from any and all liabilities, damages, claims, costs and expenses of any nature to the extent arising from Contractor’s alleged violations of personnel practices.
4.4 Contractor is, and shall at all times remain as to City, a wholly independent contractor. Contractor shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act as an agent of City. Neither City nor any of its agents shall have control over the conduct of Contractor or any of Contractor’s employees, except as set forth in this Contract. Contractor shall not, at any time, or in any manner, represent that it or any of its officers, agents, or employees are in any manner employees of City. Contractor shall pay all required taxes on amounts paid to Contractor under this Contract, and indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the Work performed pursuant to this Contract.
4.5 City shall have the right to offset against the amount of any fees due to Contractor under this Contract any amount due to City from Contractor as a result of Contractor’s failure to promptly pay to City any reimbursement or indemnification arising under this Section 4.
5. Indemnification.
5.1 Contractor’s Duty. To the fullest extent permitted by law, Contractor shall, at its sole cost and expense, defend, indemnify, and hold the City and its elected and appointed officials, officers, attorneys, agents, employees, volunteers, successors, assigns, and those City agents serving as independent contractors in the role of City officials (collectively “Indemnitees”) from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments, penalties, stop notices, liens, liabilities and losses of any nature whatsoever, including fees of accountants, attorneys or other professionals and all costs associated 5 therewith and the payment of all consequential damages (collectively, “Liabilities”), in law or in equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to, the acts or omissions of Contractor, its officers, agents, attorneys, servants, employees, Subcontractors, materialmen, contractors, or their officers, agents, servants or employees (or any entity or individual for whom the Contractor bears legal liability)in the performance of the Contract, including the Indemnitees’ active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct of the Indemnitees, as determined by court decision or by the agreement of the Parties. Contractor shall defend the Indemnitees in any action or actions filed in connection with any Liabilities with counsel of the Indemnitees’ choice, and shall pay all costs and expenses, including all attorneys’ fees and experts’ costs actually incurred in connection with such defense. Contractor shall reimburse the Indemnitees for any and all legal expenses and costs incurred by Indemnitees in connection therewith. The City shall not be liable for any accident, loss, or damage to the Work prior to completion, except as otherwise specified in Section 6-5 of the Specifications.
5.2 Taxes and Workers’ Compensation. Contractor shall pay all required taxes on amounts paid to the Contractor under the Contract, and indemnify and hold the City harmless from any and all taxes, assessments, penalties, and interest asserted against the City by reason of the independent contractor relationship created by the Contract. Contractor shall fully comply with the Workers’ Compensation law regarding Contractor and Contractor’s employees. Contractor shall indemnify and hold the City harmless from any failure of Contractor to comply with applicable Workers’ Compensation laws. City may offset against the amount of any fees due to Contractor under the Contract any amount due to City from Contractor as a result of Contractor’s failure to promptly pay to the City any reimbursement or indemnification arising under this Subsection 5.2.
5.3 Bid Protests. In addition to all other obligations set forth in this Section 5, Contractor shall reimburse the City for all attorneys’ fees and costs incurred by City in connection with, arising out of or incident to any Bid protest.
5.4 Civil Code Exception. Nothing in this Section 5 shall be construed to encompass Indemnitees’ sole negligence or willful misconduct to the limited extent that the underlying Contract is subject to Civil Code Section 2782(a) or the City’s active negligence to the limited extent that the underlying Contract Documents are subject to Civil Code Section 2782(b), provided such sole negligence, willful misconduct or active negligence is determined by agreement between the parties or by the findings of a court of competent jurisdiction.
5.5 Workers’ Compensation Acts not Limiting. Contractor’s indemnifications and obligations under this Section 5, or any other provision of the Contract, shall not be limited by the provisions of any Workers’ Compensation act or similar act. Contractor expressly waives its statutory immunity under such statutes or laws as to City, its officers, agents, employees and volunteers. 6 5.6 Insurance Requirements not Limiting. City does not, and shall not, waive any rights that it may possess against Contractor because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to the Contract. The indemnities in this Section 5 shall apply regardless of whether or not any insurance policies are determined to be applicable to the Liabilities, tax, assessment, penalty or interest asserted against City.
5.7 Nonwaiver of Rights. Indemnitees do not, and shall not, waive any rights that they may possess against Contractor because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Contract.
5.8 Subcontractor Indemnity Agreements. Contractor shall obtain executed indemnity agreements with provisions identical to those in this Section 5 from each and every Subcontractor or any other person or entity involved by, for, with or on behalf of Contractor in the performance of the Contract. If Contractor fails to obtain such indemnity obligations, Contractor shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Liabilities at law or in equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Contractor’s Subcontractor, its officers, agents, servants, employees, Subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual for whom Contractor’s Subcontractor bears legal liability) in the performance of the Contract, including the Indemnitees’ active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final court decision or by the agreement of the Parties.
5.9 Survival. The provisions of this Section 5 shall survive the expiration or termination of the Contract, are intended to be as broad and inclusive as is permitted by the law of the State, and are in addition to any other rights or remedies that Indemnitees may have under the law. Payment is not required as a condition precedent to an Indemnitee’s right to recover under this indemnity provision, and an entry of judgment against a Contractor shall be conclusive in favor of the Indemnitee’s right to recover under this indemnity provision.
6. Insurance.
6.1 Liability Insurance. Contractor shall at all times during the term of this Contract carry, maintain and keep in full force and effect the insurance referenced in this Section 6. The policy limits set forth below do not act as a limitation upon the amount of indemnification to be provided by Contractor. Contractor shall complete and execute the following documents attached as Exhibits hereto and incorporated herein by this reference:
6.1.1 Exhibit D-1: Additional Insured Endorsement -
Commercial General Liability.
7 6.1.2 Exhibit D-2: Additional Insured Endorsement -
Automobile Liability.
6.2 Minimum Scope of Insurance. Unless otherwise approved by City, coverage shall be at least as broad as:
6.2.1 Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001).
6.2.2 Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto).
6.2.3 Insurance Services Office form number CG 20 10 11 85 (Ed. 11/85) covering Additional Insured—Owners, Lessees or Contactors (Form B).
6.2.4 Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance.
6.3 Minimum Limits of Insurance. Contractor shall maintain limits no less than:
6.3.1 General Liability: $2,000,000 per occurrence and in the aggregate for bodily injury, personal injury and property damage. Commercial General Liability Insurance or other form with a general aggregate limit shall apply separately to this Contract or the general limit shall be twice the required occurrence limit.
6.3.2 Automobile Liability: $2,000,000 per occurrence for bodily injury and property damage.
6.3.3 Employer’s Liability: $1,000,000 per occurrence and in the aggregate for bodily injury or disease; and Workers’ Compensation Insurance in the amount required by law.
6.4 Additional Insureds. City, its elected and appointed officials, officers, employees, attorneys, agents, volunteers, and independent contractors in the role of City officials, shall be the insured or named as additional insureds covering the Work, regardless of any inconsistent statement in the policy or any subsequent endorsement, whether liability is attributable to Contractor or City.
6.5 Replacement Insurance. Contractor agrees that it will not cancel, reduce or otherwise modify the insurance coverage required by the Contract during the term of the Contract. Contractor agrees that if it does not keep the required insurance in full force and effect, and such insurance is available at a reasonable cost, City may take out the necessary insurance and pay the premium thereon, and the repayment thereof shall be deemed an obligation of Contractor and the cost of such insurance may be deducted, at the option of City, from payments due Contractor. This shall be in 8 addition to all other legal options available to City to enforce the insurance requirements.
6.6 Certificates of Insurance with Original Endorsements. Contractor shall submit to City certificates of insurance with the original endorsements, both of which reference the same policy number, for each of the insurance policies that meet the insurance requirements, not less than one (1) day before beginning of performance under the Contract. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. Endorsements must be executed on City’s forms titled “Additional Insured Endorsement,” copies of which are attached as exhibits to this Contract, or on any other form that contains substantially the same terms and is approved by City’s Risk Manager. The endorsements must specifically name the City of Seal Beach and its elected and appointed officials, officers, employees, attorneys, agents, volunteers, and independent contractors in the role of City officials as insureds or additional insureds. Current insurance certificates and endorsements shall be kept on file with City at all times during the term of this Contract. City reserves the right to require complete, certified copies of all required insurance policies at any time.
6.7 Deductibles and Self-Insured Retentions. Contractor shall inform City of any deductibles or self-insured retentions except with respect to any professional liability insurance.
6.8 Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:
6.8.1 For any claims related to this Contract, Contractor’s insurance coverage shall be primary insurance as respects City, its officers, officials, employees, volunteers and those City agents serving as independent contractors in the role of City officials. Any insurance or self-insurance maintained by City, their officers, officials, employees, volunteers or those City agents serving as independent contractors in the role of City officials shall be excess of Contractor’s insurance and shall not contribute with it.
6.8.2 Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.
6.8.3 Each insurance policy required by this Section 6 shall be endorsed to state that coverage shall not be canceled or materially modified except after 30 calendar days prior written notice by first class mail has been given to City.
6.8.4 Each insurance policy required by this Section 6 shall expressly waive the insurer’s right of subrogation against City and its elected officials, officers, employees, servants, attorneys, volunteers, and those City agents serving as independent contractors in the role of City or agency officials. By executing this Agreement, Contractor waives all rights of subrogation against City and its elected and 9 appointed officials, officers, employees, agents, volunteers and those City agents serving as independent contractors in the role of City officials.
6.9 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VIIl unless waived in writing by City’s Risk Manager.
6.10 No Limitation on Indemnity. The insurance provisions shall not be construed to limit Contractor’s indemnity obligations contained in this Contract or any other Contract Documents.
6.11 Insurance Requirements not Limiting. If Contractor maintains broader coverage and/or higher limits than the minimums required in this Section 6, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. No representation is made that the minimum insurance requirements of this Contract are sufficient to cover the obligations of Contractor under this Contract.
6.12 Subcontractors. Contractor shall require each of its Subcontractors that perform services under the Contract to maintain insurance coverage that meets all of the requirements of the Contract including this Section 6.
7. Liquidated Damages. Should the Contractor fail to complete the Project, or any part thereof, in the time agreed upon in the Contract, the Contractor shall reimburse the City for the additional expense and damage for each calendar day that the Contract remains uncompleted after the Contract completion date. It is agreed that the amount of such additional expense and damage incurred by reason of failure to complete the Contract is the per diem rate of $1,500.00 per calendar day. Such amount is hereby agreed upon as liquidated damages for the loss to the City resulting from the failure of the Contractor to complete the Project within the allotted time and to the value of the operation of the works dependent thereon. It is expressly understood and agreed that this amount is a reasonable amount and is established in lieu of damages that are incapable of calculation at the inception hereof; and this amount is not to be considered in the nature of a penalty. The City shall have the right to deduct such damages from any amount due, or that may become due to the Contractor, or the amount of such damages shall be due and collectible from the Contractor or the Contractor’s Surety.
Progress payments made after the scheduled completion date shall not constitute a waiver of liquidated damages.
8. Suspension. City may, in writing, order Contractor to suspend all or any part of the Contractor’s Services for the convenience of City or for work stoppages beyond the control of City or Contractor. A suspension of the Services does not void this Contract.
9. Notices. Any notices, bills, invoices, or reports authorized or required by 10 this Contract shall be in writing and shall be deemed received on (a) the day of delivery if delivered by hand or overnight courier service during Contractor’s and City’s regular business hours or by facsimile before or during Contractor’s regular business hours; or (b) on the third business day following deposit in the United States mail, postage prepaid, to the addresses heretofore set forth in the Contract, or to such other addresses as the parties may, from time to time, designate in writing pursuant to the provisions of this Section. All notices shall be addressed as follows:
If to City: City Clerk
City of Seal Beach
211-8th Street
Seal Beach, California 90740
Telephone: (562) 431-2527
Fax: (562) 493-9857
With a copy to:
Public Works Director
City of Seal Beach
211-8th Street
Seal Beach, California 90740
If to Contractor: US Builders & Consultants, Inc
126 Desert Lotus
Irvine, California 92618
Telephone: (714) 317-8402
Fax: (949) 203-2116
Email: [email protected]
Attn: Tamer Awad
10. Non-Assignability; Subcontracting. Contractor shall not assign, transfer, or subcontract any interest in this Contract or the performance of any of Contractor’s obligations hereunder. Any attempt by Contractor to so assign, transfer, or subcontract any rights, duties, or obligations arising hereunder shall be null, void and of no effect.
11. Compliance with Laws. Contractor shall comply with all applicable federal, state and local laws, ordinances, codes and regulations in force at the time Contractor performs the Services.
12. Non-Waiver of Terms, Rights and Remedies. Waiver by either party of any one or more of the conditions of performance under this Contract shall not be a waiver of any other condition of performance under this Contract. In no event shall the making by City of any payment to Contractor constitute or be construed as a waiver by City of any breach of covenant, or any default which may then exist on the part of Contractor, and the making of any such payment by City shall in no way impair or prejudice any right or remedy available to City with regard to such breach or default.
13. Attorneys’ Fees. In the event that either party to this Contract shall 11 commence any legal action or proceeding to enforce or interpret the provisions of this Contract, each party shall be responsible for their own attorneys’ fees.
14. Construction. The validity, interpretation, and performance of this Contract shall be controlled by and construed under the laws of the State of California, with venue in Orange County, California. In the event of any asserted ambiguity in, or dispute regarding the interpretation of any matter herein, the interpretation of this Contract shall not be resolved by any rules of interpretation providing for interpretation against the party who causes the uncertainty to exist or against the party who drafted the Contract or who drafted that portion of the Contract.
15. Workers’ Compensation. Labor Code Sections 1860 and 3700 provide that every contractor will be required to secure the payment of compensation to its employees. In accordance with the provisions of Labor Code Section 1861, by signing this Contract, the Contractor certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the Work of this Contract.”
16. Prevailing Wages. The City and the Contractor acknowledge that the Project is a public work to which prevailing wages apply, and Contractor shall comply in all respects with all applicable provisions of the California Labor Code, including but not limited to those set forth in Exhibits E and F, attached hereto.
17. Claim Dispute Resolution.
17.1 In the event of any dispute or controversy with the City over any matter whatsoever, the Contractor shall not cause any delay or cessation in or of Work, but shall proceed with the performance of the Work in dispute. Contractor shall retain any and all rights provided that pertain to the resolution of disputes and protests between the parties. The Disputed Work will be characterized as an “unresolved dispute” and payment, if any, shall be as later determined by mutual agreement or a court of law. Contractor shall keep accurate, detailed records of all Disputed Work, claims and other disputed matters.
17.2 All claims arising out of or related to the Contract Documents or this Project, and the consideration and payment of such claims, are subject to the Government Claims Act (Government Code Section 810 et seq.) with regard to filing claims. All such claims are also subject to Public Contract Code Section 9204 and Public Contract Code Section 20104 et seq. (Article 1.5), where applicable. This Contract hereby incorporates those provisions as though fully set forth herein. Thus, Contractor or any Subcontractor must file a claim in accordance with the Government Claims Act as a prerequisite to filing a construction claim in compliance with Section 12 9204 and Article 1.5 (if applicable), and must then adhere to Article 1.5 and Section 9204, as applicable, pursuant to the definition of “claim” as individually defined therein.
18. Antitrust Claims. In entering into this Contract, Contractor offers and agrees to assign to City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. § 15) or under the Cartwright Act (Business and Professions Code Section 16700 et seq.) arising from purchases of goods, services, or materials pursuant to the Agreement. This assignment shall be made and become effective at the time City tenders final payment to Contractor without further acknowledgment by the parties.
19. Prohibited Interests; Conflict of Interest
19.1. Contractor covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Work, or which would conflict in any manner with the performance of the Work under this Agreement.
Contractor further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Contractor shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Work. Contractor shall not accept any employment or representation during the term of this Agreement which is or may likely make Contractor “financially interested” (as provided in California Government Code §§ 1090 and 87100) in any decision made by City on any matter in connection with which Contractor has been retained.
19.2. Contractor further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Contractor, to solicit or obtain this Agreement. Nor has Contractor paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Contractor, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Contractor hereunder the full amount or value of any such fee, commission, percentage or gift.
19.3. Contractor warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, non-contractual, financial, proprietary, or otherwise, in this transaction or in the business of Contractor, and that if any such interest comes to the knowledge of Contractor at any time during the term of this Agreement, Contractor shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited “conflict of interest” under applicable laws as described in this subsection.
20. Entire Agreement. This Contract, including any other documents incorporated herein by specific reference, represents the entire and integrated agreement between Contractor and City. This Contract supersedes all prior oral or written negotiations, representations, or agreements. This Contract may not be 13 amended, nor any provision or breach hereof waived, except in a writing signed by the parties which expressly refers to this Contract.
21. Severability. The invalidity in whole or in part of any provisions of this Contract shall not void or affect the validity of the other provisions of this Contract.
22. Titles and Headings. The titles and headings used in this Contract are for convenience only and shall in no way define, limit or describe the scope or intent of this Contract or any part of it.
23. Authority. Any person executing this Contract on behalf of Contractor warrants and represents that he or she has the authority to execute this Contract on behalf of Contractor and has the authority to bind Contractor to the performance of its obligations hereunder.
24. Counterparts. This Contract may be executed in counterpart originals, duplicate originals, or both, each of which is deemed to be an original for all purposes.
EXHIBIT A
FAITHFUL PERFORMANCE BOND
Bond No. __________
PERFORMANCE BOND
KNOW ALL PERSONS BY THESE PRESENTS that:
WHEREAS the City of Seal Beach (“City”), has awarded to
(“Principal”)
(Name and address of Contractor)
a contract (the “Contract”) for the Work described as follows:
Stormwater Treatment Improvements at Galleon Way and Electric Avenue, CIP SD2502
(Project name)
WHEREAS, Principal is required under the terms of the Contract to furnish a Bond for the faithful performance of the Contract.
NOW, THEREFORE, we, the undersigned Principal, and
,
(Name and address of Surety)
(“Surety”) a duly admitted surety insurer under the laws of the State of California, as Surety, are held and firmly bound unto the City in the penal sum of
Dollars ($ ), this amount being not less than the total Contract Price, in lawful money of the United States of America, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, successors executors and administrators, jointly and severally, firmly by these presents.
THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if the hereby bounded Principal, his, her or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and provisions in the Contract and any alteration thereof made as therein provided, on the Principal’s part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their true intent and meaning, and shall indemnify and save harmless the City, its officers, agents and employees, as therein stipulated, then this obligation shall become null and void; otherwise, it shall be and remain in full force and effect.
As a part of the obligation secured hereby and in addition to the face amount specified therefor, there shall be included costs and reasonable expenses and fees, including reasonable attorneys’ fees, incurred by City in successfully enforcing such obligation, all to be taxed as costs and included in any judgment rendered. Surety hereby waives any statute of limitations as it applies to an action on this Bond.
The Surety hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract or of the Work to be performed thereunder or the specifications accompanying the same shall in anywise affect its obligations under this Bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract or to the Work or to the specifications. Surety hereby waives the provisions of California Civil Code Sections 2845 and 2849. The City is the principal beneficiary of this Bond and has all rights of a party hereto.
IN WITNESS WHEREOF, two (2) identical counterparts of this instrument, each of which shall for all purposes be deemed an original hereof, have been duly executed by Principal and Surety, on the date set forth below, the name of each corporate party being hereto affixed and these presents duly signed by its undersigned representative(s) pursuant to authority of its governing body.
Dated:
“Principal”
By:
Its
By:
Its
(Seal)
“Surety”
By:
Its
By:
Its
(Seal)
Note: This Bond must be executed in duplicate and dated, all signatures must be notarized, and evidence of the authority of any person signing as attorney-in-fact must be attached. DATE OF BOND MUST NOT BE BEFORE DATE OF CONTRACT. Surety companies executing Bonds must appear on the Treasury Department’s most current list (Circular 570 as amended) and be authorized to transact business in the State where the project is located.
EXHIBIT B
PAYMENT BOND (LABOR AND MATERIALS)
Bond No. __________
PAYMENT BOND
(LABOR AND MATERIALS)
KNOW ALL PERSONS BY THESE PRESENTS that:
WHEREAS the City of Seal Beach (“City”), State of California, has awarded to
(“Principal”)
(Name and address of Contractor)
a contract (the “Contract”) for the Work described as follows:
Stormwater Treatment Improvements at Galleon Way and Electric Avenue, CIP SD2502______
(Project name)
WHEREAS, under the terms of the Contract, the Principal is required before entering upon the performance of the Work, to file a good and sufficient payment Bond with the City to secure the claims to which reference is made in Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code.
NOW, THEREFORE, we, the undersigned Principal, and
(Name and address of Surety)
(“Surety”) a duly admitted surety insurer under the laws of the State of California, as Surety, are held and firmly bound unto the City and all contractors, subcontractors, laborers, material suppliers, and other persons employed in the performance of the Contract and referred to in Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code in the penal sum of
Dollars ($ ), for materials furnished or labor thereon of any kind, or for amounts due under the Unemployment Insurance Act with respect to this Work or labor, that the Surety will pay the same in an amount not exceeding the amount hereinabove set forth, and also in case suit is brought upon this Bond, will pay, in addition to the face amount thereof, costs and reasonable expenses and fees, including reasonable attorneys’ fees, incurred by City in successfully enforcing this obligation, to be awarded and fixed by the court, and to be taxed as costs and to be included in the judgment therein rendered.
It is hereby expressly stipulated and agreed that this Bond shall inure to the benefit of any and all persons, companies, and corporations entitled to file claims under Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code, so as to give a right of action to them or their assigns in any suit brought upon this Bond.
Upon expiration of the time within which the California Labor Commissioner may serve a civil wage and penalty assessment against the principal, any of its subcontractors, or both the principal and its subcontractors pursuant to Labor Code Section 1741, and upon expiration of the time within which a joint labor management committee may commence an action against the principal, any of its subcontractors, or both the principal and its subcontractors pursuant to Labor Code Section 1771.2, if the condition of this Bond be fully performed, then this obligation shall become null and void; otherwise, it shall be and remain in full force and effect.
The Surety hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the Contract or the Specifications accompanying the same shall in any manner affect its obligations on this Bond, and it does hereby waive notice of any such change, extension, alteration, or addition.
IN WITNESS WHEREOF, two (2) identical counterparts of this instrument, each of which shall for all purposes be deemed an original hereof, have been duly executed by Principal and Surety, on the date set forth below, the name of each corporate party being hereto affixed and these presents duly signed by its undersigned representative(s) pursuant to authority of its governing body.
Dated:
“Principal”
By:
Its
By:
Its
(Seal)
“Surety”
By:
Its
By:
Its
(Seal)
Note: This Bond must be executed in duplicate and dated, all signatures must be notarized, and evidence of the authority of any person signing as attorney-in-fact must be attached. DATE OF BOND MUST NOT BE BEFORE DATE OF CONTRACT. Surety companies executing Bonds must appear on the Treasury Department’s most current list (Circular 570 as amended) and be authorized to transact business in the State where the project is located.
EXHIBIT C
WORKER’S COMPENSATION INSURANCE CERTIFICATE
WORKERS’ COMPENSATION
CERTIFICATE OF INSURANCE
WHEREAS, the City of Seal Beach (“City”) has required certain insurance to be provided by:
NOW THEREFORE, the undersigned insurance company does hereby certify that it has issued the policy or policies described below to the following named insureds and that the same are in force at this time:
1. This certificate is issued to:
City of Seal Beach
City Hall
211 8th Street
Seal Beach, California 90740
The insureds under such policy or policies are:
2. Workers’ Compensation Policy or Policies in a form approved by the Insurance Commissioner of California covering all operations of the named insureds as follows:
Policy Number Effective Date Expiration Date
By:
Its Authorized Representative
EXHIBIT D-1
ADDITIONAL INSURED ENDORSEMENT
COMMERCIAL GENERAL LIABILITY
[INSERT INSURANCE CERTIFICATE SHOWING COMMERCIAL GENERAL LIABILITY]
ADDITIONAL INSURED ENDORSEMENT
COMPREHENSIVE GENERAL LIABILITY
Name and address of named insured (“Named Insured”):
Name and address of insurance company (“Company”):
General description of agreement(s), permit(s), license(s), and/or activity(ies) insured:
Notwithstanding any inconsistent statement in the policy to which this endorsement is attached (the “Policy”) or in any endorsement now or hereafter attached thereto, it is agreed as follows:
1. The City of Seal Beach (“City”), its elected officials, officers, attorneys, agents, employees, volunteers and those City agents serving as independent contractors in the role of City officials, are additional insureds (the above named additional insureds are hereafter referred to as the “Additional Insureds”) under the Policy in relation to those activities described generally above with regard to operations performed by or on behalf of the Named Insured. The Additional Insureds have no liability for the payment of any premiums or assessments under the Policy.
2. The insurance coverages afforded the Additional Insureds under the Policy shall be primary insurance, and no other insurance maintained by the Additional Insureds shall be called upon to contribute with the insurance coverages provided by the Policy.
3. Each insurance coverage under the Policy shall apply separately to each Additional Insured against whom claim is made or suit is brought except with respect to the limits of the Company’s liability.
4. Nothing in this contract of insurance shall be construed to preclude coverage of a claim by one insured under the policy against another insured under the policy. All such claims shall be covered as third-party claims, i.e., in the same manner as if separate policies had been issued to each insured. Nothing contained in this provision shall operate to increase or replicate the Company’s limits of liability as provided under the policy.
5. The insurance afforded by the Policy for contractual liability insurance (subject to the terms, conditions and exclusions applicable to such insurance) includes liability assumed by the Named Insured under the indemnification and/or hold harmless provision(s) contained in or executed in conjunction with the written agreement(s) or permit(s) designated above, between the Named Insured and the Additional Insureds.
6. The policy to which this endorsement is attached shall not be subject to cancellation, change in coverage, reduction of limits (except as the result of the payment of claims), or non-renewal except after written notice to City, by certified mail, return receipt requested, not less than thirty (30) Days before the effective date thereof. In the event of Company’s failure to comply with this notice provision, the policy as initially drafted will continue in full force and effect until compliance with this notice requirement.
7. Company hereby waives all rights of subrogation and contribution against the Additional Insureds, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to the perils insured against in relation to those activities described generally above with regard to operations performed by or on behalf of the Named Insured regardless of any prior, concurrent, or subsequent active or passive negligence by the Additional Insureds.
8. It is hereby agreed that the laws of the State of California shall apply to and govern the validity, construction, interpretation, and enforcement of this contract of insurance.
9. This endorsement and all notices given hereunder shall be sent to City at:
City Manager
City of Seal Beach
City Hall
211 8th Street
Seal Beach, CA 90740
10. Except as stated above and not in conflict with this endorsement, nothing contained herein shall be held to waive, alter or extend any of the limits, agreements, or exclusions of the policy to which this endorsement is attached.
TYPE OF COVERAGES TO WHICH THIS
ENDORSEMENT ATTACHES
POLICY PERIOD
FROM/TO
LIMITS OF
LIABILITY
11. Scheduled items or locations are to be identified on an attached sheet. The following inclusions relate to the above coverages. Includes:
□ Contractual Liability □ Explosion Hazard
□ Owners/Landlords/Tenants □ Collapse Hazard
□ Manufacturers/Contractors □ Underground Property Damage □ Products/Completed Operations □ Pollution Liability
□ Broad Form Property Damage □ Liquor Liability
□ Extended Bodily Injury □
□ Broad Form Comprehensive □
□ General Liability Endorsement □
12. A □ deductible or □ self-insured retention (check one) of $ applies to all coverage(s) except: if none, so state). The deductible is applicable □ per claim or □ per occurrence (check one).
13. This is an □ occurrence or □ claims made policy (check one).
14. This endorsement is effective on at 12:01 a.m. and forms a part of Policy Number .
I, (print name), hereby declare under penalty of perjury under the laws of the State of California, that I have the authority to bind the Company to this endorsement and that by my execution hereof, I do so bind the Company.
Executed , 20___
Signature of Authorized Representative
(Original signature only; no facsimile signature
Telephone No.: ( ) or initialed signature accepted)
EXHIBIT D-2
ADDITIONAL INSURED ENDORSEMENT
AUTOMOBILE LIABILITY
[INSERT INSURANCE CERTIFICATE SHOWING AUTOMOBILE LIABILITY]
ADDITIONAL INSURED ENDORSEMENT
AUTOMOBILE LIABILITY
Name and address of named insured (“Named Insured”):
Name and address of insurance company (“Company”):
General description of agreement(s), permit(s), license(s), and/or activity(ies) insured:
Notwithstanding any inconsistent statement in the policy to which this endorsement is attached (the “Policy”) or in any endorsement now or hereafter attached thereto, it is agreed as follows:
1. The City of Seal Beach (“City”), its elected officials, officers, attorneys, agents, employees, volunteers and those City agents serving as independent contractors in the role of City officials are additional insureds (the above named additional insureds are hereafter referred to as the “Additional Insureds”) under the Policy in relation to those activities described generally above with regard to operations performed by or on behalf of the Named Insured. The Additional Insureds have no liability for the payment of any premiums or assessments under the Policy.
2. The insurance coverages afforded the Additional Insureds under the Policy shall be primary insurance, and no other insurance maintained by the Additional Insureds shall be called upon to contribute with the insurance coverages provided by the Policy.
3. Each insurance coverage under the Policy shall apply separately to each Additional Insured against whom claim is made or suit is brought except with respect to the limits of the Company’s liability.
4. Nothing in this contract of insurance shall be construed to preclude coverage of a claim by one insured under the policy against another insured under the policy. All such claims shall be covered as third-party claims, i.e., in the same manner as if separate policies had been issued to each insured. Nothing contained in this provision shall operate to increase or replicate the Company’s limits of liability as provided under the policy.
5. The insurance afforded by the Policy for contractual liability insurance (subject to the terms, conditions and exclusions applicable to such insurance) includes liability assumed by the Named Insured under the indemnification and/or hold harmless provision(s) contained or executed in conjunction with the written agreement(s) or permit(s) designated above, between the Named Insured and the Additional Insureds.
6. The policy to which this endorsement is attached shall not be subject to cancellation, change in coverage, reduction of limits (except as the result of the payment of claims), or non-renewal except after written notice to City, by certified mail, return receipt requested, not less than thirty (30) Days before the effective date thereto. In the event of Company’s failure to comply with this notice provision, the policy as initially drafted will continue in full force and effect until compliance with this notice requirement.
7. Company hereby waives all rights of subrogation and contribution against the Additional Insureds, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to the perils insured against in relation to those activities described generally above with regard to operations performed by or on behalf of the Named Insured regardless of any prior, concurrent, or subsequent active or passive negligence by the Additional Insureds.
8. It is hereby agreed that the laws of the State of California shall apply to and govern the validity, construction, interpretation, and enforcement of this contract of insurance.
9. This endorsement and all notices given hereunder shall be sent to City at:
City Manager
City of Seal Beach
City Hall
211 8th Street
Seal Beach, CA 90740
10. Except as stated above and not in conflict with this endorsement, nothing contained herein shall be held to waive, alter or extend any of the limits, agreements, or exclusions of the policy to which this endorsement is attached.
TYPE OF COVERAGES TO WHICH THIS
ENDORSEMENT ATTACHES
POLICY PERIOD
FROM/TO
LIMITS OF
LIABILITY
11. Scheduled items or locations are to be identified on an attached sheet. The following inclusions relate to the above coverages. Includes:
□ Any Automobiles □ Truckers Coverage
□ All Owned Automobiles □ Motor Carrier Act
□ Non-owned Automobiles □ Bus Regulatory Reform Act
□ Hired Automobiles □ Public Livery Coverage
□ Scheduled Automobiles □
□ Garage Coverage □
12. A □ deductible or □ self-insured retention (check one) of $ applies to all coverage(s) except: (if none, so state). The deductible is applicable □ per claim or □ per occurrence (check one).
13. This is an □ occurrence or □ claims made policy (check one).
14. This endorsement is effective on ______________ at 12:01 a.m. and forms a part of Policy Number _________.
I, (print name), hereby declare under penalty of perjury under the laws of the State of California, that I have the authority to bind the Company to this endorsement and that by my execution hereof, I do so bind the Company.
Executed , 20___
Signature of Authorized Representative
(Original signature only; no facsimile signature
Telephone No.: ( ) or initialed signature accepted)
EXHIBIT D-3
ADDITIONAL INSURED ENDORSEMENT
[INSERT INSURANCE CERTIFICATE SHOWING PROFESSIONAL INSURANCE LIABILITY, IF REQUIRED]
ADDITIONAL INSURED ENDORSEMENT
EXCESS LIABILITY
Name and address of named insured (“Named Insured”):
Name and address of insurance company (“Company”):
General description of agreement(s), permit(s), license(s), and/or activity(ies) insured:
Notwithstanding any inconsistent statement in the policy to which this endorsement is attached (the “Policy”) or in any endorsement now or hereafter attached thereto, it is agreed as follows:
1. The City of Seal Beach (“City”), its elected officials, officers, attorneys, agents, employees, volunteers and those City agents serving as independent contractors in the role of City officials are additional insureds (the above named additional insureds are hereafter referred to as the “Additional Insureds”) under the Policy in relation to those activities described generally above with regard to operations performed by or on behalf of the Named Insured. The Additional Insureds have no liability for the payment of any premiums or assessments under the Policy.
2. The insurance coverages afforded the Additional Insureds under the Policy shall be primary insurance, and no other insurance maintained by the Additional Insureds shall be called upon to contribute with the insurance coverages provided by the Policy.
3. Each insurance coverage under the Policy shall apply separately to each Additional Insured against whom claim is made or suit is brought, except with respect to the limits of the Company’s liability.
4. Nothing in this contract of insurance shall be construed to preclude coverage of a claim by one insured under the policy against another insured under the policy. All such claims shall be covered as third-party claims, i.e., in the same manner as if separate policies had been issued to each insured. Nothing contained in this provision shall operate to increase or replicate the Company’s limits of liability as provided under the policy.
5. The insurance afforded by the Policy for contractual liability insurance (subject to the terms, conditions and exclusions applicable to such insurance) includes liability assumed by the Named Insured under the indemnification and/or hold harmless provision(s) contained in or executed in conjunction with the written agreement(s) or permit(s) designated above, between the Named Insured and the Additional Insureds.
6. The policy to which this endorsement is attached shall not be subject to cancellation, change in coverage, reduction of limits (except as the result of the payment of claims), or non-renewal except after written notice to City, by certified mail, return receipt requested, not less than thirty (30) Days before the effective date thereto. In the event of Company’s failure to comply with this notice provision, the policy as initially drafted will continue in full force and effect until compliance with this notice requirement.
7. Company hereby waives all rights of subrogation and contribution against the Additional Insureds, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to the perils insured against in relation to those activities described generally above with regard to operations performed by or on behalf of the Named Insured regardless of any prior, concurrent, or subsequent active or passive negligence by the Additional Insureds.
8. It is hereby agreed that the laws of the State of California shall apply to and govern the validity, construction, interpretation, and enforcement of this contract of insurance.
9. This endorsement and all notices given hereunder shall be sent to City at:
City Manager
City of Seal Beach
City Hall
211 Eighth Street
Seal Beach, California 90740
10. Except as stated above and not in conflict with this endorsement, nothing contained herein shall be held to waive, alter or extend any of the limits, agreements, or exclusions of the policy to which this endorsement is attached.
TYPE OF COVERAGES TO WHICH THIS
ENDORSEMENT ATTACHES
POLICY PERIOD
FROM/TO
LIMITS OF
LIABILITY
□ Following Form
□ Umbrella Liability
□
11. Applicable underlying coverages:
INSURANCE COMPANY POLICY NUMBER AMOUNT
12. The following inclusions, exclusions, extensions or specific provisions relate to the above coverages:
13. A □ deductible or □ self-insured retention (check one) of $ applies to all coverage(s) except: (if none, so state). The deductible is applicable □ per claim or □ per occurrence (check one).
14. This is an □ occurrence or □ claims made policy (check one).
15. This endorsement is effective on ________ at 12:01 a.m. and forms a part of Policy Number ________.
I, (print name), hereby declare under penalty of perjury under the laws of the State of California, that I have the authority to bind the Company to this endorsement and that by my execution hereof, I do so bind the Company.
Executed , 20___
Signature of Authorized Representative
(Original signature only; no facsimile signature
Telephone No.: ( ) or initialed signature accepted)
EXHIBIT E
ACKNOWLEDGMENT OF PENAL AND CIVIL PENALTIES CONCERNING
CONTRACTOR LICENSING LAWS
ACKNOWLEDGMENT OF PENAL AND CIVIL PENALTIES CONCERNING THE
CONTRACTORS' LICENSING LAWS
[Business & Professions Code § 7028.15]
[Public Contract Code § 20103.5]
I, the undersigned, certify that I am aware of the following provisions of California law and that I, or the entity on whose behalf this certification is given, hold a currently valid California contractor's license as set forth below (required at time of award):
Business & Professions Code § 7028.15:
(a) It is a misdemeanor for any person to submit a bid to a public agency in order to engage in the business or act in the capacity of a contractor within this state without having a license therefore, except in any of the following cases:
(1) The person is particularly exempted from this chapter. (2) The bid is submitted on a state project governed by Section 10164 of the Public Contract Code or on any local agency project governed by Section 20104 [now § 20103.5] of the Public Contract Code.
(b) If a person has been previously convicted of the offense described in this section, the court shall impose a fine of 20 percent of the price of the contract under which the unlicensed person performed contracting work, or four thousand five hundred dollars ($4,500), whichever is greater, or imprisonment in the county jail for not less than 10 days nor more than six months, or both.
In the event the person performing the contracting work has agreed to furnish materials and labor on an hourly basis, “the price of the contract” for the purposes of this subdivision means the aggregate sum of the cost of materials and labor furnished and the cost of completing the work to be performed. (c) This section shall not apply to a joint venture license, as required by Section 7029.1.
However, at the time of making a bid as a joint venture, each person submitting the bid shall be subject to this section with respect to his or her individual licensure.
(d) This section shall not affect the right or ability of a licensed architect, land surveyor, or registered professional engineer to form joint ventures with licensed contractors to render services within the scope of their respective practices.
(e) Unless one of the foregoing exceptions applies, a bid submitted to a public agency by a contractor who is not licensed in accordance with this chapter shall be considered non-responsive and shall be rejected by the public agency. Unless one of the foregoing exceptions applies, a local public agency shall, before awarding a contract or issuing a purchase order, verify that the contractor was properly licensed when the contractor submitted the bid. Notwithstanding any other provision of law, unless one of the foregoing exceptions applies, the registrar may issue a citation to any public officer or employee of a public entity who knowingly awards a contract or issues a purchase order to a contractor who is not licensed pursuant to this chapter. The amount of civil penalties, appeal, and finality of such citations shall be subject to Sections 7028.7 to 7028.13, inclusive. Any contract awarded to, or any purchase order issued to, a contractor who is not licensed pursuant to this chapter is void.
(f) Any compliance or noncompliance with subdivision (e) of this section, as added by Chapter 863 of the Statutes of 1989, shall not invalidate any contract or bid awarded by a public agency during which time that subdivision was in effect.
(g) A public employee or officer shall not be subject to a citation pursuant to this section if the public employee, officer, or employing agency made an inquiry to the board for the purposes of verifying the license status of any person or contractor and the board failed to respond to the inquiry within three business days. For purposes of this section, a telephone response by the board shall be deemed sufficient.
Public Contract Code § 20103.5:
In all contracts subject to this part where federal funds are involved, no bid submitted shall be invalidated by the failure of the bidder to be licensed in accordance with the laws of this state. However, at the time the contract is awarded, the contractor shall be properly licensed in accordance with the laws of this state.
The first payment for work or material under any contract shall not be made unless and until the Registrar of Contractors verifies to the agency that the records of the Contractors' State License Board indicate that the contractor was properly licensed at the time the contract was awarded. Any bidder or contractor not so licensed shall be subject to all legal penalties imposed by law, including, but not limited to, any appropriate disciplinary action by the Contractors' State License Board. The agency shall include a statement to that effect in the standard form of pre-qualification questionnaire and financial statement.
Failure of the Bidder to obtain proper and adequate licensing for an award of a contract shall constitute a failure to execute the Contract and shall result in the forfeiture of the security of the Bidder.
License No.:________________ Class:___________________ Expiration Date:_________________ Date:__________________
EXHIBIT F
AGREEMENT TO COMPLY WITH LABOR LAW REQUIREMENTS
AGREEMENT TO COMPLY WITH CALIFORNIA LABOR LAW REQUIREMENTS [Labor Code §§ 1720, 1773.8, 1775, 1776, 1777.5, 1813, 1860, 1861, 3700] The undersigned Contractor certifies that it is aware of and hereby agrees to fully comply with a[l applicable provisions of California law, including but not limited to the following:
1. Contractor acknowledges that this Contract is subject to the provisions of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works and the awarding public agency (“Agency”) and agrees to be bound by all the provisions thereof as though set forth in full herein.
2. Contractor agrees to comply with the provisions of California Labor Code Section 1773.8 which requires the payment of travel and subsistence payments to each worker needed to execute the Work to the extent required by law.
3. Contractor agrees to comply with the provisions of California Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Contractor shall, as a penalty to the Agency, forfeit not more than fifty dollars ($50) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the Director of Industrial Relations for the work or craft in which the worker is employed for any public work done under the Contract by Contractor or by any subcontractor.
4. Contractor agrees to comply with the provisions of California Labor Code Section 1776 which require Contractor and each subcontractor to (1) keep accurate payroll records, (2) certify and make such payroll records available for inspection as provided by Section 1776, and (3) inform the Agency of the location of the records. The Contractor is responsible for compliance with Section 1776 by itself and all of its subcontractors.
5. Contractor agrees to comply with the provisions of California Labor Code Section 1777.5 concerning the employment of apprentices on public works projects, and further agrees that Contractor is responsible for compliance with Section 1777.5 by itself and all of its subcontractors.
6. Contractor agrees to comply with the provisions of California Labor Code Section 1813 concerning penalties for workers who work excess hours. The Contractor shall, as a penalty to the Agency, forfeit twenty-five dollars ($25) for each worker employed in the execution of the Contract by the Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the California Labor Code.
7. California Labor Code Sections 1860 and 3700 provide that every contractor will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Contractor hereby certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for worker's compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the Work of this Contract.”
Date ___________________ Signature _______________________________________
EXHIBIT G
STANDARD SPECIFICATIONS AND REFERENCE DOCUMENTS
1. Standard Specifications for Public Works Construction (“Greenbook”)
2. Construction Specifications Institute (“CSI”)
EXHIBIT H
NON-COLLUSION DECLARATION
EXHIBIT I
CONTRACTOR’S INDUSTRIAL SAFETY RECORD
EXHIBIT J
DESIGNATION OF SUBCONTRACTORS
EXHIBIT K
BID PROPOSAL (INCLUDING BID SHEETS)
US Builders and Consultants Inc.
10% of bid amount
1067739 A & B 12/31/2026
US Builders and Consultants Inc.
Vice President 05/27/2026
Agenda Item L
AGENDA STAFF REPORT
DATE: June 22, 2026
TO: Honorable Mayor and City Council
THRU: Patrick Gallegos, City Manager
FROM: Michael Henderson, Chief of Police
SUBJECT: Approving and Authorizing the Execution of a Sales Order Agreement and Customer Care Maintenance Agreement C3
Office Solutions LLC dba C3 Tech
________________________________________________________________ SUMMARY OF REQUEST:
That the City Council adopt Resolution 7798:
1. Approving a Sales Order Agreement between the City of Seal Beach and C3 Office Solutions LLC dba C3 Tech for the purchase of copiers and printers for $87,378.50 for the City of Seal Beach, under the County of Orange’s Master Agreement with Sharp Regional Cooperative Agreement (RCA) Contract RCA-017-23010022 for Digital Multifunction Copiers, Printers, Software, Related Accessories and Services between the County of Orange, California, and C3 Office Solutions DBA C3 Tech, as amended, effective May 23, 2025 through May 2, 2030; and,
2. Approving a 5-year Customer Care Maintenance Agreement with C3 Office Solutions LLC dba C3 Tech for maintenance services for the purchased copiers and printers, incidentals, and contingency, in the not-to-exceed amount of $145,429.04 for the term; and,
3. Authorizing the City Manager to execute, on behalf of the City of Seal Beach, the Sales Order Agreement and Customer Care Maintenance Agreement with C3 Office Solutions LLC dba C3 Tech.
BACKGROUND AND ANALYSIS:
At the direction of the City Council, staff have been reviewing Citywide contracts and operations to identify cost savings opportunities. As part of this effort, staff evaluated the City’s copier lease and service agreements and successfully negotiated a new maintenance contract and purchase agreement that will save the City more than $350,000 over the five-year term.
The City of Seal Beach previously leased and maintained its copier and printer fleet through De Lage Landen Public Finance and C3 Office Solutions. That agreement expired on February 12, 2025. The City’s existing fleet of printers and copiers is largely outdated, prone to breakdowns, and requires frequent costly repairs, resulting in service disruptions and inefficiencies across multiple departments.
To address these challenges, staff conducted an inventory and needs assessment of all City printers and copiers. This analysis identified the need to replace the entire fleet and to add devices at specific locations to enhance operational efficiency and safeguard sensitive information. After replacement a select few printers will be repurposed. Any remaining printers will be sent to auction.
A purchase through cooperative purchasing is authorized as an exemption from the bidding requirements under Seal Beach Municipal Code Section 3.20.025(D).
Staff then negotiated a new Sales Order Agreement with C3 Office Solutions LLC dba C3 Tech under the County of Orange’s Master Agreement with Sharp Regional Cooperative Agreement (RCA) Contract RCA-017-23010022 for Digital Multifunction Copiers, Printers, Software, Related Accessories and Services between the County of Orange, California, and C3 Office Solutions DBA C3 Tech, as amended, effective May 23, 2025 through May 2, 2030). Leveraging this cooperative purchasing agreement provides the City with competitive, prenegotiated pricing and favorable contract terms vetted through the County’s procurement process.
In addition to the Sales Order Agreement, this recommendation requests approval of a C3 Tech Customer Care Maintenance Agreement that includes a service and maintenance program that guarantees timely service and performance reliability.
If any device fails to meet manufacturer specifications after attempted repairs, C3 Tech will provide a no-cost replacement unit of equal or greater capability.
Importantly, the contract structure is based on actual print usage, eliminating the need for prepayment of copies and reducing the risk of excessive overage charges. A 20% contingency has been factored in to account for overages, incidentals, and additional purchases.
The City's projected savings stem from four (4) key factors: purchasing rather than leasing equipment, lower service costs on new hardware, elimination of excessive overage charges, and improved per-copy rates. The updated contract also strengthens operational reliability, reduces downtime, and improves service delivery across all City subdivisions.
Cost Analysis
Current Monthly Cost (lease, service, and overages): $10,019.59. • Projected 5-year cost: $601,175.40
5 Year Proposed costs (New Agreement):
• Printer purchase cost: $87,378.50 – One Time
• Maintenance: $1,654.23 – Monthly ($121,190.87 over 5 years) • Contingency & Incidentals: $403 ($24,238.17 over 5 years) • Total 5-year cost: $232,807.54
Estimated Savings:
• 5-year estimated savings: $368,367.86
ENVIRONMENTAL IMPACT:
There is no environmental impact related to this item.
LEGAL ANALYSIS:
The City Attorney has reviewed and approved the resolution and agreements as to form.
FINANCIAL IMPACT:
Purchasing the printing equipment rather than entering into a lease provides a more cost-effective and predictable long-term solution. While leasing typically spreads payments over time, it often results in higher total costs due to financing charges and ongoing fees. By purchasing the equipment, the City avoids these additional costs and secures full ownership at the outset. The purchase also includes replacement and repair coverage throughout the contract period, reducing the risk of unexpected maintenance expenses and minimizing downtime.
This approach will be incorporated into BA# 26-12-01, with funding provided by the General Fund, and is expected to result in substantial savings from the current agreements.
Description Account Revised/Adopted
Budget
Proposed
Budget
Budget (diff)
Amendment
Office and
Technology
Citywide
101-150-
2020-51250 $866,822.00 $954,200.50 $87,378.50
RECOMMENDATION:
That the City Council adopt Resolution 7798:
1. Approving a Sales Order Agreement between the City of Seal Beach and C3 Office Solutions LLC dba C3 Tech for the purchase of copiers and printers for $87,378.50 for the City of Seal Beach. under the County of Orange’s Master Agreement with Sharp Regional Cooperative Agreement (RCA) Contract RCA-017-23010022 for Digital Multifunction Copiers, Printers, Software, Related Accessories and Services between the County
of Orange, California, and C3 Office Solutions DBA C3 Tech, as amended, effective May 23, 2025, through May 2, 2030; and,
2. Approving a 5-year Customer Care Maintenance Agreement with C3 Office Solutions LLC dba C3 Tech for maintenance services for the purchased copiers and printers, incidentals, and contingency, in the not-to-exceed amount of $145,429.04 for the term; and,
3. Authorizing the City Manager to execute, on behalf of the City of Seal Beach, the Sales Order Agreement and the Customer Care Maintenance Agreement with C3 Office Solutions LLC dba C3 Tech.
SUBMITTED BY: NOTED AND APPROVED:
Michael Henderson Patrick Gallegos
Michael Henderson, Chief of Police Patrick Gallegos, City Manager Prepared by: Barbara Arenado, Director of Finance/City Treasurer Kevin Edwards, Information Technology Manager
ATTACHMENTS:
A. Resolution 7798
B. C3 Office Solutions LLC dba C3 Tech Sales Order Agreement C. C3 Office Solutions LLC dba C3 Tech Customer Care Maintenance Agreement
D. Regional Cooperative Agreement (RCA) Contract RCA-017-23010022 for Digital Multifunction Copiers, Printers, Software, Related Accessories and Services between the County of Orange, California, and C3 Office Solutions DBA C3 TECH, as amended, effective May 23, 2025, through May 2, 2030
RESOLUTION 7798
A RESOLUTION OF THE SEAL BEACH CITY COUNCIL APPROVING
AND AUTHORIZING THE EXECUTION OF A SALES ORDER
AGREEMENT AND A CUSTOMER CARE MAINTENANCE AGREEMENT
WITH C3 OFFICE SOLUTIONS LLC DBA C3 TECH FOR THE
PURCHASE OF COPIERS AND PRINTERS AND RELATED
MAINTENANCE SERVICES
WHEREAS, the City’s existing fleet of printers and copiers is largely outdated, prone to breakdowns, and requires frequent costly repairs, resulting in service disruptions and inefficiencies across multiple departments; and,
WHEREAS, staff conducted an inventory and needs assessment of all City printers and copiers, identifying the need to replace the entire fleet and add devices at specific locations to enhance operational efficiency and safeguard sensitive information; and, WHEREAS, a purchase through cooperative purchasing is authorized as an exemption from the bidding requirements under Seal Beach Municipal Code Section 3.20.025(D), and staff negotiated a new Sales Order Agreement with C3 Office Solutions LLC dba C3 Tech under the County of Orange’s Master Agreement with Sharp Regional Cooperative Agreement (RCA) Contract RCA-017-23010022 for Digital Multifunction Copiers, Printers, Software, Related Accessories and Services, effective May 23, 2025 through May 2, 2030); and,
WHEREAS, in conjunction with the purchase, a new Customer Care Maintenance Agreement includes a service and maintenance program that guarantees timely service and performance reliability, and if any device fails to meet manufacturer specifications after attempted repairs, C3 will provide a no-cost replacement unit of equal or greater capability.
NOW, THEREFORE, the Seal Beach City Council does resolve, declare, determine, and order as follows:
Section 1. The City of Seal Beach hereby approves a Sales Order Agreement with C3 Office Solutions LLC dba C3 Tech for the purchase of copiers and printers for the City of Seal Beach in the amount of $87,378.50 under the County of Orange’s Master Agreement with Sharp Regional Cooperative Agreement (RCA) Contract RCA-017-23010022 for Digital Multifunction Copiers, Printers, Software, Related Accessories and Services between the County of Orange, California, and C3 Office Solutions DBA C3 Tech, as amended, effective May 23, 2025 through May 2, 2030.
Section 2. The City of Seal Beach hereby approves a five-year Customer Care Maintenance Agreement with C3 Office Solutions LLC dba C3 Tech for maintenance services for the purchased copiers and printers, incidentals, and contingency, in the not-to-exceed amount of $145,429.04 for the term.
Section 3. The Council hereby directs the City Manager to execute the Sales Order Agreement and the Customer Care Maintenance Agreement with C3 Office Solutions LLC dba C3 Tech on behalf of the City.
PASSED, APPROVED and ADOPTED by the Seal Beach City Council at a regular meeting held on the 22nd day of June 2026 by the following vote:
AYES: Council Members
NOES: Council Members
ABSENT: Council Members
ABSTAIN: Council Members
Lisa Landau, Mayor
ATTEST:
Gloria D. Harper, City Clerk
STATE OF CALIFORNIA }
COUNTY OF ORANGE } SS
CITY OF SEAL BEACH }
I, Gloria D. Harper, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution 7798 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 22nd day of June 2026.
Gloria D. Harper, City Clerk
Date 4/16/2026
Buyer
P.O. #
Sales Rep Dustin Coren
Billing Contact: Shipping Contact:
Phone/Fax: Phone/Fax:
Purchase Order:
Account Type:
Quantity Product # Unit Price Total Price
6 Sharp BP71C45 $4,569.12 $27,414.72
2 Sharp BP71C55 $6,430.46 $12,860.92
2 Sharp BP71C55 $5,994.18 $11,988.36
11 Epson EMC800 $1,012.76 $11,140.36
9 Epson EPC800 $1,012.76 $9,114.84
6 Epson-WF5899 $1,243.52 $7,461.12
0 0 $0.00
0 0 $0.00
0 0 $0.00
0 0 $0.00
0 0 $0.00
0 0 $0.00
0 0 $0.00
0 0 $0.00
0 0 $0.00
0 0 $0.00
0 0 $0.00
0 0 $0.00
0 0 $0.00
Subtotal $79,980.32
Sales Tax $7,398.18
Delivery/Installation Included
TOTAL AMOUNT $87,378.50
Less Payment (Check #: )
AMOUNT DUE $87,378.50
None
Title Date
Special Payment Terms & Due Dates
Payment: Due On Receipt of Invoice
(562) 431-2527 Ext. 1311
Sharp 55 PPM Color Copier with Tandem Drawers and an External Finisher with Hole Punch
Sharp 55 PPM Color Copier with Tandem Drawers and an External Finisher Description
Sharp 45 PPM Color Copier with 4 Drawers and an Inner Finisher
Color Printer
B/W Printer
This purchase is made pursuant to Cooperative Agreement RCA 017- 23010022 and specifically relies on Section 3 (Regional Cooperative Agreement), which permits cooperative use (“piggybacking”) by other public agencies and extends the contract’s pricing. The City is therefore entitled to the cooperative pricing and this purchase qualifies for exemption from competitive bidding requirements.
Sales Order Agreement
Bill To Ship To
City of Seal Beach City of Seal Beach
211 8th St 211 8th St
Seal Beach CA 90740 Seal Beach CA 90740
Barbara Arenado
(562) 799-4100 x 1111
Kevin Edwards
Color Scanner/Printer
Approx Delivery Date:
Warranty/Maintenance Agreement
The terms and conditions appearing on the face and reverse side of this agreement correctly set forth the entire agreement between the parties. The terms and conditions contained on the reverse side of this agreement include limitations of warranty, exclusion of consequential and other special damages and other limitations of liability. Customer acknowledges by its signature that it has read and understands it and that it constitutes the entire agreement, understandings, and representations, express or implied, between customer and Dealer, with respect to hardware, supply, media, or documentation furnished or to be furnished hereunder and that this agreement supersedes all prior communications between the parties including all oral or written proposals. By executing this agreement, I acknowledge that I have read and understand this agreement and certify that I am authorized to execute this agreement on behalf of customer.
Customer Acceptance Dealer Representative
Signature Print Name
Terms and Conditions
1. Acceptance by Dealer of contract: References made to “Dealer” shall mean {C3 Technology Services]. Machines sold by Dealer are eligible for a service contract immediately upon the expiration of the warranty period. If service contract is requested at any other time, machine must first be inspected by Dealer. Customer shall bear any and all costs necessary to bring machine up to specifications. Machines not sold initially by Dealer which are accepted for a service contract after inspection is not covered for parts the first 45 days. Invoices shall be due and payable by the customer for all equipment, accessories, supplies or maintenance purchased pursuant to this agreement (The “Goods and Services”), within the time period specified on the front side of this document. Customer shall pay all applicable sales tax, installation and freight charges. If customer fails to make any payment when due, there will be a service charge of five percent (5%) of the total amount due, together with an interest rate of one and one-half percent (1 ½%) of the total amount due or the maximum legal rate allowed by law, whichever is less. Customer shall pay a $20.00 service charge on any and all returned checks. Customer shall pay all collection expenses incurred by Dealer, including but not limited to, court, attorneys and accounting fees, if required.
2. Taxes. Customer shall be responsible for all sales tax, use tax or other taxes (including without limitations personal property taxes assessable on the equipment) and fees charged relative to this agreement.
Customer agrees to reimburse Dealer for all amounts paid or payable by Dealer in discharge of the forgoing taxes. Customer shall not be responsible for taxes based on Dealer's gross or net income.
3. Default. If Customer is in default of any term or condition, seller may cancel this agreement in whole or part at any time upon ten- (10) day’s written notice. If seller cancels the agreement the agreement will be prorated based upon the unused portion of the term of the agreement. Any amount due to seller will be invoiced and is payable upon receipt. Any amounts due to the customer will be applied to any unpaid invoices prior to refund.
4. Business Purpose. Customer warrants and represents that the goods will be used for business purposes, and not for personal, family, or household purposes.
5. Availability. Customer agrees that the goods are subject to availability and seller reserves the right to substitute models of like specification if practicable. Seller may cancel any order or any part of an order without cause at any time and without penalty, and seller’s sole obligation shall be to return any down payment paid by customer. If parts become unavailable for discontinued equipment, seller reserves the right to delete said equipment in accordance with the terms of this agreement.
6. Delivery and Installation. Seller shall use its standard packaging. Seller shall choose the method of delivery; seller reserves the right to deliver the goods in installments. Customer will pay an invoice when due, without regard to delivery or non-delivery of subsequent installments. Delay in delivery of any installments shall not relieve customer of its obligations to accept remaining installments. Equipment shall be installed in accordance with manufacture’s specification. At customers sole cost and expense, customer shall insure that equipment is placed in an environment that conforms with the manufacturer’s specifications and requirements and will bear all costs and expenses for any additional necessities required for installation such as telephone and electrical wiring, remodeling, and noise and power filters. Any electrical work external to the equipment (i.e. associated peripheral equipment, power, transmission and phone lines) and equipment line cord is not covered by this agreement.
7. Title, Identification and risk of loss. The goods shall be identified to the contract, and risk of loss shall pass to customer when the goods are placed in the hands of the carrier. For goods purchased outright, title will pass to customer upon payment in full. For goods purchased on an installment payment basis title will pass to customer on the installation date.
8. Security Interest. Seller expressly reserves a security interest in the goods until payment in full has been collected and customer agrees to notify seller prior to relocation of any goods for which seller has a security interest. Customer shall execute any other document, including a financing statement or other document similar to the UCC-1, necessary to protect seller’ security interest in the goods. Customer authorizes seller to file at customers expense any financing statement relating to the goods without customers signature except where prohibited by law.
9. Warranties. Seller warrants and represents that the goods and services of all new copiers and facsimiles sold by Dealer will conform to the description and specification and be free from defects in material and workmanship for ninety- (90) days from the date of this purchase. Within this period Dealer will repair said equipment without charge for parts and labor. This ninety-(90) day period will not cover supplies normally covered under the Dealer maintenance agreement unless the contract for the maintenance agreement is signed at the point of sale. A $105.00 per hour fee will apply to all service calls regardless of service needed outside of the maintenance agreement with an upfront one-(1) hour minimum.
10. Seller. Makes no warranties whatsoever express or implied with regard to the service, the software included with the product or its installation and maintenance, and expressly excludes all implied warranties of merchantability and fitness for a particular purpose.
11. Sellers. Liability is limited to the cost of purchased products by the customer from seller. Seller shall not be liable for any special damages, including but not limited to damages due to loss of data or information of any kind, loss of or damage to revenue, profits or goodwill, damages due to interruption of business, damage to customer’s computers or networks, even if the seller has been advised of the possibility of such damages.
12. Seller. Makes no other express or implied warranties and all other warranties are specifically excluded, including any warranty as to merchantability or fitness for particular or special purposes. Seller shall under no circumstances be liable for any special, exemplary, punitive, incidental or consequential damages regardless of the cause.
13. Remedy Limitations. The goods shall not be returned to seller for credit without seller’s written consent. No credit will be given after fourteen-(14) days from the date of the invoice. All returns for credit within fourteen-(14) days are subject to up to a 20% restocking fee. All costs of return shall be the responsibility of the customer. Customer’s exclusive remedy for breach of warranty shall be replacement or repair of the item or non-conforming parts at the option of seller. Customer expressly waives its rights to special, consequential, exemplary, and incidental or punitive damages.
14. Warranty Service. To obtain warranty service, customer must (1) call seller’s Customer Service at (714) 689-1700. Customer should package all goods to be returned in manner adequate for pickup or shipping, and should properly insure the goods when shipped. Seller shall not be responsible for damage to the goods in transit. The goods will be returned to and from customer by method and carrier chosen by seller. A $105.00 per hour fee will apply to all service calls regardless of service needed outside of the maintenance agreement with an upfront one-(1) hour minimum.
15. Assignment. This agreement shall not be assigned by customer without seller’s express written consent. In the event that seller assigns any of its obligations under this agreement, seller shall remain primarily responsible to perform those obligations. Any claim or defense customer may have relating to those obligations must be asserted on or against seller and not its assignee.
16. Notices. All notices required to be given under this agreement shall be in writing and shall be sent by U.S. first class mail to the parties at the address listed on the front of this agreement.
17. Indemnification. Customer shall bear all risk of theft, loss or damage not caused by seller’s employees or agents, to all goods installed under this agreement. Customer agrees to indemnify, defend and hold harmless seller, its officers, directors, employees and agents from all loss, liability, claims or expenses (including reasonable attorneys’ fees) arising or customers use of the goods, including but not limited to liabilities arising from bodily injury, including death, or property damage to any person, unless caused solely as the result of a negligent or intentional act or omission by seller.
18. Seller shall indemnify customer against any costs, losses, damages or liability incurred by customer as the result of any third party’s claim of infringement of its patent, copyright trademark which claim arises out of the use of the product by customer. Customer shall immediately notify seller in writing of such claim or demand. Seller shall have the sole right to control, and defense, thereof, and customer agrees that it will not settle any such claim against itself without the prior written consent of seller. Provided however, that seller shall not indemnify customer with respect to any claim relating to product(s) which is/are manufactured according to customers instructions, or modified by customer or combined with other non-seller products, equipment, systems and/or processes, Failure of customer to provide timely notification of claim to seller shall relieve seller of its obligation to indemnify customer.
19. Force Majeure. Neither party shall be responsible for delays or failure in performance of this agreement (other than failure to make payment) to the extent that such party was hindered in its performance by act of god, abuse, misuse, excess of voltage or power surges, repairs other than those provided by Dealer authorized personnel, civil commotion, labor dispute, or any other occurrence beyond its reasonable control.
20. Severability. If any provision of this agreement shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable form this agreement and shall not affect the validity and enforceability of the remaining provisions of this agreement.
21. Applicable Law. This agreement shall be governed by the laws of the State of California and the Uniform Commercial Code as adopted therein without regard to choice of law principles. In the event of litigation or other proceedings by seller to enforce or defend any term or provision of this agreement customer agrees to pay all costs and expenses sustained by seller, including but not limited to, reasonable attorney’s fees.
22. Seller’s Agents. Customer acknowledges that it has been advised that no agent, employee, or representative of seller has any authority to bind seller to any affirmation promise, representation, or warranty concerning any goods and services, and unless such affirmation, promise, representation, or warranty is specifically set forth in this agreement it does not form a basis of this bargain and shall not be enforceable against seller.
23. Customer Documentation. Customer agrees that any purchase order or other documentation issued to seller covering the goods or services is issued for purposes authorization and customer’s internal use only, and any conditions contained therein shall not modify or add to the terms and conditions of this agreement.
24. Acceptance. This agreement and its terms and conditions shall not take effect until accepted and executed by an authorized seller representative at sellers offices in the State of California.
25. Entire Agreement. This instrument, and any attachments hereto, is the entire agreement between customer and seller and supersedes any proposal or prior agreement, oral written, and any other communications relating to the subject matter of this agreement. The terms and conditions of this agreement shall supersede any terms and conditions which may be contained on any purchase order or other document which may be issued by customer. This agreement shall not be binding unless and until accepted and approved by authorized seller representative.
Customer Initials: ___________
CUSTOMER CARE MAINTENANCE AGREEMENT
Version Date: 3/2/2026 REV06.2024
CUSTOMER BILL TO INFORMATION
CUSTOMER NAME: ADDRESS: CITY / STATE / ZIP
City of Seal Beach 211 8th Street Seal Beach/CA/90740
BILLING CONTACT: EMAIL: PHONE:
Kevin Edwards [email protected] (562) 799-4100
EQUIPMENT LOCATION KEY CONTACT PHONE EMAIL
See Schedule A
Kevin Edwards (562) 799-4100 [email protected]
CITY: STATE: ZIP CODE: FM AUDIT / METER CONTACT PHONE EMAIL Seal Beach CA 90740
Kevin Edwards (562) 799-4100 [email protected]
EQUIPMENT COVERED
MODEL SERIAL NUMBER ID TAG NUMBER START METER B/W START METER C DEPARTMENT DEPARTMENT CONTACT See Schedule A
AGREEMENT ENTITLEMENT
LABOR PARTS PM KITS BLACK TONER COLOR TONER INITIAL NETWORKING
INSTALL
TRAINING STAPLES PAPER START DATE
$ - $ - STANDARD FREIGHT CHARGE FOR SUPPLIES DELIVERY WILL APPLY $ - $ - $ - $ - incl. incl. incl. incl. incl. incl. incl. N/A N/A TBD
DETAIL OF CHARGES AUTHORIZATIONS
TOTAL BASE CHARGE COMMENTS:
$1,654.23
BASE CHARGE FREQUENCY OVERAGE METER FREQUENCY PAYMENT TERMS C3 SERVICE CONTRACT NUMBER:
MONTHLY Monthly NET 30
Monthly Volume B/W OVERAGE PURCHASE ORDER NUMBER:
19,000 0.00690
Monthly Volume Color OVERAGE Initial Here
I have read and understand our obligations under the terms and conditions stated herein, and on the reverse side thereof, as the only agreement pertaining to the equipment hereunder. No other agreements apply unless expressly noted on the face of this agreement or in the contracts specified above. I understand all meter counts are based on 8.5x11 (minimum) single sided images. Notwithstanding the foregoing, this Agreement is subject to: (1) the Regional Cooperative Agreement (RCA) Contract RCA-017-23010022 for Digital Multifunction Copiers, Printers, Software, Related Accessories and Services” between the County of Orange, California, and C3 Office Solutions DBA C3 TECH (hereinafter "Regional Cooperative Agreement”), as amended, effective May 23, 2025 through May 2, 2030.
24,000 0.059000
MANAGED PRINT SEVICES (MPS)
MONTHLY PRINT VOLUME B/W OVERAGE
5,000 0.04000 Initial Here
C3 uses Remote Meter Collection Software to manage the toner levels and meter counts for contract invoices. Declining to use Remote Meter Collection Software may result in a $18 per month Administration Fee.
MONTHLY PRINT VOLUME Color OVERAGE
5,000 0.21000
PRINTED CUSTOMER NAME: CUSTOMER SIGNATURE: DATE:
X
TERM (Months) SALES REP PRINTED NAME: SALES REP SIGNATURE: DATE:
60 Davis Tran
Chief Operating Officer 4/7/2026
1. GENERAL SCOPE OF COVERAGE This Agreement covers both the labor and the material for adjustments, repair and replacements of parts ("Maintenance") as required by normal use of the equipment identified on the front page of this Agreement ("Equipment"). Maintenance does not cover charges for installation, relocating or de-installation of the Equipment. Service necessary to repair damage to the Equipment caused by misuse, abuse, negligence, attachment of unauthorized components, accessories or parts, use of substandard facsimile (thermal) paper or substandard supplies, other causes beyond the control of C3 Technology Services or such causes which would void the Equipments' warranty are not covered by this Agreement. Any such repairs identified in the preceding sentence shall be separately billed to customer and may lead to the termination of this Agreement.
In addition, C3 Technology Services may terminate this Agreement if the equipment is modified, damaged, altered or serviced by personnel other than the C3 Technology Services Authorized Personnel, or if parts, accessories or components not meeting machine specifications are titled to the Equipment. Maintenance shall not cover charges for repairs needed as a result of Customer or third party modifications to software or hardware.
2. MAINTENANCE VISITS Maintenance visits will be made during standard weekday business hours (M-F 8a-5p) at the address shown on the first page of this Agreement. Maintenance visits requested for holidays, weekends or after standard business hours may result in additional charges for travel and labor pursuant to C3 Technology Services standard overtime rates in effect at the time Maintenance visit. Maintenance performed during a Maintenance visit includes lubrication and cleaning of the Equipment and the adjustment, repair or replacement of parts described below.
3. REPAIR AND REPLACEMENT OF PARTS, All parts necessary for proper operation of the Equipment requiring replacement due to normal wear and tear, subject to the general scope of coverage, will be furnished free of charge during a service call.
4. MAJOR REPAIRS AND UPGRADES Major repairs resulting from misuses of the product. overall failure of the Equipment resulting from the normal end of life cycle of the Equipment and other repairs requiring more than customary repair and part replacements shall not be considered covered Maintenance. C3 Technology Services reserves the right to cancel the maintenance agreement, should customer misuse or abuse the intended features of the device.
5. USE OF C3 Technology Services SUPPLIES Customer is not obligated to use C3 Technology Services approved supplies under this Agreement. If, however, the Customer uses other than C3 Technology Services approved supplies (other than paper) and such supplies result in damage to the device, C3 Technology Services may, at its discretion, assess a surcharge or terminate this Agreement. If C3 Technology Services terminates this Agreement, C3 Technology Services may make service available on a "Per Call" basis based upon C3 Technology Services standard rates in effect at the time of service .
6. SUPPLIES Supplies selected, if any, on the front of this Agreement ("Supplies"), shall be included under this Agreement. C3 Technology Services will provide such selected Supplies to the Customer based upon industry standard coverage of 5% for mono and 20% for color. Supplies provided are for use with the Equipment covered by this Agreement only and are not for resale or for use with other equipment. If the Customer's usage of the Supplies exceeds the industry standard coverage of 5% mono and 20% color for the Equipment being serviced, C3 Technology Services will invoice and the Customer agrees to pay, for the excess supplies at C3 Technology Services current retail prices then in effect or revisit service pricing terms with client. C3 Technology Services reserves the right to charge for supplies and freight. Freight fees will be assessed to the contract invoice based average monthly service billing. Tier 1, with average monthly service billing under $100, will be charged a $9.00 flat monthly rate; Tier 2, with average monthly service billing over $100-$1,000, will be charged a $14.00 flat monthly rate; Tier 3, with average monthly service billing over $1,000-$3,000, will be charged a $29.00 flat monthly rate; Tier 4, with average monthly service billing over $3,000, will be charged a $56.00 flat monthly rate. Fees are subject to change. Industry standard coverage is defined as the published industry standard yield for the product model covered under this Agreement.
7. ELECTRICAL REQUIRMENTS In order to insure optimum performance of the Equipment, Customer must comply with all vendor required electrical specification, including but not limited to use of designated circuit and outlets and required voltage requirements. These power standards are required by UL and/or local safety regulations. C3 Technology Services can cancel the agreement should customer not comply with C3 Technology Services recommended electrical requirements
8. CHARGES The initial charge for Maintenance under this Agreement is non-refundable and shall be the amount set forth on the first page of this Agreement. The annual maintenance fee with respect to any renewal term, will be charged at the time of term renewal. Customer shall be charged according to the payment terms indicated on the front page of this Agreement. Customer shall pay all charges within thirty (30) days of the invoice date.
Excess late charges over 30 days, will result in late charges equal to 5% of invoice. You agree that after the first twelve (12) months of the Term (or any extension or renewal) of this Agreement, and at the end of each following twelve (12) month period thereafter, the Minimum Payments and Excess Per Image Charges may be increased by an amount equal to the lesser of: (a) up to 10% of the Minimum Payments and Excess Per Image Charges in effect at the end of the prior twelve (12) month period; or (b) the maximum percentage permitted by applicable law. If stated equipment is moved beyond any C3 Technology Services service territory, C3 Technology Services reserves the right to cancel this Agreement upon written notice to the Customer, or C3 Technology Services may charge (and Customer hereby agrees to pay) a fair and reasonable upcharge for continued service.
9. NETWORK / IT SCOPE OF COVERAGE Installation Deadline : Installation must be scheduled for no more than thirty (30) days after delivery. Failure to do so will result in charges at our current standard published rate. Visit Restrictions: All work must be completed on the installation date. If the C3 Analyst cannot install, program or configure any of the selected features due to, but not limited to, access rights, incorrect configurations, incorrectly specified settings, computer problems, on the date of installation additional charges may be assessed. Network/Infrastructure Changes: Any changes made to the customers’ network that interferes with the compatibility or functionality of the C3 installed equipment will result in charges at the standard hourly rate. These changes include but are not limited to; IP address, ISP providers, server changes, software changes, workstation configuration, moves or replacement, software updates, etc. Incompatible systems: C3 technicians reserve the right to deny analyst services to customer workstations for any reasons, but are not limited to the following reasons; blue screen errors, old workstations, insufficient RAM or HD space, Operating Systems (OSs) not supported by manufacturers drivers or software, etc. Installation Warranty: Analyst Services are warranted for 15 days from date of installation assuming that the network or infrastructure has not changed (See Network/Insfrastructure Changes). Issues arising after 15 days will incur additional charges. By signing this form, I acknowledge that I have read understand and agree to the terms of service, scope of work and conditions outlined in this agreement.
10. METER READING C3 Technology Services has the right to estimate meter reads, within the billing period, when they are not provided from any collection source, automated or manual. The billing may be adjusted on the next billing period to reflect any excesses or shortages. Estimated meter reads are calculated by the most recent three (3) month meter read history. Customer is obligated to allow automated electronic meter collection software. If the Customer declines to allow automated meter collection, C3 Technology Services may estimate the meter based upon previous billing and service meter readings and may charge an $18 monthly administration fee. The estimated meter will then be applied in the same manner as if the meter had been supplied by the Customer and the Customer agrees to pay any overage charges that may result from the estimated meter reading. If Remote Meter Collection Software falls off the network, it is the customer's responsibility to supply meter reads and request toner replenishment. Customer can also input meter reads or place service calls and supplies requests through My-C3 portal.
11. TERM This Agreement shall become effective as set forth on the first page and shall continue for the full sixty (60) month term stated therein, unless earlier terminated in accordance with Section 12 below.
This Agreement is subject to and shall have the benefit of all pricing set forth in the cooperative purchasing agreement entered into between the County of Orange and C3 Office Solutions LLC dba C3 Tech entitled Regional Cooperative Agreement (RCA) Contract RCA-017-23010022 for Digital Multifunctional Copiers, Printers, Software, Related Accessories and Services (“County Contract No. RCA-017-23010022”), as amended, effective May 23, 2023 through May 2, 2030.
Expiration, termination, amendment, or non-renewal of the RCA contract shall not cause this Agreement to terminate, impair, or otherwise affect the enforceability of this Agreement during its stated term.
12. EVENT OF DEFAULT AND TERMINATION
A. Termination for Cause by C3 Tech
Customer’s failure to pay any undisputed amount due under this Agreement, or material breach of any other obligation herein, shall constitute an Event of Default.
C3 Tech shall provide written notice of such default. Customer shall have thirty (30) days from receipt of notice to cure the default.
If Customer fails to cure within such thirty (30) day period, C3 Tech may terminate this Agreement upon written notice and pursue any remedies available at law or equity.
B. Termination for Cause by Customer
C3 Tech’s material breach of any obligation under this Agreement shall constitute an Event of Default.
Customer shall provide written notice specifying the alleged breach. C3 Tech shall have thirty (30) days from receipt of such notice to cure the breach.
If C3 Tech fails to cure within such thirty (30) day period, Customer may terminate this Agreement upon written notice.
C. No Termination for Convenience
This Agreement may not be terminated by either party for convenience or without cause. Termination shall occur only for material breach following expiration of the applicable thirty (30) day cure period set forth above.
D. Non-Appropriation
Customer is a charter city formed under the Constitution and laws of the State of California. Notwithstanding any other provisions of this Agreement, payments to be made to C3 Tech, and/or their successors and assigns, by Customer for any services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted fund. In the event that Customer does not appropriate sufficient funds for payment of C3 Tech beyond the current fiscal year, this Agreement shall cover payment for C3 Tech only to the conclusion of the last fiscal year in which Customer appropriates sufficient funds and shall automatically terminate at the conclusion of such fiscal year without penalty to Customer. Termination for non-appropriation of funds shall not constitute a default by Customer. In the event of the non-appropriation of funds, Customer shall provide written notice as soon as reasonably practicable.
13. INDEMNITY
INDEMNIFICATION BY CUSTOMER. Customer shall indemnify, save and hold C3 Technology Services, its officers, directors, employees, agents and representatives and its and their successors and assigns ("C3 Technology Services Parties") harmless from and against any liability, loss cost, expense or damage whatsoever caused by reason of any breach of this Agreement by Customer or by reason of any injury, whether to body, property or business or to any other person to the extent arising out of any act, neglect, omission or default by Customer, except that nothing herein shall require Customer to defend, indemnify or save and hold harmless C3 Technology Indemnified Parties for any liability, loss, cost, expense or damage whatsoever to the extent arising out of any act, neglect, omission or default of C3 Technology Indemnified Parties; and further, nothing herein shall require Customer to defend, indemnify, or save and hold harmless C3 Technology Indemnified Parties for any punitive or exemplary damages. Subject to the foregoing limitations, Customer shall defend, at its sole and absolute cost, any action to which this indemnity shall apply. In the event Customer fails to defend such action, C3 Technology Services may do so and recover from Customer in addition, all costs and expenses, including, attorneys' fees in connection therewith. C3 Technology Services shall be entitled to recover from Customer all costs and expenses including without limitation, attorney's fees and disbursement, incurred by C3 Technology Services in connection with actions taken by C3 Technology Services or its representatives (i) to enforce any provision of this Agreement; (ii) to effect any payments or collections provided for herein; (iii) to institute, maintain, preserve, enforce and foreclose on SOS's security interest in or lien on the goods, whether through judicial proceedings or otherwise; or (iv) to defend or prosecute any actions or proceedings arising out of or relating to any C3 Technology Services transactions with Customer.
INDEMNIFICATION BY C3 TECHNOLOGY SERVICES. C3 Technology Services shall indemnify, save and hold Customer, and Customer’s elected and appointed officials, officers, employees, agents, servants, designated volunteers and those Customer agents serving as independent contractors in the role of Customer’s officials (collectively “Customer Indemnified Parties”) harmless from and against any liability, loss cost, expense or damage whatsoever to the extent caused by any breach of this Agreement by C3 Technology by reason of any injury, whether to body, property or business or to any other person to the extent arising out of any act, neglect, omission or default by C3 Technology Services, except that nothing herein shall require C3 Technologies to defend, indemnify or save and hold harmless Customer Indemnified Parties for any liability, loss, cost, expense or damage whatsoever to the extent arising out of the sole act, neglect, omission or default of Customer; and further, nothing herein shall require C3 Technology Services to defend, indemnify, or save and hold harmless Customer Indemnified Parties for any punitive or exemplary damages. Subject to the foregoing limitations, C3 Technology Services shall defend, at its sole cost and expense, any action to which this indemnity shall apply. In the event C3 Technology Services fails to defend such action, Customer may do so and recover from C3 Technology Services in addition, all costs and expenses, including, attorney’s fees in connection therewith. Customer shall be entitled to recover from C3 Technologies all costs and expenses reasonably incurred, including without limitation, attorney's fees and disbursement, incurred by Customer in connection with actions taken by Customer or its representatives (I) to enforce any provision of this Agreement; (ii) to effect any payments or collections provided for herein; (iii) to institute, maintain, preserve, enforce and foreclose on SOS's security interest in or lien on the goods, whether through judicial proceedings or otherwise; or (M to defend or prosecute any actions or proceedings arising out of or relating to any Customer transactions with C3 Technology Services.
14. ENTIRE AGREEMENT This constitutes the entire Agreement between the parties relating to the subject matter hereof. Any modifications to this Agreement must be in writing and signed by both parties.
15. SUCESSORS AND ASSIGNS; TERMINATION Neither party may assign this Agreement or any of its rights or obligations hereunder, without the prior written approval of the other party, which will not be unreasonably withheld, except that either party may assign its obligations and rights to a wholly owned subsidiary, parent corporation, or entity under the same ownership, operation or control.
16. SEVERABILITY If any provision in this Agreement is held invalid or unenforceable by a body of competent jurisdiction, such provision will be construed, limited or, if necessary, severed to the extent necessary to eliminate such invalidity or unenforceability. The Parties agree to negotiate in good faith a valid, enforceable substitute provision that most nearly affects the Parties' original intent in entering into this Agreement or to provide an equitable adjustment in the event no such provision can be added. The other provision of this Agreement shall remain in full force and effect.
17. COUNTERPARTS AND FACSIMILE SIGNATURES This Agreement may be executed in several counterparts, each of which shall be deemed to be an original and all of which together shall constitute one Agreement binding on all parties hereto, notwithstanding, that all the parties have not signed the same counterpart. A faxed signature of this Agreement bearing authorized signatures may be treated as an original.
18. JURISDICTION All parties hereby consent to the exclusive jurisdiction °Of the Federal Courts located in CA and the State Courts located in CA in any proceeding arising out of or relating to this Agreement.
19. LIMITATION OF LIABILITY To the extent permitted by law, in no event shall C3 Technology Services be liable to Customer for any special, incidental, consequential, or indirect damages, loss of business profits, business interruption, loss of business information arising out of the inability to use the Equipment. The Customer acknowledges that the Maintenance provided by C3 Technology Services is for the mechanical maintenance of the Equipment only, and that this Agreement does not cover any software, networking or any other connectivity or functionality unrelated to the device(s) described in this agreement. Network and or connectivity services not included in this contract are available from C3 Technology Services at additional costs.
20. FORCE MAJEURE Neither party shall be liable to the other party for any failure or delay caused by events beyond a party’s control, including. without limitation, a party’s failure to furnish necessary information; sabotage; failure or delays in transportation or communication; boycotts; embargoes; failures or substitutions of equipment; labor disputes; accidents; shortages of labor, fuel, raw materials, machinery, or equipment; technical failures; fire; storm; flood; earthquake; explosion; acts of the public enemy; war; insurrection; riot; public disorder; epidemic; quarantine restrictions; acts of God; acts of any government or any quasi-governmental authority, instrumentality or agency.
21. NO WARRANTY C3 Technology Services DISCLAIMS ALL WARRANTIES, EXPESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TECHNICAL COMPATABILITY, FITNESS FOR USE, OR FITNESS FOR A PARTICULAR PURPOSE.
22. INSURANCE If the Customer is leasing the equipment, the Customer shall obtain and maintain, at its own expense, insurance relating to claims for injury and/or property damage (including commercial general liability insurance) based on its use of the equipment, goods and machinery.
23. END OF TERM, CANCELLATION, UPGRADE, AND RENEWAL Customer shall give C3 Technology Services at least 90 days written notice before the expiration of the initial agreement term date stating the intent to decline the renewal or upgrade of the equipment. Pick up charges will apply upon contract cancellation; cost will be determined based on the location of lease return facility. Hard drive data erase is optional.
REV06.2024
Initial
County of Orange
County Procurement Office
RCA-017-23010022
C3 Office Solutions LLC, dba C3 Tech
Digital Multifunctional Copiers, Printers, Software, Related Accessories and Services
File No.: 2337101
REGIONAL COOPERATIVE AGREEMENT (RCA)
CONTRACT RCA-017-23010022
FOR
DIGITAL MULTIFUNCTIONAL COPIERS, PRINTERS, SOFTWARE, RELATED ACCESSORIES AND
SERVICES
WITH
C3 OFFICE SOLUTIONS DBA C3 TECH
This Contract RCA-017-23010022 for Digital Multifunctional Copiers, Printers, Software, Related Accessories and Services, hereinafter referred to as “Contract” is made and entered into as of the date fully executed by and between the County of Orange, a political subdivision of the State of California on behalf of County Executive Office, CEO hereinafter referred to as “County” and C3 Office Solutions dba C3 Tech, , hereinafter referred to as “Contractor”, with County and Contractor sometimes individually referred to as “Party”, or collectively referred to as “Parties”.
ATTACHMENTS
This Contract is comprised of this document and the following Attachments, which are attached hereto and incorporated by reference into this Contract:
Attachment A – Scope of Work
Attachment B – Payment and Compensation
Attachment C – Staffing Plan
Attachment D - Hardware Catalog and Hardware Pricing
Attachment E – Business Associate Terms and Conditions
Attachment F – Certification for Data Removal
Attachment G – Migration/Transition Plan
Attachment H – Equipment Lease Agreement
RECITALS
WHEREAS, County solicited via a Request for Proposal (“RFP”) for Digital Multifunctional Copiers, Printers, Software, Related Accessories and Services as set forth herein; and WHEREAS, Contractor responded and represented that it is qualified to provide Digital Multifunctional Copiers, Printers, Software, Related Accessories and Services to the County as further set forth in the Scope of Work, attached hereto as Attachment A; and WHEREAS, County agrees to pay Contractor based on the schedule of fees set forth in Payment and Compensation, attached hereto as Attachment B; and
NOW, THEREFORE, the Parties mutually agree as follows:
ARTICLES
General Terms and Conditions:
A. Governing Law and Venue: This Contract has been negotiated and executed in the state of California and shall be governed by and construed under the laws of the state of California. In the event of any legal action to enforce or interpret this Contract, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the parties hereto agree DocuSign Envelope ID: EC53D77D-1303-4A34-B334-A62F013058AE County of Orange
County Procurement Office
RCA-017-23010022
C3 Office Solutions LLC, dba C3 Tech
Digital Multifunctional Copiers, Printers, Software, Related Accessories and Services
File No.: 2337101
to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure Section 394. Furthermore, the parties specifically agree to waive any and all rights to request that an action be transferred for adjudication to another county.
B. Entire Contract: This Contract contains the entire Contract between the parties with respect to the matters herein, and there are no restrictions, promises, warranties or undertakings other than those set forth herein or referred to herein. No exceptions, alternatives, substitutes or revisions are valid or binding on County unless authorized by County in writing. Electronic acceptance of any additional terms, conditions or supplemental Contracts by any County employee or agent, including but not limited to installers of software, shall not be valid or binding on County unless accepted in writing by County’s Purchasing Agent or designee.
C. Amendments: No alteration or variation of the terms of this Contract shall be valid unless made in writing and signed by the parties; no oral understanding or agreement not incorporated herein shall be binding on either of the parties; and no exceptions, alternatives, substitutes, or revisions are valid or binding on County unless authorized by County in writing.
D. Taxes: Unless otherwise provided herein or by law, price quoted does not include California state sales or use tax. Out-of-state Contractors shall indicate California Board of Equalization permit number and sales permit number on invoices, if California sales tax is added and collectable. If no permit numbers are shown, sales tax will be deducted from payment. The Auditor-Controller will then pay use tax directly to the State of California in lieu of payment of sales tax to Contractor.
E. Delivery: Time of delivery of commodities and services is of the essence in this Contract. County reserves the right to refuse any commodities and services and to cancel all or any part of the commodities not conforming to applicable specifications, drawings, samples or descriptions or services that do not conform to the prescribed scope of work. Acceptance of any part of the order for commodities shall not bind County to accept future shipments nor deprive it of the right to return commodities already accepted at Contractor’s expense. Over shipments and under shipments of commodities shall be only as agreed to in writing by County. Delivery shall not be deemed to be complete until all commodities or services have actually been received and accepted in writing by County.
F. Acceptance Payment: Unless otherwise agreed to in writing by County, 1) acceptance shall not be deemed complete unless in writing and until all the commodities/services have actually been received, inspected, and tested to the satisfaction of County, and 2) payment shall be made in arrears after satisfactory acceptance.
G. Warranty: Contractor expressly warrants that the commodities covered by this Contract are 1) free of liens or encumbrances, 2) merchantable and good for the ordinary purposes for which they are used, and 3) fit for the particular purpose for which they are intended. Acceptance of this order shall constitute an agreement upon Contractor’s part to indemnify, defend and hold County and its indemnities as identified in paragraph “Z” below, and as more fully described in paragraph “Z,” harmless from liability, loss, damage and expense, including reasonable counsel fees, incurred or sustained by County by reason of the failure of the commodities/services to conform to such warranties, faulty work performance, negligent or unlawful acts, and non-compliance with any applicable state or federal codes, ordinances, orders, or statutes, including the Occupational Safety and Health Act (OSHA) and the California Industrial Safety Act. Such remedies shall be in addition to any other remedies provided by law.
H. Patent/Copyright Materials/Proprietary Infringement: Unless otherwise expressly provided in this Contract, Contractor shall be solely responsible for clearing the right to use any patented or copyrighted materials in the performance of this Contract. Contractor warrants that any software as modified through services provided hereunder will not infringe upon or violate any patent, proprietary right, or trade secret right of any third party. Contractor agrees that, in accordance with DocuSign Envelope ID: EC53D77D-1303-4A34-B334-A62F013058AE County of Orange
County Procurement Office
RCA-017-23010022
C3 Office Solutions LLC, dba C3 Tech
Digital Multifunctional Copiers, Printers, Software, Related Accessories and Services
File No.: 2337101
the more specific requirement contained in paragraph “Z” below, it shall indemnify, defend and hold County and County Indemnitees harmless from any and all such claims and be responsible for payment of all costs, damages, penalties and expenses related to or arising from such claim(s), including, costs and expenses but not including attorney’s fees.
I. Assignment: The terms, covenants, and conditions contained herein shall apply to and bind the heirs, successors, executors, administrators and assigns of the parties. Furthermore, neither the performance of this Contract nor any portion thereof may be assigned by Contractor without the express written consent of County. Any attempt by Contractor to assign the performance or any portion thereof of this Contract without the express written consent of County shall be invalid and shall constitute a breach of this Contract.
J. Non-Discrimination: In the performance of this Contract, Contractor agrees that it will comply with the requirements of Section 1735 of the California Labor Code and not engage nor permit any subcontractors to engage in discrimination in employment of persons because of the race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, or sex of such persons. Contractor acknowledges that a violation of this provision shall subject Contractor to penalties pursuant to Section 1741 of the California Labor Code.
K. Termination: In addition to any other remedies or rights it may have by law, County has the right to immediately terminate this Contract without penalty for cause or after 30 days’ written notice without cause, unless otherwise specified. Cause shall be defined as any material breach of contract, any misrepresentation or fraud on the part of Contractor. Exercise by County of its right to terminate Contract shall relieve County of all further obligation.
L. Consent to Breach Not Waiver: No term or provision of this Contract shall be deemed waived, and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other, whether express or implied, shall not constitute consent to, waiver of, or excuse for any other different or subsequent breach.
M. Remedies Not Exclusive: The remedies for breach set forth in this Contract are cumulative as to one another and as to any other provided by law, rather than exclusive; and the expression of certain remedies in this Contract does not preclude resort by either party to any other remedies provided by law.
N. Independent Contractor: Contractor shall be considered an independent contractor and neither Contractor, its employees, nor anyone working under Contractor shall be considered an agent or an employee of County. Neither Contractor, its employees nor anyone working under Contractor shall qualify for workers’ compensation or other fringe benefits of any kind through County.
O. Performance Warranty: Contractor shall warrant all work under this Contract, taking necessary steps and precautions to perform the work to County’s satisfaction. Contractor shall be responsible for the professional quality, technical assurance, timely completion and coordination of all documentation and other commodities/services furnished by Contractor under this Contract.
Contractor shall perform all work diligently, carefully, and in a good and workmanlike manner; shall furnish all necessary labor, supervision, machinery, equipment, materials, and supplies, shall at its sole expense obtain and maintain all permits and licenses required by public authorities, including those of County required in its governmental capacity, in connection with performance of the work. If permitted to subcontract, Contractor shall be fully responsible for all work performed by subcontractors.
P. Insurance: Prior to the provision of services under this contract, Contractor agrees to purchase all required insurance at Contractor’s expense, including all endorsements required herein, necessary to satisfy County that the insurance provisions of this contract have been complied with. Contractor DocuSign Envelope ID: EC53D77D-1303-4A34-B334-A62F013058AE County of Orange
County Procurement Office
RCA-017-23010022
C3 Office Solutions LLC, dba C3 Tech
Digital Multifunctional Copiers, Printers, Software, Related Accessories and Services
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agrees to keep such insurance coverage, Certificates of Insurance, and endorsements on deposit with County during the entire term of this contract. In addition, all subcontractors performing work on behalf of Contractor pursuant to this contract shall obtain insurance subject to the same terms and conditions as set forth herein for Contractor.
Contractor shall ensure that all subcontractors performing work on behalf of Contractor pursuant to this contract shall be covered under Contractor’s insurance as an Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for Contractor. Contractor shall not allow subcontractors to work if subcontractors have less than the level of coverage required by County from Contractor under this contract. It is the obligation of Contractor to provide notice of the insurance requirements to every subcontractor, and to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance must be maintained by Contractor through the entirety of this contract for inspection by County representative(s) at any reasonable time.
All self-insured retentions (SIRs) shall be clearly stated on the Certificate of Insurance. Any selfinsured retention (SIR) in an amount in excess of Fifty Thousand Dollars ($50,000) shall specifically be approved by County’s Risk Manager, or designee, upon review of Contractor’s current audited financial report. If Contractor’s SIR is approved, Contractor, in addition to, and without limitation of, any other indemnity provision(s) in this Contract, agrees to all of the following:
1. In addition to the duty to indemnify and hold County harmless against any and all liability, claim, demand or suit resulting from Contractor’s, its agents, employee’s or subcontractor’s performance of this Contract, Contractor shall defend County at its sole cost and expense with counsel approved by Board of Supervisors against same; and
2. Contractor’s duty to defend, as stated above, shall be absolute and irrespective of any duty to indemnify or hold harmless; and
3. The provisions of California Civil Code Section 2860 shall apply to any and all actions to which the duty to defend stated above applies, and Contractor’s SIR provision shall be interpreted as though Contractor was an insurer and County was the insured.
If Contractor fails to maintain insurance acceptable to County for the full term of this contract, County may terminate this contract.
Qualified Insurer
The policy or policies of insurance must be issued by an insurer with a minimum rating of A- (Secure A.M. Best's Rating) and VIII (Financial Size Category as determined by the most current edition of the Best's Key Rating Guide/Property-Casualty/United States or ambest.com). It is preferred, but not mandatory, that the insurer be licensed to do business in the State of California (California Admitted Carrier).
If the insurance carrier does not have an A.M. Best Rating of A-/VIII, the CEO/Office of Risk Management retains the right to approve or reject a carrier after a review of the company's performance and financial ratings.
The policy or policies of insurance maintained by Contractor shall provide the minimum limits and coverage as set forth below:
Coverage Minimum Limits
Commercial General Liability $1,000,000 per occurrence
$2,000,000 aggregate
DocuSign Envelope ID: EC53D77D-1303-4A34-B334-A62F013058AE County of Orange
County Procurement Office
RCA-017-23010022
C3 Office Solutions LLC, dba C3 Tech
Digital Multifunctional Copiers, Printers, Software, Related Accessories and Services