Resolution No. 2017-031RESOLUTION NO. 2017-31
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING THE GENERAL FORM OF DOCUMENTS
PURSUANT TO ARTICLE IV OF CHAPTER 2, SECTION
2.17.34 ❑F THE VERNON MUNICIPAL CODE
WHEREAS, the City of Vernon (the "City"), is a municipal
corporation and a chartered city of the State of California organized
and existing under its Charter and the Constitution of the State ❑f
California; and
WHEREAS, ensuring the continuance of an open and transparent
purchasing and contracting process serves the interests of all of
Vernon's stakeholders and constituencies, including its individual,
corporate and business residents, as well as labor organizations and
workers within Vernon, all of whom deserve the highest quality of
municipal services; and
WHEREAS, on December 18, 2012, the City Council of the City
of Vernon adopted Ordinance No. 1200, as amended by Ordinance No. 1221
on May 20, 2014, amending Article IV of Chapter 2, Sections 2.17
through 2.31, to make necessary changes to the City's purchasing
system in order to create the foundation for an open and transparent,
competitive bidding and purchasing process; and
WHEREAS, Article IV of Chapter 2, Section 2.17.34 provides
that the City Council shall approve, by Resolution, the general forms
of agreements, purchase ❑rder/contract, terms and conditions for goods
and services, notice inviting bids and request for proposals for use
in City purchasing; and
WHEREAS, on February 5, 2013, the City Council of the City of
Vernon adopted Resolution No. 2013-23, approving the General Form of
Personal Service Contracts, Types of Insurance and Indemnity, Purchase
Order Contracts, Requests for Proposals and Attorney Services
Contracts; and
WHEREAS, on March 3, 2015, the City Council of Vernon
adopted Resolution No. 2015-10, approving the notice inviting bids,
bid form and project specifications, instructions to bidders and
specifications and contract; and
WHEREAS, by memorandum dated June 20, 2017, the City
Attorney has recommended the approval of the general form documents,
as well as the additional of several new forms, in order to update
changes in current law or procedure and for use in City contracting; and
WHEREAS, the City Council of the City of Vernon desires to
approve the general form documents.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City ❑f Vernon hereby
finds and determines that the above recitals are true and correct.
SECTION 2: The City Council of the City of Vernon finds
that this action is exempt under the California Environmental Quality
Act (CEQA), because it is a continuing administrative activity that
will not result in direct or indirect physical changes in the
environment, and therefore does not constitute a "project" as defined
by CEQA Guidelines section 15378.
SECTION 3: The City Council of the City of Vernon hereby
approves and adapts the general form documents for use in City
purchasing as attached hereto as the following Exhibits:
A. Added Facilities Agreement.
B. City of Vernon Hold Harmless and Indemnification
Agreement - Use of City Property.
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C. City of Vernon Indemnification and Hold Harmless
Agreement - City Property Tours and Events.
D. Deed ❑f Gift.
E. Insurance Requirements.
F. Labor and Materials Contract.
G. Master Power Purchase and Sale Agreement
Confirmation Letter.
H. Notice Inviting Bids (for Equipment Purchases).
I. Notice Inviting Bids Packet.
J. Purchase ❑rder/Contract Terms and Conditions (for
Goods) .
K. Purchase Order/Contract Terms and Conditions (for
Services) .
L. Request for Information.
M. Request for Proposals.
N. Services Agreement.
O. Telecom Master Encroachment Agreement.
SECTION 4: The City Council of the City of Vernon hereby
authorizes and empowers the City Attorney t❑ make whatever
administrative and non -material changes to the approved documents, as
are necessary from time -to -time in order to carry out the intent of
this Resolution.
SECTION 5: All resolutions or parts of resolutions,
specifically Resolution Nos. 2013-23 and 2015-10, not consistent with
or in Conflict with this resolution are hereby repealed.
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SECTION 6: The City Clerk, or Deputy City Clerk, of the
City of Vernon shall certify to the passage, approval and adoption of
this resolution, and the City Clerk, or Deputy City Clerk, of the City
of Vernon shall cause this resolution and the City Clerk's, or Deputy
City Clerk's, certification to be entered in the File of Resolutions
of the Council of this City.
APPROVED AND ADOPTED this 20th day of June, 2017.
�J
?Name : Meliss `A. Ybarra
Title: Mayor
ATTEST:
—)m .4.
aria E . Ayala
City Clerk
APPROVED AS TO FORM:
Zayrja)� Poussa, Senior Deputy City Attorney
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STATE OF CALIFORNIA }
} ss
COUNTY OF LOS ANGELES }
I, Maria E . Ayala, City Clerk the City
of Vernon, do hereby certify that the foregoing Resolution, being
Resolution No. 2017-31, was duly passed, approved and adopted by the
City Council of the City of Vernon at a regular meeting of the City
Council duly held on Tuesday, June 20, 2017, and thereafter was duly
signed by the Mayor or Mayor Pro-Tem of the City of Vernon.
Executed this ZQtday of June. 2017, at Vernon, California.
(SEAL)
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Maria Ayala
City Clerk 1 �-
EXHIBIT A
THE CITY OF VERNON
ADDED FACILITIES AGREEMENT (SELECT ONE: CITY / CUSTOMER /
FINANCED)
PARTIES: The Parties to this Added Facilities Agreement ("Agreement") are [name], a
[state of incorporation] corporation ("Customer") and the City of Vernon, a California
charter City and California municipal corporation ("City"), hereinafter referred to
individually as "Party" and collectively as "Parties."
2. RECITALS:
2.1 Prior to entry into this Agreement, City has provided or will provide electric service to
Customer pursuant to that certain application submitted by Customer on or about [date]
("Application"). The Parties desire to enter into the instant Agreement with respect to
additional or new electric service delivery to the property located at [address], Vernon,
California (the "Property").
2.2 Customer wishes to [brief description of services Customer desires. E.g. "consolidate the
monthly usages of the new service with another main service into a single point of
delivery metered at 16KV. Both services will be served from the same primary 16KV
wireline entering the western portion of the Property."]
2.3 Parties agree that, subject to the terms of this Agreement, City shall provide the design,
engineering, procurement, construction, installation, ownership, and maintenance of the
electric facilities described in Exhibit A (hereinafter referred to as the "Added
Facilities"), the cost of which shall be borne by Customer, pursuant to the payment terms
set forth in Exhibit B.
3. AGREEMENT: Parties agree to the terms and conditions set forth herein, including
Exhibits A through C attached hereto and incorporated herein.
4. EFFECTIVE DATE AND TERM:
4.1 This Agreement shall be effective and binding upon execution by the Parties and
approval by the City Council of the City of Vernon. Subject to Customer's fulfillment of
the conditions precedent set forth in Section 19 below, City will use its best efforts to
have the Added Facilities installed and operational such that electric service under the
Agreement may begin by [date].
4.2 This Agreement shall continue in effect until Customer gives notice of termination of
service in accordance with Vernon's Rules for Electric Service (as amended, the "Electric
Service Rules"), or this Agreement is terminated by City due to an Event of Default by
Customer or otherwise; provided, however, that if this Agreement is terminated, all
unpaid Added Facilities Monthly Charges due through the date of termination, and the
Termination Fee, as described in Appendix 1 of Exhibit B, must be paid in full prior to
the effective date of termination of this Agreement. No election to terminate this
Agreement shall be effective unless and until such costs, including the Termination Fee,
as described in Appendix 1 of Exhibit B, are paid in full.
5. DEFINITIONS: The following terms, when used herein with initial capitalization,
whether in the singular or the plural, shall have the following meanings:
5.1 Added Facilities: The facilities to be constructed as specified in Exhibit A attached
hereto and incorporated herein by reference, which are being allocated for the Customer's
use and benefit as Added Facilities as well as replacements or betterments associated
therewith.
5.2 Added Facilities Installation Cost: All costs associated with the design, engineering,
procurement, construction and installation of the Added Facilities. Added Facilities
Installation Cost will be equal to such final amounts in Exhibit A, and shall be paid on a
monthly basis as set forth in Exhibit B.
5.3 Added Facilities Monthly Rate: The Added Facilities Monthly Rate pursuant to
Exhibit B.
5.4 Agreement and Amendments: This Agreement, including all attachments and exhibits
hereto, as may be amended from time to time. Modifications and amendments to this
Agreement shall be valid and enforceable only if in writing and signed by the Parties.
5.5 Added Facilities Monthly Charge: The charge to Customer for Added Facilities that is
payable monthly to City as outlined in Exhibit B. The Added Facilities Monthly Charge
recovers the Added Facilities Installation Cost, replacement cost, and operations and
maintenance cost.
5.6 Services: The design, engineering, procurement, construction, installation, ownership,
operation and maintenance of the Added Facilities.
6. ADDED FACILITIES:
6.1 City shall design, engineer, procure, construct, install, own, operate, and maintain the
Added Facilities. Subject to Customer's fulfillment of the conditions precedent set forth
in Section 19 below, City will use its best efforts to install the Added Facilities so that
they are fully operational by [date] (the "Commencement Date"), at which time, the
charges outlined in Exhibit B will commence. Added Facilities shall at all times remain
the property of City.
6.2 City shall commence performance of the design and construction of the Added Facilities
upon full execution of this Agreement and Customer's fulfillment of all conditions
precedent set forth in Section 19 below. City shall complete the installation of the Added
Facilities per Project Schedule, Exhibit C, after the effective date of this Agreement.
However, City shall not be liable for any cost or damage incurred by Customer because
of any delay in the completion of the installation of any Added Facilities. Should the
Added Facilities not be completed by the Commencement Date, the charges outlined in
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Exhibit B shall be abated until such time as the Added Facilities are installed and
operational.
6.3 City shall construct and maintain the Added Facilities diligently and pursuant to all
applicable federal, state and local safety codes, regulations, and laws, including but not
limited to the requirements of California's General Orders No. 95, 128 and 165.
Additionally, and included in the Added Facilities Installation Cost outlined in Exhibit B,
Customer shall have the exclusive right of use of the Added Facilities; provided,
however, that if City, at its sole cost and expense, makes any improvements or additions
to the Added Facilities beyond the scope of the Customer's plans and specifications as
described in Exhibit A, then Customer's use of the Added Facilities shall be non-
exclusive; provided, however, that City shall in all events be required to provide to the
Customer the full use of the Added Facilities as originally constructed pursuant to the
Customer's plans and specifications. Such improvements shall be reasonably
coordinated with Customer prior to any such improvements made in order to avoid
interruption of Customer's operations.
7. CHARGES:
7.1 Customer shall pay to City the charges outlined in and in accordance with Exhibit B as
payment for all costs incurred by City for designing, engineering, procuring,
constructing, installing, owning, operating, and maintaining the Added Facilities.
If at any time Customer requests upgrades to the Added Facilities for Customer's
convenience, City shall determine if such upgrades are feasible. If such upgrades are
made at Customer's request for Customer's convenience and benefit, the costs shall be
paid by Customer at the times and on the basis as agreed to in a separate writing by the
Parties at the time.
MODIFICATIONS OR REPLACEMENT OF ADDED FACILITIES: Whenever Added
Facilities are repaired or replaced due to damage or equipment failure, the work shall be
completed at City's sole expense in accordance with good utility practice, unless the
damage or equipment failure is caused by or due to action or inaction by the Customer, in
which case the Customer shall be solely responsible for the entire cost of repair or
replacement. Where an upgrade of Added Facilities is required for City's convenience or
necessity, no increase shall be made in the investment amount for Added Facilities or the
Added Facilities Installation Cost. City shall be responsible for all routine maintenance
and repairs required to maintain the Added Facilities in good operating condition and
shall make those capital expenditures (including capital repairs and replacements, as
necessary) required to maintain the Added Facilities.
9. RIGHT-OF-WAY: Customer hereby grants to City the right of ingress to and egress
from Customer's Property as determined by City in its sole discretion for any purpose
connected with the construction, operation, and maintenance of the Added Facilities.
Customer agrees to provide right-of-way or easements of sufficient space to provide legal
clearance from all structures now or hereafter erected on Customer's Property for any
facilities of City. Concurrently with the execution of this Agreement, Customer will
execute a recordable document evidencing the above described right of ingress and egress
and right-of-way or easement, with the recordation costs to be borne by City.
10. BILLING AND PAYMENT:
10.1 City shall prepare and deliver monthly bills to Customer for the Added Facilities Monthly
Charge.
10.2 The Customer shall pay City the charges outlined in Exhibit B concurrently with its
electric service bills. Late charges will be applied pursuant to the City's Electric Service
Rules.
NOTICES: Except as otherwise provided in this Agreement, any notice, demand, or request
provided for in this Agreement, or served, given, or made in connection with the Agreement,
shall be in writing and shall be deemed properly served, given, or made if delivered in person, or
sent by United States Mail, postage prepaid, or sent by reputable overnight delivery service, to
the address specified below:
Company: [Name]
[Address]
Attn:
Telephone:
Email:
Vernon: City of Vernon
Public Utilities Department
Attn: General Manager
4305 Santa Fe Avenue
Vernon, CA 90058
Copy to: City of Vernon
City Attorney's Office
Attn: City Attorney
4305 Santa Fe Avenue
Vernon, CA 90058
Either Party may at any time, by notice to the other Party, change the designation or address of
the person so specified as the one to receive notices pursuant to this Agreement. Notices shall be
deemed given and received on the date of delivery or attempted delivery, if delivery is not
accepted.
11. FORCE MAJEURE: Neither Party shall be considered to be in default in the
performance of any of its obligations under this Agreement (other than obligations to
make payments pursuant to this Agreement) when failure of performance shall be due to
uncontrollable forces. The term "uncontrollable forces" means any cause beyond the
control of the Party failing to perform, including, but not restricted to, failure of facilities,
flood, earthquake, storm, lightning, fire, epidemic, war, riot, terrorism, civil disturbance
M
or disobedience, labor dispute, labor or material shortage, sabotage, restraint by court
order or public authority, and action or non -action by, or inability to obtain the necessary
authorizations or approvals from, any governmental agency or authority which by
exercise of due diligence such Party could not reasonably have been expected to avoid
and which by exercise of due diligence it has not overcome. Either Party rendered unable
to fulfill any of its obligations under this Agreement by reason of an uncontrollable force
shall give prompt written notice of such fact to the other Party and shall exercise due
diligence to remove such liability. Nothing contained herein shall be construed to require
a Party to settle any strike or labor dispute in which it may be involved.
12. INDEMNIFICATION AND LIMITATIONS ON LIABILITY:
12.1 Except to the extent of Vernon Public Utilities' gross negligence or willful misconduct,
Customer agrees to indemnify, defend, and hold harmless City of and from any and all
claims, causes of action, damages and judgments arising out of any act or omission of
City, and its respective officers, directors, employees and agents that may have caused
injury or damage to any person, or to the equipment, fixtures, goods, products, or other
property of the Customer, the Customer's employees, contractors, invitees, customers, or
any other person in or about the Property, regardless of cause or whether or not such
injury or damage results from conditions arising from Services provided by City
hereunder or the installation, operation or maintenance of the Added Facilities or any
failure of the Added Facilities to deliver electrical power or any defect in the Added
Facilities, or explosion, fire, or steam released from the Added Facilities.
12.2 Notwithstanding either Party's negligence or breach of this Agreement, under no
circumstances shall either Party be liable to the other Party for indirect, special, or
consequential loss, damage, claim, cost, charge, or expense including, but not limited to,
loss of business or any loss of income or profit therefrom, loss of use of a Party's
facilities, loss of revenue, cost of replacement power or water, and claims of any third
party, including any customer of the other Party.
13. ENTIRE AGREEMENT: This Agreement, including Exhibits A-C, constitutes the
complete and final expression of the agreement between the Parties and is intended as a
complete and exclusive statement of the terms of their agreement which supersedes all
prior and contemporaneous offers, promises, representations, negotiations, discussions,
communications, and other agreements which may have been made in connection with
the subject matter of this Agreement.
14. RELATIONSHIP OF PARTIES: The covenants, obligations, and liabilities of the Parties
are intended to be several and not joint or collective, and nothing contained in this
Agreement shall ever be construed to create an association, joint venture, trust or
partnership, or to impose a trust or partnership covenant, obligation, or liability on or
with regard to either Party. Each Party shall be individually responsible for its own
covenants, obligations, and liabilities as provided in this Agreement. Neither Party shall
be under the control of the other Party. Neither Party shall be the agent of or have a right
or power to bind the other Party without such other Party's express written consent.
15. NO THIRD -PARTY RIGHTS: The parties do not intend to create rights in, or to grant
remedies to, any third Party as a beneficiary either of this Agreement or of any duty,
covenant, obligation, or undertaking established herein.
16. ARBITRATION: The Parties agree that any and all disputes arising out of or in relation
to this Agreement, including without limitation any action in tort, shall be resolved
exclusively, finally and conclusively by arbitration in Los Angeles County, California
under the auspices of and pursuant to the rules of the Judicial Arbitration & Mediation
Services, Inc. (JAMS). Each Party will select an arbitrator. Those two arbitrators will
then select a third. The three -member panel will make the final decision. All decisions
of the arbitrators shall be in writing, and the arbitrators shall provide written reasons for
their decision. The arbitration decision shall be final, unappealable and binding on the
parties. Notwithstanding the foregoing, the Parties shall be permitted to access the court
system to enforce any arbitration award or to obtain injunctive relief. The exclusive
jurisdiction and venue for any such action shall be the Superior Court of California, Los
Angeles County.
17. ATTORNEYS' FEES: If either Party institutes an action or legal proceeding arising out
of or related to this Agreement or the relationship of the Parties or their rights or duties in
connection with the matters set forth in this Agreement, whether sounding in tort,
contract, or otherwise, the prevailing Party in such action or proceeding shall be entitled
to recover from the other party all costs and expenses, including all costs and reasonable
attorneys' fees, in addition to any other remedy awarded by the arbitration panel.
18. INSURANCE: The Customer shall, for the duration of this Agreement, obtain and
maintain at its own expense, premises liability coverage with a minimum combined
single limit of $1,000,000 per occurrence and provide City with proof of insurance
providing and maintaining the coverages and endorsements set forth herein. Said proof
of insurance shall also provide that said policy or policies shall not be canceled or
materially reduced in coverage without giving at least thirty (30) days prior written notice
to the City. The insurance coverage as listed herein, shall be properly endorsed to
include those contractual obligations which may be identified further within this
Agreement and shall be endorsed to provide City all the rights and privileges of an
additional insured. Customer shall cause its insurers to issue, including but not limited
to, Certificates of Insurance or, upon request, certified copies of the insurance policies
evidencing that the coverages and policy endorsements required under this Agreement,
are maintained in force.
19. CONDITIONS PRECEDENT: City's obligations under this Agreement are subject to
the following conditions:
19.1 By its execution of this Agreement, Customer agrees to pay all costs incurred by City for
the design and construction of the Added Facilities according to the terms of this
Agreement. If Customer terminates this Agreement in writing during the design and
construction process, Customer shall be obligated to reimburse City for all costs incurred
and committed to date, including, without limitation, costs of design and construction and
Co
demolition and removal, which costs shall include costs of employees of Vernon and
costs paid to or owed to third party vendors for any and all Services provided to date.
19.2 Prior to the date on which City provides electrical service, Customer shall have obtained
and paid for all necessary local and state licenses and permits for operation of its business
including Vernon building, electrical and mechanical permits, health permit, certificate of
occupancy, business license, etc.
19.3 City shall not provide electrical service under this Agreement until Customer has notified
City in writing of its date of commencing operations, which shall not occur prior to the
date on which Customer has obtained all of the licenses and permits described in Section
19.2 above.
20. EVENTS OF DEFAULT: Any default described herein that is not cured by the
Customer within ten (10) days of delivery of notice of default shall constitute an "Event
of Default"; provided, however, that such default shall not constitute an Event of Default
if Customer commences to cure the default within such ten (10) day period and diligently
prosecutes the cure to completion. City shall have the right, at its option, to terminate
this Agreement and to demand payment as described herein upon the occurrence of an
"Event of Default." Upon demand by City following an Event of Default, Customer shall
immediately pay all accrued and unpaid amounts of the Monthly Charges as of the date
of termination and the Termination Fee, as described in Appendix 1 to Exhibit B,
calculated as of the date of termination. Customer shall be given ten (10) days written
notice of any Event of Default with a request that Customer cure said default. The
termination of the obligations of City will not terminate the obligations of Customer until
Customer has repaid City for any costs incurred pursuant to this Agreement. Each of the
following shall constitute an Event of Default:
20.1 Customer relocates outside Vernon prior to the date on which the Added Facilities
Installation Cost has been paid in full.
20.2 Customer breaches or defaults under any term, condition, provision, representation, or
warranty in this Agreement, if that breach or default shall continue for ten (10) days after
notice of the breach or default to Customer from Vernon Public Utilities.
20.3 Occurrence of any of the following: (i) the making of any general arrangement or
assignment for the benefit of creditors; (ii) becoming a "debtor" as defined in 11 U.S.C.
§ 101 or any successor statute thereto (unless, in the case of an involuntary petition filed
against Customer, the same is dismissed within 60 days); (iii) the appointment of a
trustee or receiver to take possession of substantially all of Customer's assets located at
the Property, where possession is not restored to Customer within 30 days; or (iv) the
attachment, execution or other judicial seizure of substantially all of Customer's assets
located at the Property, where such seizure is not discharged within 30 days; provided,
however, in the event that any provision of this subparagraph is contrary to any
applicable law, such provision shall be of no force or effect, and not affect the validity of
the remaining provisions.
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21. ASSIGNMENT: This Agreement shall bind and inure to the benefit of the Parties and
their respective successors and assigns; provided however, that Customer shall not assign
this Agreement or any of its rights, duties, or obligations without the prior written consent
of Vernon Public Utilities, which consent shall not be unreasonably withheld.
22. NO WAIVER: No delay or omission to exercise any right, power or remedy accruing to
a Party on any breach or default of the other Party under this Agreement shall impair any
such right, power, or remedy, nor shall it be construed to be a waiver of any such breach
or default, or any acquiescence in such breach or default occurring later; nor shall any
waiver of any single breach or default be considered a waiver of any other prior or
subsequent breach or default. Any waiver, permit, consent, or approval of any kind by a
party of any breach or default under this Agreement, or any waiver of any provisions or
condition of this Agreement, must be in writing and shall be effective only to the extent
specifically set forth in that writing.
23. REMEDIES: All remedies, either under this Agreement or by law or otherwise afforded
to a Party, shall be cumulative and not alternative.
24. HEADINGS NOT BINDING: The use of headings in this Agreement is only for ease of
reference, shall have no legal effect and are not to be considered part or a term of this
Agreement.
25. SEVERABILITY: If any portion of this Agreement shall be held by a court of competent
jurisdiction to be invalid, void or otherwise unenforceable, the remaining provisions shall
remain enforceable to the fullest extent permitted by law. Furthermore, to the fullest
extent possible, the provisions of this Agreement (including, without limitation, each
portion of this Agreement containing any provision held to be invalid, void, or otherwise
unenforceable that is not itself invalid, void, or enforceable) shall be construed so as to
give effect to the intent manifested by the provision held invalid, void, or unenforceable.
26. GOVERNING LAW: This Agreement shall be governed by and construed and enforced
in accordance with the laws of the State of California, without regard to its conflict of
laws rules.
27. COUNTERPARTS: This Agreement may be executed in counterparts, each of which
shall be deemed to be an original, but all of which, taken together, shall constitute one
and the same agreement.
28. In the event of a conflict between this Agreement and any other rules or agreements
issued by the City of Vernon governing the Added Facilities, this Agreement shall
control.
29. SIGNATURE CLAUSE: The signatories hereto represent that they have been
appropriately authorized to enter into this Agreement on behalf of the Party for whom
they sign. This Agreement is hereby executed as of [date].
THE CITY OF VERNON [CUSTOMER NAME]
By:
Name:
Title:
ATTEST:
Maria E. Ayala, City Clerk
APPROVED AS TO FORM:
Hema Patel, City Attorney
By: _
Name:
Title:
By: _
Name:
Title:
E
EXHIBIT A
ADDED FACILITIES PLANS AND SPECIFICATIONS
Service Address:
[Insert Address]
Facilities
[insert address]
Total Added Facilities (1):
Investment
a. New Facilities
$
b. Existing Facilities
$
c. Calculated Replacement Cost
$
d. Total cost of Added Facilities
$
(1) Labor:
Equipment:
Material:
Total:
[Insert diagram of added facilities if applicable]
10
EXHIBIT B
ADDED FACILITIES MONTHLY CHARGE
Customer shall pay a monthly added facilities charge at the rate set below. The rate is based
on a percentage of the Added Facilities Installation Cost.
(multiplied by)
Added Facilities Monthly Rate (1)
[SELECT ONE: 0.33% (Customer Financed) OR 1.00% (City Financed)]
Added Facilities Installation Cost (2) $
Added Facilities Monthly Charge $
(1) Pursuant to Rule 2.H
(2) Pursuant to Exhibit A to this Agreement
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APPENDIX 1 TO EXHIBIT B
TERMINATION FEE
If this Agreement is terminated for any reason, Customer shall pay City in full the Termination
Fee calculated as set forth below:
• Remaining principal balance of Added Facilities Installation Cost.
• Plus: Cost of Upgrades made at Customer's request for Customer's convenience (if any).
• Plus: Demolition and Removal cost (if applicable).
• Plus: Other documented costs actually incurred by City (such as insurance, taxes,
cancellation fees, etc., if any),
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EXHIBIT C
PROJECT SCHEDULE
City Council Approval: [insert date]
Construction Start Date: [insert date]
Construction Completion date: [insert date]
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EXHIBIT B
City of Vernon Hold Harmless and Indemnification Agreement — Use of City Property
This City of Vernon Hold Harmless and Indemnification Agreement (this "Indemnity
Agreement" or "Agreement"), dated as of [DATE] (the "Effective Date"), is made by
[COUNTERPARTY] ("[COUNTERPARTY]"), a [STATE OF INCORPORATION /
REGISTRATION] [CORPORATE FORM] with its principal offices located at [ADDRESS],
and the City of Vernon ("City"), a California charter City and California municipal corporation.
[COUNTERPARTY] and the City may be referred to together in this Agreement as the "Parties"
and individually, each as a "Party."
WHEREAS, [COUNTERPARTY] has requested of City to use that certain property
("Property") [MORE SPECIFIC REQUEST, INCLUDING GENERAL PURPOSE OF USE].
WHEREAS, subject to execution of this Agreement, the City hereby grants
[COUNTERPARTY]'s request; and
WHEREAS, in consideration of the permission to use the Property, [COUNTERPARTY]
agrees to hold the City harmless and to indemnify the City against liability or loss caused by or
arising out of [COUNTERPARTY]'s use of the Property [OTHER CONDITIONS] during the
term of this Agreement and subject to the terms and conditions set forth below.
NOW THEREFORE, the Parties hereby agree as follows:
I . Term. This Agreement shall be effective [TERM] (the "Term")
2. Indemnification.
(a) [COUNTERPARTY] hereby agrees to indemnify, hold harmless and defend the City, its
elected officials, officers, agents and employees from and against any and all claims, losses,
damages, liabilities, actual and verifiable costs or expenses (together, "Claims") resulting from,
or arising out of [COUNTERPARTY]'s use of the Property during the Term, including, but not
limited to, any death or injury to any person or for any injury to property, to the extent caused by
the acts or omissions of [COUNTERPARTY], its employees or agents in connection with their
use of the Property, subject at all times to the limitations of liability set forth in paragraph 2(c)
below. Such cost and expense shall include the City's reasonable attorneys' fees and costs.
(b) [COUNTERPARTY] further agrees and acknowledges that its license to use the Property
during the Term is on an "as -is" basis, and [COUNTERPARTY] hereby represents that it has
inspected the Property and will take any necessary precautions to guard against injury or death to
person or property prior to and while using the Property during the Term.
(c) The sole negligence or willful misconduct of City, its employees or agents other than
[COUNTERPARTY] or [COUNTERPARTY'S] subcontractors are excluded from this
indemnity agreement.
Page 1 of 5
3. Insurance.
(a) [COUNTERPARTY] represents to the City that it maintains comprehensive general and
automobile liability insurance coverage and that it has confirmed with City's Finance department
that such policies and respective coverage limits are sufficient for the City's purposes.
(b) Attached collectively hereto as Attachment A are Certificates of Insurance executed by
authorized representatives of the respective insurance companies evidencing such policies of
insurance. [COUNTERPARTY] agrees to give the City not less than thirty (30) days prior written
notice of cancellation, non -renewal or material change of said insurance.
4. Miscellaneous.
(a) Applicable Laws. This Agreement, and all claims and controversies arising hereunder,
including claims for breach of contract and related causes of action, shall be governed by the laws
of the State of California and the United States of America, without reference to its choice of law
principles. Each Party acknowledges and agrees that this Agreement is entered into and is to be
substantially performed in the County of Los Angeles, State of California, and jurisdiction and
venue for any dispute arising under this Agreement shall be in any court of competent jurisdiction
in the County of Los Angeles, State of California.
(b) No Waiver; Remedies Cumulative. No delay or omission by either Party in exercising any
right or power hereunder will impair such right or power or be construed to be a waiver thereof. A
waiver by either Party of any provision hereof or of any breach hereunder must be in a writing
signed by the waiving Party and will not be construed to be a waiver of any prior or subsequent
breach of such provision or of any other provisions herein contained. Except as otherwise provided
in this Agreement, all remedies provided for in this Agreement will be cumulative and in addition
to and not in lieu of any other remedies available to either Party at law, in equity or otherwise.
(c) Entire Agreement; Amendments. This Agreement, including the Exhibits hereto
constitutes the entire agreement between the Parties relating to the subject matter hereof, and
supersedes all previous agreements and understandings relating to such subject matter, whether
oral or written. Except as otherwise provided elsewhere herein, this Agreement may not be
amended, supplemented or modified in any respect without further written agreement of both
Parties, signed by their respective authorized representatives.
(d) Severability. In case any one or more of the provisions of this Agreement shall, for any
reason, be held to be invalid, illegal or unenforceable in any respect, any other provision in this
Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been
contained herein. Such invalid, illegal or unenforceable provisions shall be given effect to the
maximum extent permitted by law.
(e) Notices. All notices required by this Agreement shall be in writing and shall be deemed
served as of the date received, and shall be personally delivered or sent either by registered or
certified mail, return receipt requested, or by nationally recognized overnight courier, addressed
to the Parties at the following addresses:
Page 2 of 5
If to the City: City of Vernon
Attn: [NAME, TITLE]
4305 Santa Fe Ave.
Vernon, CA 90058
If to [COUNTERPARTY]:
Either Party hereto may from time to time change its address for notification purposes by giving
the other prior written notice of the new address and the date upon which it will become effective.
(f) Counterparts; Facsimile Signatures. This Agreement may be executed in one or more
counterparts for the convenience of the Parties hereto, all of which together will constitute one and
the same instrument. A facsimile signature shall have the same force and effect as an original
signature. There shall be two (2) fully signed copies of this Agreement, each of which shall be
deemed an original.
(g) Headings; Construction. The headings contained herein are for convenience of reference
only and shall not be deemed to limit or affect the subject matter contained herein. The Parties
have jointly prepared this Agreement and the terms hereof shall not be construed in favor of or
against any Party on account of its participation in such preparation. As used in this Agreement,
the singular form shall include the plural, and vice versa, when the context so requires.
(h) Compliance With Laws. Each Party shall comply with all federal, state and local laws,
rules and regulations that apply to its performance hereunder, including without limitation,
possessing and maintaining all necessary permits and licenses.
(i) Assignment. This Agreement may not be assigned and/or otherwise transferred by
[COUNTERPARTY] to any third party without the prior written consent of the City, which
consent may be withheld in the City's sole discretion. Any unauthorized assignment or transfer
shall be null and void and shall constitute a material breach by [COUNTERPARTY] of its
obligations under this Agreement. No assignment shall release the original Parties or otherwise
constitute a novation.
[Signatures Begin on Next Page].
Page 3 of 5
IN WITNESS WHEREOF, the Parties have duly executed this Indemnity Agreement to be
effective as of the Effective Date set forth above.
[COUNTERPARTY] THE CITY OF VERNON
By: _
Name:
Title:
By: _
Name:
Title:
By:
Name:
Title:
ATTEST:
Maria E. Ayala, City Clerk
F.111990
Hema Patel, City Attorney
Page 4 of 5
Attachment A
Insurance Certificates
Page 5 of 5
EXHIBIT C
CITY OF VERNON
INDEMNIFICATION AND HOLD HARMLESS AGREEMENT
Name or Description of Event:
Date(s):
Location(s):
WHEREAS, the below individual ("Participant") desires to participate in the above -referenced
event ("Event"), which will occur on property owned or controlled by the City of Vernon ("City"); and
WHEREAS, the City grants Participant permission to enter upon and use such property solely in
connection with the Event; and
WHEREAS, in consideration of the permission to enter upon and use such property, Participant
is willing to hold the City harmless and to indemnify the City against liability or loss related to
Participant's use of the property during the Event as described below.
NOW THEREFORE, Participant agrees as follows:
Except for the gross negligence or willful misconduct of the City or any of its boards,
commissions, councilmembers, officers, agents, employees, assigns, and successors in interest,
Participant undertakes and agrees to indemnify and hold harmless the City and any and all of the City's
boards, commissions, councilmembers, officers, agents, employees, assigns, and successors in interest
from and against any and all suits and causes of action, claims, losses, demands, and expenses,
including, but not limited to, attorneys' fees and costs, and damage or liability of any nature whatsoever
for death or injury to any person or animal, including Participant's employees and agents, or damage or
destruction of any property of any party, arising in any manner by reason of the negligent or intentional
acts, errors, omissions or willful misconduct related to the use and entry on City property during the
Event by Participant, its employees or agents.
Executed in:
City and State
Name of Participant:
Title & Organization:
Address:
Date:
I }
R
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
Deed of Gift
to [INSERT NAME OF DONEE]
The City of Vernon (hereafter, "Donor") hereby donates and conveys the physical property
described below to [INSERT NAME OF DONEE], subject to the Donation Agreement and
Release ("Agreement") attached hereto and incorporated herein by reference, to use, retain or
dispose of pursuant to the terms and conditions set forth in the Agreement.
1. Donor Information:
Agency Name: City of Vernon, [INSERT] Department
Agency Address: 4305 Santa Fe Avenue
Vernon, CA. 90058
Agency Contact: [INSERT NAME AND TITLE]
Telephone Number: (323) 583-8811 ext. [INSERT EXT.]
2. Description of Property:
[INSERT DESCRIPTION OF PROPERTY]
CITY OF VERNON
Authorized Donor Representative
[INSERT NAME OF DONEE]
[INSERT NAME AND TITLE OF A UTHORIZED
DONEE REPRESENTATIVE]
Date
Date
F�,-cfusivefy Industnd
Page 2
Donation Agreement and Release
This Donation Agreement and Release ("Agreement"), conveying [INSERT DESCRIPTION OF
PROPERTY TO BE DONATED] (the "Property"), is entered into between the City of Vernon's
[INSERT] Department ("Donor") and the [INSERT NAME OF DONEE] ("Donee" and together
with Donor, the "Parties") with reference to the following:
Recitals
[Insert Description of Donee, its purpose, and why it is appropriate that the City support Donee's
efforts]
Agreement
1. Donor shall convey the Property to Donee as soon as practicable [THIS LANGUAGE
SHOULD BE USED IF COUNCIL APPROVAL IS REQUIRED OTHERWISE DELETE:
upon approval of this Agreement by the City Council of the City of Vernon (the "City
Council") and] upon full execution of the Agreement.
2. Conveyance of the Property shall be deemed to have occurred when Donee takes delivery
thereof.
3. Donor does not warrant the Property to be fit for any particular purpose, and Donee accepts
the Property "as is."
4. Donee may inspect the Property at a time and place agreed upon by the Parties prior to
delivery.
5. Upon delivery of the Property, Donor shall not be liable or in any other way responsible for
any defects or for failure of the Property to perform its intended purpose. Nor shall Donor
be liable or in any other way responsible for any loss, damage, or injury to third parties
arising from or caused by defects in the Property or in any part thereof. [INSERT ANY
APPLICABLE INSURANCE REQUIREMENTS]
6. Donee shall defend, indemnify and hold harmless Donor, its officers, directors, elected
officials, agents, employees and attorneys from and against all claims, suits and damages
asserted by Donee and/or any third party arising out of or in any way related to the
ownership, conveyance or use of the Property.
7. Donee represents that the Property will only be used for the purpose(s) described in the
Recital(s) above, unless otherwise agreed to in writing by the Parties.
[THIS LANGUAGE SHOULD BE USED IF CITY WISHES TO INCLUDE A BORROW -
BACK PROVISION OTHERWISE DELETE: At Donor's request and upon three (3) days'
City of Vernon, 4305 Santa Fe Avenue, Vernon, California 90058 — Telephone (323) 583-8811
Page 3
written notice, Donee shall return possession, custody and control of the Property to Donor for a
period of time to be mutually agreed upon by the Parties.]
8. This Agreement shall be interpreted in accordance with the laws of the State of California,
without regard to its conflict of laws rules.
9. By its signature below, Donee represents that it is a legal entity authorized to make and enter
into contracts and that the signatory is authorized to bind Donee under this Agreement.
In witness whereof, the Parties hereto have executed the Agreement on the dates indicated
below.
City of Vernon [INSERT] Department
IC
[INSERT NAME AND TITLE] Date
Attest:
Maria E. Ayala, City Clerk
Approved as to form:
Hema Patel, City Attorney
[INSERT NAME OF DONEE]
LIN
[INSERT NAME AND TITLE] Date
City of Vernon, 4305 Santa Fe Avenue, Vernon, California 90058 — Telephone (323) 583-8811
EXHIBIT E
TYPE I
CITY RISK TRANSFERS TO CONTRACTOR
TWTCTTV ATTf' W
Contractor shall, at its own expense, procure and maintain
policies of insurance of the types and in the amounts set forth
below, for the duration of the Contract, including any
extensions thereto. The policies shall state that they afford
primary coverage.
i. Automobile Liability with minimum limits of at least
$1,000,000 combined single limit, including owned, hired, and
non -owned liability coverage.
ii. Contractor agrees to subrogate automobile liability
resulting from performance under this agreement by agreeing to
defend, indemnify and hold harmless, the City, and its
respective employees, agents, and City Council from and against
all claims, liabilities, suits, losses, damages, injuries and
expenses, including all costs and reasonable attorney's fees
("Claims"), which are attributable to any act or omission by the
City under the performance of the services.
iii. General Liability with minimum limits of at least
$1,000,000 per occurrence and $2,000,000 aggregate written on an
Insurance Services Office (ISO) Comprehensive General Liability
"occurrence" form or its equivalent for coverage on an
occurrence basis. Premises/Operations and Personal Injury
coverage is required. The City of Vernon, its directors,
commissioners, officers, employees, agents, and volunteers must
be endorsed on the policy as additional insureds as respects
Page 1 of 16
liability arising out of the Contractor's performance of this
Contract.
(1) If Contractor employs other contractors as part
of the services rendered, Contractor's Protective
Coverage is required. Contractor may include all
subcontractors as insureds under its own policy
or shall furnish separate insurance for each
subcontractor, meeting the requirements set forth
herein.
(2) Blanket Contractual Coverage [if required].
(3) Products/Completed Operations coverage [where
such risk is applicable].
(4) Explosion, Collapse and/or Underground (X, C,
and/or U) coverage [where such risk is
applicable] .
(5) Contractor agrees to subrogate General Liability
resulting from performance under this agreement by agreeing to
defend, indemnify and hold harmless, the City, and its
respective employees, agents, and City Council from and against
all claims, liabilities, suits, losses, damages, injuries and
expenses, including all costs and reasonable attorney's fees
("Claims"), which are attributable to any act or omission by the
City under the performance of the services.
iv. Professional Errors and Omissions coverage in a sum of
at least $1,000,000, where such risk is applicable. Applicable
aggregates must be identified and claims history provided to
determine amounts remaining under the aggregate. Contractor
Page 2 of 16
shall maintain such coverage for at least one (1) year after the
termination of this Agreement.
V. Contractor shall comply with the applicable sections
of the California Labor Code concerning workers' compensation
for injuries on the job. In addition, Contractor shall require
each subcontractor to similarly maintain workers' compensation
insurance in accordance with the laws for California for all of
the subcontractor's employees. Compliance is accomplished in one
of the following manners:
(1) Provide copy of permissive self-insurance
certificate approved by the State of California;
or
(2) Secure and maintain in force a policy of workers'
compensation insurance with statutory limits and
Employer's Liability Insurance with a minimal
limit of $1,000,000 per accident. The policy
shall be endorsed to waive all rights of
subrogation against City, its directors,
commissioners, officers, employees, and
volunteers for losses arising from performance of
this Contract; or
(3) Provide a "waiver" form certifying that no
employees subject to the Labor Code's Workers'
Compensation provision will be used in
performance of this Contract.
vi. Each insurance policy included in this clause shall be
endorsed to state that coverage shall not be cancelled except
Page 3 of 16
after thirty (30) days' prior written notice to City.
vii. Insurance shall be placed with insurers with a Best's
rating of no less than A-VIII.
viii. Prior to commencement of performance, Contractor
shall furnish City with a certificate of insurance for each
policy. Each certificate is to be signed by a person authorized
by that insurer to bind coverage on its behalf. The
certificate(s) must be in a form approved by City. City may
require complete, certified copies of any or all policies at any
time.
ix. Failure to maintain required insurance at all times
shall constitute a default and material breach. In such event,
Contractor shall immediately notify City and cease all
performance under this Contract until further directed by the
City. In the absence of satisfactory insurance coverage, City
may, at its option: (a) procure insurance with collection rights
for premiums, attorney's fees and costs against Contractor by
way of set-off or recoupment from sums due to Contractor, at
City's option; (b) immediately terminate this Contract and seek
damages from the Contract resulting from said breach; or (c)
self -insure the risk, with all damages and costs incurred, by
judgment, settlement or otherwise, including attorney's fees and
costs, being collectible from Contractor, by way of set-off or
recoupment from any sums due to Contractor.
Page 4 of 16
T Y P E II
(NO TRANSFER OF RISK)
INSURANCE.
Contractor shall procure and maintain insurance of the
types and in the amounts set forth below, for the duration of
the contract, including any extensions thereof. The cost of
such insurance shall be included in the consideration for the
services performed.
A. Automobile Liability coverage with minimum limits of
at least $1,000,000 combined single limit including
owned, hired, and non -owned liability coverage.
B. Contractor shall comply with the applicable sections
of the California Labor Code concerning workers'
compensation for injuries on the job.
1. Contractor understands that it is an independent
contractor, and not entitled to any worker's
compensation benefits under any City program.
2. If Contractor contemplates use of employees or
subcontractors, it must provide evidence of
workers' compensation insurance in statutory
amounts and Employer's Liability insurance with a
minimal limit of $1,000,000, per accident.
(a) If Contractor is exempt, it may execute
a "waiver" form certifying that no
employees subject to the Labor Code's
Workers' Compensation provisions will
be used in performance of this
Page 5 of 16
contract.
(b) If Contractor uses subcontractors, it
may satisfy this requirement by
providing evidence that the
subcontractor meets the provisions of
the Labor Code.
C. Contractor will determine its own needs in procurement
of insurance to cover liabilities other than stated
above. City will not defend nor indemnify Contractor
should it be sued for any reason.
D. Prior to commencement of performance, Contractor shall
furnish City with evidence of automobile liability
insurance and compliance with workers' compensation
laws.
Page 6 of 16
TYPE III
(CONTRACTOR RISK TRANSFERS TO CITY)
INSURANCE.
A. Contractor shall procure and maintain automobile
liability insurance coverage with minimum limits of at least
$1,000,000 combined single limit including owned, hired, and
non -owned liability coverage should Consultant use a non -City
vehicle in performance of this Contract.
B. Contractor understands that it is an independent
contractor, not eligible for workers' compensation benefits
provided by the City for the City's own employees.
(1) If Contractor is exempt, it may execute a "waiver"
form certifying that no employees subject to the
Labor Code's Workers' Compensation provisions will
be used in performance of this contract.
(2) If Contractor uses subcontractors, it may satisfy
this requirement by providing evidence that the
subcontractor meets the provisions of the Labor
Code.
C. Contractor understands that the City will either
procure insurance or handle all risk through self-insurance.
Contractor agrees to cooperate with the City or its insurer in
defense of any claim or suit arising from performance of this
Contract, with no charge to the City for any necessary
assistance or cooperation.
Page 7 of 16
T Y P E IV
(CONTRACTORS WHO CONTROL CITY PROPERTY)
INSURANCE.
Contractor shall, at its own expense, procure and maintain
policies of insurance of the types and in the amounts set forth
below, for the duration of the Contract, including any
extensions thereto. The policies shall state that they afford
primary coverage.
i. Automobile Liability with minimum limits of at least
$1,000,000 combined single limit including owned, hired, and
non -owned liability coverage written on a Commercial automobile
liability form.
ii. General Liability with minimum limits of at least
$1,000,000 combined single limits written on an Insurance
Services Office (ISO) Comprehensive General Liability
"occurrence" form or its equivalent for coverage on an
occurrence basis. Premises/Operations and Personal Injury
coverage is required. The City of Vernon, its directors,
commissioners, officers, employees, agents and volunteers must
be endorsed on the policy as additional insureds as respects
liability arising out of the Contractor's performance of this
Contract. Other additional insureds may be required at sites
where other parties have an ownership, operation or management
interest.
A. If Contractor employs other contractors as part
of the services rendered, Contractor's Protective
Coverage is required. Contractor may include all
Page 8 of 16
subcontractors as insureds under its own policy
or shall furnish separate insurance for each
subcontractor, meeting the requirements set forth
herein.
B. Blanket Contractual Coverage.
C. Products/Completed Operations coverage.
D. Personal Injury Coverage.
iii. Contractor shall comply with the applicable sections
of the California Labor Code concerning workers' compensation
for injuries on the job. In addition, Contractor shall require
each subcontractor to similarly maintain workers' compensation
insurance in accordance with the laws of California for all of
subcontractor's employees. Compliance is accomplished in one of
the following manners:
A. Provide copy of permissive self-insurance
certificate approved by the State of California;
or
B. Secure and maintain in force a policy of workers'
compensation insurance with statutory limits and
Employer's Liability Insurance with a minimal
limit of $1,000,000 per accident. The policy
shall be endorsed to waive all rights of
subrogation against City, its directors,
commissioners, officers, employees, and
volunteers for losses arising from performance of
this Contract; or
C. Provide a "waiver" form certifying that no
Page 9 of 16
employees subject to the Labor Code's Workers'
Compensation provision will be used in
performance of this Contract.
iv. Each insurance policy included in this clause shall be
endorsed to state that coverage shall not be cancelled except
after thirty (30) days' prior written notice to City.
v. Insurance shall be placed with insurers with a Best's
rating of no less than A:VIII, unless the insurer is an admitted
California Insurance Company.
vi. Prior to commencement of performance, Contractor shall
furnish City with a certificate of insurance for each
policy. Each certificate is to be signed by a person authorized
by that insurer to bind coverage on its behalf. The
certificate(s) must be in a form approved by City. City may
require complete, certified copies of any or all policies at any
time.
vii. Failure to maintain required insurance at all times
shall constitute a default and material breach. In such event,
Contractor shall immediately notify City and cease all
performance under this Contract until further directed by the
City. In the absence of satisfactory insurance coverage, City
may, at its option: (a) procure insurance with collection rights
for premiums, attorney's fees and costs against Contractor by
way of set-off or recoupment from sums due to Contractor, at
City's option; (b) immediately terminate this Contract and seek
damages from the Contract resulting from said breach; or (c)
self -insure the risk, with all damages and costs incurred, by
Page 10 of 16
judgment, settlement or otherwise, including attorney's fees and
costs, being collectible from Contractor, by way of set-off or
recoupment from any sums due to Contractor.
Page 11 of 16
T Y P E V
(DESIGN PROFESSIONAL TYPE SERVICES)
(CIVIL CODE SECTION 2782.8)
INSURANCE. Consultant shall, at its own expense, procure
and maintain policies of insurance of the types and in the
amounts set forth below, for the duration of the Contract,
including any extensions thereto. The policies shall state that
they afford primary coverage.
i. Automobile Liability with minimum limits of at least
$100,000/300,000/50,000 if written on a personal automobile
liability form, for using a personal vehicle; or an amount of
$500,000 including owned, hired, and non -owned liability
coverage if written on a Commercial automobile liability form.
(a) Contractor agrees to subrogate automobile
liability resulting from performance under this
agreement by agreeing to defend, indemnify and
hold harmless, the City, and its respective
employees, agents, and City Council from and
against all claims, liabilities, suits, losses,
damages, injuries and expenses, including all
costs and reasonable attorney's fees ("Claims"),
which are attributable to any act or omission by
the City under the performance of the services.
ii. General Liability with minimum limits of at least
$1,000,000 per occurrence and $2,000,000 aggregate written on an
Insurance Services Office (ISO) Comprehensive General Liability
"occurrence" form or its equivalent for coverage on an
Page 12 of 16
occurrence basis. Premises/Operations and Personal Injury
coverage is required. The City of Vernon, its directors,
commissioners, officers, employees, agents and volunteers must
be endorsed on the policy as additional insureds as respects
liability arising out of the Consultant's performance of this
Contract. Other additional insureds may be required at sites
where other parties have an ownership, operation or management
interest.
A. If Consultant employs other contractors as part
of the services rendered, Contractor's Protective
Coverage is required. Consultant may include all
subcontractors as insureds under its own policy
or shall furnish separate insurance for each
subcontractor, meeting the requirements set forth
herein.
B. Blanket Contractual Coverage.
C. Products/Completed Operations coverage.
D. Personal Injury Coverage.
E. Consultant agrees to subrogate General Liability
resulting from performance under this agreement
by agreeing to defend, indemnify and hold
harmless, the City, and its respective employees,
agents, and City Council from and against all
claims, liabilities, suits, losses, damages,
injuries and expenses, including all costs and
reasonable attorney's fees ("Claims"), which are
attributable to any act or omission by the City
Page 13 of 16
under the performance of the services.
iii. Consultant shall comply with the applicable sections
of the California Labor Code concerning workers' compensation
for injuries on the job. In addition, Consultant shall require
each subcontractor to similarly maintain workers' compensation
insurance in accordance with the laws of California for all
subcontractor's employees. Compliance is accomplished in one of
the following manners:
A. Provide copy of permissive self-insurance
certificate approved by the State of California;
or
B. Secure and maintain in force a policy of workers'
compensation insurance with statutory limits and
Employer's Liability Insurance with a minimal
limit of $1,000,000 per accident. The policy
shall be endorsed to waive all rights of
subrogation against City, its directors,
commissioners, officers, employees, and
volunteers for losses arising from performance of
this Contract; or
C. Provide a "waiver" form certifying that no
employees subject to the Labor Code's Workers'
Compensation provision will be used in
performance of this Contract.
D. Professional Errors and Omissions coverage in a
sum of at least $1,000,000, where such risk is
applicable. Applicable aggregates must be
Page 14 of 16
identified and claims history provided to
determine amounts remaining under the aggregate.
Contractor shall maintain such coverage for at
least one (1) year after the termination of this
Agreement.
iv. Each insurance policy included in this clause shall be
endorsed to state that coverage shall not be cancelled except
after thirty (30) days' prior written notice to City.
v. Insurance shall be placed with insurers with a Best's
rating of no less than A-VIII, unless the insurer is an admitted
California Insurance Company.
vi. Prior to commencement of performance, Consultant shall
furnish City with a certificate of insurance for each policy.
Each certificate is to be signed by a person authorized by that
insurer to bind coverage on its behalf. The certificate(s) must
be in a form approved by City. City may require complete,
certified copies of any or all policies at any time.
vii. Failure to maintain required insurance at all times
shall constitute a default and material breach. In such event,
Consultant shall immediately notify City and cease all
performance under this Contract until further directed by the
City. In the absence of satisfactory insurance coverage, City
may, at its option: (a) procure insurance with collection rights
for premiums, attorney's fees and costs against Consultant by
way of set-off or recoupment from sums due to Consultant, at
City's option; (b) immediately terminate this Contract and seek
damages from the contract resulting from said breach; or (c)
Page 15 of 16
self -insure the risk, with all damages and costs incurred, by
judgment, settlement or otherwise, including attorney's fees and
costs, being collectible from Consultant, by way of set-off or
recoupment from any sums due to Consultant.
Page 16 of 16
EXHIBIT F
LABOR AND MATERIALS CONTRACT BETWEEN THE CITY OF VERNON AND
[CONTRACTOR'S NAME]
Contractor:
Responsible Principal of Contractor:
Notice Information - Contractor:
Notice Information - City:
Commencement Date:
Termination Date:
Consideration:
Records Retention Period
COVER PAGE
[insert name of contractor]
[insert name, title]
[insert name of contractor]
[insert street address]
[insert city, state, zip code]
Attention: [insert name, title]
Phone: [insert phone number]
Facsimile: [insert fax number]
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attention: [insert department head]
[insert department head title]
Telephone: (323) 583-8811 ext. [insert]
Facsimile: [insert fax number]
[insert commencement date]
[insert termination date], unless extended
pursuant to Section 1
Total not to exceed $[insert amount]
(includes all applicable sales tax); and more
particularly described in Exhibit C
Three (3) years, pursuant to Section 8.3
June 2017
LABOR AND MATERIALS CONTRACT BETWEEN THE CITY OF VERNON AND
[CONTRACTOR'S NAME]
This Contract is made between the CITY OF VERNON ("City"), a California charter City
and California municipal corporation, and [Contractor's Name], a [State incorporated in]
corporation, with headquarters located at [Contractor's Address] ("Contractor").
The City and Contractor agree as follows:
1.0 Contractor shall furnish all necessary and incidental labor, material, equipment,
transportation and services as described in, and strictly in accordance with, and subject to all
terms and conditions set forth in Specifications for f 1, as more fully
set forth in the Scope of Services, attached hereto and incorporated herein by reference as
Exhibit "A".
2.0 All work shall be done in a manner satisfactory to the City's Director of
[Department] (the "Director"), or the Director's designee, in writing, and shall be of highest
quality with respect to the contract specifications.
In the event Contractor fails to perform satisfactorily the City shall advise
Contractor in writing, and Contractor shall have thirty (30) days to cure such failure to
satisfactorily perform. If Contractor fails to so cure its performance within said 30 days, the City
may, at its option, terminate this Contract for default without further liability, other than payment
to Contractor for work performed satisfactorily prior to the date of termination.
3.0 Contractor shall commence work upon the signing of this contract and shall
perform work requested in writing by Director.
4.0 In consideration of satisfactory and timely Performance of requested work
pursuant to the Schedule set forth in Exhibit "B," which is attached hereto and incorporated
herein by reference, the City shall pay Contractor as follows:
The bid amounts, according to the requested and accepted price set forth in the
Contractor's bid proposal, attached hereto and incorporated herein by reference
as Exhibit "C". The total amount to be paid to Contractor during the term of this
contract shall not exceed Dollars
($000,000.00) without the prior approval of the City Council and without a written
amendment of this contract.
5.0 Concurrently with the execution of this Contract, Contractor shall furnish bonds of
a surety satisfactory to the City, as provided in the specifications and Notice Inviting Bids. The
cost of the bonds shall be paid by Contractor.
6.0 GENERAL TERMS AND CONDITIONS.
6.1 INDEPENDENT CONTRACTOR.
6.1.1 It is understood that in the performance of the services herein
provided for, Contractor shall be, and is, an independent contractor, and is not an agent or
employee of City and shall furnish such services in its own manner and method except as
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required by this Contract. Further, Contractor has and shall retain the right to exercise full
control over the employment, direction, compensation and discharge of all persons employed by
Contractor in the performance of the services hereunder. Contractor shall be solely responsible
for, and shall indemnify, defend and save City harmless from all matters relating to the payment
of its employees, including compliance with social security, withholding and all other wages,
salaries, benefits, taxes, exactions, and regulations of any nature whatsoever.
6.1.2 Contractor acknowledges that Contractor and any subcontractors,
agents or employees employed by Contractor shall not, under any circumstances, be
considered employees of the City, and that they shall not be entitled to any of the benefits or
rights afforded employees of City, including, but not limited to, sick leave, vacation leave,
holiday pay, Public Employees Retirement System benefits, or health, life, dental, long-term
disability or workers' compensation insurance benefits.
6.2 CONTRACTOR NOT AGENT. Except as the City may authorize in
writing, Contractor and its subcontractors, if any, shall have no authority, express or implied, to
act on behalf of or bind the City in any capacity whatsoever as agents or otherwise.
6.3 OWNERSHIP OF WORK. All reports, drawings, plans, specifications,
computer tapes, floppy disks and printouts, studies, memoranda, computation sheets and other
documents prepared by Contractor in furtherance of the work shall be the sole property of City
and shall be delivered to City whenever requested. Contractor shall keep such documents and
materials on file and available for audit by the City for at least three (3) years after completion or
earlier termination of this Contract. Contractor may make duplicate copies of such materials
and documents for its own files or for such other purposes as may be authorized in writing by
the City.
6.4 CORRECTION OF WORK. Contractor shall promptly correct any
defective, inaccurate or incomplete tasks, deliverables, goods, services and other work, without
additional cost to the City. The performance or acceptance of services furnished by Contractor
shall not relieve the Contractor from the obligation to correct subsequently discovered defects,
inaccuracy or incompleteness.
6.5 WAIVER. The City's waiver of any term, condition, breach or default of
this Contract shall not be considered to be a waiver of any other term, condition, default or
breach, nor of a subsequent breach of the one waived.
6.6 SUCCESSORS. This Contract shall inure to the benefit of, and shall be
binding upon, the parties hereto and their respective heirs, successors and/or assigns.
6.7 NO ASSIGNMENT. Contractor shall not assign or transfer this Contract
or any rights hereunder without the prior written consent of the City and approval by the City
Attorney, which may be withheld in the City's sole discretion. Any unauthorized assignment or
transfer shall be null and void and shall constitute a material breach by the Contractor of its
obligations under this Contract. No assignment shall release the original parties or otherwise
constitute a novation.
6.8 COMPLIANCE WITH LAWS. Contractor shall comply with all Federal,
State, County and City laws, ordinances, resolutions, rules and regulations, which are, as
amended from time to time, incorporated herein and applicable to the performance hereof.
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6.9 ATTORNEY'S FEES. If any action at law or in equity is brought to
enforce or interpret the terms of this Contract, the prevailing party shall be entitled to reasonable
attorney's fees, costs and necessary disbursements in addition to any other relief to which such
party may be entitled.
7.0 INTERPRETATION
7.1 APPLICABLE LAW. This Contract, and the rights and duties of the
parties hereunder (both procedural and substantive), shall be governed by and construed
according to the laws of the State of California, without regards to its conflict of laws rules.
7.2 ENTIRE AGREEMENT. This Contract, including any Exhibits attached
hereto, constitutes the entire agreement and understanding between the parties regarding its
subject matter and supersedes all prior or contemporaneous negotiations, representations,
understandings, correspondence, documentation and agreements (written or oral).
7.3 WRITTEN AMENDMENT. This Contract may only be changed by written
amendment signed by Contractor and the City Administrator or other authorized representative
of the City, subject to any requisite authorization by the City Council. Any oral representations or
modifications concerning this Contract shall be of no force or effect.
7.4 SEVERABILITY. If any provision in this Contract is held by any court of
competent jurisdiction to be invalid, illegal, void, or unenforceable, such portion shall be deemed
severed from this Contract, and the remaining provisions shall nevertheless continue in full force
and effect as fully as though such invalid, illegal, or unenforceable portion had never been part
of this Contract.
7.5 ORDER OF PRECEDENCE. In case of conflict between the terms of this
Contract and the terms contained in any document attached as an Exhibit or otherwise
incorporated by reference, the terms of this Contract shall strictly prevail. The terms of the City's
Specifications shall control over the Contractor's bid.
7.6 CHOICE OF FORUM. The parties hereby agree that this Contract is to
be enforced in accordance with the laws of the State of California, is entered into in the City of
Vernon and that all claims or controversies arising out of or related to performance under this
Contract shall be submitted to and resolved in a forum within the County of Los Angeles at a
place to be determined by the rules of the forum.
7.7 DUPLICATE ORIGINALS. There shall be two (2) fully signed copies of
this Contract, each of which shall be deemed an original.
7.8 TIME OF ESSENCE. Time is strictly of the essence of this Contract and
each and every covenant, term and provision hereof.
7.9 AUTHORITY OF CONTRACTOR. The Contractor hereby represents and
warrants to the City that the Contractor has the right, power, legal capacity and authority to
enter into and perform its obligations under this Contract, and its execution of this Contract has
been duly authorized.
7.10 ARBITRATION OF DISPUTES. Any dispute for under $25,000 arising
out of or relating to the negotiation, construction, performance, non-performance, breach or any
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other aspect of this Contract, shall be settled by binding arbitration in accordance with the
Commercial Rules of the American Arbitration Association at Los Angeles, California and
judgment upon the award rendered by the Arbitrators may be entered in any court having
jurisdiction thereof. This clause shall not preclude the Parties from seeking provisional
remedies in aid of arbitration from a court of appropriate jurisdiction. The City does not waive its
right to object to the timeliness or sufficiency of any claim filed or required to be filed against the
City and reserves the right to conduct full discovery.
7.11 INDEMNITY.
7.11.1 Contractor agrees to indemnify, hold harmless and defend (even if
the allegations are false, fraudulent or groundless), to the
maximum extent permitted by law, the City, its City Council and
each member thereof, and its officers, employees, commission
members and representatives, from any and all liability, loss, suits,
claims, damages, costs, judgments and expenses (including
attorney's fees and costs of litigation) which in whole or in part
result from, or arise out of, or are claimed to result from or to arise
out of:
A. any activity on or use of City's premises or facilities or any
performance under this Contract; or
B. any acts, errors or omissions (including, without limitation,
professional negligence) of Contractor, its employees,
representatives, subcontractors, or agents in connection with
the performance of this Contract.
7.11.2 This agreement to indemnify includes, but is not limited to,
personal injury (including death at any time) and property or other
damage (including, but without limitation, contract or tort or patent,
copyright, trade secret or trademark infringement) sustained by
any person or persons (including, but not limited to, companies, or
corporations, Contractor and its employees or agents, and
members of the general public). The sole negligence or willful
misconduct of City, its employees or agents other than Contractor
or Contractor's subcontractors are excluded from this indemnity
agreement.
7.12 RELEASE. Contractor agrees to release and covenants not to sue the
City, its City Council and each member thereof, and its officers, employees, commission
members and representatives for any damage or injury (including death) to itself, its officers,
employees, agents and independent contractors damaged or claiming to be damaged from any
performance under this Contract.
7.13 INSURANCE. Contractor shall, at its own expense, procure and maintain
policies of insurance of the types and in the amounts set forth below, for the duration of the
Contract, including any extensions thereto. The policies shall state that they afford primary
coverage.
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7.13.1 Automobile Liability with minimum limits of at least $1,000,000 combined
single limit including owned, hired, and non -owned liability coverage.
(1) Contractor agrees to subrogate automobile liability resulting from
performance under this agreement by agreeing to defend, indemnify
and hold harmless, the City, and its respective employees, agents,
and City Council from and against all claims, liabilities, suits, losses,
damages, injuries and expenses, including all costs and reasonable
attorney's fees ("Claims"), which are attributable to any act or
omission by the City under the performance of the services.
7.13.2 General Liability with minimum limits of at least $1,000,000 per
occurrence and $2,000,000 in aggregate written on an Insurance
Services Office (ISO) Comprehensive General Liability "occurrence" form
or its equivalent for coverage on an occurrence basis.
Premises/Operations and Personal Injury coverage is required. The City
of Vernon, its directors, commissioners, officers, employees, agents and
volunteers must be endorsed on the policy as additional insureds as
respects liability arising out of the Contractor's performance of this
Contract.
A. If Contractor employs other contractors as part of the services
rendered, Contractor's Protective Coverage is required.
Contractor may include all subcontractors as insureds under
its own policy or shall furnish separate insurance for each
subcontractor, meeting the requirements set forth herein.
B. Blanket Contractual Coverage.
C. Products/Completed Operations coverage.
D. Contractor agrees to subrogate General Liability resulting from
performance under this agreement by agreeing to defend,
indemnify and hold harmless, the City, and its respective
employees, agents, and City Council from and against all
claims, liabilities, suits, losses, damages, injuries and
expenses, including all costs and reasonable attorney's fees
("Claims"), which are attributable to any act or omission by the
City under the performance of the services.
7.13.3 Errors and Omissions coverage in a sum of at least $1,000,000, where
such risk is applicable. Applicable aggregates must be identified and
claims history provided to determine amounts remaining under the
aggregate. Contractor shall maintain such coverage for at least one (1)
year after the termination of this Agreement.
7.13.4 Contractor shall comply with the applicable sections of the California
Labor Code concerning workers' compensation for injuries on the job.
Compliance is accomplished in one of the following manners:
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A. Provide copy of permissive self-insurance certificate approved
by the State of California; or
B. Secure and maintain in force a policy of workers'
compensation insurance with statutory limits and Employer's
Liability Insurance with a minimal limit of $1,000,000 per
accident. The policy shall be endorsed to waive all rights of
subrogation against City, its directors, commissioners, officers,
employees, and volunteers for losses arising from
performance of this Contract; or
C. Provide a "waiver" form certifying that no employees subject to
the Labor Code's Workers' Compensation provision will be
used in performance of this Contract.
7.13.5 Each insurance policy included in this clause shall be endorsed to state
that coverage shall not be cancelled except after thirty (30) days' prior
written notice to City.
7.13.6 Insurance shall be placed with insurers with a Best's rating of no less than
AVIII.
7.13.7 Prior to commencement of performance, Contractor shall furnish City with
a certificate of insurance for each policy. Each certificate is to be signed
by a person authorized by that insurer to bind coverage on its behalf. The
certificate(s) must be in a form approved by City. City may require
complete, certified copies of any or all policies at any time.
7.13.8 Failure to maintain required insurance at all times shall constitute a
default and material breach. In such event, Contractor shall immediately
notify City and cease all performance under this Contract until further
directed by the City. In the absence of satisfactory insurance coverage,
City may, at its option: (a) procure insurance with collection rights for
premiums, attorney's fees and costs against Contractor by way of set-off
or recoupment from sums due Contractor, at City's option; (b)
immediately terminate this Contract; or (c) self insure the risk, with all
damages and costs incurred, by judgment, settlement or otherwise,
including attorney's fees and costs, being collectible from Contractor, by
way of set-off or recoupment from any sums due Contractor.
7.14 NOTICES. Any notice or demand to be given by one party to the other
shall be given in writing and by personal delivery or prepaid first-class, registered or certified
mail, addressed as follows. Notice simply to the City of Vernon or any other City department is
not adequate notice.
If to the City: City of Vernon
Attn: [Name and Title]
4305 Santa Fe Avenue
Vernon, CA 90058
June 2017
With a Copy to: Carlos R. Fandino, Jr.
City Administrator
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
If to the Contractor:
Any such notice shall be deemed to have been given upon delivery, if personally
delivered, or, if mailed, upon receipt or upon expiration of three (3) business days from the date
of posting, whichever is earlier. Either party may change the address at which it desires to
receive notice upon giving written notice of such request to the other party.
7.15 TERMINATION FOR CONVENIENCE (Without Cause). City may
terminate this Contract in whole or in part at any time, for any cause or without cause, upon
fifteen (15) calendar days' written notice to Contractor. If the Contract is thus terminated by City
for reasons other than Contractor's failure to perform its obligations, City shall pay Contractor a
prorated amount based on the services satisfactorily completed and accepted prior to the
effective date of termination. Such payment shall be Contractor's exclusive remedy for
termination without cause.
7.16 DEFAULT. In the event either party materially defaults in its obligations
hereunder, the other party may declare a default and terminate this Contract by written notice to
the defaulting party. The notice shall specify the basis for the default. The Contract shall
terminate unless such default is cured before the effective date of termination stated in such
notice, which date shall be no sooner than ten (10) days after the date of the notice.
Termination for cause shall relieve the terminating party of further liability
or responsibility under this Contract, including the payment of money, except for payment for
services satisfactorily and timely performed prior to the service of the notice of termination, and
except for reimbursement of (1) any payments made by the City for service not subsequently
performed in a timely and satisfactory manner, and (2) costs incurred by the City in obtaining
substitute performance.
7.17 ASSIGNMENT OF ANTITRUST CAUSES OF ACTION. Contractor
hereby agrees to assign to the 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. § 15) or under Chapter 2 of the
Cartwright Act (commencing with Section 16700) or part 2 of Division 7 of the California
Business and Professions Code, or any similar or successor provisions of Federal or State law,
arising from purchases of goods, services or materials pursuant to this Contract or any
subcontract. This assignment shall be made and become effective at the time the City tenders
final payment to the Contractor, without further acknowledgment by the parties.
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8.0 ADDITIONAL ASSURANCES
8.1 EQUAL EMPLOYMENT OPPORTUNITY PRACTICES. Contractor
certifies and represents that, during the performance of this Contract, the Contractor and any
other parties with whom it may subcontract shall adhere to equal opportunity employment
practices to assure that applicants and employees are treated equally and are not discriminated
against because of their race, religion, color, national origin, ancestry, disability, sex, age,
medical condition, marital status. Contractor further certifies that it will not maintain any
segregated facilities. Contractor further agrees to comply with The Equal Employment
Opportunity Practices provisions as set forth in Exhibit "D".
8.2 VERNON BUSINESS LICENSE. Contractor shall obtain, and pay any
and all costs associated therewith, any Vernon Business License which may be required by the
Vernon Municipal Code.
8.3 MAINTENANCE AND INSPECTION OF RECORDS.
The City, or its authorized auditors or representatives, shall have access
to and the right to audit and reproduce any of the Contractor's records to the extent the City
deems necessary to insure it is receiving all money to which it is entitled under the Contract
and/or is paying only the amounts to which Contractor is properly entitled under the Contract or
for other purposes relating to the Contract.
The Contractor shall maintain and preserve all such records for a period
of at least 3 years after termination of the Contract.
The Contractor shall maintain all such records in the City of Vernon. If
not, the Contractor shall, upon request, promptly deliver the records to the City of Vernon or
reimburse the City for all reasonable and extra costs incurred in conducting the audit at a
location other than the City of Vernon, including, but not limited to, such additional (out of the
City) expenses for personnel, salaries, private auditors, travel, lodging, meals and overhead.
8.4 CONFLICT. Contractor hereby represents, warrants and certifies that no
member, officer or employee of the Contractor is a director, officer or employee of the City of
Vernon, or a member of any of its boards, commissions or committees, except to the extent
permitted by law.
8.5 ENFORCEMENT OF WAGE AND HOUR LAWS. Eight hours labor
constitutes a legal day's work. The Contractor, or subcontractor, if any, shall forfeit twenty-five
dollars ($25) for each worker employed in the execution of this Contract by the respective
Contractor or subcontractor for each calendar day during which the 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 Sections 1810 through 1815 of the California Labor Code
as a penalty paid to the City; provided, however, work performed by employees of contractors in
excess of 8 hours per day, and 40 hours during any one week, shall be permitted upon
compensation for all hours worked in excess of 8 hours per day at not less than 1'h times the
basic rate of pay.
8.6 LIVING WAGES. Contractor, or Subcontractor, if any, working on City
service contracts of any amount, as to all employees spending time on City contracts shall
observe the City's Living Wage Ordinance and all requirements thereof at all times on City
June 2017
contracts. The Current Living Wage Standards are set forth in Exhibit "E". Upon request,
certified payroll shall be provided to the City.
8.7 [FOR PUBLIC WORKS AND RELATED CONTRACTS THE FOLLOWING
PROVISIONS MUST BE ADDED] PREVAILING WAGES. The provisions of California Labor
Code 1770, et seq., regarding the payment of prevailing wages on public works, and related
regulations, apply to all City contracts. In addition, the selected consultant and/or any
subcontractor must be currently registered and qualified (including payment of any required fee)
with the State Department of Industrial Relations pursuant to Labor Code section 1725.5. This
project is subject to compliance monitoring and enforcement by the State Department of
Industrial Relations. If Living Wage Provisions and Prevailing Wage provisions should both
apply to this Contract, Contractor and all of its Subcontractors shall pay the higher of the
applicable wages to the extent required by law.
[Signatures Begin on Next Page].
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IN WITNESS WHEREOF, the Parties have signed this Agreement as of the
Commencement Date stated on the cover page.
City of Vernon, a California charter City [CONTRACTOR'S NAME], a [State
and California municipal corporation incorporated in] corporation
By: By:
[Insert Name and Title] Name:
Title:
ATTEST:
By:
Name:
Maria E. Ayala, City Clerk Title:
APPROVED AS TO FORM:
Hema Patel, City Attorney
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June 2017
EXHIBIT A
SCOPE OF SERVICES
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EXHIBIT B
SCHEDULE
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EXHIBIT C
PROPOSAL
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EXHIBIT D
EQUAL EMPLOYMENT OPPORTUNITY
PRACTICES PROVISIONS
A. Contractor certifies and represents that, during the performance of this Agreement, the
contractor and each subcontractor shall adhere to equal opportunity employment practices
to assure that applicants and employees are treated equally and are not discriminated
against because of their race, religious creed, color, national origin, ancestry, handicap,
sex, or age. Contractor further certifies that it will not maintain any segregated facilities.
B. Contractor agrees that it shall, in all solicitations or advertisements for applicants for
employment placed by or on behalf of Contractor, state that it is an "Equal Opportunity
Employer" or that all qualified applicants will receive consideration for employment without
regard to their race, religious creed, color, national origin, ancestry, handicap, sex or age.
C. Contractor agrees that it shall, if requested to do so by the City, certify that it has not, in the
performance of this Agreement, discriminated against applicants or employees because of
their membership in a protected class.
D. Contractor agrees to provide the City with access to, and, if requested to do so by City,
through its awarding authority, provide copies of all of its records pertaining or relating to its
employment practices, except to the extent such records or portions of such records are
confidential or privileged under state or federal law.
E. Nothing contained in this Agreement shall be construed in any manner as to require or
permit any act which is prohibited by law.
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EXHIBIT E
LIVING WAGE PROVISIONS
Minimum Living Wanes:
A requirement that Employers pay qualifying employees a wage of no less than $10.30 per hour
with health benefits, or $11.55 per hour without health benefits.
Paid and Unpaid Days Off:
Employers provide qualifying employees at least twelve compensated days off per year for sick
leave, vacation, or personal necessity, and an additional ten days a year of uncompensated
time for sick leave.
No Retaliation:
A prohibition on employer retaliation against employees complaining to the City with regard to
the employer's compliance with the living wage ordinance. Employees may bring an action in
Superior Court against an employer for back pay, treble damages for willful violations, and
attorney's fees, or to compel City officials to terminate the service contract of violating
employers.
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EXHIBIT G
MASTER POWER PURCHASE AND SALE AGREEMENT
CONFIRMATION LETTER BETWEEN THE
CITY OF VERNON
AND
This confirmation letter ("Confirmation") confirms the Transaction between
("Seller") and ("Buyer"), each individually a "Party" and together
the "Parties", dated as of (the "Confirmation Effective Date") in which
Seller agrees to provide to Buyer the right to the Product, as such term is defined in Article 3 of this
Confirmation. This Transaction is governed by the Western Systems Power Pool Agreement
effective as of March 31, 2016 along with any annexes and amendments thereto (collectively, the
"Master Agreement"). The Master Agreement and this Confirmation shall be collectively referred to
herein as the "Agreement". Capitalized terms used but not otherwise defined in this Confirmation
have the meanings ascribed to them in the Master Agreement or the Tariff (defined herein below) or
in the CPUC Decisions.
ARTICLE 1
DEFINITIONS
1.1 "Alternate Capacity" means any replacement Product which Seller has elected to provide
to Buyer in accordance with the terms of Section 4.5.
1.2 "Applicable Laws" means any law, rule, regulation, order, decision, judgment, or other legal
or regulatory determination by any Governmental Body having jurisdiction over one or both Parties
or this Transaction, including without limitation, the Tariff.
1.3 "Availability Incentive Payments" shall mean Availability Incentive Payments as defined in
FERC filing ER09-1064 or such other similar term as modified and approved by FERC thereafter to
be incorporated in the Tariff or otherwise applicable to CAISO.
1.4 "Availability Standards" shall mean Availability Standards as defined in FERC filing
ER09-1064 or such other similar term as modified and approved by FERC thereafter to be
incorporated in the Tariff or otherwise applicable to CAISO.The availability standards set forth in
Section 40.9 of the Tariff.
1.5 "Buyer" has the meaning specified in the introductory paragraph hereof.
1.6 "CAISO" means the California Independent System Operator or its successor.
1.7 "Capacity Replacement Price" means the market price for the quantity of Product not
delivered by Seller, expressed in $/kw -month and as determined by Buyer in a commercially
reasonable manner.
1.8 "Confirmation" has the meaning specified in the introductory paragraph hereof.
1.9 "Confirmation Effective Date" has the meaning specified in the introductory paragraph
hereof.
1.10 "Contingent Firm RA Product" has the meaning specified in Section 3.4 hereof.
1.11 "Contract Price" means, for any Monthly Delivery Period, the product of the RA Capacity
Flat Price and the Price Shape for such period.
1.12 "Contract Quantity" means, with respect to any particular Showing Month of the Delivery
Period, the amount of Product (in MWs) set forth in table in Section 4.3 which Seller has agreed to
provide to Buyer from the Unit for such Showing Month.
1.13 "CPUC Decisions" means CPUC Decisions 04-01-050, 04-10-035, 05-10-042, 06-06-064,
06-07-031, and subsequent decisions related to resource adequacy, as may be amended from
time to time by the CPUC, including CPUC Decisions 13-06-024 and 14-06-050.
1.14 "CPUC Filing Guide" means the annual document issued by the CPUC which sets forth the
guidelines, requirements and instructions for LSE's to demonstrate compliance with the CPUC's
resource adequacy program.
1.15 "Delivery Period" has the meaning specified in Section 4.1 hereof.
1.16 "Delivery Point" has the meaning specified in Section 4.2 hereof.
1.17 "Designated RA Capacity" shall be equal to, with respect to any particular Showing Month
of the Delivery Period, the Contract Quantity of Product for such Showing Month including the
amount of Contract Quantity that Seller has elected to provide Alternate Capacity with respect to,
minus any reductions to Contract Quantity specified in Section 4.4 with respect to which Seller has
not elected to provide Alternate Capacity.
1.18 "Effective Flexible Capacity" means the flexible capacity of a resource that can be counted
towards an LSE's FCR obligation, as identified from time to time by the Tariff, the CPUC Decisions,
LRA, or other Governmental Body having jurisdiction.
1.19 "Firm RA Product" has the meaning specified in the Section 3.3 hereof.
1.20 "Flexible Capacity Requirements" or "FCR" means the flexible capacity requirements
established for LSEs by the CPUC pursuant to the CPUC Decisions, or by an LRA or other
Governmental Body having jurisdiction.
1.21 "Flexible RA Product" has the meaning specified in the Section 3.2 hereof.
1.22 "FCR Attributes" means, with respect to a Unit, any and all FCR attributes that can be
counted toward an LSE's FCR, as they are identified from time to time by the CPUC Decisions, the
Tariff, an LRA, or other Governmental Body having jurisdiction.
1.23 "FCR Showings" means the FCR compliance showings (or similar or successor showings)
an LSE is required to make to the CPUC (and, to the extent authorized by the CPUC, to the CAISO)
pursuant to the CPUC Decisions and the Tariff, or to an LRA having jurisdiction over the LSE.
1.24 "GADS" means the Generating Availability Data System or its successor.
1.25 "Generic RA Product" means Designated RA Capacity consisting of RAR Attributes and, if
applicable, LAR Attributes, which does not include FCR Attributes.
1.26 "Governmental Body" means (i) any federal, state, local, municipal or other government; (ii)
any governmental, regulatory or administrative agency, commission or other authority lawfully
exercising or entitled to exercise any administrative, executive, judicial, legislative, police,
regulatory or taxing authority or power; and (iii) any court or governmental tribunal.
1.27 "LAR" means local area reliability, which is any program of localized resource adequacy
requirements established for jurisdictional LSEs by the CPUC pursuant to the CPUC Decisions, or
by another LRA having jurisdiction over the LSE, as implemented in the Tariff. LAR may also be
2
known as local resource adequacy, local RAR, or local capacity requirement ("LCR") in other
regulatory proceedings or legislative actions.
1.28 "LAR Attributes" means, with respect to a Unit, any and all resource adequacy attributes (or
other locational attributes related to system reliability), as they are identified from time to time by the
CPUC Decisions, CAISO, LRA, or other Governmental Body having jurisdiction, associated with
the physical location or point of electrical interconnection of the Unit within the CAISO Control Area,
that can be counted toward LAR, but exclusive of any RAR Attributes which are not associated with
where in the CAISO Control Area the Unit is physically located or electrically interconnected. For
clarity, it should be understood that if the CAISO, LRA, or other Governmental Body, defines new or
re -defines existing local areas, then such change will not result in a change in payments made
pursuant to this Transaction.
1.29 "LAR Showings" means the LAR compliance showings (or similar or successor showings)
an LSE is required to make to the CPUC (and, to the extent authorized by the CPUC, to the CAISO)
pursuant to the CPUC Decisions and the Tariff, or to an LRA having jurisdiction over the LSE.
1.30 "LRA" has the meaning provided in by the Tariff.
1.31 "LSE" means load -serving entity. LSEs may be an investor -owned utility, an electric
service provider, a community aggregator or community choice aggregator, or a municipality
serving load in the CAISO Control Area (excluding exports).
1.32 "Master Agreement" has the meaning specified in the introductory paragraph hereof.
1.33 "Monthly Delivery Period" means each calendar month during the Delivery Period and shall
correspond to each Showing Month.
1.34 "Monthly RA Capacity Payment" has the meaning specified in Section 4.9 hereof.
1.35 "NERC" means the North American Electric Reliability Council, or its successor.
1.36 "NERC/GADS Protocols" means the GADS protocols established by NERC, as may be
updated from time to time.
1.37 "Net Qualifying Capacity" has the meaning set forth in the Tariff.
1.38 "Non -Availability Charges" are as defined in the Tariff.
1.39 "Outage" means any CAISO approved disconnection, separation, or reduction in the
capacity of any Unit that relieves all or part of the offer obligations of the Unit consistent with the
Tariff. For the avoidance of doubt, Outage shall be deemed to include Planned Outage (defined
below).
1.40 "Planned Outage" means, subject to and as further described in the Tariff, a
CAISO-approved planned or scheduled disconnection, separation or reduction in capacity of the
Unit that is conducted for the purposes of carrying out routine repair or maintenance of such Unit, or
for the purposes of new construction work for such Unit.
1.41 "Price Shape" means the Price Shape specified in the Monthly Payment Price Shape Table
in Section 4.9 hereof.
1.42 "Product" has the meaning specified in Article 3 hereof
1.43 "RA Availability" means, for each Unit, expressed as a percentage, (a) the Unit's
Designated RA Capacity for a Monthly Delivery Period, divided by (b) the Contract Quantity,
provided that a Unit's RA Availability shall not exceed 1.00.
1.44 "RA Capacity" means the qualifying and deliverable capacity of the Unit for RAR, LAR, and
FCR purposes for the Delivery Period, as determined by the CAISO, or other Governmental Body
authorized to make such determination under Applicable Laws. RA Capacity encompasses the
applicable RAR Attributes, LAR Attributes and FCR Attributes of the capacity provided by a Unit.
1.45 "RA Capacity Flat Price" means the price specified in the RA Capacity Flat Price Table in
Section 4.9 hereof.
1.46 "RAR" means the resource adequacy requirements, exclusive of LAR established for LSEs
by the CPUC pursuant to the CPUC Decisions, or by an LRA or other Governmental Body having
jurisdiction.
1.47 "RAR Attributes" means, with respect to a Unit, any and all resource adequacy attributes,
as they are identified from time to time by the Tariff, CPUC Decisions, LRA, or any Governmental
Body having jurisdiction that can be counted toward RAR, exclusive of any LAR Attributes and FCR
Attributes.
1.48 "RAR Showings" means the RAR compliance showings (or similar or successor showings)
an LSE is required to make to the CPUC (and/or, to the extent authorized by the CPUC, to the
CAISO), pursuant to the Tariff or CPUC Decisions, or to an LRA having jurisdiction.
1.49 "Replacement Capacity" has the meaning specified in Section 4.7 hereof.
1.50 "Replacement Unit" means a generating unit meeting the requirements specified in Section
4.5.
1.51 "Resource Category"' shall be as described in the CPUC Filing Guide, as such may be
modified, amended, supplemented or updated from time to time.
1.52 "Scheduling Coordinator" has the same meaning as in the Tariff.
1.53 "Seller" has the meaning specified in the introductory paragraph hereof.
1.54 "Showing Month" shall be the calendar month during the Delivery. Period that is the subject
of the RAR Showing, LAR Showing, and/or FCR Showing, as applicable, as set forth in the CPUC
Decisions or Tariff. For illustrative purposes only, the monthly RAR Showing made in June is for
the Showing Month of August.
Summary of Resource Categories
1
ULR [Use Limited Resource] monthly hours Less then 160 hours per month.
2
"Greater than orequal to" 160 hours per month.
3
"Greater than or equal to" 384 hours per month.
4
All Hours (planned availability is unrestricted)
1.55 "Supply Plan" means the supply plans, or similar or successor filings, that each Scheduling
Coordinator representing RA Capacity submits to the CAISO, LRA, or other Governmental Body,
pursuant to Applicable Laws, in order for that RA Capacity to count, as applicable, for RAR
Attributes, LAR Attributes, and/or FCR Attributes.
1.56 "Tariff' means the tariff and protocol provisions of the CAISO, as amended or
supplemented from time to time.
1.57 "Transaction" has the meaning specified in the introductory paragraph hereof.
1.58 "Unit" or "Units" shall mean the generation assets described in Article 2 hereof (including
any Replacement Units), from which RA Capacity is provided by Seller to Buyer.
1.59 "Unit NQC" means the Net Qualifying Capacity set by the CAISO for the applicable Unit. If
the CAISO adjusts the Net Qualifying Capacity of a Unit after the Confirmation Effective Date, then
for the period in which the adjustment is effective, the Unit NQC shall be deemed the lesser of (i)
the Unit NQC as of the Confirmation Effective Date, and (ii) the CAISO-adjusted Net Qualifying
Capacity.
1.60 "Unit EFC" means the Effective Flexible Capacity set by the CAISO for the applicable Unit.
If the CAISO adjusts the Effective Flexible Capacity of a Unit after the Confirmation Effective Date,
then for the period in which the adjustment is effective, the Unit EFC shall be deemed the lesser of
(i) the Unit EFC as of the Confirmation Effective Date, and (ii) the CAISO-adjusted Effective
Flexible Capacity. To the extent the Confirmation Effective Date of this Confirmation occurs prior to
the CAISO's setting of a Unit EFC for the applicable Unit, the Unit EFC shall be as agreed to by the
Parties and specified in Article 2, and Seller represents that, to the best of its knowledge, this Unit
EFC is consistent with the CAISO's methodology for determining Unit EFC as of the Confirmation
Effective Date. The above notwithstanding, to the extent the CAISO decides to reduce the
applicable Unit EFC, Seller shall not be liable for any costs or damages related to such reduction
and the Unit EFC shall be reduced per Section 4.4 of this Confirmation.
ARTICLE 2
UNIT INFORMATION
Name:
Location:
CAISO Resource ID:
Resource Type:
Resource Category (1, 2, 3 or 4):
Point of interconnection with the CAISO Controlled Grid ("Substation"):
Path 26 (North, South or None):
Deliverability restrictions, if any, as described in most recent CAISO deliverability
assessment:
Run Hour Restrictions:
LAR Attributes (Yes/No):
If yes: Local Capacity Area (as of Confirmation Effective Date):
Product Type (Flexible/Generic):
If Generic: Unit NQC (as of the Confirmation Effective Date):
If Flexible: Unit EFC (as of the Confirmation Effective Date):
Flexible Capacity Category (Base/Peak/Super-peak):
ARTICLE 3
RESOURCE ADEQUACY CAPACITY PRODUCT
During the Delivery Period, Seller shall provide to Buyer, pursuant to the terms of this Confirmation,
the Designated RA Capacity in the amount of the Contract Quantity of (i) RAR Attributes and, if
applicable, LAR Attributes, and (ii) FCR Attributes, if Flexible RA Product is specified in Section 3.2,
and the Contract Quantity shall be either a Firm RA Product or a Contingent Firm RA Product, as
specified in either Section 3.3 or 3.4 (the "Product"). The Product does not confer to Buyer any right
to the electrical output from the Units, other than the right to include the Designated RA Capacity
associated with the Contract Quantity in RAR Showings, LAR Showings, and/or FCR Showings, as
applicable, and any other capacity or resource adequacy markets or proceedings as specified in
this Confirmation. Specifically, no energy or ancillary services associated with any Unit is required
to be made available to Buyer as part of this Transaction and Buyer shall not be responsible for
compensating Seller for Seller's commitments to the CAISO required by this Confirmation. Seller
retains the right to sell pursuant to the Tariff any RA Capacity from a Unit that is in excess of that
Unit's Contract Quantity and any RAR Attributes, LAR Attributes, or FCR Attributes not otherwise
transferred, conveyed, or sold to Buyer under this Confirmation.
3.1 RAR and LAR Attributes
Seller shall provide Buyer with the Designated RA Capacity of RAR Attributes and, if applicable,
LAR Attributes, from each Unit, as measured in MWs, in accordance with the terms and conditions
of this Agreement.
3.2 ❑ Flexible RA Product
Seller shall provide Buyer with Designated RA Capacity of FCR Attributes from the Units in the
amount of the applicable Contract Quantity.
3.3 ❑ Firm RA Product
Seller shall provide Buyer with Designated RA Capacity from the Units in the amount of the
Contract Quantity. If the Units are not available to provide the full amount of the Contract Quantity
for any reason other than Force Majeure, including without limitation any Outage or any adjustment
of the RA Capacity of any Unit, pursuant to Section 4.4, then, Seller shall provide Buyer with
Designated RA Capacity from one or more Replacement Units pursuant to Section 4.5 hereof. If
Seller fails to provide Buyer with replacement Designated RA Capacity from Replacement Units
pursuant to Section 4.5, then Seller shall be liable for damages and/or be required to indemnify
Buyer for CAISO costs, penalties or fines pursuant to the terms of Sections 4.7 and 4.8 hereof.
3.4 ❑ Contingent Firm RA Product
Seller shall provide Buyer with Designated RA Capacity from the Units in the amount of the
applicable Contract Quantity; provided, however, that if the Units are not available to provide the full
amount of the Contract Quantity on account of an Outage or Force Majeure, then Seller may
provide Buyer with Designated RA Capacity from one or more Replacement Units pursuant to
Section 4.5 hereof. If Seller fails to provide Buyer with the Designated RA Capacity, then Seller
shall be liable for damages and/or be required to indemnify Buyer for costs, penalties or fines
pursuant to the terms of Sections 4.7 and 4.8 hereof; provided, however, that Seller shall not be
liable for damages and/or required to indemnify Buyer for costs, penalties or fines pursuant to the
terms of Sections 4.7 and 4.8 hereof if and only if Seller has provided Buyer with timely notice
pursuant to Section 4.5(a) of Seller's intent not to provide Alternate Capacity in an amount equal to
the Contract Quantity of that Showing Month.
4.1 Delivery Period
The Delivery Period shall be:
ARTICLE 4
DELIVERY AND PAYMENT
through , inclusive.
4.2 Delivery Point
The Delivery Point for each Unit shall be the CAISO Control Area, and if applicable, the LAR region
in which the Unit is electrically interconnected.
4.3 Contract Quantity
The Contract Quantity of each Unit for each Monthly Delivery Period shall be:
Contract Quantity (MWs)
Period during the
Delivery Period
Contract
Quantity (Total
MWs)
Contract Quantity Allocation
Generic Quantity
MWs
Flexible Quantity
MWs
January 20_
February 20_
March 20_
April 20_
May 20_
June 20_
July 20_
August 20_
September 20_
October 20_
November 20_
December 20
4.4 Adjustments to Contract Quantity
(a) Planned Outages: Seller is obligated to meet the Tariff obligations with respect to
securing approvals from CAISO. Seller's obligation to deliver the Contract
Quantity for any Showing Month may be reduced at Seller's option if any portion of
the Unit is scheduled for a CAISO-approved Planned Outage during the applicable
Showing Month; provided, Seller notifies Buyer, no later than ten (10) Business
Days before the relevant deadlines for the corresponding RAR Showings, LAR
Showings, and/or FCR Showings applicable to that Showing Month, of the amount
of Product from the Unit Buyer is permitted to include in Buyer's RAR Showings,
LAR Showings and/or FCR Showings applicable to that month as a result of such
Planned Outage. If Seller is unable to provide the applicable Contract Quantity for
a Showing Month because of a Planned Outage of a Unit, Seller has the option,
but not the obligation, to provide Product for such Showing Month from
Replacement Units, provided, Seller provides and identifies such Replacement
Units in accordance with Section 4.5. If Seller chooses not to provide Product from
Replacement Units and a Unit is on a Planned Outage for the applicable Showing
Month, then, the Contract Quantity shall be revised in accordance with any
applicable adjustments stipulated by the CPUC Filing Guide or CAISO Tariff in
effect for the applicable Showing Month in which the Planned Outage occurs.
(b) Reductions in Unit NQC: If Product is both (i) Generic RA Product, and (ii)
Contingent Firm RA Product specified under Section 3.4, then Seller's obligation to
deliver the applicable Contract Quantity for any Showing Month may also be
reduced if the Unit experiences a reduction in Unit NQC as determined by the
CAISO. Seller's potential reduction in Contract Quantity for each remaining
Showing Month shall equal the product of (a) the applicable Showing Month
Contract Quantity and (b) the total amount (in MW) Unit NQC was reduced since
Confirmation Effective Date, divided by (c) Unit NQC as of the Confirmation
Effective Date. If the Unit experiences such a reduction in Unit NQC, then Seller
has the option, but not the obligation, to provide the applicable Contract Quantity
for such Showing Month from (i) the same Unit, provided the Unit has sufficient
remaining and available Product and/or (ii) from Replacement Units, provided, that
in each case Seller provides and identifies such Replacement Units in accordance
with Section 4.5.
(c) If Product is both (i) Flexible RA Product specified under Section 3.2, and (ii)
Contingent Firm RA Product specified under Section 3.4, then Seller's obligation to
deliver the applicable Contract Quantity of Product for any Showing Month may
also be reduced if the Unit experiences a reduction in Unit EFC as determined by
the CAISO. Seller's potential reduction in Contract Quantity for each remaining
Showing Month shall equal the product of (a) the applicable Showing Month
Contract Quantity and (b) the total amount (in MW) Unit EFC was reduced since
Confirmation Effective Date, divided by (c) Unit EFC as of the Confirmation
Effective Date. If the Unit experiences such a reduction in Unit EFC, then Seller
has the option, but not the obligation, to provide the applicable Contract Quantity
for such Showing Month from (i) the same Unit, provided the Unit has sufficient
remaining and available Product and/or (ii) from Replacement Units, provided, that
in each case Seller provides and identifies such Replacement Units in accordance
with Section 4.5.
4.5 Alternate Capacity and Replacement Units
(a) If Seller is unable to provide the full Contract Quantity for any Showing Month for
any reason, including, without limitation, due to one of the reasons specified in
Section 4.4, or Seller desires to provide the Contract Quantity for any Showing
Month from a different generating unit other than the Unit, then Seller may, at no
cost to Buyer, provide Buyer with Alternate Capacity from one or more
Replacement Units, with the total amount of Product provided to Buyer from the
Unit and Replacement Units up to an amount equal to the Contract Quantity for the
applicable Showing Month; provided that in each case, Seller shall notify Buyer of
its intent (i) not to provide or (ii) to provide Alternative Capacity and identify
Replacement Units meeting the above requirements no later than ten (10)
Business Days before that Showing Month's applicable deadlines for Buyer's RAR
Showings, LAR Showings and/or FCR Showings. If Seller notifies Buyer in writing
as to the particular Replacement Units and such Units meet the requirements of
this Section 4.5, then such Replacement Units shall be automatically deemed a
Unit for purposes of this Confirmation for that Showing Month.
(b) With respect to a Contingent Firm RA Product, if Seller does not provide Alternate
Capacity in an amount equal to the Contract Quantity for that Showing Month, then
Buyer may, but shall not be required to, purchase replacement Product.
4.6 Delivery of Product
Seller shall provide Buyer with the Designated RA Capacity of Product for each Showing Month
consistent with the following:
(a) Seller shall, on a timely basis, submit, or cause the Unit's SC to submit, Supply
Plans to identify and confirm the Designated RA Capacity provided to Buyer for
each Showing Month so that the total amount of Designated RA Capacity identified
and confirmed for such Showing Month equals the Designated RA Capacity,
unless specifically requested not to do so by the Buyer.
(b) Seller shall cause the Unit's Scheduling Coordinator to submit written notification
to Buyer, no later than five (5) Business Days before the applicable RAR
Showings, LAR Showings, and/or FCR Showings deadlines for each Showing
Month, that Buyer will be credited with the Designated RA Capacity for such
Showing Month in the Unit's Scheduling Coordinator Supply Plan so that the
Designated RA Capacity credited equals the Designated RA Capacity for such
Showing Month.
4.7 Damages for Failure to Provide Designated RA Capacity
If Seller fails to provide Buyer with the Designated RA Capacity of Product for any Showing Month
then the following shall apply:
(a) Buyer may, but shall not be required to, replace any portion of the Designated RA
Capacity not provided by Seller with capacity having equivalent RAR Attributes,
LAR Attributes and/or FCR Attributes as the Designated RA Capacity not provided
by Seller, provided, that, if any portion of the Designated RA Capacity that Buyer is
seeking to replace is Designated RA Capacity having RAR Attributes and no LAR
Attributes, and no such RAR capacity is available (such capacity shall also include
FCR Attributes if this is a Flexible Capacity Product), then Buyer may replace such
portion of the Designated RA Capacity with capacity having RAR Attributes and
LAR Attributes (as well as FCR Attributes if this is a Flexible Capacity Product)
("Replacement Capacity"). Such Replacement Capacity may be provided by
CAISO to Buyer pursuant to the Tariff. Buyer may enter into purchase
transactions with one or more parties to replace any portion of Designated RA
Capacity not provided by Seller. Additionally, Buyer may enter into one or more
arrangements to repurchase its obligation to sell and deliver capacity to another
party, and, to the extent such transactions are done at prevailing market prices,
such arrangements shall be considered equivalent to the procurement of
Replacement Capacity. Buyer shall use commercially reasonable efforts to
minimize damages when procuring any Replacement Capacity.
(b) Seller shall pay to Buyer at the time set forth in the Master Agreement the following
damages in lieu of damages specified in the Master Agreement: an amount equal
to the positive difference, if any, between (i) the sum of (A) the actual cost paid by
Buyer (or charged to Buyer by CAISO) for any Replacement Capacity, plus (B)
each Capacity Replacement Price times the amount of the Designated RA
Capacity neither provided by Seller nor purchased by Buyer pursuant to Section
4.7(a), and (ii) the Designated RA Capacity not provided for the applicable
Showing Month times the Contract Price for that month. If Seller fails to pay these
damages, then Buyer may offset those damages owed it against any future
amounts it may owe to Seller under this Confirmation pursuant to the Master
Agreement.
4.8 Indemnities for Failure to Deliver Contract Quantity
Seller agrees to indemnify, defend and hold harmless Buyer from any penalties, fines or costs
assessed against Buyer by the CPUC or the CAISO, resulting from any of the following:
(a) Seller's failure to provide any portion of the Designated RA Capacity;
(b) Seller's failure to provide notice of the non -availability of any portion of Designated RA
Capacity as required under Section 4.6;
(c) A Unit Scheduling Coordinator's failure to timely submit Supply Plans that identify
Buyer's right to the Designated RA Capacity purchased hereunder; or
(d) A Unit Scheduling Coordinator's failure to submit accurate Supply Plans that identify
Buyer's right to the Designated RA Capacity purchased hereunder.
10
With respect to the foregoing, the Parties shall use commercially reasonable efforts to minimize
such penalties, fines and costs; provided, that in no event shall Buyer be required to use or change
its utilization of its owned or controlled assets or market positions to minimize these costs, penalties
and fines. If Seller fails to pay the foregoing penalties, fines or costs, or fails to reimburse Buyer for
those penalties, fines or costs, then Buyer may offset those penalties, fines or costs against any
future amounts it may owe to Seller under this Confirmation.
4.9 Monthly RA Capacity Payment
In accordance with the terms of the Master Agreement, Buyer shall make a Monthly RA Capacity
Payment to Seller for each Unit, in arrears, after the applicable Showing Month. Each Unit's
Monthly RA Capacity Payment shall be equal to the product of (a) the applicable Contract Price for
that Monthly Delivery Period, (b) the Designated RA Capacity for the Monthly Delivery Period, and
(c) 1,000. The final product of this Monthly RA Capacity Payment calculation shall be rounded to
the nearest penny (i.e., two decimal places).
RA CAPACITY FLAT PRICE TABLE
Contract
Year/Month
RA Capacity Flat Price
($/kW -month)
January 20_
February 20_
March 20
April 20_
May 20_
June 20
July 20_
August 20_
September 20
October 20
November 20
December 20
4.10 Allocation of Other Payments and Costs
Seller may retain any revenues it may receive from the CAISO or any other third party with respect
to any Unit for (a) start-up, shut -down, and minimum load costs, (b) capacity revenue for ancillary
services, (c) energy sales, (d) any revenues for black start or reactive power services, or (e) the
sale of the unit -contingent call rights on the generation capacity of the Unit to provide energy to a
third party, so long as such rights do not confer on such third party the right to claim any portion of
the RA Capacity sold hereunder in order to make an RAR Showing, LAR Showing, FCR Showing,
or any similar capacity or resource adequacy showing with the CAISO or CPUC. Buyer
acknowledges and agrees that all Availability Incentive Payments are for the benefit of Seller and
for Seller's account, and that Seller shall receive, retain, or be entitled to receive all credits,
payments, and revenues, if any, resulting from Seller achieving or exceeding Availability
Standards. The Parties acknowledge and agree that any Non -Availability Charges are the
responsibility of Seller, and for Seller's account and Seller shall be responsible for all fees, charges,
or penalties, if any, resulting from Seller failing to achieve Availability Standards. However, Buyer
11
shall be entitled to receive and retain all revenues associated with the Designated RA Capacity of
any Unit during the Delivery Period (including any capacity or availability revenues from RMR
Agreements for any Unit, Reliability Compensation Services Tariff, and Residual Unit Commitment
capacity payments, but excluding payments described in clauses (a) through (c) above). In
accordance with Section 4.9 of this Confirmation and the Master Agreement, all such revenues
received by Seller, or a Unit's SC, owner, or operator shall be remitted to Buyer, and Seller shall
indemnify Buyer for any such revenues that Buyer does not receive, and Seller shall pay such
revenues to Buyer if the Unit's SC, owner, or operator fails to remit those revenues to Buyer. If
Seller fails to pay such revenues to Buyer, Buyer may offset any amounts owing to it for such
revenues pursuant to the Master Agreement against any future amounts it may owe to Seller under
this Confirmation. If a centralized capacity market develops within the CAISO region, Buyer will
have exclusive rights to offer, bid, or otherwise submit Designated RA Capacity provided to Buyer
pursuant to this Confirmation for re -sale in such market, and retain and receive any and all related
revenues.
ARTICLE 5
CAISO OFFER REQUIREMENTS
During the Delivery Period, except to the extent any Unit is in an Outage, or is affected by an event
of Force Majeure that results in a partial or full Outage of that Unit, Seller shall either schedule or
cause the Unit's Scheduling Coordinator to schedule with, or make available to, the CAISO each
Unit's Designated RA Capacity in compliance with the Tariff, and shall perform all, or cause the
Unit's Scheduling Coordinator, owner, or operator, as applicable, to perform all obligations under
the Tariff that are associated with the sale of Designated RA Capacity hereunder. Buyer shall have
no liability for the failure of Seller or the failure of any Unit's Scheduling Coordinator, owner, or
operator to comply with such Tariff provisions, including any penalties or fines imposed on Seller or
the Unit's Scheduling Coordinator, owner, or operator for such noncompliance.
ARTICLE 6
RESERVED
ARTICLE 7
OTHER BUYER AND SELLER COVENANTS
7.1 Buyer and Seller shall, throughout the Delivery Period, take all commercially reasonable
actions and execute any and all documents or instruments reasonably necessary to ensure Buyer's
right to the use of the Contract Quantity for the sole benefit of Buyer's RAR, LAR, and/or FCR, as
applicable. Such commercially reasonable actions shall include, without limitation:
(a) Cooperating with and providing, and in the case of Seller causing each Unit's
Scheduling Coordinator, owner, or operator to cooperate with and provide
requested supporting documentation to the CAISO, the CPUC, or any other
Governmental Body responsible for administering RAR, LAR, and/or FCR under
Applicable Laws, to certify or qualify the Contract Quantity as RA Capacity and
Designated RA Capacity. Such actions shall include, without limitation, providing
information requested by the CAISO, CPUC, or by an LRA having jurisdiction, to
demonstrate for each month of the Delivery Period the ability to deliver the
Contract Quantity from each Unit to the CAISO Controlled Grid for the minimum
hours required to qualify as RA Capacity, and providing information requested by
the CPUC, CAISO or other Governmental Body having jurisdiction to administer
RAR, LAR, or FCR to demonstrate that the Contract Quantity can be delivered to
the CAISO Controlled Grid, pursuant to "deliverability" standards established by
the CAISO, or other Governmental Body having jurisdiction to administer RAR,
LAR and/or FCR; and
12
(b) Negotiating in good faith to make necessary amendments, if any, to this
Confirmation to conform this Transaction to subsequent clarifications, revisions, or
decisions rendered by the CPUC, FERC, or other Governmental Body having
jurisdiction to administer RAR; or FCR so as to maintain the benefits of the bargain
struck by the Parties on the Confirmation Effective Date.
7.2 Seller represents, warrants and covenants to Buyer that, throughout the Delivery Period:
(a) Seller owns or has the exclusive right to the RA Capacity sold under this
Confirmation from each Unit, and shall furnish Buyer, CAISO, CPUC or other
jurisdictional LRA, or other Governmental Body with such evidence as may
reasonably be requested to demonstrate such ownership or exclusive right;
(b) No portion of the Contract Quantity has been committed by Seller to any third party
in order to satisfy RAR, LAR, FCR or analogous obligations in CAISO markets,
other than pursuant to an RMR Agreement between the CAISO and either Seller or
the Unit's owner or operator;
(c) No portion of the Contract Quantity has been committed by Seller in order to satisfy
RAR, LAR, FCR, or analogous obligations in any non-CAISO market;
(d) Each Unit is connected to the CAISO Controlled Grid, is within the CAISO Control
Area, or is under the control of CAISO;
(e) The owner or operator of each Unit is obligated to maintain and operate each Unit
using Good Utility Practice and, if applicable, General Order 167 as outlined by the
CPUC in the Enforcement of Maintenance and Operation Standards for Electric
Generating Facilities Adopted May 6, 2004, and is obligated to abide by all
Applicable Laws in operating such Unit; provided, that the owner or operator of any
Unit is not required to undertake capital improvements, facility enhancements, or
the construction of new facilities;
(f) The owner or operator of each Unit is obligated to comply with Applicable Laws,
including the Tariff, relating to RA Capacity, RAR, LAR, and FCR;
(g) If Seller is the owner of any Unit, the respective cumulative amounts of LAR
Attributes, RAR Attributes, and FCR Attributes that Seller has sold, assigned or
transferred for any Unit does not exceed that Unit's RA Capacity;
(h) With respect to the RA Capacity provided under this Confirmation, Seller shall, and
each Unit's SC is obligated to, comply with Applicable Laws, including the Tariff,
relating to RA Capacity, RAR, LAR, and FCR;
(i) Seller has notified the SC of each Unit that Seller has transferred the Designated
RA Capacity to Buyer, and the SC is obligated to deliver the Supply Plans in
accordance with the Tariff;
(j) Seller has notified the SC of each Unit that Seller is obligated to cause each Unit's
SC to provide to the Buyer, at least seven (7) Business Days before the relevant
deadline for each RAR or LAR Showing, the Designated RA Capacity of each Unit
that is to be submitted in the Supply Plan associated with this Agreement for the
applicable period; and
(k) Seller has notified each Unit's SC that Buyer is entitled to the revenues set forth in
Section 4.10 of this Confirmation, and such SC is obligated to promptly deliver
13
those revenues to Buyer, along with appropriate documentation supporting the
amount of those revenues.
ARTICLE 8
CONFIDENTIALITY
Notwithstanding the Master Agreement, the Parties agree that Buyer may disclose the Designated
RA Capacity under this Transaction to any Governmental Body, the CPUC, the CAISO or any LRA
having jurisdiction in order to support its LAR Showings, RAR Showings and/or FCR Showings, as
applicable, and Seller may disclose the transfer of the Designated RA Capacity under this
Transaction to the SC of each Unit in order for such SC to timely submit accurate Supply Plans.
ARTICLE 9
BUYER'S RE -SALE OF PRODUCT
Buyer may re -sell all or a portion of the Product hereunder.
ARTICLE 10
MARKET -BASED RATE AUTHORITY
Seller agrees, in accordance with Federal Energy Regulatory Commission (FERC) Order No. 697,
to, upon request of Buyer, submit a letter of concurrence in support of any affirmative statement by
Buyer that this contractual arrangement does not transfer 'ownership or control of generation
capacity" from Seller to Buyer as the term 'ownership or control of generation capacity" is used in
18 CFR Section 35.42. Seller also agrees that it will not, in filings, if any, made subject to Order
Nos. 652 and 697, claim that this contractual arrangement conveys ownership or control of
generation capacity from Seller to Buyer.
ARTICLE 11
COLLATERAL REQUIREMENTS
11.1 Collateral Requirements
As set forth in the Master Agreement.
11.2 Current Mark -to -Market Value
The Parties further agree that for the purposes of calculating the Credit Support Amount pursuant
to the Credit Support Annex, the Credit support Amount for this Transaction is deemed to be zero.
[Signatures Begin on Next Page].
14
ACKNOWLEDGED AND AGREED TO AS OF
CITY OF VERNON
By:
Name:
Title:
ATTEST:
Maria E. Ayala, City Clerk
APPROVED AS TO FORM:
Hema Patel, City Attorney
[INSERT COMPANY NAME]
By:
Name:
Title:
By:
Name:
Title:
15
EXHIBIT H
City of Vernon
•
of
I
�(1 � NpEI
�t fQ�
LY
REQUEST FOR BIDS
11
[INSERT NAME OF EQUIPMENT / SUPPLIES TO BE PURCHASED]
FOR THE
DEPARTMENT OF [INSERT DEPARTMENT]
CITY OF VERNON, CALIFORNIA
4305 SANTA FE AVENUE
VERNON, CA 90058
NOTICE INVITING BIDS
for the
Purchase of (insert name of equipment /supplies to be purchased)
by the
City of Vernon, California
Bids are to be signed and submitted in TRIPLICATE. ONE ORIGINAL AND TWO COPIES of
sealed bids ("Bids" and each, a "Bid") must be received prior to p.m.,
("Bid Deadline"), by the City Clerk, City of Vernon, 4305 Santa Fe Avenue,
Vernon, CA 90058.
All Bids shall be enclosed in sealed envelopes, distinctly marked "Bid" with the title of the
Bid and the bidder's name and address appearing on the outside (each, a "Bid Package").
Bid Packages should be mailed or delivered in person before p.m. on the
Bid Deadline. LATE SUBMITTALS WILL NOT BE ACCEPTED. At the bid opening,
the City Clerk shall open Bid Packages and acknowledge the receipt of Bids. Once all Bid
Packages are opened and announced, the contents (collectively, the "Completed Bid
Forms" and the uncompleted forms, the "Bid Forms") will be made available for public
review. Except as set forth in Paragraph 17 ("Public Record"), the Completed Bid Forms,
once removed from the Bid Packages by the City Clerk, will be a matter of public record.
The Bids shall be clearly titled. Copies of the Bid Forms are available at no charge at the (Insert
Department) Counter, City of Vernon, 4305 Santa Fe Avenue, Vernon, between 7 a.m. and 5:30
p.m., Monday through Thursday. A non-refundable fee of $ will be charged if mailing
is requested by calling (323) 583-8811, Extension
City of Vernon Contact Person: (Insert Department)
Attention:
Phone:( )
Facsimile:
Email:
Mandatory Qualifications for Bidder:
_@ci.vemon.ca.us
A Bid may be rejected as non -responsive if the bidder ("Bidder") fails to meet the essential
requirements for qualification.
General Scope:
Bidders shall furnish materials and/or equipment as specified above and under the below
conditions:
Other Bidding Information:
1. Number of Contract days for delivery from date of placement of order: days.
2
NOTICE INVITING BIDS (If appropriate) CONTRACT NO. (Insert #)
2. Bidding Documents. Bids must be made on the Bid Form(s) contained herein.
3. Acceptance or Rejection of Bids. The City reserves the right to reject any and all Bids, to
award all or any individual part/item of the Bid, and to waive any informalities, irregularities or
technical defects in such Bids and determine the lowest responsible Bidder, whichever may be in
the best interests of the City. No late Bids will be accepted, nor will any oral, facsimile or
electronic Bids be accepted by the City.
4. Bid Irrevocability. Bids shall remain open and valid for ninety (90) calendar days after
the Bid Deadline.
Carlos R. Fandino, Jr.
City Administrator
Dated: (Approved as to form by City Attorney)
Published:
NOTICE INVITING BIDS (If appropriate) CONTRACT NO. (Insert #)
City of Vernon
Instructions for Bidders
Equipment or Supplies:
For the Department (Insert Department)
City personnel with whom prospective Bidders will deal with are:
(Insert Department), 4305 Santa Fe Avenue, Vernon, CA 90058
(323) 583-8811 Ext.
Bid opening date and time: (Insert date and time) ("Bid Deadline")
Bids will be received and opened at the Office of the City Clerk, 4305 Santa Fe Avenue, Vernon,
CA 90058.
Bids must be received by the City Clerk prior to the time set for Bid opening. A bid received by
the City Clerk after the time set for the Bid opening is a non -responsive Bid and shall not be
considered. Except as set forth in Paragraph 1.7 ("Public Record"), the Completed Bid
Forms, once removed from the Bid Packages by the City Clerk, will be a matter of public
record
GENERAL BID REQUIREMENTS
To be considered, a Bidder must strictly follow the format for Bids in the specifications. Bids
must be binding and firm. Any Bids may be withdrawn before Bid opening, but once opened and
announced, Bids shall remain open and valid for ninety (90) calendar days after the Bid Deadline.
INTERPRETATION OF BIDDING DOCUMENTS AND ADDENDA
A. If any Bidder contemplating submitting a Bid is in doubt as to the true meaning of
any part of the Notice Inviting Bids, these Instructions, the Bid Forms, or Addenda
(as defined below) (together, the "Bidding Documents"), or who finds
discrepancies, errors or omissions therein or who finds variances in any of the
Bidding Documents with applicable law, such Bidder shall at once submit a written
request for an interpretation or correction thereof to the City's representative
identified in the Notice Inviting Bids, or other designated individual. All Bidders
shall submit such written requests to the City not less than ten (10) calendar days
prior to the Bid Deadline. The person or entity submitting the request shall be
responsible for its prompt delivery to the City's Contact Person identified in the
Notice Inviting Bids.
Any response (i.e., interpretation or correction) will be made only by written
addendum ("Addendum") issued by the City and a copy of such Addendum will be
delivered to all Interested Bidders (defined below) of record. Any Addenda so
issued must be acknowledged in the Bid and the cost of any additional equipment
INSTRUCTION TO BIDDERS (If appropriate) CONTRACT NO. (Insert #)
or modification thereto as a result of the Addenda shall be included in the Bid.
Bidder's failure to acknowledge receipt of all Addenda may result in rejection of
the Bid as nonresponsive. No person is authorized to render an oral interpretation
or correction of any Bidding Documents and no Bidder may rely on any such oral
interpretation or correction issued by the City. The City shall not be responsible
for any other explanation or interpretation of the Bidding Documents, or for any
oral instructions. City reserves the right to extend the Bid Deadline by issuing an
Addendum to Interested Bidders no later than 72 hours prior to the Bid Deadline.
Bidders shall use complete sets of Bidding Documents in preparing Bids; City shall
not assume responsibility for errors or misinterpretations resulting from the use of
incomplete sets of Bidding Documents.
B. Copies of Addenda will be made available for inspection wherever Bidding
Documents are on file for that purpose. Each Bidder shall ascertain prior to
submitting a Bid that the Bidder has received all Addenda issued and the Bidder
shall acknowledge their receipt in the Bid.
2. OBTAINING BIDDING DOCUMENTS
Bidder may secure Bidding Documents only from the location specified in the
Notice Inviting Bids. City will maintain a list of persons who obtained a copy of
these Bidding Documents ("Interested Bidders"). Only Interested Bidders will
receive Addenda, if so issued.
3. BID FORMS — SUBMITTAL
A. The Bids shall be made on the forms provided herein with all blank spaces properly
filled in.
B. The phraseology shall not be changed, and no additions shall be made to the items
mentioned herein. Unauthorized conditions, exemptions, limitations, or provisions
attached to a Bid will render it informal and may cause its rejection. All forms
requiring specific information shall be completed with all applicable information
for a Bid to be considered responsive.
C. Include all Bid Forms, properly executed, and intact on forms provided. Enclose
the Bid Forms in a sealed envelope; type or print on the envelope "BIDS for"
followed by the title and the date and time of the Bid Deadline, and the Bidder's
name and address. The envelope may be mailed, hand delivered, or delivered by
courier or package delivery service.
D. One Original Bid and two copies shall be mailed, hand delivered, delivered by
courier or package delivery service to the City Clerk, City of Vernon, 4305 Santa
Fe Avenue, Vernon, CA 90058.
E. Bids received after the Bid Deadline or at any place other than the Office of the
City Clerk will not be considered.
2
INSTRUCTION TO BIDDERS (If appropriate) CONTRACT NO. (Insert #)
4. BID FORMS — AUTHORIZED SIGNATURES
A. The full name, business address, zip code, and business telephone number, with
area code of the individual, partnership, joint venture, or corporation submitting the
Bid shall be typewritten or legibly printed on the Bid Forms. The Bidder shall sign
the form with his/her usual wet ink signature.
B. Sole Proprietorship: An individual shall sign.
C. Partnership (General or Limited): A partner shall sign for a partnership; the
partner shall give the names and addresses of all partners.
D. Corporation: An officer shall sign for a corporation. The corporate name must be
attested by the corporate seal. The names and titles of the president and all officers
of the corporation who are authorized to sign the Bid Forms must be listed in an
authenticated Incumbency Certificate signed by the corporate secretary. A
signature other than a corporate officer's will be accepted only if an authenticated
Incumbency Certificate is attached.
E. Joint Venture: Bidders shall use the appropriate section(s) listed above in B-D,
based on their applicable situation.
5. BID FORMS — SCHEDULE OF BID PRICES
A. The Bidder shall include in his/her Bid price(s) any and all expense or costs that
may be necessary to complete the delivery in accordance with the requirements of
the Contract. The cost of all mobilization and/or preparatory work for the shipment
of equipment and/or supplies must be included in the Bid, and no extra
compensation will be paid to Bidder.
B. The Bidder shall state for each item on the Schedule of Bid Prices form, in clearly
legible figures, the Base Bid, the alternates, and the unit price and item total or lump
sum, as the case may be, for which he/she proposes to supply materials and
equipment. Bids must not contain any erasures, interlineations, strike-throughs or
other corrections unless the same are suitably authenticated by affixing in the
margin immediately opposite such erasure or correction the initials of the person(s)
signing the Bid. If any Bid, or portion thereof, is determined by the City to be
illegible, ambiguous or inconsistent, City may reject such a Bid as being non-
responsive.
C. In the case of a unit price item, the amount set forth, as the item total shall be the
product of the estimated quantity times the unit price Bid. In the event of a
discrepancy between the unit price Bid and the item total, the unit price shall
prevail; however, if the unit price is ambiguous, unintelligible, or uncertain for any
cause, or is omitted, or is the same amount as the entry for the item total, then the
item total shall prevail and shall be divided by the estimated quantity for the item
and the price thus obtained shall be the unit price. Where so indicated by the
makeup of the Bid Form, sums shall be expressed in both words and figures, and in
INSTRUCTION TO BIDDERS (If appropriate) CONTRACT NO. (Insert #)
case of discrepancy between the two, the amount written in words shall govern.
D. All requested Alternates, if any, shall be Bid. See the Schedule of Bid Prices for
more information and the list of Bid Alternates, if any. If no change in the Base
Bid is required, enter "No Change."
6. BIDDER'S STATEMENTS OF QUALIFICATIONS
A. Each Bidder shall be required to complete, execute and submit with its Bid, the
form entitled "Bidder's Statement of Qualifications."
B. A responsible Bidder is a Bidder who has demonstrated the attribute of
trustworthiness, as well as quality, fitness, capacity and experience to satisfactorily
perform fully the requirements of the contract documents. In selecting the lowest
responsible Bidder, consideration will be given not only to the Bidder's financial
standing but also to the general competency of the Bidder for the performance of
the work covered by the Bid. By submitting a Bid, each Bidder agrees that the City,
in determining the successful Bidder and its eligibility for the award, may consider
the Bidder's experience with similar types of furnishing and delivery performance
under other contracts, financial condition, reputation in the industry, and other
factors which could affect the Bidder's fulfillment of the request.
7. BIDDER'S AFFIDAVIT OF NON -COLLUSION
An Affidavit of Non -Collusion in the form attached to this Notice Inviting Bids as Exhibit
A, shall be signed under penalty of perjury, certifying that the Bid is not the result of and
has not been influenced by collusion. Bidder shall submit this form with its Bid. Any Bid
made without such affidavit, or believed to be made in violation of the requirements set
forth in the affidavit form, may be rejected.
8. INSURANCE REQUIREMENTS
The Bidder shall submit to its insurance company or insurance agent the Insurance
Requirements in this Specification and the Contract Documents. The insurance company's
underwriter or agent must complete the Insurance Requirements documentation which
states that the insurer's underwriter or agent will furnish the City with the required
insurance documents within fourteen (14) days after the Bidder's having been notified of
the Contract's award. The Bidder shall submit this form with its Bid. Any Bid made
without this statement, or made with an incomplete statement, may be rejected.
9. PRICES AND PAYMENTS
Approximate quantities listed in the Schedule of Bid Prices are estimates given for
comparing Bids, and no claim shall be made against the City for excess or deficiency
therein, actual or relative.
4
INSTRUCTION TO BIDDERS (If appropriate) CONTRACT NO, (Insert #)
10. SUBSTITUTIONS
No requests for substitution of any material, device, product, equipment, fixture, form, or
type of construction shall be considered by City prior to award of the Contract. Bidders
shall submit all requests for substitution and substantiating data, within (insert # of days)
U calendar days from the date of the notice awarding the Contract. Authorization
of a substitution is solely within the discretion of the City.
(a) Brand Name or Equal_ Specifications may refer one or more brand name
products followed by the words "or equal." "Or equal" submissions will not necessarily be
rejected because of minor differences in design, construction, or features which do not affect the
suitability of the product for its intended use, except in those instances where the product is
designated to match others in use on a particular improvement either completed or in the course
of completion. The burden of proof that the product is equal for the intended use is on the
Bidder.
(b) Items Must be New and Current. Unless otherwise specified, the items offered
shall all be new and the latest model, make, or manufacture, and free from defects and
imperfections.
(c) Bids on Alternate Items. When any Bidder offers an alternate item for
consideration, the Bidder will give complete specifications, name the brand and demonstrate that
the alternate item is equal. The City reserves the right to reject any alternate item which it
determines is not equally suitable for the specified purpose. The burden of proof is on the
Bidder.
11. RETURN OF IMPROPER BIDS
Bids submitted after the Bid Deadline are non -responsive and shall be returned to the
Bidder unopened. Oral, telephonic, telegraphic, facsimile or electronically transmitted
Bids shall not be considered unless the Notice Inviting Bids expressly permits such means
of transmittal.
12. WITHDRAWAL OF BIDS
Bidder may withdraw its Bid either personally or by written request any time prior to the
scheduled Bid Deadline by notice to the City's Contact Person designated in the Notice
Inviting Bids. If such notice is written, it shall be signed by the Bidder and shall be date -
stamped and time -stamped by the City upon receipt. Withdrawn Bids may be resubmitted
before the Bid Deadline provided that they are in full conformance with these Instructions
to Bidders. Once submitted and opened, all Bids are irrevocable, except as otherwise
provided by law. Requests for withdrawal of Bids after the Bid Deadline shall be made
only in accordance with California Public Contract Code § 5100, et seq. Bidder agrees by
submitting a Bid that such Bid shall remain open, is irrevocable, and may not be modified,
withdrawn, or cancelled for a period of ninety (90) days after award of the Contract.
INSTRUCTION TO BIDDERS (If appropriate) CONTRACT NO. (Insert #)
13. OPENING AND EVALUATION OF BIDS
A. Bid Opening and Tabulation. The Bids shall be opened and read in public after
the Bid Deadline has expired at the time and location listed in the Notice Inviting
Bids. A tabulation of all Bids received will be available for public inspection at the
Office of the City Clerk, 4305 Santa Fe Avenue, Vernon, CA during regular
business hours for a period of not less than thirty (30) calendar days following the
Bid Deadline. The City reserves the right to accept or reject any or all Bids and be
the sole judge regarding the suitability of the products, services or supplies offered;
and/or to waive any irregularities or informalities in any Bids or in the bidding
process. The City further reserves the right to purchase all or fewer than all items
or quantities of each item listed in the Bidding Documents. The award of the
Contract, if made by the City, shall be to the lowest responsive and responsible
Bidder. If Bid Alternate Items are called for, the lowest Bid shall be determined
according to Paragraph 15 below.
B. Evaluation of Bids.
1. Mandatory Qualifications. A Bid shall be rejected as non -responsive if the
Bidder fails to document in the Bid that Bidder meets the essential
requirements for qualification described in the Notice Inviting Bids
2. Responsive Bid. A responsive Bid is a Bid which conforms, in all material
respects, to the Bidding Requirements and Bidding Documents.
3. Responsible Bidder. A responsible Bidder is a Bidder who has
demonstrated the attribute of trustworthiness, as well as quality, fitness,
capacity and experience to satisfactorily perform fully the requirements of
the Bidding Documents.
4. Competency of Bidders. In selecting the lowest responsible Bidder,
consideration will be given not only to the financial standing but also to the
general competency of the Bidder for the delivery of the equipment covered
by the Bid including, but not limited to, the experience of the Bidder in
supplying and delivery of equipment and materials for public agencies. By
submitting a Bid, each Bidder agrees that the City, in determining the
successful Bidder and its eligibility for the award, may consider the
Bidder's experience with similar types of delivery of equipment or
materials, conduct and performance under other contracts, financial
condition, reputation in the industry, and other factors which could affect
the Bidder's fulfillment of the request.
A. Tie Bids. If two or more Bids meeting the specifications and other
requirements of the Bidding Documents are tied for low price, the Bids
will be treated as follows:
(i) if there is a significant difference in the responsibility of the
6
INSTRUCTION TO BIDDERS (If appropriate) CONTRACT NO. (Insert #)
Bidders (including ability to deliver in the quantity and at the time
required), the award will be made to the Bidder who is deemed to be the
most responsible.
(ii) if there is no significant difference in the responsibility of the
Bidders, but there is a difference in the quality of the equipment or
materials offered, the Bid offering the best quality of services will be
accepted.
(iii) if there is no significant difference in the responsibility of the
Bidders and no difference in the quality of the items offered, the Bid
offering the earliest delivery time will be accepted in any case in which
the Bid information specified that the needs of the City require delivery as
early as possible. In all other cases, delivery time will not be considered in
making awards so long as the Bidder states delivery will occur not later
than the time specified in the Bid information as the latest acceptable
delivery time.
(iv) if the Bids quoting the same price are equal in every respect, the
award may be split or made by lot.
14. AWARD OF CONTRACT
The City reserves the right to reject any or all Bids and to waive any or all information or
technical defects, as the interest of the City may require. Award of Contract or rejection
of Bids will be made by the City within ninety (90) calendar days following the Bid
Opening.
15. BASIS OF AWARD [SELECT AN OPTION]
A. [Option 1 ] A Contract will be awarded to the lowest responsive and responsible
Bidder meeting all requirements set forth in these Bidding Documents.
[Option 2] The City will award the Contract based on the lowest calculated Base
Bid including all alternates.
B. City reserves the right in its sole discretion to select any, all, or none of the Bid
Alternates at the time of award of the Contract, regardless of whether such Bid
Alternates were used in the analysis to determine the lowest Bid.
16. EXECUTION OF CONTRACT
Within fourteen (14) calendar days after being notified by City that it has been awarded
the Contract, Bidder shall deliver to the City the following documents:
A. Three (3) copies of the Contract in the form included herein, properly executed by
Bidder and, if Bidder is a corporation, evidence of its corporate existence and that
INSTRUCTION TO BIDDERS (If appropriate) CONTRACT NO. (Insert #)
the persons signing the Contract are authorized to do so. All signatures must be
notarized.
B. Properly executed policies of all of the following: (a) the Commercial General
Liability Insurance, (b) the Automotive Liability Insurance, and (c) Professional
Liability, if required, and (e) the corresponding endorsements for each policy in
accordance with the requirements set forth in Article 12 of the General Conditions.
In the event that the fourteenth calendar day falls on Saturday, Sunday, a legal holiday for
the State of California, or on days when City Hall is closed, the aforesaid documents shall
be delivered by the following Working Day.
After receipt of said documents within said time period or any extension thereof granted
by the City, the City shall execute the Contract and return one (1) of said three (3) copies
to Bidder for its files.
17. PUBLIC RECORDS
City seeks to conduct its business openly. Upon opening, all Bids shall become a matter
of public record and shall be regarded as public, with the exception of those elements of
each Bid that are identified by the Bidder and plainly marked as "trade secret,"
"confidential," or "proprietary," including any Statement of Qualifications and financial
statements submitted by Bidders. Each element of a Bid which a Bidder desires not to be
considered a public record must be clearly marked as set forth above, and any blanket
statement (i.e. regarding entire pages, documents, or other, non-specific designations) shall
not be sufficient and shall not bind the City in any way whatsoever. If City receives a
request from a third party to make a Bid available for inspection and copying, the City will
notify the Bidder of the request. If a Bidder instructs the City that the information is not to
be released, City will withhold the information, provided, the Bidder expeditiously seeks a
protective order from a court of competent jurisdiction to prevent such release. If disclosure
is required under the California Public Records Act or otherwise by law (despite the
Bidder's request for confidentiality), the City shall not in any way be liable or responsible
for the disclosure of any such records or part thereof.
Bidder shall indemnify, defend (including Bidder's providing and paying for legal counsel
for City), and hold harmless City, its officers, agents, employees, and representatives from
and against all liability, claims, suits, demands, damages, fines, penalties, costs, or expenses
arising out of or alleging City's refusal to publicly disclose one or more records that Bidder
identifies as protectable, or asserts is protectable.
18. SPECIAL CITY REQUIREMENTS
Special City forms and their instructions are an integral part of these specifications and
failure to submit same may be grounds, in the sole discretion of the City, for rejection of
any Bidder.
A. Equal Employment Opportunity in Contracting. The City of Vernon is committed
to a policy of equal opportunity in contracting. Qualified firms including small
INSTRUCTION TO BIDDERS (If appropriate) CONTRACT NO. (Insert #)
businesses and businesses owned by women, minorities, and disabled persons are
encouraged to submit bids or proposals. Bidders expressly agree to comply with
the City's ordinances and regulations regarding Equal Opportunity Employment as
well as regulations that may be mandated by the source of the funds supporting the
Contract. Bidder certifies and represents that during the performance of this
Contract, it and any other parties with whom it may subcontract shall adhere to
equal employment opportunity practices to assure that applicants, employees and
recipients of service are treated equally and are not discriminated against because
of their race, religion, religious belief, color, national origin, citizenship, ancestry,
disability, sex, age, medical condition, pregnancy, sexual orientation or marital
status. Bidder certifies that it will not maintain any segregated facilities.
Bidder shall comply with all applicable Federal and California laws including, but
not limited to, the California Fair Employment and Housing Act (California
Government Code Section 12900, et seq.), California Labor Code Section 1735,
and The Americans with Disabilities Act of 1990 (42 U.S.C. 12101 et seq.). Bidder
shall require like compliance by all Subcontractors employed on the Work.
19. BID PROTEST PROCEDURES
A. Any Bidder submitting a Bid directly to the City and eligible for award of the
Contract may file a protest if the Bidder complies with all of the following
requirements and conditions:
1. The Bid protest is in writing;
2. A protest based upon alleged defects or improprieties in the Bidding
Documents is filed with the City rp for to the Bid Deadline;
3. All other protests are to be filed and received by the City no more than five (5)
calendar days following the City's notice of intent to award the Contract; and
4. The written Bid protest sets forth, in detail, all grounds for the Bid protest,
including without limitation: all facts, supporting documentation, legal
authorities, and argument in support of the grounds for the Bid protest. All
factual contentions must be supported by competent, admissible, and credible
evidence.
B. Any matters not set forth in the written Bid protest will be deemed waived. Any
Bid protest not conforming to the foregoing requirements and conditions will be
rejected by the City as invalid.
C. Bid Dispute Indemnification. In the event of a Bid dispute based upon the Bidder's
submission of this Bid and the City's acceptance of same, the Bidder shall
indemnify, defend (with counsel acceptable to City), and hold harmless the City,
its City Council members, employees, and agents from liability, claims, demands,
INSTRUCTION TO BIDDERS (If appropriate) CONTRACT NO. (Insert #)
damages, and costs arising therefrom if such dispute or action arises solely upon
the award of a Contract in compliance with federal, state, and local laws.
[END OF DOCUMENT]
Io
INSTRUCTION TO BIDDERS (If appropriate) CONTRACT NO. (Insert 9)
EXHIBIT A
AFFIDAVIT OF NON -COLLUSION
II
INSTRUCTION TO BIDDERS (If appropriate) CONTRACT NO, (Insert #)
EXHIBIT I
City of Vernon
6-9
VAR
NaE(
f0�
LY
REQUEST FOR BIDS
[INSERT PROJECT NAME]
FOR THE
DEPARTMENT OF [INSERT DEPARTMENT]
CITY OF VERNON, CALIFORNIA
4305 SANTA FE AVENUE
VERNON, CA 90058
TABLE OF CONTENTS
PAGE
NOTICEINVITING BIDS...............................................................................................................................
8-11
INSTRUCTIONSTO BIDDERS.....................................................................................................................12-26
BIDDING FORMS
Bidder's Proposal................................................................................................................................28
Pre -Bid Site Inspection Certification....................................................................................................30
Schedule. of Bid Prices........................................................................................................................33
IncumbencyCertificate........................................................................................................................35
BidBond..............................................................................................................................................36
Bidder's Statement of Qualifications....................................................................................................39
Bidder's Experience Form...................................................................................................................47
Contractor Safety Questionnaire.........................................................................................................48
Designation of Subcontractors............................................................................................................52
Questionnaire Regarding Subcontractors............................................................................................55
Specialty Contractor or Subcontractor Statement of Qualifications....................................................56
Contractor's Affidavit of Non-collusion.................................................................................................58
Insurance Requirement Certification...................................................................................................60
Living Wage Compliance Certification................................................................................................61
Certificate of Equal Opportunity Practices..........................................................................................62
Project Workforce Utilization Form......................................................................................................63
Current Permanent Workforce Utilization Form...................................................................................64
STANDARD FORM OF CONTRACT.................................................................................................................65
CONTRACT EXHIBITS:
Exhibit A — General Conditions
ARTICLE 1. PRELIMINARY PROVISIONS.......................................................................................68
1.01 Definitions
1.02 Representatives
1.03 Permits, Inspections, Plan Checks, and Similar Governmental Approvals and Utilities
1.04 Licenses
1.05 Allowances
1.06 Waiver
1.07 Data to be Furnished by the Contractor
1.08 Contract Drawings
1.09 Specifications and Drawings
Page 2 of 177
1.10
Precedence of Contract Documents
1.11
Notice of Conflicts
1.12
Reports
1.13
Lines, Grades, and Measurements
1.14
Right of Way
1.15
Contractor's Operations/Storage Yard
ARTICLE 2. PERFORMANCE OF THE WORK..........................................................................78
2.01 Performance of Work -General
2.02 No Assignment or Delegation
2.03 Standard of Performance
2.04 Defective Work
2.05 City's Right to Carry Out the Work
2.06 Communications and Notices Regarding the Work
2.07 Independent Contractor
2.08 Emergency Work
2.09 Subcontractors
2.10 Use of Facilities Prior to Completion of Contract
2.11 Cooperation with Other Work Forces
2.12 Agreements With Property Owners
2.13 Protection of Property
2.14 Contractor's Responsibilities for Losses or Liabilities
2.15 Warranty and Corrections
2.16 Cleaning and Environmental Controls
2.17 Water Pollution Control
2.18 Solid Waste Disposal and Diversion
2.19 Recycled, Reusable and Recyclable Products
ARTICLE 3. TIME OF COMMENCEMENT AND COMPLETION................................................94
3.01 Commencement, Prosecution, and Completion of Work
3.02 City's Discretion to Extend Time
3.03 Substantial Completion
3.04 Delays and Extensions of Time for Contractor
3.05 Climatic Conditions
3.06 Completion and Acceptance
3.07 Liquidated Damages
ARTICLE 4. CONSTRUCTION SCHEDULES............................................................................98
4.01 Baseline Project Schedule
4.02 Schedule Updates
4.03 Noncompensable Extraordinary Measures
Page 3 of 177
4.04 Condition of Payment
ARTICLE 5. SUSPENSION OR TERMINATION OF CONTRACT ...................
5.01 Termination by the Contractor
5.02 Termination by the City for Cause
5.03 Partial Deletion or Suspension of Work by the City
5.04 Termination by the City for Convenience
5.05 Contractor's Duties Upon Termination for Cause or Convenience
...............101
ARTICLE6. CHANGES.................................................................................................
6.01 City's Right to Order Changes
6.02 Applicable Provisions
6.03 Notice of Scope Change
6.04 Change Orders
6.05 Construction Change Directive (Field Directive)
6.06 Pricing Changes in the Work
6.07 City Originated Request for Itemized Change Order Proposal Request
6.08 Contractor Originated Change Order Request (COR)
6.09 City Originated Unilateral Work Directive (Unilateral)
ARTICLE 7. CONTRACT PAYMENTS AND CLAIMS ..............
7.01 General
7.02 Schedule of Values for Payments
7.03 Applications for Payment
7.04 Progress Payments
7.05 Final Payment
7.06 Miscellaneous
7.07 Payments by Contractor
7.08 Payments Withheld
7.09 Substitution of Securities
7.10 Claims
ARTICLE 8. MATERIALS AND EQUIPMENT ..................................
8.01 General
8.02 Quality and Workmanship
8.03 Trade Names and "Or Approved Equal" Provision
8.04 Approval of Materials
8.05 Ordering Materials and Equipment
8.06 Authority of the Director
8.07 Inspection
8.08 Infringement of Patents
..106
114
................................127
Page 4 of 177
ARTICLE9. SUBMITTALS.........................................................................................................130
9.01 General
9.02 Product Handling
9.03 Schedule of Submittals
9.04 Shop Drawings
9.05 Colors
9.06 Manufacturer's Literature
9.07 Substitutions
9.08 Manuals
9.09 As -Built Drawings
9.10 Submittals Quantities
9.11 Identification of Submittals
9.12 Schedule of Submittals
9.13 Coordination of Submittals
9.14 Timing for Submittals
9.15 Approval by City
9.16 Changes to Approved Submittals
ARTICLE10. SAFETY..................................................................................................................135
10.01 Protection of Persons and Property
10.02 Protection from Hazards
10.03 Differing Site Conditions
10.04 Traffic Regulation
10.05 Traffic Control Devices
10.06 Execution
10.07 Flagging
10.08 Pedestrian Canopies or Barricade Payments
ARTICLE11. INDEMNITY...........................................................................................................140
11.01 Indemnity
11.02 Enforcement
11.03 No Limitations
ARTICLE 12. INSURANCE....................................................................
12.01 Condition to Commencement
12.02 Minimum Coverage and Limits
12.03 Conditions Regarding Insurance Coverage and Limits
12.04 Insurance Obligation is Separate from Indemnity Obligation
...............................142
ARTICLE13. BONDS.......................................................................................................................143
13.01 Required Bonds
Page 5 of 177
13.02 Power of Attorney
13.03 Approved Surety
13.04 Required Provisions
13.05 New or Additional Sureties
13.06 Waiver of Modifications and Alterations
13.07 Approval of Bonds
ARTICLE 14. LABOR PROVISIONS........................................................
14.01 Working Hours
14.02 Cost of Overtime Construction Services and Inspections
14.03 Compliance with State Labor Code
14.04 Wage Rates
14.05 Apprenticeship Standards
14.06 Employment of Apprentices
14.07 Character of Workers
14.08 No Smoking
............................145
ARTICLE 15. DISPUTE RESOLUTION.......................................................................................149
15.01 Submission of Claims
15.02 Claims Dispute Resolution Process
15.03 No Waiver
ARTICLE 16. ACCOUNTING RECORDS....................................................................................151
16.01 Maintenance of Records
16.02 Access to Records
16.03 Contractor Noncompliance - Withholding
16.04 Specific Enforcement by City
ARTICLE 17. MISCELLANEOUS PROVISIONS.........................................................................152
17.01 Compliance with Applicable Laws
17.02 Ownership of Design Documents
17.03 Amendments
17.04 Waiver
17.05 Independent Contractor
17.06 Successors and Assigns
17.07 Survival
17.08 Limitation on Third Party Beneficiaries
17.09 Personal Liability of City Employees
17.10 No Estoppel
17.11 Governing Law
17.12 Further Assurances
Page 6 of 177
17.13 Severability
17.14 Headings
17.15 Entire Agreement
17.16 Counterparts
Exhibits to Exhibit A —General Conditions:
Exhibit 1 — Performance Bond..............................................................................................................157
Exhibit2 — Payment Bond....................................................................................................................160
Exhibit3 — Maintenance Bond..............................................................................................................163
Exhibit 4 — Insurance Requirements.....................................................................................................166
Exhibit 5 — Statement of Intent to Comply with Minimum Requirements of the Stormwater Permit ................. 172
Exhibit B — Special Provisions — Specific for This Project (if required otherwise delete).................................174
Exhibit C — Living Wage Provisions...................................................................................................175
Exhibit D — Equal Employment Opportunity Practices Provision.............................................................. 176
Exhibit E — City Standard Plans (if required otherwise delete)................................................................177
[END OF TABLE OF CONTENTS]
Page 7 of 177
NOTICE INVITING BIDS
for
(insert name of project)
in the
City of Vernon, California
Bids are to be signed and submitted in TRIPLICATE. ONE ORIGINAL AND TWO COPIES of
sealed bids must be received prior to p.m., , by the City
Clerk, City of Vernon, 4305 Santa Fe Avenue, Vernon, CA 90058, ("Bid Deadline").
All bids shall be enclosed in sealed envelopes, distinctly marked "Bid" with the title of the
bid and the bidder's name address appearing on the outside.
Bids should be mailed or delivered in person before p.m. on the Bid
Deadline. LATE SUBMITTALS WILL NOT BE ACCEPTED. Bids must be received in
the City Clerk's Office before that time. At the bid opening, the City Clerk shall open bid
packages and acknowledge the receipt of Bids. Once all bid packages are opened and
announced, the Bid Forms will be made available for public review.
The bids shall be clearly titled. Copies of the Bid Documents, Plans and Specifications are
available at no charge (Optional: specify charge for plans and specifications here if desired) at
the (Insert Department) Counter, City of Vernon, 4305 Santa Fe Avenue, Vernon, between
7 a.m. and 5:30 p.m., Monday through Thursday. A non-refundable fee of $20.00 will be
charged if mailing is requested by calling (323) 583-8811.
(If appropriate) Pre -Bid Meeting:
A pre -bid meeting to answer any questions regarding the project plans and specifications is
scheduled for at in the (Insert Department), 4305 Santa Fe Avenue,
Vernon, California. This meeting is to answer any questions regarding the project plans and
specifications.
Attendance is/is not mandatory. (Select whether the meeting is or is not mandatory.)
City of Vernon Contact Person: (Insert Department)
Attention:
Phone:
Email:
@ci.vemon.ca.us
Mandatory Qualifications for Bidder and Designated Subcontractors:
A Bid may be rejected as non -responsive if the Bidder fails to meet the essential requirements for
qualification.
Page 8 of 177
General Scope of Work:
Contractor shall furnish labor, materials, equipment, services, and specialized skills to perform
work involved in the Project. The Work in the Bid is defined in the Project Drawings and
Specifications and will generally include the following:
Contractor shall furnish labor, materials, equipment, services, and specialized skills to perform
work involved in the Project. The Work in the Bid is defined in the Project Drawings and
Specifications and will generally include: (INSERT PROJECT SCOPE OF WORK)
(If appropriate) The work shall be done in accordance with Specifications No. Plan No.
In the event of any conflicts, refer to the
Procedure of Contract Documents" contained in General Conditions, Section 1.10.
Mandatory Qualifications for Bidder and Designated Subcontractors:
A Bid may be rejected as non -responsive if the Bid fails to document that Bidder meets the
essential requirements for qualification. As part of the Bidder's Statement of Qualifications,
each Bid must establish that:
Bidder satisfactorily completed at least (Insert # of projects) (_) prevailing wage public
contracts in California; each comparable in scope and scale to this Project, within (Insert # of
years) (_) years prior to the Bid Deadline and with a dollar value in excess of the Bid submitted
for this Project. (OPTIONAL) In addition, if the Bidder intends to self -perform the (insert
specialty sub -contract work), Bidder shall satisfy the mandatory qualifications described in the
Specialty Contractor Statement of Qualifications applicable to such Work and submit the
completed forms with the Bid.
(OPTIONAL) Subcontractors listed for the (insert specialty sub -contract work) Work must
satisfy the mandatory qualifications described in the Specialty Contractors' Statements of
Qualifications applicable to the Work to be performed by each Subcontractor and Bidder must
submit the completed forms with the Bid.
Other Bidding Information:
1. Contract Time: This Work must be completed within calendar days from the date
of commencement as established by the City's written Notice to Proceed.
2. Amount of Liquidated Damages: $
per calendar day
3. Required Construction Staging (Optional) Phases, See Construction Staging Plan
4. Intermediate Completion Milestones (Optional) Phase I must be completed by
, Phase II must be completed by , (add more as appropriate).
Bidding Documents. Bids must be made on the Proposal Form contained herein.
6. Engineer's Estimate. An Engineer's Estimate of the cost of construction of this Work has
been prepared. Said estimate is in the range of $ to $
8. Acceptance or Rejection of Bids. The City reserves the right to reject any and all bids, to
award all or any individual part/item of the bid, and to waive any informalities, irregularities or
technical defects in such bids and determine the lowest responsible bidder, whichever may be in
Page 9 of 177
the best interests of the City. No late bids will be accepted, nor will any oral, facsimile or
electronic bids be accepted by the City.
9. Contractor's License. At the time of the Bid Deadline and at all times during
performance of the Work, including full completion of all corrective work during the Correction
Period, Contractor must possess a California contractor's license or licenses, current and active,
of the classification required for the Work, in accordance with the provisions of Chapter 9,
Division 3, Section 7000 et seq. of the Business and Professions Code. In compliance with
Public Contract Code Section 3300, the City has determined that the Bidder must possess the
following license(s): "(insert type of license required)." (OPTIONAL) In addition, if Bidder
intends to self -perform (insert specialty sub -contract work) Work, Bidder must possess the
following licenses: (insert type of license(s) required) as applicable to such self -performed Work.
The Bidder will not receive a Contract award if at the time of submitting the bid, the Bidder is
unlicensed, does not have all of the required licenses, or one or more of the licenses are not
current and active. If the City discovers at the time of the Bid Deadline that Contractor is
unlicensed, does not have all of the required licenses, or one or more of the licenses are not
current and active, the City may reject the Bid, cancel the award, declare the Bid Bond as
forfeited, keep the Bid Bond's proceeds, and exercise any one or more of the remedies in the
Contract Documents in addition to those provided by law.
10. Subcontractors' Licenses and Listiniz. Bidders must list each Subcontractor whom the
Bidder must disclose under Public Contract Code Section 4104 (Subcontractor Listing Law), and
the Bidder must provide all of the Subcontractor information that Section 4104 requires (name,
address, license number, and portion of the Work). An inadvertent error in the license number
will not be considered nonresponsive if it is corrected within 24 hours after the bid opening. In
addition, the City requires the Bidder to list the dollar value of each Subcontractor's labor or
services. The City reserves the right to review and disqualify any proposed Subcontractor. The
City's disqualification of a Subcontractor does not disqualify a Bidder. In such case, prior to and
as a condition to award of the Contract, the successful Bidder shall substitute a properly licensed
and qualified Subcontractor— without an adjustment of the Bid Amount. At the time of the Bid
Deadline and at all times during performance of the Work, each listed Subcontractor's license
must be current and active for the portion of the Work listed and shall hold all specialty
certifications required for such Work.
11. Permits, Inspections, Plan Checks, Governmental Approvals, Utility Fees and Similar
Authorizations. (OPTIONAL) The City has applied and paid for the following Governmental
Approvals and Utility Fees): Building Permit, Trash/Electrical Transformer Enclosure Permit,
Mechanical Permit, Electrical Permit, Plumbing Permit, Fire Sprinkler Water Line Fee
(Contractor must submit shop drawings for permit to issue), Sewer Facility Fees.
Unless specified otherwise, all Governmental Approvals and Utility Fees shall be obtained and
paid for by Contractor and will be reimbursed based on Contractor's actual direct cost without
markup.
12. Bid Forms and Security: Each Bid must be made on the Bid Forms obtainable at the
[insert department]. Each Bid shall be accompanied by a cashier's check or certified check
drawn on a solvent bank, payable to "City of Vernon," for an amount equal to ten percent (10%)
of the total maximum amount of the Bid. Alternatively, a satisfactory corporate surety Bid Bond
for an amount equal to ten percent (10%) of the total maximum amount of the Bid may
Page 10 of 177
accompany the Bid. Said security shall serve as a guarantee that the successful Bidder will,
within fifteen (15) calendar days after the date of the award of the contract, enter into a valid
contract with the City for said Work in accordance with the Contract Documents.
13. Bid Irrevocability. Bids shall remain open and valid for ninety (90) calendar days after
the Bid Deadline.
14. Substitution of Securities. Pursuant to California Public Contract Code Section 22300,
substitution of securities for withheld funds is permitted in accordance therewith.
15. Prevailing Wages. This Project is a "public work" as defined in California Labor Code
Section 1720. Contractor awarded this Contract and all Subcontractors of any tier shall not pay
less than the minimum prevailing rate of per diem wages for each craft, classification, or type of
worker needed to perform the Work. The Director of Industrial Relations of the State of
California, pursuant to the California Labor Code, and the rates determined by the California
Director of Industrial Relations are available online at www.dir.ca.gov/DLSR/PWD/.
16. Payroll Records. Pursuant to SB 854, Contractor and any Subcontractors shall furnish
electronic certified payroll records directly to the Labor Commissioner (aka Division of Labor
Standards Enforcement).
17. Registration with the Department of Industrial Relations (DIR). No contractor or
subcontractor may be listed on a bid proposal for a public works project unless currently
registered and qualified (including payment of any required fee) with the DIR pursuant to Labor
Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under
Labor Code section 1771.1(a)]. No contractor or subcontractor may be awarded a contract for
public work on a public works project unless currently registered and qualified (including
payment of any required fee) with the DIR pursuant to Labor Code section 1725.5. This project
is subject to compliance monitoring and enforcement by the DIR.
Carlos Fandino
City Administrator
Dated: (Approved as to form by City Attorney)
Published:
Page 11 of 177
City of Vernon
Instructions for Bidders
Project:
for the Department (Insert Department)
City personnel with whom prospective bidders will deal with are:
(Insert Department), 4305 Santa Fe Avenue, Vernon, CA 90058
(323) 583-8811 Ext.
Bid opening date and time: (Insert date and time) ("Bid Deadline")
Bids will be received and opened at the Office of the City Clerk, 4305 Santa Fe Avenue, Vernon,
CA 90058
The bid must be received by the City Clerk prior to the time set for bid opening. A bid received
by the City Clerk after the time set for the bid opening is a non -responsive bid and shall not be
considered.
GENERAL BID REQUIREMENTS
To be considered, a bidder must strictly follow the format for bids in the specifications. Bids must
be binding and firm. Any bids may be withdrawn before bid opening, but bids shall remain open
and valid for ninety (90) calendar days after the Bid Deadline.
1. CONTRACTORS LICENSE
The Bidder must possess a valid State of California Contractors License and must list type
in the classification(s) specified in the Notice Inviting Bids at the time of the Bid Deadline
and at all times during the performance of the Work, except as otherwise provided in
California Business and Professions Code Section 7028.15.
2. INTERPRETATION OF BIDDING DOCUMENTS, SPECIFICATIONS AND
ADDENDA
A. If any Bidder contemplating submitting a Bid is in doubt as to the true meaning of
any part of the Bidding Documents, or who finds discrepancies, errors or omissions
therein or who finds variances in any of the Bidding Documents with applicable
law, such Bidder shall at once submit a written request for an interpretation or
correction thereof to the City's representative identified in the Notice Inviting Bids,
or other designated individual. All Bidders shall submit such written requests to
City not less than ten (10) calendar days prior to the Bid Deadline. The person or
entity submitting the request shall be responsible for its prompt delivery to City's
Contact Person identified in the Notice Inviting Bids.
Page 12 of 177
Any interpretation or correction will be made only by Addendum issued by the City
and a copy of such Addendum will be delivered to all Interested Bidders of record.
Any Addenda so issued must be acknowledged in the Bid and the cost of
performing Work described in the Addenda shall be included in the Bid. Bidder's
failure to acknowledge receipt of all Addenda may result in rejection of the Bid as
nonresponsive. No person is authorized to render an oral interpretation or
correction of any Bidding Documents and no Bidder may rely on any such oral
interpretation or correction issued by the City. The City shall not be responsible
for any other explanation or interpretation of the Drawings or Specifications, or for
any oral instructions. City reserves the right to extend the Bid Deadline by issuing
an Addendum to Interested Bidders no later than 72 hours prior to the Bid Deadline.
Bidders shall use complete sets of Bidding Documents in preparing Bids; City shall
not assume responsibility for errors or misinterpretations resulting from the use of
incomplete sets of Bidding Documents.
B. Copies of Addenda will be made available for inspection wherever Bidding
Documents are on file for that purpose. Each Bidder shall ascertain prior to
submitting a Bid that the Bidder has received all Addenda issued and the Bidder
shall acknowledge their receipt in the Bid.
3. OBTAINING DRAWINGS AND DOCUMENTS
Bidder may secure Bidding Documents only from the location specified in the
Notice Inviting Bids. City will maintain a list of persons who obtained a copy of
these Specifications ("Interested Bidders"). Only Interested Bidders will receive
Addenda, if so issued.
4. BID FORMS — SUBMITTAL
A. The Bids shall be made on the forms provided herein with all blank spaces properly
filled in.
B. The phraseology shall not be changed, and no additions shall be made to the items
mentioned herein. Unauthorized conditions, exemptions, limitations, or provisions
attached to a Bid will render it informal and may cause its rejection. All forms
requiring specific information shall be completed with all applicable information
for a Bid to be considered responsive.
C. Include all Bid Forms, properly executed, and intact on forms provided. Enclose
the Bid Forms in a sealed envelope; type or print on the envelope "BIDS for"
followed by the title and Specification Number and the date and time of the Bid
Deadline, and the Bidder's name and address. The envelope may be mailed, hand
delivered, or delivered by courier or package delivery service.
D. One Original Bid and two copies shall be hand delivered, delivered by courier or
package delivery service to the City Clerk, City of Vernon, 4305 Santa Fe Avenue,
Vernon, CA 90058.
Page 13 of 177
E. Bids received after the Bid Deadline or at any place other than the Office of the
City Clerk will not be considered.
5. BID FORMS — AUTHORIZED SIGNATURES
A. The full name, business address, zip code, and business telephone number, with
area code of the individual, partnership, joint venture, or corporation submitting the
Bid shall be typewritten or legibly printed on the Bid Forms. The Bidder shall sign
the form with his/her usual wet ink signature.
B. Sole Proprietorship: An individual shall sign.
C. Partnership (General or Limited): A partner shall sign for a partnership; the
partner shall give the names and addresses of all partners.
D. Corporation: An officer shall sign for a corporation. The corporate name must be
attested by the corporate seal. The names and titles of the president and all officers
of the corporation who are authorized to sign the Bid Forms must be listed in an
authenticated Incumbency Certificate signed by the corporate secretary. A
signature other than a corporate officer's will be accepted only if an authenticated
Incumbency Certificate is attached.
E. Joint Venture: Bidders shall use the appropriate section(s) listed above in B-D,
based on their applicable situation.
6. BID FORMS — SCHEDULE OF BID PRICES
A. The Bidder shall include in his/her Bid price(s) any and all expense or costs that
may be necessary to complete the project in accordance with the requirements of
the Contract. The cost of all mobilization, preparatory work and operations for the
multiple movements of personnel, equipment, supplies, and incidentals to the
various project sites must be included in the various bid items, and no extra
compensation will be paid to Contractor.
B. The Bidder shall state for each item on the Schedule of Bid Prices form, in clearly
legible figures, the Base Bid, the alternates, and the unit price and item total or lump
sum, as the case may be, for which he/she proposes to supply labor, materials, and
equipment and to perform the Work. Bids must not contain any erasures,
interlineations, strike-throughs or other corrections unless the same are suitably
authenticated by affixing in the margin immediately opposite such erasure or
correction the initials of the person(s) signing the Bid. If any Bid, or portion
thereof, is determined by the City to be illegible, ambiguous or inconsistent, City
may reject such a Bid as being non -responsive.
C. In the case of a unit price item, the amount set forth, as the item total shall be the
product of the estimated quantity times the unit price Bid. In the event of a
discrepancy between the unit price Bid and the item total, the unit price shall
prevail; however, if the unit price is ambiguous, unintelligible, or uncertain for
Page 14 of 177
any cause, or is omitted, or is the same amount as the entry for the item total, then the item total
shall prevail and shall be divided by the estimated quantity for the item and the price thus
obtained shall be the unit price. Where so indicated by the makeup of the Bid Form, sums shall
be expressed in both words and figures, and in case of discrepancy between the two, the amount
written in words shall govern.
D. All requested Alternates, if any, shall be Bid. See the Schedule of Bid Prices for
more information and the list of Bid Alternates, if any. If no change in the Base
Bid is required, enter "No Change."
7. BID SECURITY
A. Each Bid shall be accompanied by cash or a cashier's check or a certified check,
drawn on a responsible bank doing business in the United States payable to the
City, or a satisfactory Bid Bond in favor of the City executed by the Bidder as a
principal and a California admitted surety company (as defined by California Code
of Civil Procedure § §995.120 and 995.311) as surety ("Bid Security").
B. All bonds must be issued by a California admitted surety insurer with the minimum
AM Best Company Financial strength rating of "A:VII" or better. Bonds issued
by a California admitted surety not listed on Treasury Circular 570 will be deemed
accepted unless specifically rejected by the City. Bonds issued from admitted
surety insurers not listed in Treasury Circular 570 must be accompanied by all
documents enumerated in California Code of Civil Procedure Section 995.660. All
such bonds must be accompanied by a power of attorney from the surety company
authorizing the person executing the bond to sign on behalf of the company. If the
bonds are executed outside the State of California, all copies of the bonds must be
countersigned by a California representative of the surety. The signature of the
person executing the bond on behalf of Surety must be acknowledged by a Notary
Public as the signature of the person designated in the power of attorney.
C. Bid Security shall be in an amount not less than 10% of the Base Bid. Any Bid
submitted without Bid Security will be rejected as non -responsive. The Bid
Security shall be given as a guarantee that the successful Bidder will execute the
Contract and will provide the insurance, bonds and other required forms within
fourteen (14) calendar days after award of the Contract. Bidders will be entitled to
return of Bid Security except when a successful Bidder forfeits its Bid Security. A
forfeit may occur, for example, if the successful Bidder withdraws its Bid prior to
the expiration of ninety (90) calendar days after award of the Contract; attempts to
withdraw its Bid when the requirements of Public Contract Code § 5101 et seq. are
not met; or refuses or fails to execute the Contract and provide the required bonds,
insurance or certificates within fourteen (14) calendar days after award of the
Contract. In any one or more of these events, if City awards the Contract for the
Work to the next lowest responsible Bidder, the amount of the original lowest
Bidder's security shall be applied to the Contract Price differential between the
lowest Bid and the second lowest Bid. Any surplus will be returned to the original
lowest Bidder. If the City rejects all other Bids presented and re -advertises, the
Page 15 of 177
lowest Bidder's Bid Security may be used to offset the City's cost of re -advertising
and receiving new Bids. In that case, the surplus if any, will be returned to the
original lowest Bidder.
D. The Bid Security shall be held for ninety (90) calendar days after the award of the
Contract or until posting by the successful Bidder of the payment and performance
bonds, proof of insurance, return of executed copies of the Contract and necessary
certification(s), whichever first occurs, after which time the Bid Security will be
returned to all Bidders.
E. If a Bid Bond is to be submitted, Bidder shall use the form entitled "Bid Bond"
contained in the Bidding Documents, which Bid Bond shall be properly executed
and acknowledged by the Bidder and by a corporate surety authorized to transact
such business in the State of California.
F. Any alteration of said form of Bid Bond, or imperfection in the execution thereof,
as herein required, will render it informal and may, at the option of the City, result
in the rejection of the Bid under which the Bid Bond is submitted.
8. BIDDER'S AND SPECIALTY CONTRACTORS' STATEMENTS OF
QUALIFICATIONS
A. Each Bidder shall be required to complete, execute and submit with its Bid, the
form entitled "Bidder's Statement of Qualifications." (OPTIONAL) In addition, if
the Bidder intends to have (insert specialty sub -contract work) Work, Bidder shall
satisfy the mandatory qualifications described in the Specialty Contractors'
Statements of Qualifications applicable to such Work and submit the completed
forms with the Bid. Subcontractors listed for the (insert specialty sub -contract
work) Work must satisfy the mandatory qualifications described in the Specialty
Contractor or Subcontractor Statement of Qualifications applicable to the Work to
be performed by each Subcontractor and Bidder must submit the completed forms
with the Bid. Notwithstanding the provisions of Paragraph 22 herein, the Bidder's
Statement of Qualifications (OPTIONAL) and the Specialty Contractor or
Subcontractor Statement of Qualifications) shall not be public records. All
information required by a Bidder's or Specialty Contractor Statement of
Qualifications shall be completely and fully provided. If no information is to be
filled in a blank space, then write "none." Any Bid not accompanied by a Bidder's
Statement of Qualifications (OPTIONAL) and Specialty Contractor or
Subcontractor Statement of Qualifications) form completed with all information
required may render the Bid non -responsive. If the City determines that any
information provided by a Bidder in the Bidder's (OPTIONAL) or Specialty
Contractors') Statement of Qualifications is false or misleading, or is incomplete
so as to be false or misleading, the City may reject the Bid submitted by such Bidder
as being non -responsive.
B. A responsible Bidder is a Bidder who has demonstrated the attribute of
trustworthiness, as well as quality, fitness, capacity and experience to satisfactorily
Page 16 of 177
perform fully the requirements of the contract documents. In selecting the lowest
responsible Bidder, consideration will be given not only to the Bidder's financial
standing but also to the general competency of the Bidder for the performance of
the work covered by the Bid including, but not limited to, the experience of the
Bidder in construction of public buildings for public agencies. By submitting a
Bid, each Bidder agrees that the City, in determining the successful Bidder and its
eligibility for the award, may consider the Bidder's experience with similar types
of construction projects and facilities, conduct and performance under other
contracts, financial condition, reputation in the industry, and other factors which
could affect the Bidder's performance of the work.
9. DESIGNATION OF SUBCONTRACTORS
A. Subcontractor Listing. On the Designation of Subcontractors form, the Bidder shall
list each Subcontractor whom the Bidder must disclose under the Subletting and
Subcontracting Fair Practice Act, Public Contract Code Section 4104. The Bidder
shall provide: each Subcontractor's name, the trade and type of work that the
Subcontractor will perform, the location (address) of the Subcontractor's place of
business, each Subcontractor's license number, and the dollar value of each
Subcontractor's labor or services. If additive Alternate Bid Items are included in
the Bidding Documents, the Bidder shall identify each Subcontractor performing
additive Alternate Bid Items, when such Work or the combination of base
Contract Work and Alternate Work — exceeds one-half of one percent of the total
Bid Amount.
B. Subcontractors' Licenses. At the time of the Bid Deadline and at all times during
performance of the Work, each listed Subcontractor shall possess a current and
active California Contractor's license appropriate for the portion of the Work listed
for such Subcontractor, and hold all specialty certifications required for such Work.
C. Disqualification of a Subcontractor. The City has the right to review the suitability
and qualifications of any Subcontractor proposed by the Bidder. As part of this
review, the City may request a Bidder to submit additional information about one
or more of the listed Subcontractors —including, but not limited to —a statement
detailing the Subcontractor's experience with pertinent information as to similar
projects and other evidence of the Subcontractor's qualifications. If requested, the
Bidder shall provide the information to the City within the time specified in the
City's written request. After due investigation, if the City has a reasonable
objection to any proposed Subcontractor, the City may, before giving the notice of
award, require the apparent successful Bidder to submit an acceptable substitute.
The City's disqualification of a Subcontractor does not disqualify a Bidder.
However, prior to and as a condition to award of the Contract, the successful Bidder
shall substitute a properly licensed and qualified Subcontractor without an
adjustment of the Bid Price.
D. Work of Subcontractors. The organization or arrangement of the Specifications
and Drawings do not limit the extent of the Work for the Contract Documents.
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Accordingly, all Bidders are encouraged to disseminate all of the Specifications,
Drawings and other Contract Documents to all persons or entities submitting sub -
bids to the Bidder. The omission of any portion or item of Work from the Bid or
from sub -bids, which is reasonably inferable from the Contract Documents, will
not be a basis for adjustment of the Contract Price or the Contract Time.
E. Ineligible Subcontractors. The successful Bidder is prohibited from performing
Work on the Project with any Subcontractor who is ineligible to perform work on
a public works project pursuant to California Labor Code Sections 1777.1 or
1777.7. In submitting its Bid, the Bidder certifies that it has investigated the
eligibility of each and every listed Subcontractor and has determined that none is
ineligible to perform work pursuant to the above code provisions.
10. CONTRACTOR'S NONCOLLUSION AFFIDAVIT
A Noncollusion Affidavit in the form provided by the City shall be signed under penalty
of perjury, certifying that the Bid is not the result of and has not been influenced by
collusion. Bidder shall submit this form with its Bid. Any Bid made without such affidavit,
or believed to be made in violation of the requirements set forth in the affidavit form, may
be rejected.
11. INSURANCE REQUIREMENTS
The Bidder shall submit to its insurance company or insurance agent the Insurance
Requirements in this Specification and the Contract Documents. The insurance company's
underwriter or agent must complete the Insurance Requirements documentation which
states that the insurer's underwriter or agent will furnish the City with the required
insurance documents within fourteen (14) days after the Bidder's having been notified of
the Contract's award. The Bidder shall submit this form with its Bid. Any Bid made
without this statement, or made with an incomplete statement, may be rejected.
12. EXAMINATION OF DRAWINGS, SPECIFICATIONS, AND SITE OF WORK
A. The Bidder shall examine carefully the site of the Work contemplated and the
Drawings and Specifications. The submission of a Bid will be conclusive evidence
that the Bidder has investigated and is satisfied as to the conditions to be
encountered, as to the character, quality, and quantities of Work to be performed
and materials to be furnished, the difficulties to be encountered, and to the
requirements of the Drawings, Specifications, and other Contract Documents. The
Bidder shall ascertain the locations of the existing utility services, and other
underground facilities, and provide for carrying out its operations so as to cause the
minimum possible inconvenience to the occupants of properties along any streets
affected. All Work and costs involved in the safeguarding of the properties of
others shall be at the expense of the Bidder to whom the Contract may be awarded.
B. The Bidder hereby certifies that it has examined the local conditions, has read each
and every clause of the Contract Documents, and that it has included all costs
necessary to complete the specified Work in its Bid prices, and the Bidder agrees
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that if it is awarded the Contract, it will make no claim against the City based upon
ignorance of local conditions or misunderstanding of any of the provisions of the
Contract. Should the conditions turn out otherwise than the Bidder anticipated, the
Bidder agrees to assume all risks incident thereto.
13. PRICES AND PAYMENTS
Approximate quantities listed in the Schedule of Bid Prices are estimates given for
comparing Bids, and no claim shall be made against the City for excess or deficiency
therein, actual or relative. Payment at the prices agreed upon will be in full for the
completed Work and will cover materials, supplies, labor, tools, equipment, and all other
expenditures incident to a satisfactory compliance with the Contract, subject to all
applicable provisions in the Contract and General Conditions.
14. PERMIT FEES
(Optional) If provided in the General Conditions, Contractor shall be reimbursed for the
actual direct cost of all Permit Fees, as defined in Paragraph 1.01 and addressed in 1.03 of
the General Conditions. Bidder shall exclude the cost of Permit Fees from Bidder's Base
Bid sum; Base Bid sum shall include the cost of administration and coordination for all
Governmental Approvals and Utility Fees.
15. SUBSTITUTIONS
[Select one of the following alternatives.-]
(Option 1) No requests for substitution of any material, device, product, equipment,
fixture, form, or type of construction shall be considered by City prior to award of the
Contract. Bidders shall submit all requests for substitution and substantiating data, within
(insert # of days) "calendar days from the date of the Notice to Proceed. Bidder
shall refer to the appropriate provisions of the General Conditions for additional
information regarding substitutions. Authorization of a substitution is solely within the
discretion of the City.
(Option 2) Bidders wishing to obtain City's authorization for substitution of any material,
device, product, equipment, fixture, form, or type of construction shall submit all requests
for substitution, including all data necessary to demonstrate acceptability, a minimum of
(insert # of days) " calendar days prior to the Bid Deadline. Approval of any
such substitution shall be made in writing by the City. Bidders shall refer to the appropriate
provisions in the General Conditions for additional requirements for substitutions. In the
absence of a written Addendum prior to the Bid Deadline or a Change Order approving the
request after Contract award, a request for substitution shall be deemed denied.
16. RETURN OF IMPROPER BIDS
Bids submitted after the Bid Deadline are non -responsive and shall be returned to the
Bidder unopened. Oral, telephonic, telegraphic, facsimile or electronically transmitted
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Bids shall not be considered unless the Notice Inviting Bids expressly permits such means
of transmittal.
17. WITHDRAWAL OF BIDS
Bidder may withdraw its Bid either personally or by written request any time prior to the
scheduled Bid Deadline by notice to the City's Contact Person designated in the Notice
Inviting Bids. If such notice is written, it shall be signed by the Bidder and shall be date -
stamped and time -stamped by the City upon receipt. Withdrawn Bids may be resubmitted
before the Bid Deadline provided that they are in full conformance with these Instructions
to Bidders. Once submitted, all Bids are irrevocable, except as otherwise provided by law.
Requests for withdrawal of Bids after the Bid Deadline shall be made only in accordance
with California Public Contract Code § 5100, et seq. Bidder agrees by submitting a Bid
that such Bid shall remain open, is irrevocable, and may not be modified, withdrawn, or
cancelled for a period of ninety (90) days after award of the Contract.
18. OPENING AND EVALUATION OF BIDS
A. Bid Opening and Tabulation. The Bids shall be opened and read in public after
the Bid Deadline has expired at the time and location listed in the Notice Inviting
Bids. A tabulation of all Bids received will be available for public inspection at the
Office of the [Insert Department], 4305 Santa Fe Avenue, Vernon, CA 90058
during regular business hours for a period of not less than thirty (30) calendar days
following the Bid Deadline. The City reserves the right to accept or reject any or
all Bids and be the sole judge regarding the suitability of the products, services or
supplies offered; and/or to waive any irregularities or informalities in any Bids or
in the bidding process. The City further reserves the right to purchase all or fewer
than all items or quantities of each item listed in the Bidding Documents. The
award of the Contract, if made by the City, shall be to the lowest responsive and
responsible Bidder. If Bid Alternate Items are called for, the lowest Bid shall be
determined according to Paragraph 20 below.
B. Evaluation of Bids.
Mandatory Qualifications. A Bid shall be rejected as non -responsive if the
Bidder fails to document in the Bid that Bidder meets the essential
requirements for qualification described in the Notice Inviting Bids. As part
of the Bidder's Statement of Qualifications each Bidder must establish that
it, as the current entity: (1) has successfully completed at least (Insert # of
projects) (___) similar projects involving similar work within the last (Insert
# of years) () years with a cost equal to or in
excess of the Bidder's Bid; and (2) has successfully completed at least
(Insert # of public works projects) public works projects. (OPTIONAL) The
City's disqualification of a Subcontractor listed for the (insert specialty sub-
contract work) Work does not disqualify a Bidder. However, prior to and
as a condition to award of the Contract, the successful Bidder shall
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substitute a properly licensed and qualified Subcontractor — without an
adjustment of the Bid Price.
2. Responsive Bid. A responsive Bid is a Bid which conforms, in all material
respects, to the Bidding Requirements and Contract Documents.
3. Responsible Bidder. A responsible Bidder is a Bidder who has
demonstrated the attribute of trustworthiness, as well as quality, fitness,
capacity and experience to satisfactorily perform fully the requirements of
the Contract Documents.
4. Competency of Bidders. In selecting the lowest responsible Bidder,
consideration will be given not only to the financial standing but also to the
general competency of the Bidder for the performance of the Work covered
by the Bid including, but not limited to, the experience of the Bidder in
construction of public works for public agencies. By submitting a Bid, each
Bidder agrees that the City, in determining the successful Bidder and its
eligibility for the award, may consider the Bidder's experience with similar
types of construction projects and facilities, conduct and performance under
other contracts, financial condition, reputation in the industry, safety record
and protocols and other factors which could affect the Bidder's performance
of the Work.
19. AWARD OF CONTRACT
The City reserves the right to reject any or all Bids and to waive any or all information or
technical defects, as the interest of the City may require. Award of Contract or rejection
of Bids will be made by the City within ninety (90) calendar days following the Bid
Opening.
20. BASIS OF AWARD
A. A Contract will be awarded to the lowest responsive and responsible Bidder
meeting all requirements set forth in these Bidding Documents.
(If bidders are required to bid for items that may be added to or deducted from the scope
of work, select one of the following optional clauses. The choice of one of these methods
is required by Cal. PC §20103.8. If the City does not specify a method, the lowest bid will
be the lowest bid prices on the base contract without consideration ofprices on the additive
or deductive items)
[Option 1] The City will award the Contract based on the lowest Base Bid without
consideration of the prices on the additive or deductive items.
[Option 2] The City will award the Contract based on the lowest Base Bid including
all alternates.
[Option 3] The City will award the Contract based on the lowest total of the bid
Page 21 of 177
prices on the base bid and those additive or deductive items that when taken in order
from a specifically identified list of those items in the Bid Form and added to, or
subtracted from, the base contract, are less than, or equal to, a funding amount
publicly disclosed by the City before the first bid is opened.
[Option 4] The City will award the Contract based on the lowest bid in a manner
that prevents any information that would identify any of the bidders from being
revealed to the City before the ranking of all bidders from lowest to highest has
been determined.
B. City reserves the right in its sole discretion to select any, all, or none of the Bid
Alternates at the time of award of the Contract, regardless of whether such Bid
Alternates were used in the analysis to determine the lowest Bid.
21. EXECUTION OF CONTRACT
Within fourteen (14) calendar days after being notified by City that it has been awarded
the Contract, Contractor shall deliver to the City the following documents:
A. Three (3) copies of the Contract in the form included herein, properly executed by
Contractor and, if Contractor is a corporation, evidence of its corporate existence
and that the persons signing the Contract are authorized to do so. All signatures
must be notarized.
B. Properly executed copies of the (a) Performance Bond (b) Labor and Material
(Payment) Bond and (c) Maintenance Bond in accordance with the requirements
set forth in Article 13 of the General Conditions and in the form shown on Exhibits
1, 2 and 3 attached thereto. All signatures must be notarized.
C. Properly executed policies of all of the following: (a) the Commercial General
Liability Insurance, (b) the Automotive Liability Insurance, and (c) Professional
Liability, if required, and (e) the corresponding endorsements for each policy in
accordance with the requirements set forth in Article 12 of the General Conditions.
In the event that the fourteenth calendar day falls on Saturday, Sunday, a legal holiday for
the State of California, or on days when City Hall is closed, the aforesaid documents shall
be delivered by the following working day.
After receipt of said documents within said time period or any extension thereof granted
by the City, the City shall execute the Contract and return one (1) of said three (3) copies
to Contractor for its files.
22. PUBLIC RECORDS
City seeks to conduct its business openly. Except as set forth in paragraph 8.A., upon
opening, all Bids shall become a matter of public record and shall be regarded as public,
with the exception of those elements of each Bid that are identified by the Bidder and
plainly marked as "trade secret," "confidential," or "proprietary," including any Statement
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of Qualifications and financial statements to be submitted by Bidders. Each element of a
Bid which a Bidder desires not to be considered a public record must be clearly marked as
set forth above, and any blanket statement (i.e. regarding entire pages, documents, or other,
non-specific designations) shall not be sufficient and shall not bind the City in any way
whatsoever. If City receives a request from a third party to make a Bid available for
inspection and copying, the City will notify the Bidder of the request. If a Bidder instructs
the City that the information is not to be released, City will withhold the information,
provided, the Bidder expeditiously seeks a protective order from a court of competent
jurisdiction to prevent such release. If disclosure is required under the California Public
Records Act or otherwise by law (despite the Bidder's request for confidentiality), the City
shall not in any way be liable or responsible for the disclosure of any such records or part
thereof.
Bidder shall indemnify, defend (including Bidder's providing and paying for legal counsel
for City), and hold harmless City, its officers, agents, employees, and representatives from
and against all liability, claims, suits, demands, damages, fines, penalties, costs, or expenses
arising out of or alleging City's refusal to publicly disclose one or more records that Bidder
identifies as protectable, or asserts is protectable.
23. PREVAILING WAGE RATES AND EMPLOYMENT OF APPRENTICES
A. Prevailing Wage Rates. The Bidder and all Subcontractors shall utilize the relevant
prevailing wage rate determinations in effect on the first advertisement date of the
Notice Calling for Bids in preparing the Bid Proposal and all component price
quotations, provided, however, that when Davis Bacon wage rates apply, such rates
are subject to increase by written notice, issued by Addendum not less than 10
calendar days before the Bid Deadline. Pursuant to California Labor Code Section
1770 et seq., the Director of the Department of Industrial Relations of the State of
California and the United States Secretary of Labor have determined the general
prevailing wage rates in the locality in which the Work is to be performed. Said
rate schedules are available on the Internet at www.dir.ca.gov/DLSR/PWD/. The
wage rate for any classification not listed, but which may be required to execute the
Work, shall be commensurate and in accord with specified rates for similar or
comparable classifications for those performing similar or comparable duties. To
comply with California Labor Code Section 1773.2, Contractor shall post, at
appropriate and conspicuous locations on the job site, a schedule showing all
applicable prevailing wage rates and shall also comply with the requirements of
California Labor Code Sections 1773 et seq.
B. Apprenticeship Committee Contract Award Information. Pursuant to California
Labor Code § 1777.5 and Title 8 of the California Code of Regulations § 230,
Contractor and Subcontractors of any tier who are not already approved to train by
an apprenticeship program sponsor shall, within ten (10) calendar days of signing
the Contract or subcontract, as applicable, but in any event prior to the first day in
which Contractor or Subcontractor has workers employed on the Project, submit
the Public Works Contract Award Information form (DAS Form 140) to the
appropriate local apprenticeship committees whose geographic area of operation
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include the area of the Project and who can supply apprentices to the Project. City
reserves the right to require Contractors and Subcontractors to submit a copy of
said forms to the City.
C. Statement of Employer Fringe Benefit Payments. Within five (5) calendar days of
signing the Contract or subcontract, as applicable, the Statement of Employer
Payments (DLSE Form PW 26) shall be completed for each Contractor and
Subcontractor of any tier who pays benefits to a third party trust, plan or fund for
health and welfare benefits, vacation funds or makes pension contributions. The
form must contain, for each worker classification, the fund, plan or trust name,
address, administrator, the amount per hour contributed and the frequency of
contributions. Training fund contributions shall also be reported in this form. City
reserves the right to require Contractors and Subcontractors to submit a copy of
said forms to the City.
D. Notice to Subcontractors. Bidders shall notify all potential Subcontractors
submitting price quotations for portions of the Work of the requirements concerning
payment of prevailing wage rates, payroll records, hours of Work, and employment
of apprentices.
24. REGISTRATION WITH THE DEPARTMENT OF INDUSTRIAL RELATIONS
(DIR)
No contractor or subcontractor may be listed on a bid proposal for a public works project
unless currently registered and qualified (including payment of any required fee) with the
DIR pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement
for bid purposes only under Labor Code section 1771.1(a)]. No contractor or subcontractor
may be awarded a contract for public work on a public works project unless currently
registered and qualified (including payment of any required fee) with the DIR pursuant to
Labor Code section 1725.5. This project is subject to compliance monitoring and
enforcement by the DIR.
25. SPECIAL CITY REQUIREMENTS
Special City forms and their instructions are an integral part of these specifications and
failure to submit same may be grounds, in the sole discretion of the City, for rejection of
any Bidder.
A. Living Wage Ordinance and Prevailing Wage Where Applicable. Contractor, and
Subcontractors, if any, shall comply with the terms and conditions of Ordinance
No. 1187, the City's Living Wage Ordinance. Upon request, certified payroll
B. Documents shall be provided to the City. If there is a difference between the Vernon
Living Wage rates and the California Prevailing wage rates for the same
classification of labor, Contractor and subcontractor shall not pay less than the
highest wage rate for that classification.
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C. Equal Employment Opportunity in Contracting. The City of Vernon is committed
to a policy of equal opportunity in contracting. Qualified firms including small
businesses and businesses owned by women, minorities, and disabled persons are
encouraged to submit bids or proposals. Contractors expressly agree to comply
with the City's ordinances and regulations regarding Equal Opportunity
Employment as well as regulations that may be mandated by the source of the funds
supporting the Contract. Contractor certifies and represents that during the
performance of this Contract, it and any other parties with whom it may subcontract
shall adhere to equal employment opportunity practices to assure that applicants,
employees and recipients of service are treated equally and are not discriminated
against because of their age not discriminated against because of their race, religion,
religious belief, color, national origin, citizenship, ancestry, disability, sex, age,
medical condition, pregnancy, sexual orientation or marital status. Contractor
certifies that it will not maintain any segregated facilities.
Contractor shall comply with all applicable Federal and California laws including,
but not limited to, the California Fair Employment and Housing Act (California
Government Code Section 12900, et seq.), California Labor Code Section 1735,
and The Americans with Disabilities Act of 1990 (42 U.S.C. 12101 et seq.).
Contractor shall require like compliance by all Subcontractors employed on the
Work.
26. BID PROTEST PROCEDURES
A. Any Bidder submitting a Bid directly to the City and eligible for award of the
Contract may file a protest if the Bidder complies with all of the following
requirements and conditions:
1. The Bid protest is in writing;
2. A protest based upon alleged defects or improprieties in the Contract
Documents is filed with the City prior to the Bid Deadline;
3. All other protests are to be filed and received by the City no more than five (5)
calendar days following the City's notice of intent to award the Contract; and
4. The written Bid protest sets forth, in detail, all grounds for the Bid protest,
including without limitation: all facts, supporting documentation, legal
authorities, and argument in support of the grounds for the Bid protest. All
factual contentions must be supported by competent, admissible, and credible
evidence.
B. Any matters not set forth in the written Bid protest will be deemed waived. Any
Bid protest not conforming to the foregoing requirements and conditions will be
rejected by the City as invalid.
C. Bid Dispute Indemnification. In the event of a Bid dispute based upon the Bidder's
submission of this Bid and the City acceptance of same, the Bidder shall indemnify,
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defend (with counsel acceptable to City), and hold harmless the City, its City
Council members, employees, and agents from liability, claims, demands,
damages, and costs arising therefrom if such dispute or action arises solely upon
the award of a Contract in compliance with federal, state, and local laws.
[END OF DOCUMENT]
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BIDDING FORMS
Page 27 of 177
BIDDER'S PROPOSAL
The undersigned submits this Bid in response to the Notice Inviting Bids issued by the City to construct the Work of
the following Project in accordance with the Contract Documents:
PROJECT: (Insert Project Name), Specification No. (XXXX)
A. Enclosed herewith and by this reference incorporated herein and made a part of this Bidder's Bid are the
following completed forms:
1. Bidder's Proposal
2. Schedule of Bid Prices
3. Incumbency Certificate
4. Bid Security in the following form (check one):
❑ Cashier's Check ❑ Certified Check ❑ Bid Bond ❑ Cash
5. Bidder's Statement of Qualifications
6. Experience Form
7. Statement of Violations of Federal, State or Local Law, if applicable
8. (OPTIONAL) Specialty Contractor Statement of Qualifications
9. Contractor Safety Questionnaire
10. Designation of Subcontractors
11. Contractor's Affidavit of Noncollusion
12. Insurance Requirements Affidavit
13. Statement of Disqualification or Debarment.
14. Pre -Bid Site Inspection Certification.
B. Acknowledgment of Addenda. The Bidder shall acknowledge the receipt of all Addenda by attaching a signed
copy of all Addenda, and by listing all Addenda received and attached in the space below.
If an Addendum or Addenda have been issued by the City and not attached and noted above as being received
by the Bidder, the Bid may be rejected.
C. Inspection of the Work and Contract Documents. Bidder certifies that it has carefully examined and is fully
Page 28 of 177
familiar with all of the provisions of the Bidding Documents and said Bidding Documents contain sufficient
detail regarding the Work to be performed; that it has notified City of any errors or omissions in the Bidding
Documents and/or any unusual site conditions; and that it has carefully checked all words, prices, and
statements in this Bidding Document. Bidder hereby certifies that he/she and his/her Subcontractors have
inspected the site and related Drawings and Specifications of Work and fully acquainted themselves with all
conditions and matters which may in any way affect the Work, time of completion or the costs thereof.
Bidder also certifies he/she has observed the designated Contractor Work areas and access routes, if
disclosed or shown, as part of the Work in this Contract.
Page 29 of 177
PRE -BID SITE INSPECTION — CERTIFICATION:
Person(s) who inspected site of the proposed Work for your firm:
Name:
Title:
Date of Inspection
Name: Date of Inspection
Title:
D. Bidder agrees that all costs of Work shown in the Bidding Documents, including work reasonably inferable
therefrom and necessary thereto, are included in his/her Bid. All Work shown in the Contract Documents for which a
specific line item is not provided in the Bidding Form is included in the Bidder's Total Base Bid Price.
(OPTIONAL) Contractor shall be reimbursed for the actual direct cost of all Permit Fees, if any, as defined in Paragraph
1.01 and addressed in Paragraph 1.03 of the General Conditions. Bidder shall exclude the cost of Permit Fees from
Bidder's Base Bid sum; Base Bid sum shall include the cost of administration and coordination of Governmental
Approvals and Utility Fees. Bidder agrees that City will not be responsible for any errors or omissions on the part of
the undersigned in making this Bid.
E. Forfeiture of Bid Security. Bidder further agrees that, in case of his/her default in executing the required
Contract and the required bonds, or furnishing the required insurance, the money payable under the Bid Security
accompanying this Bid shall be applied by the City towards payment of the damage to the City on account of such
default, as provided in the Bidding Documents.
F. Period of Irrevocability. Bidder agrees that this Bid shall remain open and shall not be withdrawn for a period
of not less than ninety (90) calendar days from the date of award of Contract, or until rejected by the City, whichever
period is shorter.
G. Bid Dispute Indemnification. In the event of a Bid dispute based upon the Bidder's submission of this
Bid and the City acceptance of same, the Bidder shall indemnify, defend (with counsel acceptable to City), and hold
harmless the City, its City Council members, employees, and agents from liability, claims, demands, damages, and
costs arising therefrom if such dispute or action arises solely upon the award of a Contract in compliance with federal,
state, and local laws.
The Bidder declares that neither he/she nor any member of his/her firm or corporation is an officer or employee of the
City of Vernon.
I hereby certify under penalty of perjury under the laws of the State of California that the representations made herein
are true and correct.
Executed this day of at
City State
Page 30 of 177
Bidder's Proposal
Respectfully Submitted
NAME OF BIDDER
COMPANY
NAME:
ADDRESS:
CONTACT PERSON:
TELEPHONE NUMBER:
E-MAIL:
CALIFORNIA STATE CONTRACTOR'S LICENSE NUMBER:
EXPIRATION DATE:
TAX IDENTIFICATION NO.:
SURETY COMPANY:
FAX NUMBER:
All Bid forms must be signed where so indicated by the person or persons duly authorized to sign on behalf of the
Bidder. By signing the Bid, the person signing is deemed to represent that he or she has authority to bind the Bidder.
Failure to sign the Bidder's Proposal may invalidate the Bid.
Page 31 of 177
BIDDER'S PROPOSAL — SIGNATURE(S):
Form of Entity of Bidder:
Please check the appropriate signature block below and fill in all related information.
7 Sole Proprietorship:
By:
Title:
Printed name of person signing
Signature
List all d/b/a's:
Partnership: ❑ General Partner ❑ Limited Partner
By:
Title:
Printed name of person signing
Signature
Corporation:
By: Corporate Officer Title:
Printed name of person signing
Signature
Joint Venture: ❑ Corporation ❑Partnership
❑ Individual ❑ Other
By:
Title:
Printed name of person signing
Signature
Name of all Joint Venturers:
Corporate Seal
[If the Bidder is a corporation or a limited liability company, enter state or county of incorporation in addition to the
business address and include an incumbency certificate executed by a Secretary thereof in the form set forth herein
listing each officer with signing authority and his/her corresponding office. If the Bidder is a partnership orjoint venturer
stating that the respective partner or joint venturer agrees to be held jointly and severally liable for any and all of the
duties and obligations of the Bidder under the Bid and under any contract arising therefrom. Attach evidence to the
Bid Proposal Form that the individual signing has authority to do so.]
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SCHEDULE OF BID PRICES
PROJECT: (Insert Proiect Name), Specification No. (XXXX)
BIDDER'S NAME:
BASE BID
Pursuant to and in compliance with your Notice Inviting Bids and Contract Documents relating to the Project including
all Addenda (attach signed copies), Bidder, having become thoroughly familiar with the terms and conditions of the
Contract Documents and with local conditions affecting the performance and the costs of the Work at the place where
the Work is to be done, hereby proposes and agrees to fully perform the Work within the time stated in strict accordance
with the Contract Documents (including the furnishing of any and all labor, materials, tools, expendable equipment,
and utility and transportation services necessary to fully perform the Work and complete it in a workmanlike manner)
for the total Base Bid sum of:
Dollars ($ )
Item No.
Description
Units
Quantity
Unit Cost
Amount
1.
2.
3.
BID TOTAL
WRITTEN AMOUNT
All other work items, labor, materials, tools and incidentals which are not specifically listed in the above bid items, but
are necessary to complete the project per specifications, and all other applicable standards and codes are considered
to be included in the above bid items.
If there is a discrepancy between (1) the "Grand Total" shown immediately above, (2) any of the "total costs" shown in
the far right column above, or (3) the individual Unit Price, then the Unit price shall control over the total cost, and the
total cost shall control over the total. If, however, the unit price is ambiguous, unintelligible, or uncertain for any cause,
or is omitted, or is the same amount as the entry for the item total, then the item total shall prevail and shall be divided
by the estimated quantity for the item and the price thus obtained shall be the unit price.
(OPTIONAL): Bidder shall exclude the cost of Permit Fees from Bidder's Base Bid sum; Base Bid sum shall include
the cost of administration and coordination of Governmental Approvals and Utility Fees.
(OPTIONAL): (IF ALTERNATES OR OPTIONAL BID ITEMS ARE USED)
Bidder acknowledges that determination of the lowest Bid will be based on the combined total of the amounts entered
below for the Base Bid plus all of the listed Bid Alternate items, and that once the low bid is determined on this basis,
the City will be free to select Bid Alternates for inclusion in the Work in any order or combination, or to reject any or all
Bid Alternates.
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ALTERNATE BID ITEM(S): (BIDDER: PLEASE SPECIFY IF ALTERNATE BID ITEMS ARE PRICED
AS LUMP SUM OR UNIT PRICESI
(ADDITIVE or DEDUCTIVE) ALTERNATE NO. 1:
(Insert Scope of Work)
(written dollar amount)
(ADDITIVE or DEDUCTIVE) ALTERNATE NO.2:
(Insert Scope of Work)
(written dollar amount)
Dollars ($ )
(dollar amount)
Dollars ($ )
(dollar amount)
JPTIONAL): TOTAL BID AMOUNT Base Bid Sum plus Additive or Deductive Alternate Nos .
Dollars ($ )
(written dollar amount)
Respectfully submitted:
Signature
Address
Title Date
License Number Date of Expiration
(SEAL - if Bid is by a corporation)
Attest
Amount of Certified or Cashier's Check or Bid Bond
Name of Bonding Company
(dollar amount)
Page 34 of 177
INCUMBENCY CERTIFICATE
Print legibly the names and title of the president and all officers of the Company who are authorized to sign the Bid
Forms:
PRESIDENT'S & OFFICERS' NAME: TITLE:
The undersigned hereby certifies to the City of Vernon that he/she is the duly elected and acting Secretary of
(the "Company"), and that, as such, he/she is authorized to execute
this Incumbency Certificate on behalf of the Company, and further certifies that the persons named above are the duly
elected, qualified and acting officers of the Company, holding on the date hereof, the titles and positions set forth
opposite their names and are authorized to sign the Bid Forms.
IN WITNESS WHEREOF, the undersigned has executed this Incumbency Certificate this day of
, 20_
Secretary's Name -Printed
Secretary's Signature
Bond No.:
Premium Amount: $_
Bond's Effective Date:
Page 35 of 177
BID BOND
RECITALS:
1. The City of Vernon, California ("City"), has issued a Notice Inviting Bids for the Work described as follows:
Specification No.
2. In response to the Notice Inviting Bids,
has submitted the accompanying Bid for the Project.
in Vernon, CA. ("Project").
(Name, address, and telephone of Contractor)
("Principal"),
3. Principal is required under the terms of the Specification —and all Bidding Documents referenced in it —to furnish a bond with
the Bid.
4. The Specification, including all its amendments and supplements, and Principal's Bid are incorporated into this Bond and
made a part of it by this reference.
OBLIGATION:
THEREFORE, for value received, We, Principal and
(Name, address, and telephone of Surety)
("Surety"),
a duly admitted surety insurer under California's laws, agree as follows:
By this Bond, We jointly and severally obligate and bind ourselves, and our respective heirs, executors, administrators, successors,
and assigns to pay City the penal sum of
Dollars ($ ) ("the Bonded Sum"), this amount
comprising not less than TEN PERCENT (10%) of Principal's Base Bid, in lawful money of the United States of America.
The California Licensed Resident Agent for Surety is:
(Name, address, and telephone)
Registered Agent's California Department of Insurance License No.
THE CONDITION OF THIS BOND'S OBLIGATION IS THAT, if: (1) Principal does not (a) withdraw its Bid for the period specified
in the Bidding Documents, or —if no period is specified —for ninety (90) calendar days after City awards the Contract for the Project,
or (b) attempt to withdraw its Bid when the requirements of California Public Contract Code §5101 of seq., or any successor
legislation, are not met; or (2) City awards Principal the Contract in response to Principal's Bid, and within the time and manner
specified by the Specification or Contract Documents or —if no period is specified —within fourteen (14) calendar days after the
Contract's award, Principal (a) signs and delivers to City the Contract, in accordance with the Bid as accepted, (b) furnishes the
required bonds for not only Principal's faithful performance and proper fulfillment of the Contract, but also Principal's payment for
labor and materials used in the Project, and (c) furnishes the required insurance, then this obligation becomes null and void.
Otherwise, this Bond remains in full force and effect, and the following terms and conditions apply to this Bond:
1. Surety's obligations under this Bond are separate, independent from, and not contingent upon any other surety's guaranteeing that
upon City's awarding the Contract to Principal, the Principal will enter into the Contract with City.
2. No right of action accrues on this Bond to any entity other than City or its successors and assigns.
3. If an action at law or in equity is necessary to enforce or interpret this Bond's terms, Surety must pay— in addition to the Bonded
Sum— City's reasonable attorneys' fees and litigation costs, in an amount the court fixes.
4. Surety shall mail City written notice at least 30 days before: (a) the effective date on which the Surety will cancel, terminate, or
withdraw from this Bond; or (b) this Bond becomes void or unenforceable for any reason.
Page 36 of 177
On the date set forth below, Principal and Surety duly executed this Bond, with the name of each party appearing below and signed
by its representative(s) under the authority of its governing body.
Date:
PRINCIPAL:
(Company Name)
(Signature)
(Signature)
SURETY:
(Company Name)
By: By:
(Name) (Name)
Its: Its:
(Title) (Title)
Address for Serving Notices or Other Documents: Address for Serving Notices or Other Documents:
CORPORATE SEAL
CORPORATE SEAL
■ EVIDENCE MUST BEATTACHED OF THE AUTHORITY OF ANY PERSON SIGNING AS ATTORNEY -IN -FACT.
■ THE ATTORNEY -IN -FACTS SIGNATURE MUST BE NOTARIZED.
■ A CORPORATE SEAL MUST BE IMPRESSED ON THIS FORM WHEN THE PRINCIPAL, OR THE SURETY, OR BOTH,
AREA CORPORATION.
Page 37 of 177
BOND ACKNOWLEDGMENT
FOR
SURETY'S ATTORNEY -IN -FACT
STATE OF CALIFORNIA )
ss.
COUNTY OF )
On this day of 20 ,
before me, (name), a Notary Public for said County, personally appeared
(name), who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to this
instrument as the attorney in fact of
subscribed the name of
as attorney in fact.
and acknowledged to me that he/she
thereto as principal, and his/he own name
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct.
Notary Public
MATH
Page 38 of 177
BIDDER'S STATEMENT OF QUALIFICATIONS
1. ORGANIZATION
1.1 How many years has your organization been in business as a Contractor?
1.2 How many years has your organization been in business under its present name?
1.2.1 Under what other names has your organization operated?
1.3 If your organization is a corporation, answer the following:
1.3.1 Date of incorporation/organization:
1.4
1.5
1.3.2 State of incorporation/organization:
1.3.3 Corporate ID number:
1.3.4 Name of President:
1.3.5 Agent for Service of Process:
If your organization is a partnership, answer the following:
1.4.1 Date of organization/formation:
1.4.2 Type of partnership (if applicable):
1.4.3 Name(s) of general partner(s):
1.4.4 List all states in which you are registered and state ID numbers for each:
If your organization is individually owned, answer the following:
1.5.1 Date of organization:
1.5.2 Name of owner:
1.6 If the form of your organization is other than those listed above, describe it and name the
principals:
Page 39 of 177
2. LICENSING
2.1 List jurisdictions in which your organization is legally qualified to do business, indicate registration or
license numbers, and category of license, if applicable.
2.2 List jurisdictions in which your organization's partnership or trade name is filed.
2.3 List any licensing suspensions and/or violations assessed against your organization within the past
five years.
3. EXPERIENCE
3.1 List the categories of Work that your organization normally performs with its own
personnel.
3.2 On the Experience Form, list the project information that establishes that Bidder meets the
essential requirements for qualification set forth in the Mandatory Qualifications paragraph
of the Notice Inviting Bids for this Project.
3.3 (OPTIONAL): Have Subcontractors for (Insert specialty sub -contractor's work) Work
complete the Specialty Contractors' Statements of Qualifications (or Bidder to complete if
self -performing).
3.4 On a separate sheet, list projects to which your firm or business has been awarded a
government contract since your firm or business has been in existence (giving the name
and address of the project, the government agency, contact name and phone number, the
contract amount, and contract's starting date and ending date).
3.5 On a separate sheet, list the experience and present commitments of the key individuals of
your organization.
4. CLAIMS; LAWSUITS; CRIMINAL ACTS
For the following questions, the term "owner" does not include owners of stock in your firm if your
firm is a publicly -traded corporation.
4.1 In the past five (5) years, have, you, your firm or any of its owners, partners, officers, or
employees been a defendant in court, or participated in an arbitration or mediation, on a
matter related to:
Page 40 of 177
4.2
4.3
4.4
4.1.1 The performance, non-performance, default, violation, or breach of a contract or
agreement?
❑ YES ❑ NO
4.1.2 A vehicle collision or accident involving your firm's employees?
❑ YES ❑ NO
4.1.3 Damage to real property arising out of your services or operations?
❑ YES ❑ NO
4.1.4 Employment -related litigation brought by an employee of your firm?
❑ YES ❑ NO
4.1.5 Payment to a subcontractor or supplier?
❑ YES ❑ NO
4.1.6 Defective, deficient, or substandard work?
❑ YES ❑ NO
If the answer to any questions in 4.1.1 to 4.1.6 is YES, identify the name of the person or
entity that sued (i.e., "the plaintiff') or was involved in the mediation or arbitration; list the
date, court, court address, and case number; describe the facts and circumstances giving
rise to the lawsuit, mediation, or arbitration; and set forth the outcome or disposition. Attach
additional sheets as necessary.
Have you or your firm ever filed a claim for damages or a lawsuit, or requested arbitration
or mediation, against a government entity or a Client?
❑ YES ❑ NO
If YES, identify the government entity or client; list the date, court and case number;
describe the facts and circumstances about the claim for damages, or the lawsuit, or both;
and set forth the outcome or disposition. Attach additional sheets as necessary.
Are there any pending or outstanding judgments or liens against you, your firm, or any of
its owners, partners, officers, or employees?
❑ YES ❑ NO
If YES, identify the name of the person or entity entitled to payment; list the date court and
case number; describe the facts and circumstances giving rise to the judgment or lien; and
set forth the amount of the judgment or lien. Attach additional sheets if necessary.
In the past five (5) years, has any government entity ever: (a) investigated, cited, disciplined,
Page 41 of 177
or assessed any penalties against you, your firm, or any of its owners, partners, officers, or
employees, or (b) determined or concluded that your firm or any of its owners, partners,
officers, or employees violated any laws, rules, or regulations?
❑ YES ❑ NO
If YES, identify the government entity; list the date, and describe the facts and
circumstances about each instance. Attach additional sheets as necessary.
4.5 In the past five (5) years, have you, your firm or any of its owners, partners, officers or
employees been convicted of a crime related to the bidding of a government contract, the
awarding of a government contract, or the performance of a government contract?
("Convicted" includes a verdict of guilty by a judge or jury, a plea of guilty, a plea of nolo
contendere, or a forfeiture of bail.)
❑ YES ❑ NO
If YES, identify the government entity; list the date, court and case number; describe the
facts and circumstances about each instance; and set forth the penalty or punishment
imposed. Attach additional sheets as necessary.
4.6 In the past five (5) years, have you, your firm, or any of its owners, partners, officers or
employees been convicted of a crime involving embezzlement, theft, fraud, forgery,
bribery, deceptive or unlawful business practices, perjury, falsifying or destroying records
or evidence, or receiving stolen property, or making or submitting a false claim?
❑ YES ❑ NO
If YES, identify the crime or offense; list the date, court and case number; describe the
facts and circumstances about each instance; and set forth the penalty or punishment
imposed. Attach additional sheets as necessary.
4.7 Have you or, if Bidder is a corporation, any principal of the corporation ever been
convicted of a felony?
❑ YES ❑ NO
If YES, please explain the details of that conviction and, if so, whether you or said officer
have served his or her sentence.
4.8 In the past five (5) years, has a government entity determined or concluded that you, your
firm, or any of its owners, partners, officers or employees made or submitted a false claim
(including a false claim for payment), or made a material misrepresentation?
❑ YES ❑ NO
If YES, identify the government entity, and describe the facts and circumstances about
each instance. Attach additional sheets as necessary.
Page 42 of 177
4.9 Have you or your company ever been charged by any governmental agency for failure to
follow safety procedures? If YES, please explain.
❑ YES ❑ NO
4.10 Has any governmental agency ever submitted a complaint against you or your firm to the
California State Labor Commission for failure to submit certified payrolls? If your answer
is "Yes", please provide the details of such complaint.
❑ YES ❑ NO
FIRM'S OPERATIONAL STATUS
5.1. In the past seven (7) years, has your firm, or anyone else acting on behalf of your firm, filed
for bankruptcy, insolvency, receivership, or reorganization?
❑ YES ❑ NO
If YES, list the filing date, identify the court and case number; describe the facts and
circumstances giving rise to each instance; and set forth the disposition or current status.
Attach additional sheets as necessary.
5.2. In the past five (5) years, has your firm had an consolidations, mergers, acquisitions,
closings, layoffs or staff reductions?
❑ YES ❑ NO
If YES, list the filing date, and describe the facts and circumstances about each instance.
Attach additional sheets as necessary.
5.3. Is your firm in the process of, or in negotiations toward: (a) consolidating, merging, selling,
or closing its business, or (b) laying off employees or reducing staff?
❑ YES ❑ NO
If YES, describe the transaction; list the anticipated date for completing the transaction,
laying off employees, or reducing staff; and describe the facts, circumstances, and reason
for taking the action. Attach additional sheets as necessary.
BIDDING; DEBARMENT; CONTRACT PERFORMANCE
6.1. Has a government entity ever debarred, disqualified, removed, suspended, or otherwise
prevented you or your firm from bidding on, contracting, or completing a construction
project?
❑ YES ❑ NO
Page 43 of 177
If YES, identify the name of the government entity, list the date, and describe the facts
and circumstances about each instance, and state the reason for the government entity's
action against your firm. Attach additional sheets as necessary.
6.2. Has a government entity ever rejected your firm's Bid or Proposal on the ground that you
or your firm is a "non -responsible" bidder or proposer?
❑ YES ❑ NO
If YES, identify the name of the government entity, list the date, describe the facts and
circumstances about each instance, and state the reason or basis for the government
entity's determining that your firm was a "non -responsible" bidder. Attach additional
sheets as necessary.
6.3. Have you or your firm ever failed to fulfill or perform — either partially or completely — a
contract or an agreement with a government entity or a client?
❑ YES ❑ NO
If YES, identify the name of the government entity or client, list the date, and describe the
facts and circumstances about each instance. Attach additional sheets as necessary.
6.4. In the past five (5) years, have you or any officer or principal of your firm been an officer of
another firm which failed to perform a contract or agreement?
❑ YES ❑ NO
If YES, list the date, and describe the facts and circumstances about each instance. Attach
additional sheets as necessary.
6.5. Has your firm ever advised a government entity or a client, while your firm was under
contract with the government entity or client, that your firm could not (or would not) fulfill or
perform — either partially or completely — the contract or the agreement based on the prices
that your firm had originally submitted in a Bid or a Proposal?
❑ YES ❑ NO
If YES, list the date, identify the name of the government entity or client, and describe the
facts and circumstances about each instance. Attach additional sheets as necessary.
6.6. Has your firm ever requested a government entity or a client, while your firm was under
contract with the government entity or client, to renegotiate one or more terms of the existing
contract or agreement?
❑ YES ❑ NO
If YES, identify the name of the government entity or client, list the date, and describe the
facts and circumstances about each instance. Attach additional sheets as necessary.
Page 44 of 177
6.7. Has your firm ever requested a government entity or a client, while your firm was under
contract with the government entity or client, to: (a) cancel the contract or agreement, or
(b) release or discharge your firm form the contract or agreement?
❑ YES ❑ NO
If YES, identify the name of the government entity or client, list the date, and describe the
facts and circumstances about each instance. Attach additional sheets as necessary.
6.8. Has a government entity or a client ever terminated, suspended, or non -renewed your
firm's contract or agreement before its completion?
❑ YES ❑ NO
If YES, identify the name of the government entity, list the date, and describe the facts
and circumstances about each instance. Attach additional sheets as necessary.
6.9. Has a government entity or a client ever notified or advised your firm that your firm's
performance under a contract or agreement was poor, sub -standard, deficient, or non-
compliant?
❑ YES ❑ NO
If YES, identify the name of the government entity or client, list the date, and describe the
facts and circumstances about each instance. Attach additional sheets as necessary.
6.10. In the past five (5) years, has your firm paid, or has your firm been assessed, liquidated
damages on a contract or agreement?
❑ YES ❑ NO
If YES, identify all such contracts/projects by owner, owner's address, the date of
completion of the project, amount of liquidated damages assessed, and all other information
necessary to fully explain the assessment or payment of liquidated damages. Attach
additional sheets as necessary.
INSURANCE AND BONDS
7.1. In the past ten years, has an insurance company or a surety company:
7.1.1. Refused to insure your firm for liability coverage?
❑ YES ❑ NO
7.1.2. Canceled or non -renewed your firm's insurance coverage?
❑ YES ❑ NO
7.1.3. Refused to issue your firm a bond?
❑ YES ❑ NO
Page 45 of 177
7.1.4. Canceled or revoked a bond obtained by your firm?
❑ YES ❑ NO
If the answer to any questions in 7.1.1 to 7.1.4 is YES, identify the name of the insurance
company or surety company, list the date, and describe the facts and circumstances about
each instance. Attach addition sheets as necessary.
7.2 In the past ten (10) years, has an insurance company or surety company made any
payments on your firm's behalf as a result of a default, to satisfy any claims against a
performance bond, payment bond, or maintenance bond issued on your firm's behalf?
❑ YES ❑ NO
If YES, identify each contract completed or amount of each claim, the name and telephone
number of the claimant, the date, grounds and current status of the claim, and if resolved,
the method, nature, and amount of the resolution. Attach addition sheets as necessary.
SURETY
8.1 If a performance and/or payment bond is required by this bid, identify the bonding company
if arrangements for the bond have been made; if not, identify the bonding company for the
Contractor's most recent project:
8.2 Name and address of agent:
All of the above statements as to experience, financial qualifications, and available plant and equipment are submitted
in conjunction with the proposal, as a part thereof, and the truthfulness and accuracy of the information is guaranteed
by the Bidder.
I hereby certify under penalty of perjury under the laws of the state of California that the representation made herein
are true and correct.
Signature of Bidder.
Page 46 of 177
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Company Name:
Primary Type of Work:
Person Completing Form:
Title:
Date:
2.
3
CONTRACTOR SAFETY QUESTIONNAIRE
Phone Number:
SAFETY PERFORMANCE
List your company's Interstate Experience Rating Modifier (ERM)l for the three most recent years.
20
20
20
List your company's number of injuries/illnesses from your OSHA 300 logs for the three most recent years.
20 20 20
a. Fatalities
b. OSHA recordable incidents
c. Lost work day incidents
d. Total lost work days
e. Total hours worked
Upon request from the City, the contractor(s) shall provide copies of the following items (a-g); and Items (d-
g) for each listed Subcontractor
a). OSHA 300 logs for the most recent three years
and current year-to-date
b). Verification of ERM from your insurance carrier
c). Injury/Illness Report
d). Complete written Safety Program
4. Company Safety Contact:
a. Name
b. Phone
e). Training Plans
f). Training Certificates for Employees
g). Emergency Response Training
1 ERM = applies to workers' compensation policies. It compares the experience of this contractor to others of similar size, type
and ratio. Used against annual premium. It has a direct correlation to how much the contractor pays in workers' comp premium.
Page 48 of 177
CONTRACTOR SAFETY QUESTIONNAIRE (continued)
SAFETY PROGRAM
1. SAFETY PROGRAM DOCUMENTATION Circle One
a. Do you have a written safety program manual? Yes No
1) Last revision date
b. Do you have a written safety field manual? Yes No
c. Are all workers given a booklet that contains work rules,
responsibilities, and other appropriate information? Yes No
2. POLICY AND MANAGEMENT SUPPORT
a. Do you have a safety policy statement from an officer of Yes No
the company?
b. Do you have a disciplinary process for enforcement Yes No
of your safety program?
c. Does management set corporate safety goals? Yes No
d. Does executive management review:
❑ Accident reports? Yes No
❑ Safety statistics? Yes No
❑ Inspection reports? Yes No
e. Do you safety pre -qualify subcontractors? Yes No
f. Do you have a written policy on accident reporting Yes No
and investigation?
g. Do you have a light -duty, return -to -work policy? Yes No
h. Is safety part of your supervisor's performance evaluation? Yes No
i. Do you have a personal protective equipment (PPE) policy? Yes No
j. Do you have a written substance abuse program? Yes No
If yes, does it include (check all applicable boxes):
❑ Pre -employment testing ❑ Return -to -duty testing
❑ Random testing ❑ Disciplinary process
❑ Reasonable cause testing ❑ Alcohol testing
❑ Post accident testing ❑ National Institute on Drug Abuse
❑ Panel Screen
k. Does each level of management have assigned safety Yes No
duties and responsibilities?
Page 49 of 177
3. TRAINING AND ORIENTATION
a. Do you conduct safety orientation training for each
employee? Yes No
b. Do you conduct site safety orientation for every Yes No
person new to the job site?
c. Does your safety program require safety training meetings? Yes No
for each supervisor (foreman and above)?
How often?
❑ Weekly ❑ Monthly ❑ Quarterly ❑ Annually ❑ Other
d. Do you hold tool box/tailgate safety meetings
focused on your specific work operations/exposures? Yes No
How often?
❑ Weekly ❑ Daily ❑ Other
e. Do you require equipment operation/certification training? Yes No
4. ADMINISTRATION AND PROCEDURES
a. Does your written safety program address
administrative procedures? Yes No
If yes, check which apply:
Pre project/task planning
Record keeping
Safety committees
HAZCOM
Substance abuse prevention
Return -to -work
b. Do you have project safety committees?
Emergency procedures
Audits/inspections
Accident investigations/reporting
_ Training documentation
Hazardous work permits
Subcontractor prequalification
Yes No
c. Do you conduct job site safety inspections? Yes No
How often?
❑ Daily ❑ Weekly ❑ Monthly ❑ Other
Do these inspections includes a routine safety
inspection of equipment (e.g., scaffold, ladders, fire
extinguishers, etc.)? Yes No
d. Do you investigate accidents? Yes No
How are they reported?
❑ Total company ❑ By superintendent
❑ By project ❑ By project manager
❑ By foreman ❑ In accordance with OSHA
e. Do you discuss safety at all preconstruction and progress meetings? Yes No
Page 50 of 177
Do you perform rigging and lifting checks prior to lifting? Yes No
❑ For personnel ❑ For equipment ❑ Heavy lifts (more than 10,000 lbs.)
WORK RULES
a. Do you periodically update work rules?
When was the last update?
What work practices are addressed by your work rules?
Yes No
❑ CPR/first aid
❑ Access—entrances/stairs
❑ Barricades, signs,
❑ Respiratory protection
and signals
❑ Blasting
❑ Material handling/storage
❑ Communications
❑ Temporary heat
❑ Compressed air and gases
❑ Vehicle safety
❑ Concrete work
❑ Traffic control
❑ Confined -space entry
❑ Site visitor escorting
❑ Cranes/rigging and hoisting
❑ Public protection
❑ Electrical grounding
❑ Equipment guards and grounding
❑ Environmental controls and
❑ Monitoring equipment
Occupational health
❑ Emergency procedures
❑ Flammable material handling/storage
❑ Fire protection and prevention
❑ Site sanitation
❑ Floor and wall openings
❑ Trenching and excavating
❑ Fall protection
❑ Lockout/Tagout
❑ Housekeeping
❑ Energized/pressurized equipment
❑ Ladders and scaffolds
❑ Mechanical equipment/
❑ Personal protective equipment
maintenance/pre-op checks/
❑ Tools, power and hand
operation
❑ Electrical power lines
❑ Welding and cutting (hot work)
❑ Other
OSHA INSPECTIONS
a. Have you been inspected by OSHA in the last three years? Yes No
b. Were these inspections in response to complaints? Yes No
c. Have you been cited as a result of these inspections? Yes No
If yes, describe the citations (add additional sheets if necessary):
Page 51 of 177
DESIGNATION OF SUBCONTRACTORS
NAME OF BIDDER:
Each Bidder must list, on the form provided on the next page, each Subcontractor who will perform work or labor or
render service to the Contractor in or about the construction of the Work or improvement, or a Subcontractor licensed
in the State of California who, under subcontract to the Contractor, specially fabricates and installs a portion of the
Work or improvement according to detailed drawings contained in the Drawings and Specifications, in an amount in
excess of one-half of one percent of the Contractor's Base Bid Amount. Each Subcontractor must have an active and
current license, and all requisite specialty certifications, when listed.
Bidder must provide the following information for EACH Subcontractor.
1. The name of the Subcontractor;
2. The trade and type of work that the Subcontractor will perform;
3. Location (address) of Subcontractor's place of business;
4. Subcontractor's license number; and any specialty licenses; and
5. Dollar value of the Work that the Subcontractor will perform.
Subletting or subcontracting of any portion of the Work in excess of one-half of one percent of the Contractor's Base
Bid to which no Subcontractor was designated in the original Bid shall only be permitted in cases of public emergency
or necessity, and then only after a finding reduced to writing as a public record of the City setting forth the facts
constituting the emergency or necessity.
If the Contractor violates any of the above provisions the Contractor may be in breach of this Contract and the City
may exercise the option, in its own discretion, to (1) cancel this Contract, or (2) assess the Contractor a penalty in an
amount not more than ten percent (10%) of the amount of the subcontract involved, and this penalty shall be deposited
in the fund out of which the prime Contract is awarded.
If the Contractor fails to specify a Subcontractor, or if the Contractor specifies more than one Subcontractor for the
same trade or type of Work to be performed under the Contract in excess of one-half of one percent of the Contractor's
Base Bid Amount, then the Contractor agrees that he/she is fully qualified to perform that Work himself/herself, and
that he/she shall perform that Work himself/herself. If after award of Contract, the Contractor subcontracts any such
Work, the Contractor will be subject to the statutory penalties.
DESIGNATION OF SUBCONTRACTORS FORM
IS ON THE FOLLOWING PAGE
Page 52 of 177
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The Contractor shall not:
A. Substitute any personas Subcontractor in place of the Subcontractor listed in the original Bid, except that
the City may consent to the substitution of another person as Subcontractor in any of the following
situations:
1. When the Subcontractor listed in the Bid, after having had a reasonable opportunity to do so, fails or
refuses to execute a written contract for the scope of Work specified in the Subcontractor's bid and
at the price specified in the Subcontractor's bid, when that written contract, based upon the general
terms, conditions, Drawings and Specifications for the Project or the terms of Contractor's written
Bid, is presented to the Subcontractor by the Contractor;
2. When the listed Subcontractor becomes insolvent or the subject of an order for relief in bankruptcy;
3. When the listed Subcontractor fails or refuses to perform his/her subcontract;
4. When the listed Subcontractor fails or refuses to meet the bond requirements of the Contractor as
set forth in Public Contract Code Section 4108;
5. When the Contractor demonstrates to the City that the name of the Subcontractor was listed as the
result of an inadvertent clerical error;
6. When the listed Subcontractor is not licensed pursuant to the Contractors License Law;
7. When the City determines that the Work performed by the listed Subcontractor is substantially
unsatisfactory and not in substantial accordance with the Drawings and Specifications, or that the
Subcontractor is substantially delaying or disrupting the progress of the Work;
8. When the listed Subcontractor is ineligible to work on a public works project pursuant to Section
1777.1 or 1777.7 of the Labor Code; or
9. When the City determines that the listed Subcontractor is not a responsible contractor.
B. Permit any subcontract to be voluntarily assigned or transferred or allow it to be performed by anyone
other than the original Subcontractor listed in the original Bid, without the consent of the City.
C. Other than in the performance of "change orders" causing changes or deviations from the original
Contract, sublet or subcontract any portion of the Work in excess of one-half of one percent of the
Contractor's Base Bid Amount as to which his/her original Bid did not designate a Subcontractor.
Prior to approval of the Contractor's request for a Subcontractor substitution, the City shall give notice in writing to the
listed Subcontractor of the Contractor's request to substitute and of the reason for the request. The notice will be
served by certified or registered mail to the last known address of the Subcontractor. The listed Subcontractor who
has been so notified shall have five (5) Working Days within which to transmit to the City written objections to the
substitution. Failure to file these written objections shall constitute the listed Subcontractor's consent to the substitution.
If written objections are filed, the City shall give notice in writing of at least five (5) Working Days to the listed
Subcontractor of a hearing by the City on the Contractor's request for substitution.
The Contractor, as a condition to asserting a claim of inadvertent clerical error in the listing of a Subcontractor, shall
within two (2) Working Days after the time of the Bid Deadline, give written notice to the City and copies of such notice
to both the Subcontractor he/she claims to have listed in error and the intended Subcontractor who had bid to the
Contractor prior to the Bid Deadline.
Page 54 of 177
QUESTIONNAIRE REGARDING SUBCONTRACTORS
Bidder shall answer the following questions and submit with his/her Contract proposal.
Were bid depository or registry services used in obtaining subcontractors bid figures in order to compute your
bid? Yes ❑ No ❑
If the answer to No. 1 is "Yes", please forward a copy of the rules of each bid depository you used with this
questionnaire.
Did you have any source of subcontractors' bids other than bid depositories?
Has any person or group threatened you with subcontractor boycotts, union boycotts, or other sanctions to
attempt to convince you to use the services or abide by the rules of one or more bid depositories?
Yes ❑ No ❑
If the answer to No. 4 is "Yes", please explain the following details:
(a)
Date:
(b)
Name of person or group:
(c)
Job involved (if applicable):
(d)
Nature of the threats:
(e)
Additional comments:
(Use additional paper if necessary)
Was a conscious effort made to recruit or provide equal opportunity for bids by minority or project area
subcontractors? Yes ❑ No ❑
Was a conscious effort made to recruit and hire project area lower -income residents?
Yes ❑ No ❑
Please submit statement.
8. We declare under penalty of perjury that the foregoing is true and correct.
Dated this day of , 20
All of the above statements as to experience, financial qualifications, and available plant and equipment are submitted
in conjunction with the proposal, as a part thereof, and the truthfulness and accuracy of the information is guaranteed
by the bidder.
Name of Company
M
Title:
Page 55 of 177
(OPTIONAL) SPECIALTY CONTRACTOR OR SUBCONTRACTOR STATEMENT OF
QUALIFICATIONS
(INSERT SPECIALTY CONTRACTOR OR SUBCONTRACTOR WORK)
As part of its Bid, Bidder shall submit this Statement of Qualifications for the Subcontractor that will perform the
{Insert specialty sub -contractor work), or for the Bidder itself, if Bidder will self -perform the (Insert specialty sub-
contractor work) Work. This information shall provide evidence to indicate successful experience in providing
(Insert specialty sub -contractor work) work comparable to that specified in the Project Drawings and
Specifications. Referenced qualifications shall demonstrate experience as a successful installer of (Insert
description of the work to be performed).
A Bid may be rejected as non -responsive if Bidder fails to provide this completed form with the Bid or submits this
form with inaccurate information.
Mandatory qualifications: (OPTION 1) Specialty Contractor (or Bidder, if self -performing) shall possess a valid
(Insert applicable license number for the specified specialty sub -contractor work) California Contractors
License at the time of the Bid Deadline and at all times during performance of the Work and shall establish that it
satisfactorily completed at least (insert number of projects) (__) projects as the installer of a minimum of {Insert
description of the work to be performed); each comparable in scope and complexity to this Project, within (insert
number of years) (, years prior to the Bid Deadline. Note: (If applicable, insert any special notes).
(OPTION 2) Specialty Contractor (or Bidder, if self -performing) shall possess a valid (Insert Applicable license
number for the specified specialty sub -contractor work) California Contractors License at the time of the Bid
Deadline and at all times during performance of the Work and shall establish that it satisfactorily completed at least
(insert number of projects) public contracts for construction of a new (insert type of project) in California; each
(staff choose (1) comparable in scope and complexity to this Project, or (2) description or work to be performed)
within (insert number of years) (� years prior to the Bid Deadline.
Specialty Contractor Name:
Project Manager / Foreman:
Phone No:
E-mail:
COMPARABLE PROJECTS (Provide (insert same # of projects as listed above)
1. Project Name:
Address:
Date Completed:
Reference / Contact Name:
Reference / Contact Phone No:
Description of work performed:
2. Project Name:
Address:
Page 56 of 177
Date Completed:
Reference / Contact Name:
Reference / Contact Phone No:
Description of work performed:
3. Project Name:
Address:
Date Completed:
Reference / Contact Name:
Reference / Contact Phone No:
Description of work performed:
4. Project Name:
Address:
Date Completed:
Reference / Contact Name:
Reference / Contact Phone No:
Description of work performed:
Page 57 of 177
STATE OF CALIFORNIA
COUNTY OF
CONTRACTOR'S AFFIDAVIT OF NON -COLLUSION
being first duly sworn, deposes and says:
That he/she is the (Title of office if a corporation, "sole owner," "Partner,"
or other proper title) of , (hereinafter called "Contractor")
who has submitted to the City of Vernon a Bid for the construction of the (INSERT PROJECT NAME);
2. That said Bid is genuine; that the same is not sham; that all statements of fact therein are true;
3. That said Bid is not made in the interest or behalf of any person, partnership, company, association,
organization, or corporation not named or disclosed;
4. That Contractor did not, directly or indirectly induce, solicit, agree, collude, conspire or contrive with
anyone else to submit a false or sham bid, to refrain from bidding, or withdraw his/her bid, to raise or fix
the Bid price of Contractor or of anyone else, or to raise or fix any overhead profit, or cost element of
Contractor's price or the price of anyone else; and did not attempt to induce action prejudicial to the
interests of the City of Vernon, or of any other Bidder, or anyone else interested in the proposed Contract;
5. That the Contractor has not in any manner sought by collusion to secure for himself an advantage over
any other Bidders or induce action prejudicial to the interests of the City of Vernon or of any other Bidder,
or anyone else interested in the proposed Contract;
6. That the Contractor has not accepted any bid from any Subcontractor or material supplier through any
bid depository, the bylaws, rules or regulations of which prohibit or prevent the Contractor from
considering any bid from any Subcontractor or material supplier, which is not processed through said bid
depository, or which prevent any Subcontractor or material supplier from bidding to any Contractor who
does not use the facilities of or accept bids from or through such bid depository;
Page 58 of 177
7. That the Contractor did not, directly or indirectly, submit the Contractor's Bid price or any breakdown
thereof, or the contents thereof, or divulge information or data relative thereto, to any corporation,
partnership, company, association, organization, bid depository, or to any member or agent thereof, or
to any individual or group of individuals, except to the City of Vernon, or to any person or persons who
have partnership or other financial interest with said Contractor in his/her business.
I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct.
Dated this day of
Contractor (Please Print)
Contractor's Signature
Title
at
MonthNear City State
CONTRACTOR'S SIGNATURE MUST BE NOTARIZED
Page 59 of 177
THE BIDDER'S INSURANCE COMPANY(S) OR INSURANCE AGENT MUST COMPLETE THIS FORM
AND
THE BIDDER MUST SUBMIT THIS CERTIFICATION WITH THE BID FORMS.
I, the undersigned (Please check one box) ❑ underwriter ❑ agent, certify that I and the Contractor listed below have
jointly reviewed the "Insurance Requirements" in these Bidding Documents and the Contract Documents. If the City of
Vernon ("City") awards the Contractor the Contract for this project, I will be able —within fourteen (14) calendar days
after the Contractor is notified of the Contract's award —to furnish the City with valid insurance forms (including one or
more insurance certificates and additional insured endorsements) that fully meet all of the Insurance Requirements.
Name of Insurance Company
Insurance Agent's Name (Printed)
(signature)
Address
Telephone Number
Contractor's Name
City
FAX Number
Date
Insurance Agent's Name
State Zip Code
Email Address
City Specification Number
Below State the Name of Insurance Company Providing Coverage:
DO NOT write "Will Provide," "To Be Determined," "When Required," or similar phrases.
Commercial General Liability
Workers' Compensation Liability
City Will Purchase Policy, if required
Builders Risk
Automobile Liability
Pollution Liability
[NOTE TO CONTRACTOR: See "Insurance Requirements" EXHIBIT 4 of the Contract for the requirement of obtaining
Pollution Liability Insurance.]
NOTE TO THE UNDERWRITER / AGENT: If the insurance forms that the Contractor submits to the City do not fully
comply with the Insurance Requirements, and/or if the Contractor fails to submit the forms within the 14-day time limit,
the City may: (1) declare the Contractor's Bid non -responsive, and (2) award the Contract to the next lowest responsible
Bidder.
Page 60 of 177
LIVING WAGE COMPLIANCE CERTIFICATION
This contract is subject to the City of Vernon's Living Wage Ordinance, Vernon Municipal Code Chapter 2,
Article XVIII ("Ordinance'). The Ordinance requires that service contractors providing labor or services to
the City by contract in excess of $25,000:
Pay no less than ten dollars and thirty cents ($10.30) per hour with medical benefits, or eleven
dollars and fifty-five cents ($11.55) per hour without medical benefits to all employees, as defined in
the Ordinance who, at any time, provide labor or delivery services to the City of Vernon. Additionally,
on July 1st of each year thereafter the Living Wage rate shall be adjusted by the change in the
Federal Bureau of Labor Statistics Consumer Price Index, for the Los Angeles area, for the most
recently available 12 month period. Accordingly, current City contractors will be required to adjust
wage rates no later than July 1st, to remain in compliance.
♦ Notify employees who spend any of their time providing labor or delivering services to the City of
Vernon who make less than twelve dollars ($12) per hour of their possible right to the federal Earned
Income Tax Credit (EITC) under § 32 of the Internal Revenue Code of 1954, 26 U.S.C. § 32, and
making available to such employees forms required to secure advance EITC payments.
♦ If there is a difference between the Vernon Living Wage rates and the California Prevailing wage
rates for the same classification of labor, the Contractor and subcontractor shall not pay less than the
highest wage rate for that classification.
The selected contractor will be required to show compliance with the Living Wage Ordinance by
submitting payroll records as requested by the City. Each record shall include the full name of each
employee performing labor or providing services under the contract; job classification; rate of pay and
benefit rate.
Provisions of the Living Wage Ordinance may be waived in a bona fide collective bargaining
agreement, but only if the waiver is explicitly set forth in clear and unambiguous terms. If this provision
applies, you must provide a copy of the collective bargaining agreement to the City.
I do hereby certify and declare under penalty of perjury that if awarded the contract for which this
bid/proposal is made. will comply with the
(Name of Company)
requirements of the Vernon Living Wage Ordinance, Vernon Municipal Code Chapter 2 Article XVIII and
the rules and regulations promulgated thereunder. I understand that failure to comply with the
provisions of the Vernon Living Wage Ordinance may result in termination of the contract as well as other
penalties as stated in Vernon Municipal Code Chapter 2 Article XVIII.
(Name) (Title)
(Signature) (Date)
Please return this form with your bid/proposal. Questions concerning the Living Wage Ordinance should be
directed to the Department of Finance — Purchasing Division 323.583.8811.
Page 61 of 177
CERTIFICATE OF EQUAL OPPORTUNITY PRACTICES
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
(323) 583-8811 Fax (323) 826-1435
Internet: www.cityofvernon.org
Article I. Affidavit of Equal Opportunity Employment &
Non -segregation (Form AA-1)
Article H. Vendor List Questionnaire (Forms AA-2 &3)
In order to be placed to the City's vendor list and be eligible to receive City business, you must
provide the following information except where indicated as "optional." By submitting this form
you are declaring under penalty of perjury under the laws of the State of California and the laws
of the United States that the information is true and correct. Furthermore, you are certifying that
your firm will adhere to equal opportunity employment practices to assure that applicants and
employees are not discriminated against because of their race, religion, color, national origin,
ancestry, disability, sex or age. And, your firm does not and will not maintain or provide for its
employees any segregated facilities at any of its establishments, and that it does not and will not
permit its employees to perform their services at any location, under its control, where segregated
facilities are maintained.
Name of Company: _
Business Telephone:
Address:
City:
Contact Person
Fax Number:
State: Zip
Tax ID Number (or Social Security Number)
Remit Address (if different)
E-mail Address
(optional)
(optional)
Please state clearly and concisely the type(s) of goods and services your company provides:
The following section is OPTIONAL and is for statistical reporting purposes only. Ownership
(please check all that apply):
African -American Asian Armenian Hispanic Native American
Disabled Female
Page 62 of 177
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STANDARD FORM OF
CONSTRUCTION CONTRACT BETWEEN
CITY AND CONTRACTOR
This Agreement is made and entered into at Vernon, California this _ day of 20 _, by
and between the CITY OF VERNON, a chartered municipal corporation (hereinafter "City") and , a
[Insert State of Incorporation] corporation (hereinafter "Contractor"), for construction of (INSERT PROJECT NAME).
THE PARTIES HERETO AGREE AS FOLLOWS:
1. CONTRACT DOCUMENTS
The "Contract Documents" except for modifications issued after execution of this Agreement, shall consist of the
following documents which are either attached hereto as exhibits or are incorporated into this Agreement by this
reference, with the same force and effect as if set forth at length herein:
A. Governmental Approvals including, but not limited to, permits required for the Work
B. This Agreement
C. Exhibit A— General Conditions
D. Exhibit 1 —Performance Bond
E. Exhibit B — Special Provisions Specific for this Project
F. Exhibit C — Living Wage Provisions
G. Exhibit D — Equal Employment Opportunity Practices Provisions
H. Notice Inviting Bids;
I. Instructions to Bidders;
J. Bid Forms;
K. Designation of Subcontractors; and
L. Bidding Addenda Nos.
2. REFERENCE DOCUMENTS
The following Reference Documents are not considered Contract Documents and were provided to the Contractor for
informational purposes. Contractor may rely upon the technical data contained in such documents but not upon non-
technical data, interpretations, opinions or provisional statements contained therein:
Page 65 of 177
A. Geotechnical Reports dated ;
B. Sewer Utility Plans
C. (List additional documents)
3. SCOPE OF WORK
Within the Contract Time and for the stated Contract Sum, subject to adjustments thereto, and pursuant to the Contract
Documents, the Contractor shall perform and provide all necessary: labor; services; supervision; materials; tools;
equipment; apparatus; facilities; supplies; tools; permits, inspections, plan checks, and similar Governmental
Approvals; temporary utilities; utility connections; and transportation necessary to complete the Work in strict conformity
with the Contract Documents for:
[INSERT PROJECT NAME]
Specification No. XXXX
4. TIME FOR PERFORMANCE
Contract Time. Contractor shall achieve Substantial Completion of the Work within calendar days
from the Date of Commencement established in City's written Notice to Proceed ("Contract Time"), subject to
adjustment in accordance with the Contract Documents. Contractor shall achieve Final Completion of the Work, within
the time established by the Certificate of Substantial Completion issued by the City. The Contract Time may only be
adjusted as permitted by this Construction Contract and the General Conditions.
Time is of the essence of this Agreement. Except when the Contract Documents state otherwise, time is of
the essence in the performance of the Work. Contractor acknowledges that the time limits and deadlines set forth in
the Contract Documents are reasonable for Contractor to perform and complete the Work.
Liquidated Damages. If Contractor fails to achieve Substantial Completion of the entire Work within the
Contract Time for Substantial Completion, Contractor shall pay City as liquidated damages the amount of
($ ) per day for each calendar day occurring after the expiration of the Contract
Time for Substantial Completion until Contractor achieves Substantial Completion of the entire Work, as required by
Article 3 of the General Conditions of Contract.
Contractor Initial here:
Page 66 of 177
5. CONTRACT SUM
In consideration of the Contractor's full, complete, timely, and faithful performance of the Work required by the
Contract Documents, City shall pay Contractor the sum of dollars/no cents
($ ), payable as set forth in the General Conditions ("Contract Sum"). (Optional: The actual direct
cost of all Permit Fees is excluded from the Contract Sum, however Contractor's cost of administration and
coordination of all Governmental Approvals and Utility Fees is included in the Contract Sum.)
6. (Optional: PERMIT FEE REIMBURSEMENT
In accordance with Paragraph 1.03 of the General Conditions, the City shall reimburse Contractor for
the documented actual direct cost of Permit Fees, without Allowable Mark-up, in addition to payment of the Contract
Sum.)
IN WITNESS WHEREOF, the parties have caused this Contract to be executed the date and year first
above written.
Executed at
[Contractor's Corporate Seal]
CITY OF VERNON:
By:
Name:
Title:
Date:
ATTEST:
By:
Name:
Title:
California.
[Contractor]:
By:
Printed Name:
Title:
Date:
An Authorized Signatory
APPROVED AS TO FORM:
By: _
Name:
Title:
CONTRACTOR'S SIGNATURE MUST BE NOTARIZED
Page 67 of 177
EXHIBIT
GENERAL CONDITIONS
ARTICLE 1 - PRELIMINARY PROVISIONS
1.01 DEFINITIONS
The following words shall have the following meanings:
A. Allowance. A line item cost estimate established by the City to be carried in the Base Bid sum, Contract
Sum, and Schedule of Values for Payment for a particular item of Work, which cannot be sufficiently
defined so as to allow the Contractor to adequately determine fair value before the Bid Deadline.
Allowances include estimated amounts established by the City for certain construction elements that
have not yet been fully designed or authorized for inclusion in the Work or to permit deferred approval
or selection of actual materials and equipment to a later date when additional information is available
for evaluation.
B. As-Builts. The documents prepared by Contractor showing the condition of the Work as actually
built, including, without limitation, all changes and the exact locations of all mechanical, electrical,
plumbing, HVAC or other portions of the Work that are shown diagrammatically in the Contract
Documents.
C. Base Bid. The total sum stated in the Bid Form for which the Bidder offers to perform Work described
in the Contract Documents as the base Contract Work (e.g. not designated as part of a Bid Alternate).
D. Bid. A complete and properly executed offer by the Bidder on City -prescribed forms to perform the
Work for the prices stated in response to the Notice Inviting Bids.
E. Bid Alternate. An item of Work described in the Contract Documents as an Alternate Bid that will be
added to or deducted from the Base Bid and the Contractor's responsibility only if the City accepts
the Bid Alternate.
F. Bid Forms: The City -prescribed forms which the Bidder shall complete and use to submit a Bid. The
Bid Forms include: (1) Bidder's Proposal; (2) Schedule of Bid Prices; (3) Incumbency Certificate; (4)
Bid Bond; (5) Bidder's Statement of Qualifications; (6) Experience Form; (7) Trades Experience
Form; (8) Contractor Safety Questionnaire; (9) Designation of Subcontractors; (10) Affidavit of Non -
Collusion; (11) Insurance Requirements Affidavit; and (12) forms included in the Specification
required by the type of project funding (e.g. federal, ARRA, HUD, etc.).
G. Bidder. The individual, partnership, firm, corporation, joint venture or other legal entity submitting a bid
on these Contract Documents or any part thereof.
H. Bidding Documents. Bidding Documents include the Bidding Requirements and the proposed Contract
Documents. The Bidding Requirements consist of: (1) Notice Inviting Bids; (2) Instructions to Bidders;
and (3) Bid Forms. The proposed Contract Documents consist of: (1) the Bidding Requirements; (2)
the Construction Contract Between City and Contractor; (3) the Conditions of the Contract (General,
Supplementary, and Special, if applicable); (4) all Exhibits to the Contract; (5) the Drawings; (6) the
Specifications; (7) all Addenda issued prior to the execution of the Construction Contract; (8) all
Modifications issued after the execution of the Construction Contract; and (9) Governmental Approvals,
if any, including but not limited to, permits.
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Change Order, A Change Order is a written document prepared by the City reflecting the agreement
between the City and Contractor for: a change in the terms or conditions of the Contract, if any; a
specific Scope Change in the Work; the amount of the adjustment, if any, in the Contract Sum; and
the extent of the adjustment, if any, in the Contract Time.
Change Order Request (COR). A Change Order Request is a written document originated by the
Contractor, which describes an instruction issued by the City after the effective date of the Contract,
which Contractor believes to be a scope change that may result in changes to the Contract Sum or
Contract Time or, which describes the need for or desirability of a change in the Work proposed by
Contractor.
K. City or Owner. The City of Vernon, California, acting through its City Council or other City officials
authorized to act for the City, acting in its proprietary rather than regulatory capacity in connection with
the Project.
L. Construction Change Directive. A written order prepared and signed by the City directing a change in
Work prior to agreement on adjustment, if any, in the Contract Sum or Contract Time, or both.
M. Contract Documents. The Contract Documents are enumerated in the Construction Contract
between City and Contractor and consist of: (1) the Bidding Requirements; (2) the Construction
Contract; (3) the Conditions of the Contract (General, Supplementary, and Special, if applicable); (4)
all Exhibits to the Contract; (5) the Drawings; (6) the Specifications; (7) all Addenda issued prior to the
execution of the Contract; (8) all Modifications issued after the execution of the Contract; and (9)
Governmental Approvals, including, but not limited to, permits. The intent of the Contract Documents
is to include all items necessary for the proper execution and completion of the Work by the
Contractor. The Contract Documents are complementary, and what is required by one shall be as
binding as if required by all; performance by the Contractor shall be required to the extent consistent
with the Contract Documents and reasonably inferable from them as being necessary to produce the
indicated results.
N. Contract. The Contract Documents form the Contract for Construction. The Contract Represents
the entire and integrated agreement between the parties hereto and supersedes prior negotiations,
representations, or agreements, either written or oral. The Contract may be amended or modified
on by a Modification. The Contract Documents shall not be construed to create a contractual
relationship of any kind between any persons or entities other than the Owner and the Contractor.
There shall be no third party beneficiaries of the Contract Documents.
0. Contract Sum. The total amount of compensation stated in the Construction Contract that is payable
to Contractor for the complete performance of the Work in accordance with the Contract Documents.
P. Contract Time. The total number of days set forth in the Construction Contact within which
Substantial Completion of the Work must be achieved beginning with the Date of Commencement
established in the Notice to Proceed, subject to adjustments in accordance with the terms of the
Contract Documents. The Contract Time for Contractor's performance of the Work is measured in
calendar days (not work days).
Q. Contractor. The individual, partnership, firm, corporation, joint venture or other legal entity with whom
the Contract is made by City, or the agent or legal representative who may be appointed to represent
such individual, partnership, firm, corporation, joint venture or other legal entity in the execution of the
Contract as general contractor for construction of the Work.
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R. Correction Period. Correction Period is synonymous with the terms of the correction guarantee period
used in the Contract Documents.
S. Date of Commencement. The date for commencement of the Work fixed by City in a Notice to
Proceed to Contractor.
T. Day. The terms "day" or "days" mean calendar days unless otherwise specifically designated in the
Contract Documents. The term "Work Day" or "Working Day" shall mean any calendar day except
Saturdays, Sundays and City -recognized legal holidays. City Holidays are as follows:
1. January 1st - New Year's Day
2. The 3rd Monday in January — Martin Luther King, Jr. Day
3. The 3rd Monday in February — Presidents Day
4. March 31 st — Cesar Chavez Day
5. The last Monday in May — Memorial Day
6. July 4th — Independence Day
7. The first Monday in September— Labor Day
8. The second Monday in October— Columbus Day
9. November 11th —Veterans Day
10. The 4th Thursday in November — Thanksgiving Day
11. December 24th — Christmas Eve
12. December 25th — Christmas Day
13. December 31 st — New Year's Eve
U. Director. The Director of the [Insert Department] of the City of Vernon or his/her duly appointed
representative.
V. Drawings. The Drawings are the graphic and pictorial portions of the Contract Documents showing the
design, location, and dimensions of the Work, generally including plans, elevations, sections, details,
schedules, and diagrams.
W. Extra Work. New or unforeseen work will be classified as Extra Work when determined by the City
that the work is not described in, or reasonably inferable from, the Contract Documents, the work is
not covered by any Bid line item or Allowance, and the work causes Contractor to incur additional
and unforeseen costs.
X. Field Directive. See, "Work Directive."
Y. Final Completion. Final Completion is the stage of performance of the Work when (1) all Work
required by the Contract Documents has been fully completed in compliance with the Contract
Documents and all applicable laws including, but not limited to, correction or completion of all punch
list items noted by City upon Substantial Completion; (2) Contractor has delivered to City an
Application for Final Payment and all closeout documentation required by the Contract Documents;
and (3) documentation of all final Governmental Approvals has been submitted to City including, but
not limited to a final Certificate of Occupancy or equivalent Building Department sign -off has been
issued covering the entire Project site without exception or conditions.
Z. Force Majeure. "Force Majeure" includes but is not limited to declared or undeclared war, sabotage,
insurrection, riot, or other acts of civil disobedience, labor disputes, fires, explosions, floods,
earthquakes or other acts of God.
AA. Fragnet. The sequence of new activities that are proposed to be added to an existing schedule.
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BB. Governmental Approval. Any approval, authorization, inspection, certification, consent, exemption,
filing, permit, registration, plan check, ruling or similar authorization required by any federal, state or
local law, regulation or procedures in order for Contractor to perform the Work.
CC. Guarantee. Assurance to City by Contractor or product manufacturer or other specified party, as
guarantor, that the specified warranty will be fulfilled by the guarantor in the event of default by the
warrantor.
DD. Modification. A Modification is: (1) a written amendment to Contract signed by both parties; (2) a
Change Order; or (3) a Construction Change Directive.
EE. Notice to Proceed. The Notice to Proceed is a document issued by the City fixing the date for
Commencement for the Work.
FF. Parties. The City and Contractor may be referred to in the Contract Documents from time to time as
the Parties.
GG. Permit Fees. [OPTION #1] The actual direct costs paid by Contractor for Governmental Approvals and
Utility Fees. [OPTION #2] Governmental Approvals and Utility Fees as required by any agency to be
paid by the City of Vernon.
HH. {If applicable) Permit Fees Reimbursement. A payment made to the Contractor by the City in addition
to the Contract Sum to compensate Contractor for the actual direct cost of all Permit Fees.
Project. The Project is the total construction of which the Work performed under the Contract
Documents may be the whole or a part and which may include construction by the City or by separate
contractors.
JJ. Project Manual/Contract Package. The volumes of Contract Documents and reference documents
assembled for the Work made available to Bidders.
KK. Record Documents. The Drawings, Specifications, addenda, requests for information, bulletins,
Change Orders and other modifications to the Contract Documents, approved shop drawings,
product data, samples, mock-ups, permits, inspection reports, test results, daily logs, schedules,
subcontracts, and purchase orders. Records Documents shall include a set of "As -Built" Drawings
and Specifications, which shall be continuously updated during the prosecution of the Work.
LL. Site. The physical area designated in the Contract Documents for Contractor's performance of the
Work.
MM. Specifications. The Specifications are the volume(s) assembled for the Work that includes, without
limitation, the Bidding Documents, the Construction Contract and Exhibits, the General Conditions,
Supplementary and/or Special Conditions, if any, the "GREENBOOK" STANDARD
SPECIFICATIONS FOR PUBLIC WORKS CONSTRUCTION (2012 Edition), the Standard Plans for
Public Works Construction (2009 Edition), State of California, Department of Transportation
Standard Plans and Standard Specifications (2010 Edition), and the City of Vernon Standard Plans.
NN. Specifications. The Specifications are that portion of the Contract Documents consisting of the
written requirements for materials, equipment, systems, standards, and workmanship for the Work
and performance of related services, including, but not limited to, the Project Technical
Specifications, Standard Specifications, if any, and any applicable Trade Association Specifications.
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00. Substantial Completion. Substantial Completion is defined to mean the stage in the progress of the
Work when the Work is sufficiently complete in accordance with the Contract Documents as
determined by the City so that the City can occupy and utilize the Work for its intended use and as
further defined in the Contract Documents.
PP. Unilateral Change Order. See "Work Directive."
QQ. Utility Fees. The fees charged by any public, private, cooperative, municipal and/or government line,
facility or system used for the carriage, transmission and/or distribution of cable television, electric
power, telephone, water, gas, oil, petroleum, steam, chemicals, sewage, storm water or similar
commodity including, but not limited to fees for temporary utilities and refuse hauling.
RR. Warranty. Assurance to City by contractor, installer, supplier, manufacturer or other party responsible
as warrantor, for the quantity, quality, performance and other representations of a product, system
service of the Work.
SS. Work. The term "Work" means the construction and other services required by, and reasonably
inferable from the Contract Documents, whether completed or partially completed, and includes all
other labor, materials, equipment, and services provided or to be provided by the Contractor to fulfill
the Contractor's obligations, The Work may constitute the whole or a part of the Project.
TT. Work Directive. A Work Directive is a unilateral written order issued by the City directing Contractor
to continue performance of the Work or to perform a disputed change in the Work prior to agreement
or adjustment, if any, in the Contract Sum, Contract Time, or both.
1.02 REPRESENTATIVES
A. The Director shall be the representative of the City and, except as otherwise expressly provided
herein, shall make all decisions and interpretations to be made by the City under the provisions of the
Contract Documents.
B. The Contractor shall at all times be represented on the Work in person or by a duly designated agent.
Instructions and information given by the Director to the Contractor's agent on the Work shall be
considered as having been given to the Contractor.
1.03 PERMITS, INSPECTIONS, PLAN CHECKS, AND SIMILAR GOVERNMENTAL APPROVALS AND
UTILITIES
A. [OPTION #1] Except as otherwise provided in the Notice Inviting Bids, the Contractor shall apply for,
obtain, and pay for all permits including, but not limited to, building or structure permits, plumbing
system permits, mechanical system permits, electrical system permits, structural system permits,
demolition permits, excavation permits, street use permits, driveway permits, sidewalk, curb, sewer,
gutter, crosswalk, paving or other street work grading permits, street/utility use permits, OSHA permits,
fire sprinkler permits, fence permits, blasting permits, landscaping/irrigation permits, and permits to
demolish, remove, or make major alterations to any designated historic resource; inspections; and plan
checks obtained after the Date of Commencement of the Work. The Notice Inviting Bids contains a list
of permits and other Governmental Approvals and Utility Fees obtained and paid for by the City prior to
the Date of Commencement; Contractor is responsible for obtaining all Governmental Approvals and
Utility Fees not listed in the Notice Inviting Bids.
[OPTION #2] City of Vernon shall obtain all Governmental Approvals and Utility Fees required for the
construction of the project.
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B. [OPTION #1] The City will reimburse Contractor monthly for the documented actual direct cost paid to
governmental agencies or utilities for all Permit Fees according to the payment provisions of the
Contract Documents after submission to the City of the Contractor's and/or Subcontractors' original
receipts from the governmental entities or utilities ("Permit Fee Reimbursement"). Contractor shall
deliver the original receipt to the City's Project Manager with each permit. All Permit Fees shall be
separately itemized in each Application for Payment and copies of the receipt(s) and permit(s) must be
attached. The Base Bid sum / Contract Sum shall include the cost of administration and coordination
for all Governmental Approvals and Utility Fees.
[OPTION #2] {If applicable) Contractor shall obtain a no -fee encroachment permit from the City of
Vernon's Public Work, Water and Development Services Department.
C. All documents evidencing Contractor's satisfaction with all Governmental Approvals and Utility Fees
must be submitted to the City prior to submission of the Application for Final Payment.
D. Where requirements of the Governmental Approvals differ from those of the Drawings and
Specifications, the more stringent requirements shall apply.
E. [OPTION #1] Unless otherwise specified in the Contract Documents, Contractor shall be responsible
for payments of all Utility Fees from the Date of Commencement until City's Final Acceptance of the
Work.
1.04 LICENSES
The Contractor shall apply for, obtain, and pay for all licenses required by governing authorities for the Work.
{If applicable) Contractor shall apply and pay for a City of Vernon business license.
1.05 ALLOWANCES
A. Contractor shall include in the Contract Sum and Schedule of Values for Payment, the City's estimated
cost established for each Work item covered by an Allowance stated in the Contract Documents. See
Paragraph 1.01 for definition of Allowance.
B. The line item cost estimate established by the City for Work covered by an Allowance includes the cost
to Contractor of: all materials and equipment, preparation of submittals; labor; transportation; delivery;
handling; installation; supervision; overhead; profit; licenses; bonds; insurance; all sales, use and other
taxes legally chargeable; and all other costs and expenses incidental to such Work.
C. Work items covered by Allowances shall be supplied with such materials and equipment and for such
prices approved in advance by City. Contractor shall notify and request City's approval of material
equipment, and pricing information for Work covered by an Allowance before ordering the material or
equipment and in sufficient time to avoid delay to the Work. City shall provide approval of materials,
equipment, and prices with reasonable promptness. The material, equipment, and pricing information
submitted by the Contractor to the City's Project Manager shall, at a minimum, include product data
and detailed costs of material, equipment, and labor to complete such Work, itemized by costs incurred
by Contractor and each subcontractor associated with the performance of such Work. Contractor shall
not order materials or equipment or proceed with Work covered by an Allowance until the material,
equipment, and pricing information for such Work items have been submitted to the City's Project
Representative for review and the Contractor has received City's approval to proceed with a Work item
covered by an Allowance.
D. All expenditures for Allowance Work shall be separately itemized in each Application for Payment.
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To the extent that the cost of Work items covered by an Allowance is less than the Allowance cost
estimate established by the City, the Contact Sum shall be reduced by Change Order or Construction
Change Directive to reflect the actual cost of the Allowance item. Similarly, to the extent the cost of
Work items covered by an Allowance is greater than the Allowance cost estimate, the Contract Sum
shall be increased by Change Order or Construction Change Directive to reflect the actual cost of the
Allowance item. If Work items covered by an Allowance are not performed or the City deletes such
items from the Scope of Work, the Contract Sum shall be reduced by Change Order or Construction
Change Directive to deduct the Cost of the unused Allowance item.
1.06 WAIVER
A waiver by City 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.
1.07 DATA TO BE FURNISHED BY THE CONTRACTOR
The Contractor shall furnish the Director with such information as the Director may desire respecting the
character of the materials and the progress and manner of the Work, including all information necessary to
determine the Contractor's costs, such as the number of persons employed, their pay, the time during which
they worked on the various classes of construction, and other pertinent data.
1.08 CONTRACT DRAWINGS
The City will accept no responsibility for errors resulting from misinterpretation or scaling of the Drawings.
1.09 SPECIFICATIONS AND DRAWINGS
A. The Contractor shall keep on the Work Site a copy of all Specifications, Drawings, and Change
Orders pertaining to the Work and shall at all times give the Director access thereto. Anything
mentioned in the Specifications and not shown on the Drawings or shown on the Drawings and not
mentioned in the Specifications shall be of like effect as though shown or mentioned in both.
B. In general, the Drawings will show dimensions, positions, and kind of construction; and the
Specifications will define materials, quality, and standards. Any Work not particularly detailed,
marked or specified, shall be the same as similar parts that are detailed, marked or specified.
C. The Drawings shall not be scaled to determine dimensions, and in all cases shall be calculated from
figures shown on the Drawings. Any discrepancies between scale and figured dimensions, not
marked "not to scale," must be brought to the Director's attention before proceeding with the Work
affected by the discrepancy.
D. Omissions from the Drawings and/or Specifications shall not relieve the Contractor from the
responsibility of furnishing, making, or installing all items required by law or code, or usually
furnished, made or installed in a project of the scope and general character indicated by the Drawings
and Specifications.
E. For convenience, the Drawings and Specifications may be arranged in various trade subparagraphs,
but such segregation shall not be considered as limiting the Work of any subcontract or trade. The
Contractor shall be solely responsible for all subcontract arrangements of the Work regardless of the
location or provision in the Drawings and Specifications.
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F. The City will furnish free of charge to the Contractor, a maximum of six (6) sets of Contract Drawings
and Specifications. The Contractor shall pay for the costs of any additional sets or portions thereof.
The Contractor shall be responsible to see that all sets are the same as the up-to-date approved set.
1.10 PRECEDENCE OF CONTRACT DOCUMENTS
A. In the event of conflict between any of the Contract Documents, the provisions placing a more
stringent requirement on the Contractor shall prevail. The Contractor shall provide the better
quality or greater quantity of Work and/or materials unless otherwise directed by City in writing. In
the event none of the Contract Documents place a more stringent requirement or greater burden
on the Contractor, the controlling provision shall be that which is found in the document with higher
precedence in accordance with the following order of precedence:
1. Governmental Approvals including, but not limited to, permits required for the Work
2. Modifications issued after execution of the Contract (including modifications to Drawings
and Specifications)
3. The Contract, including all exhibits, attachments, appendices and Addenda, with later
Addenda having precedence over earlier Addenda
4. Special Conditions, if any
5. General Conditions
6. Specifications
7. Drawings
8. Bidding Requirements
B. With reference to the Drawings, the order of precedence is as follows:
1. Change Order Drawings
2. Addenda Drawings
3. Contract Drawings
4. Project Drawings
5. Standard Drawings
6. Detail Drawings
7. General Drawings
8. Figures
9. Scaled dimensions
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1.12
C. Within the Specifications, the order of precedence is as follows:
Change Orders
2. Special Conditions
3. Project Technical Specifications
4. Standard Specifications, if any
5. Applicable Trade Association Specifications
NOTICE OF CONFLICTS
If the Contractor, in the course of the Work, becomes aware of any claimed conflicts, errors or omissions in
the Contract Documents or in the City's fieldwork or work of City's separate contractors, the Contractor shall
immediately notify the Director in writing. The Director shall promptly review the matter, and if the Director
finds a conflict, error or omission, the Director shall determine the corrective actions and advise the Contractor
accordingly. If the correction associated with a conflict, error or omission increases or decreases the amount
of Work called for in the Contract, the City shall issue an appropriate Change Order in accordance with the
Contract Documents. After discovery of an error or omission by the Contractor, any related additional work
performed by the Contractor shall be done at the Contractor's risk unless authorized by the Director.
REPORTS
A. Daily Construction Reports: The Contractor shall prepare a daily construction report recording the
following information concerning events at Project site:
1. List of Subcontractors at Project site.
2. List of other contractors at Project site.
3. Approximate count of personnel at Project site.
4. Equipment at Project site.
5. Material deliveries.
6. High and low temperatures and general weather conditions, including presence of rain or
snow.
7. Accidents.
8. Meetings and significant decisions.
9. Unusual events.
10. Stoppages, delays, shortages, and losses.
11. Meter readings and similar recordings.
12. Emergency procedures.
13. Orders and requests of authorities having jurisdiction.
14. Change Orders received and implemented.
15. Construction Change Directives received and implemented.
16. Services connected and disconnected.
17. Equipment or system tests and startups.
18. Partial completions and occupancies.
19. Substantial Completions authorized.
20. List of visitors to Project Site.
21. List of personnel at Project Site including names and job classifications.
22. Description of Work for the day including locations, quantities and related bid items.
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Immediately upon discovery of a difference between field conditions and the Contract Documents, the
Contractor shall prepare and submit a detailed report through a Request for Information (RFI). Include a
detailed description of the differing conditions, together with recommendations for a remedy.
The Daily Construction Report must be: signed by Contractor's Superintendent, submitted within 24 hours
(next Working Day) to the Director, and shall be made available to others as directed by City.
1.13 LINES, GRADES, AND MEASUREMENTS
A. All lines and grades will be established by the Contractor. The Contractors shall carefully preserve all
survey stakes and reference points as far as possible. Should any stakes or points be removed or
destroyed unnecessarily by any act of the Contractor or his/her employees, they must be reset to the
satisfaction of the Director, at the Contractor's expense.
B. The Contractor shall inform the Director 48 hours (two Work Days) in advance of the times and places
at which he/she intends to Work in order that inspection may be provided, and that necessary
measurements for records and payments may be made with minimum inconvenience.
C. No direct payment will be made for the cost to the Contractor of any of the Work or delay occasioned
by giving lines and grades, by making other necessary measurements, or by inspection.
1.14 RIGHT OF WAY
A. The site for the installation of equipment or the right of way for the Work to be constructed under this
Contract will be provided by the City.
B. The City will provide the appropriate rights of way and property for pipelines and structures. Upon
approval by the Director, the Contractor may, without cost, use portions of any of the City's rights of
way or property which may be suitable for working space and for storage of equipment and
materials. The Contractor will be held responsible for any damage to structures, streets, and roads,
trees and landscaping, and for any damage that may result from his/her use of City property.
C. In case areas additional to those available on the City's rights of way or property are required by the
Contractor for his/her operations, he/she shall make arrangements with the property owners for the use
of such additional areas at his/her own expense.
1.15 CONTRACTOR'S OPERATIONS/STORAGE YARD
In the event the Contractor requires space for the storage and/or staging of construction materials, supplies,
equipment, stockpiling of debris, or any other needs required for construction operations, he/she shall acquire at
his/her own expense such areas as he/she may desire. For properties within the City of Vernon, the staging
area must be enclosed at Contractor's expense with construction fencing covered with a mesh screen to limit
visibility to the site. Private property used for storage of construction material or debris shall be restored to a legal
condition with regard to appearance and maintenance upon conclusion of the project. Property should be graded
and free of weeds and debris when project is completed.
[END OF ARTICLE]
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ARTICLE 2 - PERFORMANCE OF THE WORK
2.01 PERFORMANCE OF WORK- GENERAL
Contractor shall, at its own cost and expense, furnish all necessary materials, labor, transportation, and
equipment for doing and performing said Work and the materials used shall comply with the requirements of the
Contract Documents. All Work shall be performed and completed as required in the Contract Documents, and
subject to the approval of the Director, or his/her designated assistant.
2.02 NO ASSIGNMENT OR DELEGATION
Contractor shall not assign or delegate the duties or obligations under this Contract or his/her interest therein in
whole or in part without the prior written consent of the City which may be withheld at the City's sole discretion.
2.03 STANDARD OF PERFORMANCE
Contractor agrees that all services performed hereunder shall be provided in a manner commensurate with the
highest professional standards and shall be performed by qualified and experienced personnel; that any Work
performed by Contractor under the Contract will be performed in the best manner; that any material furnished
shall be subject to the approval of the Director; and that both Work and materials will meet fully the requirements
of the Contract Documents. Any work deemed unacceptable by the Director, whether a cause is determined or
not shall be repaired or replaced by Contractor at Contractor's expense.
The Contractor shall be responsible for the final product and shall make any quality control, adjustments and
corrections necessary to obtain the final product accepted by the City Engineer. The Contractor shall perform
process and quality control sampling and testing and exercise management control the work of his/her
subcontractors, technicians and workers to ensure that the milling, transporting, recycling, spreading,
compaction, and finishing processes conform to these Specifications. The proficiency of testing laboratories
and sampling and testing personnel shall be reviewed and approved by the City Engineer prior to providing
services to the project. The City Engineer shall have unrestricted access to the laboratory, sampling, testing
sites, and all information resulting from mix design and quality control activities. All Quality Control testing
results shall be submitted to the City Engineer on a daily basis.
2.04 DEFECTIVE WORK
Within the time periods that the City specifies, the Contractor shall correct all deficient, improperly executed, or
unsatisfactory Work determined by the City.
The Contractor shall remove and shall repair or replace, at his/her own expense any part of the Work that is
deficient, improperly executed, or unsatisfactorily executed, even though it has been included in the monthly
estimates. If he/she refuses or neglects to remove, repair, or replace such defective Work, prior to the City's
acceptance of the Work, it may be replaced by the City at the expense of the Contractor, plus 15% for overhead
expenses, and his/her sureties shall be liable therefor. (See Paragraph 2.15 for curing defects after acceptance
of the Work.)
2.05 CITY'S RIGHT TO CARRY OUT THE WORK
A. Notwithstanding other remedies available to the City, if the Contractor defaults, fails to perform Work
required by the Contract Documents, or otherwise neglects to carry out the Work in accordance with
the Contract Documents and fails within a 48 hour period after receipt of written notice from the City to
commence and correct such default, failure to perform, or neglect with diligence and promptness, the
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City, at its sole discretion and without obligation, may, with its own or outside forces, perform the Work
Contractor has failed to perform and/or replace or correct deficiencies in the Work. In such case, a
Change Order or Construction Change Directive shall be issued deducting from payments then or
thereafter due to the Contractor the cost of completion, replacement or correction of such deficiencies,
including compensation for additional services by the City's project management staff, the Architect,
and their respective consultants made necessary by such default, failure to perform, or neglect, plus
15% for City's overhead expenses. If payments then or thereafter due the Contractor are not sufficient
to cover such amounts, the Contractor shall pay the difference to the City immediately. This remedy is
cumulative.
B. The City also has the right, but not the obligation, to self -perform or have outside forces perform portions
of the Work previously assigned to Contractor. In such case a Change Order or Construction Change
Directive shall be issued, reducing the Contract Sum by the Unit Price(s) applicable to such deleted
Work or, in the absence of Unit Prices, an amount that reflects the reasonable cost of performing such
deleted Work and the Allowable Mark -Up applicable to such deleted Work.
2.06 COMMUNICATIONS AND NOTICES REGARDING THE WORK
A. Notices under the Contract Documents shall be in writing and (a) delivered personally, (b) sent by
certified mail, return receipt requested, (c) sent by a recognized overnight mail or courier service,
with delivery receipt requested, or (d) sent by facsimile communication followed by a hard copy and
with receipt confirmed by telephone, to the following addresses (or to such other address as may
from time to time be specified in writing by such Person):
All correspondence with Contractor shall be sent to the following address:
Attention:
Phone:
Facsimile:
All communications shall be copied to City and shall be delivered to City's Director at the address
set forth below, with copies to such additional persons as may be directed by City's Director.
of Vernon
[Insert Department]
4305 Santa Fe Avenue
Vernon, CA 90058
Attention:
Phone:
Facsimile:
E-mail:
[INSERT PROJECT MANGER'S NAME]
B. Notices shall be deemed received when actually received in the office of the addressee (or by the
addressee if personally delivered) or when delivery is refused, as shown on the receipt of the U. S.
Postal Service, private carrier or other Person making the delivery. Notwithstanding the foregoing,
notices sent by facsimile after 4:00 p.m. Pacific Standard or Daylight Time (as applicable) and all
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other notices received after 5:00 p.m. shall be deemed received on the first business day following
delivery (that is, in order for a fax to be deemed received on the same day, at least the first page of
the fax must have been received before 4:00 p.m.). Any technical or other communications
pertaining to the Work shall be conducted by Contractor's Project Manager and technical
representatives designated by City. Contractor's representatives shall be available at all
reasonable times for consultation, and shall be authorized to act on behalf of Contractor in matters
concerning the Work.
C. Contractor shall copy City on all written correspondence pertaining to the Contract between
Contractor and any Person other than Contractor's Subcontractors, consultants and attorneys.
D. Notification of Affected Residents/Businesses — The Contractor shall be responsible for distribution of
the general information letter of the project to all affected residents and businesses. A project general
information letter and sufficient copies thereof will be prepared by City staff for Contractor distribution
to all residents, business establishments, and institutions fronting on or directly affected by the project.
The Contractor shall be responsible for distribution of said letter in handout form to all the appropriate
residences and buildings in the subject area. Distribution shall be accomplished in a manner
acceptable to the City Engineer and shall be five (5) working days prior to the beginning of construction
operations in the immediate vicinity. In addition to the above, the Contractor shall be fully responsible
for such other notifications as may be required related to necessary closures of streets, alleys,
driveways, etc., or to unavoidable access or parking restrictions. These notifications shall apply where
the closures and access or parking restrictions required in the performance of any work under this
contract preclude any resident, tenant, or property owner from utilizing the premises or conducting
business thereon in a reasonable and customary manner.
Additional notification to the affected businesses and residents shall be prepared by the City and
distributed by the Contractor for roadway and driveway closures five (5) working days in advance of
any construction work. No removal or excavation work is allowed until the additional notification has
been distributed to the affected residents and businesses.
If a Contractor is unable to adhere to his schedule as indicated on his written notification, then all the
affected residents and places of business shall be re -notified of the revised schedule, in writing, as
indicated above.
Contractor costs for all of the above notifications shall be considered as included in the appropriate
items of the Bid Proposal.
E. Notification of Utilities — The provisions of Section 5 entitled "Utilities" of the "Greenbook" Standard
Specifications shall apply. The Contractor shall contact the Underground Service Alert of Southern
California (U.S,A.) at least two working days in advance of the construction work
2.07 INDEPENDENT CONTRACTOR
The Contractor in the performance of the Work hereunder will be acting in an independent capacity and not
as an agent, employee, partner, or joint venture of the City.
2.08 EMERGENCY WORK
A. During Working Hours:
In case of an emergency which threatens loss or injury of property, and/or safety of life during working
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hours, the Contractor shall act, without previous instructions from the City, as the situation may
warrant. He/she shall notify the Director of the emergency and the action taken immediately
thereafter. Any compensation claimed by the Contractor, together with substantiating documents in
regard to expense, shall be submitted to the Director within 15 calendar days after the emergency.
Compensation, if allowed, will be paid for as Extra Work.
B. Outside of Working Hours:
Whenever, in the opinion of the City, there shall arise outside of the regular Working hours on the
Contract Work of an emergency nature which threatens loss or injury of property, or danger to public
safety, the Contractor shall act, without previous instructions from the City as the situation may
warrant. He/she shall notify the Director of the emergency and the action taken immediately
thereafter. Any compensation claimed by the Contractor, together with substantiating documents in
regard to expense, shall be submitted to the Director within 15 calendar days after the emergency.
Compensation, if allowed, will be paid for as Extra Work. In the event the Contractor is not able to
respond to an emergency outside of regular working hours, the City's forces will handle such
emergency Work. If such emergency arises out of or is the result of operations by the Contractor, the
cost of the corrective measures will be billed to the Contractor and deducted from his/her payment as
provided in the Contract Documents. The performance of emergency Work by City forces will not
relieve the Contractor of any of his/her responsibilities, obligations, or liabilities under the Contract.
2.09 SUBCONTRACTORS
A. Each subcontract shall contain a reference to the Contract between the City and the principal
Contractor, and the terms of the Contract and all parts thereof shall be made part of each subcontract
insofar as applicable to the Work covered thereby. If, in the Director's opinion, the Subcontractor fails
to comply with the requirements of the principal Contract insofar as the same may be applicable to the
Subcontractor's Work, the Director may disqualify the Subcontractor.
Nothing contained in these Contract Documents shall be construed as creating any contractual
relationship between any Subcontractor and the City.
C. The Contractor shall be considered the employer of the Subcontractors and shall be fully responsible
to the City for the acts and omissions of Subcontractors and of persons employed by them as the
Contractor is for the acts and omissions of persons directly employed by him/her.
D. The Contractor shall be responsible for the coordination of the trades, Subcontractors, and material
suppliers engaged upon the Work. It shall be the Contractor's duty to see that all of his/her
Subcontractors commence their Work at the proper time and carry it on with due diligence so that
they do not delay or injure either the Work or materials; and that all damage caused by them or their
workers is made good at his/her expense.
E. The City will not undertake to settle differences between the Contractor and his/her Subcontractors or
between subcontractors.
F. The Contractor shall utilize the services of specialty Subcontractors, without additional expense to the
City, on those parts of the Work which are specified to be performed by specialty contractors.
2.10 USE OF FACILITIES PRIOR TO COMPLETION OF CONTRACT
A. Whenever in the opinion of the Director any Work under the Contract, or any portion(s) thereof, is in a
condition suitable for use by the City, the City may, after written notice and designation from the
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Director to the Contractor, use (which includes, but is not limited to, taking over or placing into
service) any portion(s) designated by the Director.
B. The use of any portion(s) by the City shall not be construed as, and will not constitute acceptance in
any sense, of any portion(s) of the Work of the Contractor nor will such use trigger the running of any
warranty and/or guarantee periods.
C. All necessary repairs, renewals, changes, or modifications in the Work or any portion thereof so used,
not due to ordinary wear and tear, but due to defective materials or workmanship, the operations of
the Contractor, or any other cause, shall be made at the expense of the Contractor.
D. The use of any portion(s) by the City shall not relieve the Contractor of any of his/her responsibilities
or liabilities under the Contract nor constitute a waiver by the City of any of the conditions thereof.
Said use shall not cancel liquidated damages as of the first date of use, or any continuance thereof,
nor impair, reduce, or change the amount of liquidated damages.
2.11 COOPERATION WITH OTHER WORK FORCES
A. The City reserves the right to perform other Work at or near the site at any time by the use of its own
forces or other contractors.
B. Other contractors, other utilities and public agencies or their contractors, other City contractors, and
City personnel may be working in the vicinity during the project construction period. There may be
some interference between these activities and the Work under the Contract Documents. The
Contractor shall cooperate and coordinate his/her Work with that of other Work forces to assure
timely Contract completion.
2.12 AGREEMENTS WITH PROPERTY OWNERS
Agreements with property owners for storing excavated material, storing any other materials, or for any other
purpose related to the Work shall be made in writing and a copy submitted to the Director for his/her
information. All storage charges shall be at the Contractor's sole expense.
2.13 PROTECTION OF PROPERTY
All public and private property, pavement or improvement, shall be safely guarded from damage or loss in
connection with this Contract by the Contractor at all times. Should any facility, structure, or property be damaged
during operations of the Contractor, he/she shall immediately notify the property owners or authorities. All
damages and losses incurred shall be paid by the Contractor.
2.14 CONTRACTOR'S RESPONSIBILITIES FOR LOSSES OR LIABILITIES
A. Risk of Loss
Except as otherwise provided in the Contract Documents and except as to the cost of repair or
restoration of damage to the Work caused by force majeure, the Contractor shall bear all losses
resulting to him/her on account of the amount or character of the Work, or from any unforeseen
obstructions or difficulties which may be encountered, or from any encumbrances on the line of the
Work, or because the nature of the ground in or on which the Work is done is different from what is
assumed. The Contractor shall bear the risk for any City equipment, material, or supplies with which
he/she has been entrusted.
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Materials and Facilities
The Contractor shall be responsible for materials and facilities as hereinafter provided and in the
event of his/her failure to carry out said responsibilities, the same may be carried out by the City at the
expense of the Contractor:
1, The Contractor shall be responsible for any materials so furnished and for the care of all
Work until its completion and final acceptance, and he/she shall at his/her own expense
replace damaged or lost materials and repair damaged parts of the Work.
2. The Contractor shall protect City facilities from damage resulting from his/her Work. City
facilities damaged by, or as a result of, the Contractor's Work under this Contract shall be
repaired or replaced, as directed by the Director, at the Contractor's expense.
3. The Contractor shall remove from the vicinity of the completed Work all buildings, rubbish,
unused material, concrete forms, and other materials belonging or used under his/her
direction during construction. If Contractor fails to completely remove such items within a
reasonable time the City may do so at the Contractor's expense.
C. Laws and Regulations
The Contractor shall obey all laws, ordinances, and regulations in any manner affecting those
engaged or employed on the Work, or the materials used in the Work, or in any way affecting
the conduct of the Work, and of all court orders and decrees having any jurisdiction or authority
over the same. If any discrepancy or inconsistency should be discovered in this Contract, or in
the Drawings or Specifications herein referred to, in relation to any such law, ordinance,
regulation, order, or decree, he/she shall immediately report the same in writing to the Director.
2. Contractor shall, at all times, cause all his/her agents and employees to observe and comply with
all such applicable laws, ordinances, regulations, orders, and decrees in effect or which may
become effective before Final Completion of this Contract.
3. Nothing in the Contract Documents shall be construed to permit Work not conforming to such laws,
ordinances, and regulations. If the Contractor ascertains at any time that any requirement of this
Contract is at variance with such applicable law requirement, he/she shall immediately notify the
Director.
4. If such applicable law requirement was not in effect on the date of submission of bids, any
necessary adjustment of the Contract price shall be made as provided in Article 6 herein. If such
applicable law requirement was in effect on said date of bid submission, no adjustment of Contract
price will be considered.
5. The Contractor, at his/her own expense, shall pay all taxes properly assessed against his/her
equipment, materials, or property used or required in connection with the Work.
2.15 WARRANTY AND CORRECTIONS
A. Warranty
1. Warranty. The Contractor warrants to the City that: (i) materials and equipment furnished
under the Contract will be of good quality and new unless otherwise required or permitted by
the Contract Documents; (ii) the Work will be of good quality and free from defects; (iii) the
Work will conform to the requirements of the Contract Documents; and (iv) Contractor will
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deliver the Project free of stop notice claims. Work not conforming to these requirements,
including substitutions not accepted by the City, will be deemed defective. The Contractor's
warranty excludes improper or insufficient maintenance, improper operation, or normal wear
and tear and normal usage. If required by the City, the Contractor shall furnish satisfactory
evidence as to the kind and quality of materials and equipment. This warranty is not limited
by the correction obligation of Paragraph 2.04 herein.
2. Overlap. Where any warranties provided under the Contract Documents overlap, conflict, or
are duplicative, Contractor will be bound by the more stringent requirements.
3. Procurement and Assignment of Warranties: Contractor shall obtain in the name of City, or
transfer or assign to City or City's designee prior to the time of Final Completion of the Work,
any and all warranties or guarantees which Contractor is required to obtain pursuant to the
contract Documents and which Contractor obtained from any other person or entity other than
Contractor including, but not limited to, Subcontractors and manufacturers, and further agrees
to perform the Work in such a manner so as to preserve any and all such warranties.
Contractor shall secure written warranties from all Subcontractors. Contractor and its
Subcontractors shall offer any warranty upgrades or extensions that are offered by
manufacturers of any equipment or system installed in the Work to the City. Contractor shall
deliver to City all warranty and guarantee documents and policies.
Survival of Warranties: The provisions of this paragraph 2.15 will survive Contractor's
completion of the Work or termination of Contractor's performance of the Work.
B. Correction of Work
Before or After Final Completion. The Contractor shall promptly correct Work rejected by
the City or City's designee, as failing to conform to the requirements of the Contract
Documents, whether discovered before or after Final Completion and whether or not
fabricated, installed, or completed. Costs of correcting such rejected Work, including
additional testing, inspections, and compensation for the City's services and expenses
made necessary thereby, will be at the Contractor's expense within the Contract Price.
2. After Final Completion.
(a) In addition to the Contractor's warranty obligations under Paragraph 2.15-A, if,
within one (1) year after the date of Final Completion of the Work or within the time
period established by any applicable special warranty required by the Contract
Documents, any of the Work is found to be not in accordance with the
requirements of the Contract Documents, the Contractor shall commence
correction or replacement of such Work within forty-eight (48) hours after receipt
of written notice from the City to do so. The Contractor shall perform such
corrective work without charge or cost to the City after Final Completion of the
Work. The City shall give such notice promptly after discovery of the condition.
(b) If the Contractor fails to commence correction or replacement of non -conforming
Work within forty-eight (48) hours after receipt of written notice, the City will
proceed to have defects repaired or replaced at the expense of the Contractor and
its Performance Bond surety, plus fifteen percent (15%) for the City's overhead
and administrative expense. The City may charge such costs against any payment
due Contractor. If, in the opinion of the City, defective work creates a dangerous
or hazardous condition or requires immediate correction or attention to prevent
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further loss to the City or to prevent interruption of operations of the City, the City
may take immediate action, give notice, make such correction, or provide such
attention and the cost of such correction or attention will be charged against the
Contractor. Such action by the City will not relieve the Contractor of the warranties
provided in this Article or elsewhere in the Contract Documents.
3. Replacement or Removal of Defective or Unauthorized Work, The Contractor shall remove
from the Site and replace those portions of the Work which are not in accordance with the
requirements of the Contract Documents in a manner acceptable to and as ordered by the
Director. No compensation shall be allowed for such removal or replacement. Director
shall have authority to cause defective work to be remedied, removed or replaced and to
deduct the costs from monies due or to become due to the Contractor.
4. Destruction or Damage. In the event the Contractor destroys or damages any construction
of the City or another contractor while correcting or removing Work which is not in
accordance with the requirements of these Contract Documents, the Contractor shall bear
the cost of repairing or reconstructing that other construction as well.
5. No Limitation. Nothing contained in Paragraph 2.15-B will be construed to establish a
period of limitation with respect to other obligations which the Contractor might have under
the Contract Documents. Establishment of the one-year period for correction of Work as
described in Paragraph 2.15-13 relates only to the specific obligation of the Contractor to
correct the Work, and has no relationship to the limitations periods established by statute
for any construction defect or other causes of action.
2.16 CLEANING AND ENVIRONMENTAL CONTROLS
The Contractor, Subcontractors and employees shall comply with all litter and pollution laws and it shall be the
responsibility of the Contractor to ensure compliance. The Contractor shall do all of the following:
A. Maintain the Site free of waste materials, debris, and rubbish and in a clean and orderly condition;
and Remove waste materials, debris and rubbish from site and dispose off -site legally.
B. The Contractor shall maintain at his/her disposal any and all equipment necessary to prevent and
remediate any sanitary sewer overflow arising out of the Work. The Contractor shall furnish and operate
a self -loading motor sweeper with spray nozzles, as directed by the Director, to maintain the affected
areas in a condition of cleanliness acceptable to the City at all locations affected by the Contractor's
operations. For purposes of this Paragraph, the affected areas include the project Site as well as all
haul routes to and from the project Site and all areas of construction and restoration which have not
been completed.
C. The Contractor shall take appropriate action to ensure that no dust originates from the project Site.
D. Any equipment or vehicles driven and/or operated within or adjacent to a street gutter, storm drain,
runoff conveyance or ocean shall be checked and maintained daily to prevent leaks of materials that
if introduced to water could be deleterious to aquatic life.
E. No debris, soil, silt, sand, bark, trash, sawdust, rubbish, cement or concrete or washings thereof, oil or
petroleum products or other organic or earthen material from any construction, or associated activity or
whatever nature shall be allowed to enter into or placed where same may be washed by rainfall or
runoff into waters of the State. When operations are completed, any excess materials or debris shall
be removed from the Work area.
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2.17 WATER POLLUTION CONTROL
A. The Contractor shall meet all applicable City of Vernon, state and federal clean water laws, rules and
regulations including but not limited to all conditions set forth in the Vernon Municipal Code Chapter
21, Article 5 regarding stormwater and urban runoff controls as it relates to public agency activities
including, but not limited to storm and/or sanitary sewer system inspection and repair, street
sweeping, trash pick-up and disposal, and street and right-of-way construction and repair are
required to implement and maintain the activity specific Best Management Practices (BMPs) listed
in Table 2-1 below in compliance with the National Pollutant Discharge Elimination System (NPDES)
requirements. Contractor shall not discharge any water containing trash, debris, pollutants, fuels,
oils, soaps or other non -allowable constituents from its sweeping vehicles upon any city street, to
any storm drain or any non -permitted outlet. As part of its submission, contractor shall describe its
methods for preventing NPDES violations during sweeping operations within the City. In addition,
Contractor shall comply with all NPDES requirements at its maintenance facilities, storage yards and
company facilities. Failure to comply with this section may result in termination for cause by the City
of any contract resulting from this solicitation.
Table 2-1. BMPs for Public Agency Facilities and Activities
General and Activity Specific BMPs
General BMPs
Scheduling and Planning
Spill Prevention and Control
Sanitary/Septic Waste Management
Material Use
Safer Alternative Products
Vehicle/Equipment Cleaning, Fueling and Maintenance
Illicit Connection Detection, Reporting and Removal
Illegal Spill Discharge Control
Maintenance Facility Housekeeping Practices
Flexible Pavement
Asphalt Cement Crack and Joint Grinding/ Sealing
Asphalt Paving
Structural Pavement Failure (Digouts) Pavement Grinding and Paving
Emergency Pothole Repairs
Sealing Operations
Rigid Pavement
Portland Cement Crack and Joint Sealing
Mudjacking and Drilling
Concrete Slab and Spall Repair
Slope/Drains/Vegetation
Shoulder Grading
Nonlandscaped Chemical Vegetation Control
Nonlandscaped Mechanical Vegetation Control/Mowing
Nonlandscaped Tree and Shrub Pruning, Brush Chipping, Tree and Shrub
Removal
Fence Repair
Drainage Ditch and Channel Maintenance
Drain and Culvert Maintenance
Curb and Sidewalk Repair
Litter/ Debris/ Graffiti
Sweeping Operations
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Litter and Debris Removal
Emergency Response and Cleanup Practices
Graffiti Removal
Landscaping
Chemical Vegetation Control
Manual Vegetation Control
Landscaped Mechanical Vegetation Control/ Mowing
Landscaped Tree and Shrub Pruning, Brush Chipping, Tree and Shrub Removal
Irrigation Line Repairs
Irrigation (Watering), Potable and Nonpotable
Environmental
Storm Drain Stenciling
Roadside Slope Inspection
Roadside Stabilization
Stormwater Treatment Devices
Traction Sand Trap Devices
Bridges
Welding and Grinding
Sandblasting, Wet Blast with Sand Injection and Hydroblasting
Painting
Bridge Repairs
Other Structures
Pump Station Cleaning
Tube and Tunnel Maintenance and Repair
Tow Truck Operations
Toll Booth Lane Scrubbing Operations
Electrical
Sawcutting for Loop Installation
Traffic Guidance
Thermoplastic Striping and Marking
Paint Striping and Marking
Raised/ Recessed Pavement Marker Application and Removal
Sign Repair and Maintenance
Median Barrier and Guard Rail Repair
Emergency Vehicle Energy Attenuation Repair
Storm Maintenance
Minor Slides and Slipouts Cleanup/ Repair
Management and Support
Building and Grounds Maintenance
Storage of Hazardous Materials (Working Stock)
Material Storage Control (Hazardous Waste)
Outdoor Storage of Raw Materials
Vehicle and Equipment Fueling
Vehicle and Equipment Cleaning
Vehicle and Equipment Maintenance and Repair
Aboveground and Underground Tank Leak and Spill Control
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Water Quality Protection Requirements for Construction Projects with Less than One (1) Acre of
Disturbed Soil.
All construction projects, regardless of size, will be required to implement best management practices
(BMPs) necessary to reduce pollutants to the Maximum Extent Practicable (MEP) to meet the
minimum water quality protection requirements and implement all applicable set of BMPs as defined
in Table 2-2.
Table 2-2
Minimum Water Quality Protection Requirements and Applicable Set of BMPs for All Construction Projects
Category
Minimum Requirements
BMPs
1. Sediment Control
Sediments generated on the project site shall be retained
Sediment Control
using adequate Treatment Control or Structural BMPs.
2. Non-Stormwater
Construction -related materials, wastes, spills or residues
Stormwater
Management, Waste
shall be retained at the project site to avoid discharge to
Management; Waste
Management and
streets, drainage facilities, receiving waters, or adjacent
Management
Materials Pollution
properties by wind or runoff.
Control
Non -storm water runoff from equipment and vehicle washing
and any other activity shall be contained at the project sites.
3. Erosion Control
Erosion from slopes and channels shall be controlled by
Erosion Control
implementing an effective combination of BMPs, such as the
limiting of grading scheduled during the wet season;
inspecting graded areas during rain events; planting and
maintenance of vegetation on slopes; and covering erosion
susceptible slopes.
Please refer to the California Stormwater Quality Association's Construction Handbook (available on their website:
www.cabmphandbooks.com) for further information regarding the BMPs listed in Table 2-2.
All construction projects with Less than One (1) Acre of Disturbed Soil shall submit to the City a
signed Statement of Intent to Comply with Minimum Requirements of the Stormwater Permit (Exhibit
5).
The Contractor may self -certify that the following training was completed on an annual basis providing they
certify they have received all applicable training:
The Contractor shall train all of their employees in targeted positions (whose
interactions, jobs, and activities affect stormwater quality) on the requirements of
the overall stormwater management program.
• When the Work includes the use or have the potential to use pesticides or fertilizers,
the Contractor shall train all of their employees (whether or not they normally apply
pesticides or fertilizers as part of their work). Training programs shall address:
1) The potential for pesticide -related surface water toxicity
2) Proper use, handling, and disposal of pesticides
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3) Least toxic methods of pest prevention and control, including Integrated Pest
Management
4) Reduction of pesticide use
C. Water Quality Protection Requirements for Construction Projects with One (1) Acre (or greater) of
Disturbed Soil. In addition to the minimum BMPs required in Paragraphs A and B, all construction
projects where at least one (1) acre of soil will be disturbed, construction activity that results in land
surface disturbances of less than one acre if the activity is part of a larger common plan of development,
or the sale of one or more acres of disturbed land surface requires a Construction Activities Storm
Water General Permit (2009-0009-DWQ Permit).
Prior to commencement of construction activities, the Permit Registration Documents (PRDs) must be
submitted electronically in the Storm Water Multi -Application Report Tracking System (SMARTS)
(http://smarts.waterboards.ca.gov/smarts/faces/SwSmartsLogin.'sp). PRDs consist of the Notice
of Intent, Risk Assessment, Post -Construction Calculations, a Site Map, the Storm Water Pollution
Prevention Plan (SWPPP), a signed certification statement by the Legally Responsible Person (LRP),
and the first annual fee.
See: http://www.swrcb.ca.gov/water issues/programs/stormwater/construction.shtml for more
information. A Waste Discharger Identification (WDID) will be emailed to the LRP after the PRDs have
been submitted and are deemed complete. Construction activities cannot begin until a WDID is issued
by the State Water Resources Control Board. Contractor shall bear the costs of any delays to the
Project caused by a delay in obtaining its WDID.
The SWPPP shall include:
1. The name, location, period of construction, and a brief description of the project;
2. Contact information for the owner and contractor;
3. The building permit number for the project;
4. The grading permit number for the project (where applicable);
5. A list of major construction materials, wastes, and activities at the project site;
6. A list of best management practices to be used to control pollutant discharges from major
construction materials, wastes, and activities;
7. A site plan (construction plans may be used) indicating the selection of BMPs and their
location where appropriate;
8. Non -storm water discharges, their locations, and the BMPs necessary to prevent the
discharge;
9. A maintenance and self -inspection schedule of the BMPs to determine the effectiveness
and necessary repairs of the BMPs; and
10. A certification statement that all required and selected BMPs will be effectively
implemented.
Within seven (7) days after the City awards the Contract, the Contractor shall submit seven 7 copies
of the proposed SWPPP to the City. The City shall review the SWPPP within 14 days of receipt of the
plan. If revisions are required, the Contractor shall revise and re -submit the document within seven (7)
days of its receipt of the City's comments. The City shall then have seven (7) days to consider the
revisions made by the Contractor and approve the SWPPP.
The Contractor shall maintain a minimum of two (2) readily accessible copies of the SWPPP at the
Project site. The SWPPP shall be made available upon request of a representative of the Los
Angeles Regional Water Quality Control Board (LARWQCB) or the U.S. Environmental Protection
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#
E
Agency (U.S. EPA). Requests by environmental groups and the public shall be directed to the City.
Best Management Practices
The objective of the SWPPP is to identify potential sources of pollution that may reasonably affect
the quality of storm water discharge associated with construction activities. The plan will describe
and ensure the implementation of Best Management Practices (BMPs) which will be used to
reduce pollutants in the storm water discharges from the construction site. A Best Management
Practice is defined as any program, technology, process, operating method, measure, or device
that controls, prevents, removes, or reduces pollution. The Contractor shall select appropriate
BMPs from the California Stormwater BMP Handbook, Municipal, Industrial, New Development,
and Construction Volumes (www.cabmphandbooks.com) in conjunction with all activities and
construction operations. Copies of the California Stormwater BMP Handbooks may be obtained
from:
California Stormwater Quality Association
P.O. Box 2313
Livermore, CA 94551
www.cabmphandbooks.com
Implementation
Cashier
Los Angeles County DPW
900 South Fremont Avenue
Alhambra, CA 91803
Tel. No. (626) 458-6959
The Contractor will be responsible throughout the duration of the Project for the installation,
monitoring, inspection and maintenance of the BMPs included in the SWPPP and for removing and
disposing of temporary BMPs. The Contractor may be required to implement additional BMPs as a
result of changes in actual field conditions, contractor's activities, or construction operations.
The Contractor shall demonstrate the ability and preparedness to fully deploy these SWPPP
control measures to protect soil -disturbed areas of the project site before the onset of precipitation
and shall maintain a detailed plan for the mobilization of sufficient labor and equipment to fully
deploy these control measures.
Throughout the winter season, active soil -disturbed areas of the project site shall be fully protected
at the end of each day with these control measures unless fair weather is predicted through the
following day. The Contractor shall monitor daily weather forecasts. If precipitation is predicted
prior to the end of the following workday, construction scheduling shall be modified, as required,
and the Contractor shall deploy functioning control measures prior to the onset of the precipitation.
The City may order the suspension of construction operations which are creating water pollution if
the Contractor fails to conform to the requirements of this Paragraph 2.17. Unless otherwise directed
by the City, the Contractor's responsibility for SWPPP implementation shall continue throughout any
temporary suspension of the Work.
F. Sewage Spill Prevention. The Contractor's attention is directed to the sewer bypass operation
required during any sewer construction pursuant to the 2012 edition of the "Greenbook" Standard
Specifications for Public Works Construction, Section 500.1.2.4 or as that section is subsequently
amended.
The Contractor shall exercise extraordinary care to prevent the cause of events that may lead to a
sewage spill. In the event of a sewage spill, the Contractor shall make arrangements for an
emergency response unit comprised of emergency response equipment and trained personnel to
be immediately dispatched to the project site.
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The Contractor shall be fully responsible for preventing and containing sewage spills as well as
recovering and properly disposing of raw sewage. In addition, the Contractor is responsible for any
fines, penalties and liabilities arising from negligently causing a sewage spill. Any utility that is
damaged by the contractor shall be immediately repaired at the Contractor's expense. The
Contractor shall take all measures necessary to prevent further damage or service interruption and
to contain and clean up the sewage spills.
G. Sewage Spill Telephone Notification
Should a sewage spill occur, the Contractor shall immediately report the incident to both of these two
City Departments:
Sewer Maintenance Services.......................................................................................
Fire Department Dispatch Center................................................................................. 911
The Contractor is encouraged to obtain telephone numbers, pager numbers and cellular telephone
numbers of City representatives such as Project Managers and Inspectors. However, if these City
representatives are not available, then the Contractor shall immediately call:
H. Sewage Spill Written Notification
The Contractor shall prepare and submit a written report to the Director within three (3) Working
Days from the occurrence of a spill to the City. This report shall describe all of the following:
The exact location on the Thomas Guide map
The nature and volume
The date, time and duration
The cause
The type of remedial and/or cleanup measures taken and date and time
implemented
The corrective and preventive action taken, and
The water body impacted and results of necessary monitoring
Enforcement
The City is subject to enforcement actions by the LARWQCB, U.S. EPA, environmental groups and
private citizens. The Contractor shall indemnify, defend and hold City, its officers, agents and
employees harmless from Contractor's failure to comply and/or fulfill the requirements set forth in
this Paragraph 2.17. Contractor shall be responsible for all costs and liabilities imposed by law as
result of Contractor's failure to comply and/or fulfill the requirements set forth in this Paragraph 2.17.
The costs and liabilities include, but are not limited to fines, penalties and damages whether
assessed against the City or the Contractor.
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In addition to any remedy authorized by law, any money due to the Contractor under this contract
shall be retained by the City until all costs and liabilities imposed by law against the City or Contractor
have been satisfied.
Maintenance
The Contractor shall ensure the proper implementation and functioning of BMP control measures
and shall regularly inspect and maintain the construction site for the BMPs identified in the
SWPPP. The Contractor shall identify corrective actions and time frames in order to properly
address any damaged measure, or reinitiate any BMPs that have been discontinued.
If the City identifies a deficiency in the deployment or functioning of identified control measures, the
deficiency shall be corrected by the Contractor immediately or by a later date and time if agreed to
by Director and if requested in writing, but not later than the onset of the subsequent precipitation
events. The correction of deficiencies shall be at no additional cost to the City.
K. Payment
All costs involved in the implementation of the SWPPP, including furnishing all labor, materials,
tools, equipment and all incidentals; and for doing all the work involved in installing, constructing,
maintaining, removing, and disposing of control measures, except those that were installed as a
part of another structure, shall be included in the unit prices bid for the various related items of
work and no additional compensation will be made therefor.
2.18 SOLID WASTE DISPOSAL AND DIVERSION
The Contractor shall submit to the Director the following summary of solid waste generated by the Work,
disposed in Class III landfills, or diverted from disposal through recycling. Report disposal in inert fill
separately. This form must be accompanied by legible copies of weight tickets, receipts, or invoices that
specifically identify the project generating the material. Said documents must be from recyclers and/or
disposal site operators that are acceptable to the Director. Further, the documents must be submitted to the
Director with each application for progress payment. Failure to submit the form and its supporting
documentation will render the application for progress payment incomplete and delay progress payments.
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Project Title:
SUMMARY OF SOLID WASTE DISPOSAL AND DIVERSION
Specification No.
Type of Material
(a)
Disposed in Class III Landfills
(b)
Diverted from Class III
Landfills by Recycling
(c)
[Leave This Column Blank]
(d)
Disposed in Inert Fills
Tons/CY
Tons/CY
Tons/CY
Tons/CY
Asphalt
Concrete
Metal
Other Segregated Materials
(Describe):
Miscellaneous Construction
Waste
Total
Form to be submitted to the City
SIGNATURE:
TITLE:
DATE:
2.19 RECYCLED, REUSABLE AND RECYCLABLE PRODUCTS
The Contractor is encouraged to propose recycled, reusable and recyclable products for use by the City.
Those items should be clearly identified. The City may require further information or documentation to
ascertain the suitability/appropriateness of a proposed product.
[END OF ARTICLE]
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ARTICLE 3 - TIME OF COMMENCEMENT AND COMPLETION
3.01 COMMENCEMENT, PROSECUTION, AND COMPLETION OF WORK
A. Notice to Proceed
The Contractor is not authorized to perform any Work the Contract Documents until he/she has
received from the City an official notification to commence Work. The date on which the notification is
received by the Contractor is herein referred to as the Notice to Proceed. The Contractor shall
commence Work on the Date of Commencement established in the Notice to Proceed is issued. The
Notice to Proceed shall be issued after the Contract is properly executed, bonds are furnished and
approved, and insurance has been submitted and approved.
B. Prosecution of the Work
Work shall be continued at all times with such force and equipment as will be sufficient to complete it
within the specified time. The Contractor expressly proposes that he/she has taken into consideration
and made allowances for all ordinary delays and hindrances to the Work to be performed and that
he/she will complete the Work within the specified time.
C. Required Contract Completion
Time is of the essence in the completion of this Contract. The Work shall be completed in its entirety
and made ready for service within ( ) calendar days following the Date of
Commencement established in the Notice to Proceed ("Contract Time"). By executing the Contract,
Contractor confirms that the Contract Time is a reasonable period for performing the Work.
3.02 CITY'S DISCRETION TO EXTEND CONTRACT TIME
In the event the Work required hereunder is not satisfactorily completed in all parts and in compliance with the
Contract Documents, City shall have the right, in its sole discretion, to increase the number of Working Days or
not, as may seem best to serve the interest of City. A change order extending the Contract Time only will be
issued by the City should the City decide to increase the number of Working Days.
3.03 SUBSTANTIAL COMPLETION
A. Contractor Request for Inspection and Punch List
When the Contractor considers that it has achieved Substantial Completion of the Work, or
designated portion thereof, Contractor shall prepare and submit to the Director a request for
inspection and a comprehensive punch list of items to be completed or corrected prior to Final
Payment. Failure to include an item on such punch list does not alter the responsibility of the
Contractor to complete all Work in accordance with the Contract Documents.
B. City Inspection
Upon receipt of the Contractor's punch list, the Director will make an inspection to determine whether
the Work or designated portion thereof is Substantially Complete. If the inspection discloses any
item, whether or not included on the Contractor's punch list, which is not sufficiently complete in
accordance with the Contract Documents so that the City can occupy or utilize the Work or
designated portion thereof for its intended use, the Contractor shall, before City's issuance of the
Certificate of Substantial Completion, complete or correct such item upon notification by City. The
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Contractor shall then submit a request for another inspection by City to determine Substantial
Completion.
C. Certificate of Substantial Completion
When the Work or designated portion thereof is substantially complete, the Director will prepare a
Certificate of Substantial Completion which shall establish the date of Substantial Completion, shall
establish responsibilities of the City and Contractor for security, maintenance, utilities, damage to the
Work, and insurance, and shall fix the time within which the Contractor shall finish all items on the
Contractor's punch list accompanying the Certificate. Warranties required by the Contract
Documents shall commence on the date of Substantial Completion of the Work. Contractor shall
deliver to City all warranty and guarantee documents and policies.
3.04 DELAYS AND EXTENSIONS OF TIME FOR CONTRACTOR
A. The Contractor shall take reasonable precautions to foresee and prevent delays to the Work. In the
event of any delay to the Work, the Contractor shall revise his/her sequence of operations, to the
extent possible under the terms of the Contract, to offset the delay.
B. If any delay to the Work is caused by circumstances within the Contractor's control, it is not excusable
and not compensable, and the Contractor will not be entitled to any extension of time or to any other
compensation for damages resulting directly or indirectly therefrom.
C. If any delay having a direct effect on the Work is caused by circumstances beyond the control of the
Contractor except for causes of delay specified in Paragraph 3.04-D., such delay may be excusable
and may entitle the Contractor to an equivalent extension of time, but not to any other compensation.
Excusable but not compensable causes include but are not limited to labor disputes, weather
conditions unfavorable for prosecution of the Work, and force majeure.
D. If any delay having a direct effect on the Work is caused by failure of the City to provide information
as specified, or necessary instructions for carrying on the Work, or to provide the necessary right of
way or site for installation, or failure of a utility to remove or relocate an existing facility such delay
may be compensable and may entitle the Contractor to an equivalent extension of time, and to
compensation for damages resulting directly from any of the causes of delay specified in this
paragraph.
The Contractor shall notify the Director in writing of any delay having a direct effect on the Work and
the causes thereof within 15 days from the beginning of such delay.
Any claim for an extension of time or for compensation for damages resulting from delay shall be
made in writing to the Director not more than 30 days after the ending of such delay. The Contractor
shall provide a written report evaluating the impact of the delay which shall include, at a minimum,
all of the following:
1. a narrative description of the delay and its impact on the critical path to Substantial Completion of
the Work or a portion of the Work designated by City;
2. a detailed breakdown of the Allowable Costs, if any, sought by Contractor due to the delay;
3. the number of days of extension sought by Contractor as an adjustment to the Contract time;
4. a statement that Contractor has complied with the requirements of the General Conditions for
written notice of delays, along with the dates and copies of such notices;
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5. the measures taken by Contractor and Subcontractors to prevent or minimize the delay; and
6. the Contactor's recommendations for reordering or re -sequencing the Work to avoid or minimize
further delay.
No extension of time or compensation for damages resulting from delay will be granted unless the
delay affects the timely completion of the overall Work under the Contract or the timely completion
of a portion of the Work for which a time of completion is specified.
G. The Director will investigate the facts and ascertain the extent of the delay, and his/her findings
thereon shall be final and conclusive.
H. Failure of the Contractor to give written notice of a delay, or to submit or document a claim for an
extension of time or for damages resulting from delay in the manner and within the times stated
above shall constitute a waiver of all claims thereto.
When a Contractor experiences two concurrent delays, one compensable and the other excusable,
no compensation other than an extension of time will be allowed.
An extension of time must be approved by the Director to be effective, but an extension of time
whether with or without consent of the sureties, shall not release the sureties from their obligations,
which shall remain in full force until the discharge of the Contract.
3.05 CLIMATIC CONDITIONS
A. The Director may suspend the Work whenever weather conditions or conditions resulting from
inclement weather are unfavorable for the prosecution of the Work. The delay caused by such
suspension may entitle the Contractor to an extension of time but not to any other compensation.
B. If the Contractor believes that Work should be suspended under this Paragraph 3.05, he/she may
request such suspension. The delay caused by such suspension may entitle the Contractor to an
extension of time but not to any other compensation.
C. No extension of time will be granted for suspension of Work unless the suspension affects the timely
completion of all Work under the Contract or the timely completion of a portion of the Work for which
a time of completion is specified. Determination that the suspension for inclement weather conditions
or conditions resulting from inclement weather affects timely completion and entitles the Contractor
to an extension of time shall be made and agreed to in writing by the Director and the Contractor on
each day that Work is suspended. In the event of failure to agree, the Contractor may protest under
the provisions of Paragraph 7.07.
D. If Work is suspended and an extension of time is granted under this Paragraph 3.05 the Contractor
will be entitled to a one day extension of time for each day that he/she is unable to Work at least
one-half of his/her current normal Work day; and if the Work is suspended at the regular starting time
on any Work day and the Contractor's Workforce is dismissed as a result thereof, then he/she will
be entitled to a one day extension of time whether or not conditions change thereafter and the major
portion of the day is suitable for Work.
3.06 COMPLETION AND ACCEPTANCE
A. Upon request by the Contractor, the Director shall conduct a final inspection of the Work. If, in the
Director's opinion, Final Completion has been achieved, the Director will accept the Work by issuing a
"Notice of Completion" of the Work to the Contractor. Upon the issuance of the Notice of Completion
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the Contractor will be relieved from responsibility to protect the Work.
B. Within 15 calendar days after issuing the Notice of Completion, the Director will record the Notice of
Completion with the County Recorder.
3.07 LIQUIDATED DAMAGES
A. Contractor and City agree to liquidate damages in the amount of dollars ($ ) per day,
with respect to Contractor's failure to achieve Substantial Completion of the Work within the Contract
Time. The Parties intend for the liquidated damages set forth herein to apply to this Contract as set
forth in Government Code Section 53069.85. The Contractor acknowledges and agrees that the
liquidated damages are intended to compensate City solely for the Contractor's failure to meet the
deadline for Substantial Completion and shall not excuse Contractor from liability from any other
breach, including any failure of the Work to conform to the requirements of the Contract Documents.
B. In the event that Contractor fails to achieve Substantial Completion of the Work within the Contract
Time, Contractor agrees to pay City the amount specified in the Contract form for each calendar day
that Substantial Completion is delayed.
C. Contractor and City acknowledge and agree that the foregoing liquidated damages have been set
based on an evaluation of damages that the City will incur in the event of late completion of the Work.
Contractor and City acknowledge and agree that the amount of such damages are impossible to
ascertain as of the effective date hereof and have agreed to such liquidated damages to fix City's
damages and to avoid later disputes. It is understood and agreed by Contractor that liquidated
damages payable pursuant to this Agreement are not a penalty and that such amount are not manifestly
unreasonable under the circumstances existing as of the effective date of this Agreement.
D. It is further mutually agreed that City shall have the right to deduct liquidated damages against progress
payments or retainage and that the City will issue a Construction Change Directive and reduce the
Contract Sum accordingly. In the event the remaining unpaid Contract Sum is insufficient to cover the
full amount of liquidated damages. Contractor shall pay the difference to City.
[END OF ARTICLE]
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ARTICLE 4 - CONSTRUCTION SCHEDULES
4.01 BASELINE PROJECT SCHEDULE
The Contractor shall submit his/her work Baseline Project Schedule, in electronic as well as hard -copy format,
to the Director at the pre -construction meeting showing in detail how the Contractor plans to execute and
coordinate the Work. The construction schedule shall show the sequence of work, critical path and estimated
time for completion of each segment of work. This schedule must be reviewed and accepted by the Director
before the Contractor will be permitted to begin work. In addition, the Contractor shall submit a detailed schedule
forecasting two (2) weeks of work describing each day's work. This schedule shall be updated and submitted to
the City every other Monday during the construction period. The Contractor shall give 48 hours notice to the City
Engineer prior to the start of the work.
A. Format
At a minimum, the Baseline Project Schedule activities shall be coded on a work discipline basis
and by geographic area or location on the Project. The Baseline Project Schedule shall include a
detailed description of each activity code. The Baseline Project Schedule shall be based on and
incorporate contract milestone and completion dates specified in the Contract Documents. It shall
depict events, jobs, and their interrelationships and shall recognize the progress that must be made
on one task before subsequent tasks can begin. The schedule shall be comprehensive and shall
include all logical interdependencies and interactions required to perform the Work of the Project.
2. Overall time of completion and time of completion for each milestone shown on the Schedule shall
adhere to the specified Contract Time, unless an earlier (advanced) time of completion is
requested by Contractor, agreed to by the City and formalized by Change Order.
3. Contractor shall use the latest version of Microsoft Project or equivalent software agreed to by
the parties.
4. The City will review the submitted Baseline Project Schedule for conformance with these
scheduling requirements. Within fourteen (14) calendar days after receipt, the City will accept the
proposed Baseline Project Schedule or will return it with comments. If the proposed Baseline
Project Schedule is accepted by the City, it shall be deemed part of the Contract Documents. If
the Baseline Project Schedule is not accepted by City, Contractor shall revise the Baseline Project
Schedule, in accordance with the recommendations of the City, and re -submit same for
acceptance, no later than seven (7) calendar days after receipt of said recommendation.
5. Acceptance of Baseline Project Schedule by City, failure to include an element of work, or
inaccuracy in Baseline Project Schedule shall not relieve Contractor from the responsibility for
accomplishing the Work in accordance with the Contract Documents.
B. Float
Critical Work activities are defined as Work activities which, if delayed or extended, will delay the
scheduled completion of the milestones and/or time of completion. All other Work activities are
defined as non -critical Work activities and are considered to have float. Float is defined as the
time that a non -critical Work activity can be delayed or extended without delaying the scheduled
completion of the milestones and/or time of completion. Float is considered a Project resource
available to either party or both parties as needed. Once identified, Contractor shall monitor,
account for, and maintain float in accordance with Critical Path Methodology.
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2. Delays of any non -critical Work shall not be the basis for an extension of Contract Time until the
delays consume all float associated with that non -critical Work activity and cause the Work activity
to become critical.
3. It is acknowledged that City -caused time savings (i.e., critical path submittal reviews returned in
less time than allowed by the Contract Documents, approval of substitution requests which result
in a savings of time for Contractor, etc.) create shared float. Accordingly, City -caused delays may
be offset by City -caused time savings.
C. Weather (This section applies only to projects of one (1) year duration or longer)
The completion time contemplated by this Contract anticipates lost days (Work Days)
due to normal weather conditions annually and prorated for any duration less than twelve months. Only
unusual or extreme weather conditions, as determined by the National Oceanic and Atmospheric
Administration, for the time of year will be considered as justification for an extension of time to complete
the Project, and only after the weather days have been utilized. Annual weather days
are not cumulative, and unused days shall become "float" forthe benefit of the project, and the schedule
adjusted accordingly. The use of weather days by the Contractor shall be subject to all the conditions
of claim for an extension of time. The Contractor shall notify the City in writing within ten (10) days of
the commencement of each rain event.
D. Early Completion
While the Contractor may schedule completion of the Project earlier than the date established by the
Contract Documents, no additional compensation shall become due the Contractor for the use of float
time between the Contractor's projected early completion date and the date for Substantial Completion
established by the Contract Documents, unless an earlier (advanced) time of completion is requested
by Contractor, agreed to by the City, and formalized by Change Order.
4.02 SCHEDULE UPDATES
A. With each Application for Payment submitted by Contractor (other than the final Application for
Payment), the Contractor shall submit to the City an updated Project Schedule revised to indicate the
Work completed, status of Work in progress, all progress slippages, corrective actions taken, or
slippage carry-over, for all anticipated delays or difficulties, and all other information required to
accurately present the actual status of the progress of the Work as of the date of the Application for
Payment. If the Contractor does not submit an updated Project Schedule with an Application for
Payment, City may withhold payment, in whole or in part, until the updated Project Schedule is
submitted. In the event that an update to the Project Schedule indicates a delay to the Contract Time
the Contractor shall propose an affirmative plan to correct each such delay, including overtime and/or
additional labor, if necessary. In no event shall any Project Schedule update constitute an adjustment
in the Contract Time, any deadline, or the Contract Sum unless any such adjustment is agreed to by
the City and authorized pursuant to Change Order or Work Directive.
B. At no time shall historical data contained within the updated Project Schedule (i.e. completed activities)
be removed and/or altered in any way. This historical data is to be preserved within each of the updated
Project Schedules and submitted with the final schedule update to reflect the actual start and finish
dates for each activity within the Schedule.
C. Any work stoppages within individual work activities that exceed seven (7) calendar days in duration
shall be clearly indicated within the updated Project Schedule. In cases where unplanned activity work
stoppages exceed seven (7) calendar days activities shall be added to the Project Schedule to clearly
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indicate the work stoppage period and identify forecasted resumption and completion of the activity
where work has stopped. Contractor shall clearly note all schedule revisions when Project Schedule
updates are submitted, as required in this Paragraph 4.02 above.
4.03 NONCOMPENSABLE EXTRAORDINARY MEASURES
A. Should the City determine, in its sole judgment, that the performance of the Work has not progressed
to the level of completion required by the Contract Documents, City shall have the right to order the
Contractor to take corrective measures to expedite the progress of construction, at no additional cost
to the City, including, without limitation, the following:
1. Working additional shifts of overtime.
2. Supplying additional manpower, equipment, and/or facilities.
3. Reschedule activities to maximize practical concurrence of accomplishment of activities.
4. Submitting a Recovery Schedule discussed above, for resequencing performance of the Work or
other similar measures.
5. Any other actions that may be necessary to mitigate delays.
B. Such Extraordinary Measures shall continue until the progress of the Work is no longer behind schedule
and/or reaches the stage of completion required by the Contract Documents. Contractor shall not be
entitled to an adjustment in the Contract Sum in connection with the performance of any such
Extraordinary Measures required by the City under this Paragraph. The City may exercise the rights
furnished the City pursuant to this Paragraph as frequently as the City deems necessary to ensure that
the Contractor's performance of the Work will comply with the Contract Time or interim completion
dates set forth in the Contract Documents, If Contractor or its Subcontractors fail to implement or
commence Extraordinary Measures within ten (10) calendar days of City's written demand, City may,
without prejudice to other remedies, take corrective action at the expense of the Contractor which shall
reduce the Contract Sum accordingly.
4.04 CONDITION OF PAYMENT
Compliance by Contractor with the requirements of the Contract Documents pertaining to preparation,
submission, revising and updating of the Schedule is a condition precedent to City's obligation to make payment
to Contractor of any or all sums that might otherwise be due to Contractor in the absence of such noncompliance.
Payment by City under circumstances in which City, for any reason, fails or elects not to assert its right to withhold
payment for noncompliance with this Paragraph shall not be construed as a waiver of the right to withhold future
payments on account of such noncompliance or any other noncompliance.
[END OF ARTICLE]
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ARTICLE 5 - SUSPENSION OR TERMINATION OF CONTRACT
5.01 TERMINATION BY THE CONTRACTOR
A. Contractor shall have the right to terminate its performance of the Contract only upon the occurrence
of one of the following:
1. The Work is stopped for a period of ninety (90) consecutive days through no act or fault of the
Contractor, any Subcontractor, Sub -subcontractor, their agents or employees, or any other
persons or entities performing portions of the Work under direct or indirect contract with the
Contractor, due to:
a. the issuance of an order of a court or other public authority having jurisdiction; or
b. an act of government, such as a declaration of national emergency making material
unavailable;
and Contractor has given City written notice within ten (10) days of the occurrence of such ground
for termination, then the Contractor may, upon thirty (30) additional calendar days written notice to
City, unless the reason has theretofore been cured, terminate its performance of the Work.
2. The Work is stopped for a period of 120 consecutive days through no act or fault of Contractor,
any Subcontractor, Sub -subcontractor, their agents or employees, or any other persons or entities
performing portions of the Work under direct or indirect contract with the Contractor, because the
City has persistently failed to perform any material obligation under the Contract Documents and
fails to cure such default within ninety (90) days after the receipt of notice from Contractor stating
the nature of such default.
B. If Contractor terminates its performance of the Contract in accordance with this Paragraph 5.01, the
City shall pay Contractor for the Work executed through the date of termination as set forth in Paragraph
5.04-C below.
5.02 TERMINATION BY THE CITY FOR CAUSE
A. Grounds
The City shall have the right to terminate the Contractor's performance of the Contract, in whole or in
part, without liability to City if:
1. Contractor fails promptly to begin the Work under the Contract Documents; or
2. Contractor refuses or fails to supply enough properly skilled workers or proper materials; or
3. Contractor fails to perform the Work in accordance with the Contract Documents, including
conforming to applicable standards set forth therein in constructing the Project, or refuses to
remove and replace rejected materials or unacceptable Work; or
4. Contractor discontinues the prosecution of the Work (exclusive of work stoppage: (a) due to
termination by City; or (b) due to and during the continuance of a Force Majeure event or
suspension by City); or
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5. Contractor fails to resume performance of Work which has been suspended or stopped, within a
reasonable time after receipt of notice from City to do so or (if applicable) after cessation of the
event preventing performance; or
6. Any representation or warranty made by Contractor in the Contract Documents or any certificate,
schedule, instrument, or other document delivered by Contractor pursuant to the Contract
Documents shall have been false or materially misleading when made; or
7. Contractor fails to make payment to Subcontractors or Material Suppliers for materials or labor in
accordance with the respective Contract Documents and applicable law; or
8. Contractor disregards laws, ordinances, or rules, regulations, or orders of a public authority having
jurisdiction; or
9. Contractor is guilty of breach of a provision of the Contract Documents; or
10. Contractor becomes insolvent, is adjudicated bankrupt, or makes a general assignment for the
benefit of creditors and fails to provide City with adequate assurances of Contractor's ability to
satisfy its contractual obligations.
A receiver, trustee, or other judicial officer shall not have any right, title, or interest in or to the Contract.
Upon that person's appointment, City has, at its option and sole discretion, the right to immediately
cancel the Contract and declare it null and void.
B. City's Rights.
When any of the reasons specified in Paragraph 5.02-A exist, the City may, in addition to and without
prejudice to any other rights or remedies of the City, and after giving the Contractor five (5) calendar
days written notice, terminate Contractor's performance of the Work, in whole or in part, and may:
1. Take possession of the site and all materials, equipment, tools, construction equipment, and
machinery thereon owned by the Contractor;
2. Withhold from Contractor amounts unpaid hereunder and to offset such amounts against damages
or losses incurred by City;
3. Accept assignment of subcontracts from Contractor, at the sole discretion of City, and
4. Finish the Work by whatever reasonable method the City may deem expedient.
Upon request of the Contractor, the City shall furnish to the Contractor a detailed accounting of the
costs incurred by the City in finishing the Work.
C. Costs
If City's costs to complete and damages incurred due to Contractor's default exceed the unpaid
Contract balance, the Contractor shall pay the difference to the City.
D. Wrongful Termination
If it has been adjudicated or otherwise determined that City has wrongfully terminated the Contractor
for cause, then said termination shall be deemed converted to a termination for convenience as set
forth in Paragraph 5.04 and Contractor's remedy for wrongful termination in such event shall be limited
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to the recovery of the payments permitted for termination for convenience as set forth in Paragraph
5.04.
5.03 PARTIAL DELETION OR SUSPENSION OF WORK BY THE CITY
A. Contractor agrees that the City may determine whether any or all of the Work described in the Contract
Documents shall be deleted or performance suspended without electing to terminate the Contractor's
performance under the Contract and without any penalty being incurred by the City.
Any such partial deletion or suspension of the Work shall in no way void or invalidate the Contract nor
shall it provide Contractor with any basis for seeking payment from City for Work deleted or suspended
except to the extent such Work has already been performed and is otherwise compensable under the
Contract.
C. The City shall have the right to later have any such suspended or deleted Work performed by Contractor
or others without any penalty to the City.
D. In the event of any partial or complete deletion or suspension of Work, the City shall furnish Contractor
with prompt written notice thereof, and the City shall be entitled to take possession of and have as its
property all Record Documents, Accounting Records, and other data prepared by Contractor or its
Subcontractors.
Suspension for Convenience.
1. The City may at any time and from time to time, without cause, order the Contractor, in writing, to
suspend, delay, or interrupt the Work in whole or in part for such period of time as the City may
determine. Such order shall be specifically identified as a "Work Suspension Directive" under this
Section.
2. Upon receipt of a Work Suspension Directive, Contractor shall, at the City's expense, comply with
its terms and take all reasonable steps to minimize costs allocable to the Work covered by the
Work Suspension Directive during the period of Work stoppage.
3. Within the period of suspension, or such extension to that period as is agreed upon by Contractor
and the City, the City shall either cancel the Work Suspension Directive or delete the Work covered
by such Work Suspension Directive by issuing a Change Order or Construction Change Directive.
4. If a Work Suspension Directive is cancelled or expires, Contractor shall continue the Work. A
Change Order or Construction Change Directive will be issued to cover any adjustments of the
Contract Sum and Contract Time necessarily caused by such suspension. No adjustment shall be
made to the extent:
(a) That performance is, was, or would have been so suspended, delayed, or interrupted by
another cause for which the Contractor is responsible; or
(b) That an equitable adjustment is made or denied under another provision of the Contract.
Suspensions for Cause
City has the authority by written order to suspend the Work, in whole or in part, without liability to City
for Contractor's failure to:
1. Correct conditions unsafe for the Project personnel or general public, or
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2. Carry out the Contract; or
3. Carry out orders of City.
G. Responsibilities of Contractor During Suspension Periods
During periods that Work is suspended, Contractor shall continue to be responsible for the Work and
shall prevent damage or injury to the Project, provide for drainage, and shall erect necessary temporary
structures, signs or other facilities required to maintain the Project and continue to perform according
to the Contract Documents.
5.04 TERMINATION BY THE CITY FOR CONVENIENCE
A. Grounds
Without limiting any rights which City may have by reason of any default by Contractor hereunder, City
may terminate Contractor's performance of the Contract, in whole or in part, at any time, for
convenience upon fifteen (15) calendar days written notice to Contractor.
B. Contractor Actions
Upon receipt of such notice, Contractor shall perform the duties required by Paragraph 5.05 below.
At the election of and as directed by the City, any or all of the subcontracts and purchase orders
entered in to by Contractor prior to the effective date of termination shall be terminated or shall be
assigned to City.
C. Compensation
1. If the Parties are unable to agree on the amount of a termination settlement, the City shall pay
the Contractor the following amounts:
a. For Work performed before the effective date of termination, the total (without duplication of
any items) of:
i. The cost of the Work; and
ii. A sum, as overhead and profit on the cost of the Work, determined by the City to be
fair and reasonable. In no event shall Contractor be entitled to recover overhead or
profit on Work not performed.
b. The reasonable costs of settlement of the Work terminated, including:
i. Accounting, clerical, and other expenses reasonably necessary for the preparation
of termination settlement proposals and supporting data, if any; and
ii. Storage, transportation, and other costs reasonably necessary for the preservation,
protection, or disposition of inventory.
2. Such payment shall be Contractor's exclusive remedy for termination for convenience and will be
due and payable on the same conditions as set forth for final payment to the extent applicable.
Upon receipt of such payment, the Contractor and City shall have no further obligations to each
other except for Contractor's obligations with respect to warranties, representations, indemnity,
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maintenance of insurance, and other obligations that survive termination or Final Completion as
provided for herein.
3. It is understood and agreed that no fee, anticipated profit, compensation for lost opportunity costs,
or other compensation or payment of any kind or character shall be due or payable for unperformed
Work regardless of the basis of termination and the inclusion of this provision within this
subparagraph shall in no way limit its application to termination under this Paragraph.
4. Contractor agrees that each of its subcontracts will reserve for the Contractor the same right of
termination for convenience provided by this Paragraph 5.04.
D. No Consequential Damages
Under no circumstances shall Contractor be entitled to anticipatory or unearned profits or consequential
or other damages as a result of a termination or partial termination under this Article 5. The payment
to Contractor determined in accordance with this Article constitutes Contractor's exclusive remedy for
a termination hereunder.
5.05 CONTRACTOR'S DUTIES UPON TERMINATION FOR CAUSE OR CONVENIENCE
If the City terminates Contractor's performance of Work under the Contract, for cause or convenience or if
Contractor terminates a Subcontractor with the City's approval, Contractor shall:
(1) cease performance of the Work to the extent specified in the notice;
(2) take actions necessary or that the City may direct, for the protection and preservation of the Work;
(3) settle outstanding liabilities, as directed by City;
(4) transfer title and deliver to City Work in progress, specialized equipment necessary to perform the Work;
(5) submit all Record Documents, Accounting Records and other data prepared pursuant to the Contract by
Contractor and/or its Subcontractors, as applicable, to the City with fifteen (15) calendar days after the City's
notice of termination in an organized, usable form, in both hard copy and electronic/digital form, with all items
properly labeled to the degree of detail specified by the City; and,
(6) except for Work directed by City to be performed prior to the effective date of termination stated in the notice,
incur no further costs or expenses and enter into no further subcontracts and purchase orders.
No compensation shall be due Contractor, if any, until Contractor complies with the requirements of this
Paragraph.
[END OF ARTICLE]
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ARTICLE 6 —CHANGES
6.01 CITY'S RIGHT TO ORDER CHANGES
The City, without invalidating the Contract, may authorize changes in the Work consisting of additions,
deletions, or other revisions, with the Contract Sum and Contract Time being adjusted accordingly, if
necessary. All such changes in the Work shall be authorized by Change Order or Construction Change
Directive and Contractor shall perform such changes in the Work according to the applicable requirements
of the Contract Documents.
6.02 APPLICABLE PROVISIONS
Changes in the Work shall be performed under applicable provisions of the Contract Documents. The
Contractor shall proceed promptly and diligently with the change, unless otherwise provided in the Change
Order or Construction Change Directive. It is of the essence to this Contract that all scope changes in the
Work that form the basis of an adjustment of the Contract Sum or Contract Time must be authorized in
advance in writing through either a Change Order or Construction Change Directive. A change in the Contract
Sum or the Contract Time shall be accomplished only by Change Order or Construction Change Directive.
Accordingly, no verbal directions, course of conduct or dealings between the Parties, express or implied
acceptance of alterations or additions to the Work, or claim that the Contract has been abandoned or the City
has been unjustly enriched by any alteration or addition to the Work shall be the basis of any claim for an
increase in any amounts due under the Contract Documents or a change in any time period provided in the
Contract Documents.
6.03 NOTICE OF SCOPE CHANGE
Contractor shall submit written notice of any change in scope to the Director if, in the Contractor's opinion,
any instruction, request, Drawings, Specifications, action, condition, omission, default, or other situation
occurs that the Contractor believes constitutes a scope change or other matter resulting in Extra Work, for
which Contractor believes it is entitled to an adjustment of the Contract Sum or Contract Time. Such notice
shall be provided prior to performance of the Work affected by such occurrence and within seven (7) calendar
days after the discovery date of the circumstances of such scope change or other matters. The written notice
shall state the date, circumstances, extent of adjustment to the Contact Sum or the Contract Time, if any,
requested. The mere presentation of such notice shall not establish the existence of any right by Contractor
to adjustment of the Contract Sum or Contract Time. Failure to provide such timely written notice described
herein shall constitute a waiver by Contractor of the right to any adjustment to the Contract Sum or Contract
Time on account thereof.
6.04 CHANGE ORDERS
A. Computation
Methods used in determining adjustments to the Contract Sum by Change Order may include those
listed in Paragraph 6.06 below.
B. Accord and Satisfaction
Agreement on any Change Order shall be a full compromise and settlement of all adjustments to
Contract Time and Contract Sum, and compensation for any and all delay, extended or additional
field and home office overhead, disruption, acceleration, inefficiencies, lost labor or equipment
productivity, differing Site conditions, construction interferences and other extraordinary or
consequential damages (hereinafter called "Impacts"), including any ripple or cumulative effects of
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said Impacts on the overall Work under the Contract arising directly or indirectly from the
performance of Work described in the Change Order. By execution of any Change Order, Contractor
agrees that the Change Order constitutes a complete accord and satisfaction with respect to all
claims for schedule extension, Impacts, or any costs of whatever nature, character or kind arising
out of or incidental to the Change Order. No action, conduct, omission, product failure or course of
dealing by the City shall act to waive, modify, change, or alter the requirement that (i) Change Order's
must be in writing, signed by the City and Contractor and; (ii) that such written Change Orders are
the exclusive method for effectuating any change to the Contract Sum and/or Contract Time.
6.05 CONSTRUCTION CHANGE DIRECTIVE (FIELD DIRECTIVE)
A. A Construction Change Directive shall be used in the absence of total agreement on the terms of a
Change Order. The City may by Construction Change Directive, without invalidating the Contract,
order changes in the Work within the general scope of the Contract consisting of additions, deletion,
or other revisions, the Contract Sum and Contract Time being adjusted accordingly.
B. If the Construction Change Directive provides for an adjustment to the Contract Sum, the adjustment
shall be calculated in accordance with Paragraph 6.06 herein (Pricing Changes in the Work).
C. Upon receipt of the Construction Change Directive, the Contractor shall promptly proceed with the
change in the Work involved and advise the City of the Contractor's agreement or disagreement with
the method, if any, provided in the Construction Change Directive, for determining the proposed
adjustment in the Contract Sum or Contract Time.
D. If Contractor believes a Construction Change Directive constitutes a basis for adjustment to the
Contract Sum or Contract Time, then Contractor shall give a Notice of Scope Change provided in
Paragraph 6.03, followed by a submission of a Change Order Request as required by Paragraph
6.08. Contractor shall, if requested by City in such Construction Change Directive or in a subsequent
Construction Change Directive, proceed with the performance of the Work as described in the
Construction Change Directive. Failure of Contractor to proceed with the performance of Work, as
described in the Construction Change Directive shall give the City the right to carry out the Work, as
set forth in Paragraph 2.05.
E. A Construction Change Directive signed by the Contractor indicates the Contractor's agreement
therewith, including adjustment in Contract Sum and Contract Time or the method for determining
them. Such agreement shall be effective immediately and shall be recorded as a Change Order.
If the Contractor does not respond promptly or disagrees with the method for adjustment in the
Contract Sum, the method and the adjustment shall be determined by the City on the basis of
reasonable expenditures and savings of those performing the Work attributable to the change,
including, in the case of an increase in the Contract Sum, Allowable Mark -Ups in accordance with
Paragraph 6.06(E) herein.
6.06 PRICING CHANGES IN THE WORK
A. Alternative Methods of Pricing
The amount of any adjustment by Change Order or Construction Change Directive increasing or
decreasing the Contract Sum shall be determined by the Director using one or a combination of the
following methods:
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1. Lump Sum. By mutual acceptance of a lump sum proposal from Contractor properly itemized
and supported by sufficient substantiating data to permit evaluation. Such proposal shall be
based solely on Allowable Costs, as defined in Subparagraph 6.06-C, and Allowable Mark -Ups,
as defined in Subparagraph 6.06-E, and shall not include any costs or expense that is not
permitted by the terms of any provision of the Contract Documents.
2. Unit Prices. By unit prices contained in Contractor's original Bid and incorporated in the Contract
Documents or fixed by subsequent agreement between City and Contractor. Unless otherwise
stated in the Bidding Documents, unit prices stated in the Contract Documents or agreed upon
bythe County and Contractorshall be deemed to include and encompass all Allowable Markups.
3. Time and Materials. By calculating the actual Allowable Costs directly incurred, plus a sum for
Allowable Mark -Ups on such Allowable Costs.
4. Deletion of Work. By Unit Prices contained in Contractor's original Bid and incorporated in the
Contract Documents, or by using the Schedule of Values to determine the value of the decrease
of the Contract Sum, less the value of any Work performed, plus a reasonable percentage of
the decrease for the Contractor's saved overhead unless the Schedule of Values allocates
general conditions costs to individual line items, in which case no percentage of the decrease
shall be added. When a change consists of both addition and deletion of Work, the added costs
and deleted costs shall be calculated separately, and then added together, resulting in the net
cost for the change. The Allowable Mark -Up shall be applied to this net cost.
B. Contractor Maintenance of Daily Records for Changes
1. In the event that Contractor is directed to perform any Extra Work, or should Contractor
encounter conditions which the Contractor believes would obligate the City to adjust the Contract
Sum and/or the Contract Time, Contractor shall maintain detailed records of the cost of such
changes on a daily basis summarized in a daily report supplemented by back-up records. Such
records shall include without limitation:
a. Labor. At the close of each day on which such Extra Work is performed, Contractor
shall submit an Extra Work labor report, on forms provided by Director, to Director that
sets forth a list of the actual hours spent in performing the Extra Work, that clearly
differentiates between the labor expended on the Extra Work and other Work, and the
Allowable Costs for such Extra Work performed that day showing the names of
workers, their classifications, hours worked and hourly rates.
Materials, Equipment. A list of Allowable Costs of materials and equipment consumed
in the performance of the Extra Work on the day on which such Extra Work is
performed, together with copies of applicable delivery tickets and unit prices for all
materials and for all equipment used the type of equipment, identification number,
hours of operation (including loading and transportation) and hourly/daily rates involved
for that day.
Other Services or Expenditures. A list of other services and expenditures constituting
Allowable Costs incurred in performance of the Extra Work on the day on which such
Extra Work is performed, along with documentation verifying the amounts thereof in
such detail as Director may require.
2. In the event that more than one change to the Work is performed by the Contractor in a calendar
day, Contractor shall maintain separate records of labor, construction equipment, materials, and
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equipment for each such change. In the event that any Subcontractor of any tier shall provide
or perform any portion of any change to the Work, Contractor shall require that each such
Subcontractor maintain records in accordance with this Section.
3. Each daily record maintained hereunder shall be signed by Contractor; such signature shall be
deemed Contractor's representation and warranty that all information contained therein is true,
accurate, complete, and relates only to the change referenced therein. All records maintained
by Subcontractors of any tier, relating to the costs of a change in the Work shall be signed by
such Subcontractor's authorized project manager or superintendent.
All such records shall be forwarded to the Director on the day the Work is performed (same day)
for independent verification. The Director shall attempt to review and reconcile costs for
changes on a daily basis. Records not available on the day on which the Extra Work is
performed, such as, but not limited to, material invoices, shall be submitted as soon as they are
available but not later than five (5) calendar days after the earlier of the day of delivery or
incorporation of the particular item of Extra Work at the Site.
The Director may additionally require authentication of all time and material tickets and invoices
by persons designated by the Director for such purpose. In the event that Contractor shall fail
or refuse, for any reason, to maintain or make available for inspection, review, and/or
reproduction such records, adjustments to the Contract Sum or Contract Time, if any, on account
of any change to the Work may be deemed waived for that day. Contractor's obligation to
maintain back-up records hereunder is in addition to, and not in lieu of, any other Contractor
obligation under the Contract Documents with respect to changes to the Work.
Waiver by Contractor. Failure to submit such records as are required by this Paragraph daily
shall waive any rights for recovery of Allowable Costs incurred for Extra Work performed that
day. The failure of the Contractor to secure any required authentication shall, if the City elects
in its sole discretion to treat it as such, constitute a waiver by the Contractor of any right to
adjustment of the Contract Sum for the Allowable Cost of all or that portion of the Extra Work
covered by such non -authenticated ticket or invoice.
C. Allowable Costs
The term "Allowable Costs" shall mean in the case of Extra Work actual costs incurred by Contractor
and/or any Subcontractor, regardless of tier, and necessarily involved in direct performance of the
Extra Work, or in the case of deleted work the actual costs that would have been incurred in
performing deleted work by Contractor and/or any Subcontractor, regardless of tier, and shall be
limited to the following costs:
Labor. Straight -time wages or salaries, and overtime wages and salaries specifically authorized
by City in writing, for employees employed at the site, or at fabrication sites off the site, in the
direct performance of the Extra Work or that would have been incurred in the direct performance
of the deleted work, based on the actual cost for wages prevailing locally for each craft or type
of workers at the time the Extra Work is done or the deleted work is ordered eliminated. Labor
costs for equipment operators and helpers shall be reported only when such costs are not
included in the invoice for equipment rental. The use of labor classification which would increase
the Allowable Cost for Extra Work will not be permitted unless Contractor establishes the
necessity for such additional costs.
Benefits. Payroll taxes, insurance, health and welfare, pension, vacation, apprenticeship funds
and benefits required by lawful collective bargaining agreements for employees on straight -time
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wages or salaries, and on overtime wages and salaries specifically authorized by City in writing,
for employees employed at the site, or at fabrication sites off the site, in the direct performance
of the Extra Work or that would have been incurred in the direct performance of the deleted
work.
3. Materials, Consumables, Costs of materials and consumable items which are furnished and
incorporated into the Work, as approved by City, or that would have been incorporated into the
Work in the case of deleted work shall be at the lowest price available to Contractor but in no
event shall such costs exceed competitive wholesale prices obtainable from other
Subcontractors, suppliers, manufacturers and distributors in the general vicinity of the site. If
City determines, in its discretion, that the cost of materials is excessive, or if Contractor fails to
furnish satisfactory evidence of the cost from the actual supplier thereof, then in either case the
cost of the materials shall be deemed to be the lowest wholesale price at which similar materials
are available in the quantities required at the time they were needed. The City reserves the right
to furnish such materials as it deems advisable, and Contractor shall have no claim for costs or
profits on materials so furnished. Material invoices must be included with the extra work report
to obtain payment.
4. Taxes. Sales taxes on the costs of materials and consumable items described in Paragraph
5.04-C.3 above.
5. Tool, Equipment Rental. Rental charges for necessary machinery and equipment, whether
owned or hired, as authorized in writing by City, exclusive of hand tools, used directly in the
performance of the Extra Work or that would have been used in the direct performance of the
deleted work. Regardless of ownership, such rental charges shall not exceed the hourly rate
derived from the most recently published "Rental Rate Blue Book for Construction Equipment'
or the "Rental Rate Blue Book for Older Construction Equipment," as published by K-111, San
Jose, California, which is in effect at the time of commencement of the changed work. The
Contractor shall attach a copy of the rate schedule to the daily reports required by Paragraph
6.06-B, above. The charges for any machinery and equipment shall cease when the use thereof
is no longer necessary for the Extra Work or deleted work. No charge shall be allowed for use
of equipment or tools which have a replacement value of $500 or less. The allowable rental
rates shall include the cost of fuel, power oil, lubrication, supplies, small tools, necessary
attachments, loading, transportation, repairs and maintenance of any kind, depreciation,
storage, insurance, and all incidentals. Notwithstanding the provisions of Paragraph 6.06-E
below, no mark-up shall be allowed for overhead, profit or bond premiums for use of equipment
if the equipment is supplied by an equipment rental firm. If equipment is used intermittently and,
when not in use, could be returned to its rental source at less expense to City than holding it at
the Site, it shall be returned, unless Contractor elects to keep it at the Site at no expense to City.
Costs incurred while equipment is inoperative due to breakdowns, regular maintenance, or for
non -Working Days shall not be allowed. The rental time shall include the time required to move
the equipment to the Work from the nearest available source for rental of such equipment and
to return it to the source. If such equipment is not moved by its own power, then loading and
transportation will be allowed. Neither moving time nor loading and transportation costs will be
paid if the equipment is for use on the Project unrelated to the Extra Work. All equipment shall
be acceptable to City, in good working condition, and suitable for the purpose for which it is to
be used.
6. Royalties. Additional or saved costs of royalties due to the performance of the Extra Work or
deleted work.
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7, Insurance, Bonds. Additional or saved costs of insurance and bonds, provided, however, that
for Extra Work such costs shall not exceed one percent (1%) of Items 1 through 6 above.
D. Costs Not Allowed
Allowable Costs shall not include any of the following:
1. Wages, salaries, fringe benefits and payroll taxes of Contractor's and all Subcontractor's non -
craft labor (above a Foreman level);
2. Overhead (including home office overhead), administrative or general expenses of any kind
including engineering, estimating, scheduling, drafting, detailing, etc., incurred in connection
with Extra Work;
3. Vehicles not dedicated solely for the performance of the extra of deleted work;
4. Small tools (replacement value not exceeding $500);
5. Office expenses, including secretarial and administrative staff, materials and supplies;
6. On -site and off -site trailer and storage rental and expenses;
7. Site fencing;
8. Utilities, including gas, electric, sewer, water, telephone, telefax, copier equipment;
9. Computer and data processing personnel, equipment and software;
10. Federal, state of local business income and franchise taxes;
11. Losses of efficiency or productivity; and
12. Costs and expenses of any kind or item not specifically and expressly included in Paragraph
6.06-C.
E. Allowable Mark -Up (Staff to Determine one of the following 2 options for Allowable Mark Up)
[OPTION #1]
1. If the Net Cost of Extra Work is less than or equal to $25,000, the Allowable Mark -Up shall be
computed as follows:
(a) For Extra Work performed directly by the Contractor's forces, the added cost for all expenses
of overhead, profit, bond and insurance ("Allowable Mark -Up") shall not exceed fifteen percent
(15%) of the net cost of the Extra Work.
(b) For Extra Work performed by a Subcontractor, the added cost of combined expenses,
Allowable Mark -Up for Contractor and all Subcontractor(s) shall not exceed twenty (20%) of
the net cost of all Subcontractor(s)'s Extra Work.
2. If the net cost of Extra Work is greater than $25,000 and less than or equal to $100,000, the
Allowable Mark-up shall be computed as follows:
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(a) For Extra Work performed directly by the Contractor's forces the added cost for Allowable
Mark -Up shall not exceed twelve (12%) of the net cost of the Extra Work.
(b) For Extra Work performed by a Subcontractor, the added cost of combined expenses for
Allowable Mark -Up for Contractor and all Subcontractor(s) shall not exceed seventeen (17%)
of the net cost of all Subcontractor(s)'s Extra Work.
3. If the net cost of Extra Work is greater than $100,000, the Allowable Mark-up shall be computed
as follows:
[Option # 2]
(a) For Extra Work performed directly by the Contractor's forces the added cost for Allowable
Mark -Up shall not exceed ten percent (10%) of the net cost of the Extra Work.
(b) For Extra Work performed by a Subcontractor, the added cost of combined expenses for
Allowable Mark -Up for Contractor and all Subcontractor(s) shall not exceed fifteen (15%) of
the net cost of all Subcontractor(s)'s Extra Work.
Extra Work by contractor (Markup): The following percentages shall be added to the Contractor's
costs and shall constitute the markup for all overhead and profits:
Labor 33%
Materials 15%
Equipment Rental 15%
Other Items and Expenditures 15%
2. Extra Work by Subcontractor (Markup): When all or any part of the extra work is performed by a
Subcontractor, the markup provided for the Contractor in 6.06.E.1 shall apply to the
Subcontractor's actual costs. A markup of 5% on the subcontracted portion of each extra work
may be added for the Contractor.
F. Net Allowable Costs
If anyone scope change involves both Extra Work and deleted work in the same portion of the Work
and the additive allowable costs exceed the deductive allowable costs, the Allowable Markups on
the Extra Work will be only the difference between the two amounts.
6.07 CITY ORIGINATED REQUEST FOR ITEMIZED CHANGE ORDER PROPOSAL REQUEST
City may issue a Construction Change Directive or other written request to Contractor describing a proposed
change to the Work and requesting the Contractor submit an itemized change order proposal in a format
acceptable to City within ten (10) calendar days after City issues the request. The Contractor's change order
proposal shall include an analysis of impacts to cost and time, if any, to perform additional work, change
Work or delete Work, as applicable, including the effects and impacts, if any, on unchanged Work, estimates
of costs (broken down by the cost categories listed in this Paragraph), and Contractor's proposed methods
to minimize costs, delay, and disruption to the performance of the Work. If Contractor fails to submit a written
change order proposal within such period of time, it shall be presumed that the change described in the City's
original proposal request will not result in an increase to the Contract Sum or Contract Time and the change
shall be performed by Contractor without additional compensation to Contractor. City's request for itemized
change order proposal request does not authorize the Contractor to commence performance of the change.
If City desires that the proposed change be performed, the Work shall be authorized according to the Change
Order or Construction Change Directive procedures set forth herein.
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6.08 CONTRACTOR ORIGINATED CHANGE ORDER REQUEST (COR)
If the Contractor believes that instructions issued by the City after the effective date of the Contract will result
in changes to the Contract Sum or Contract Time or if the Contractor otherwise becomes aware of the need
for or desirability of a change in the Work, Contractor may submit a written Change Order Request ("COR")
to the City in writing, in a format acceptable to City and in accordance with the notice provisions and other
requirements of Article 7 below for Claims. The COR must specify the reasons for the proposed change, cost
impacts and relevant circumstances and impacts on the Construction Schedule. The document shall be
complete in its description of the Work, its material and labor quantities and detail, and must support and
justify the costs and credits claimed by the Contractor. A Critical Path Method schedule Fragnet is required
to support and justify any additional time of performance requested by the Contractor. The City will not review
any COR which is incomplete. The Contractor may request additional compensation and/or time through a
COR but not for instances that occurred more than ten (10) calendar days prior to the notice date. Contractor's
failure to initiate a COR within this ten-day period or to provide detailed back-up documentation to
substantiate the COR within thirty (30) calendar days of the initial written notice shall be deemed a waiver of
the right to adjustment of the Contract Sum or the Contract Time for the alleged change. Any COR that is
approved by the City shall be incorporated in a Change Order or Construction Change Directive. If the COR
is denied but the Contractor believes that it does have merit, the Contractor shall proceed with the disputed
Work and may submit a Claim in accordance with the procedures set forth herein.
6.09 ISSUANCE OF WORK DIRECTIVE (UNILATERAL).
In the event of a dispute as to whether or not Extra Work is required, City shall have the right to unilaterally
issue a Work Directive; Contractor shall continue performance of disputed Work pending resolution and shall
maintain and submit to City all accounting and cost data necessary to substantiate Contractor's cost of such
disputed Work.
[END OF ARTICLE]
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ARTICLE 7 - CONTRACT PAYMENTS AND CLAIMS
7.01 GENERAL
A. Payment will be made at the price for each item listed on the bidding form or as Extra Work as provided
in the General Conditions.
B. Initial progress payment will not be made prior to approval by the Director of the Schedule of Values,
the Construction Progress Schedule, and the Schedule of Submittals.
C. No subsequent progress payment will be made prior to receipt by the Director of the monthly revision
of the Construction Progress Schedule.
7.02 SCHEDULE OF VALUES FOR PAYMENTS
A. Submission
Upon City's request, the three (3) lowest bidders shall complete and submit a Preliminary Schedule
of Values, within seven (7) calendar days.
In addition, Contractor shall complete and furnish within seven (7) calendar days after receiving the
Notice of Award of the Construction Contract a Final Schedule of Values giving a complete
breakdown of the Contract Sum for each component of the Work.
B. Content
The Schedule of Values shall be in sufficient detail as the Director may, in its discretion, deem
necessary to evaluate progress at any point in the performance of the Work. Unless otherwise
specified in the Contract Documents, the Schedule of Values shall include, without limitation, a
breakdown of the general categories of Subcontractor work, direct overhead, profit and contingency,
and a further breakdown of the general categories of Subcontractor work into separate trade line
items of costs for Subcontractor services, labor and material, which is based on actual Subcontractor
contract, subcontract, purchase order or vendor prices. If requested by Director, Contractor shall
revise the Schedule of Values to allocate sums for Contractor overhead, profit and/or contingency
among the individual line items for trade portions of the Work. No amounts shall be reflected in the
Schedule of Values or Application for Payment for Extra Work or Deleted Work for which a Change
Order has not been executed by Contractor and City or for which a Construction Change Directive
has not been issued by City. Amounts that have been mutually agreed to by Change Order or
unilaterally determined by City pursuant to a Construction Change Directive shall be segregated from
the cost of the base Contract Work and separately listed by line item in the Schedule of Values. The
Schedule of Values must be prepared in sufficient detail and supported by sufficient data to
substantiate its accuracy as the Director may require.
C. Applications for Payment
The Schedule of Values, when approved by the Director, shall be used as a basis for Contractor's
Applications for Payment and may be considered as fixing a basis for adjustments to the Contract
Sum.
D. Revisions
If, at any time, it is determined that the Schedule of Values does not allocate the Contract Sum in a
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manner that reasonably and fairly reflects the actual costs anticipated to be progressively incurred
by Contractor, it shall be revised and resubmitted for the Director's approval.
7.03 APPLICATIONS FOR PAYMENT
A. Marked Schedule of Values
Five (5) Days prior to the date set forth in Paragraph 7.03-13 below for the monthly progress payment
meeting, Contractor shall submit to Director a copy of the proposed Schedule of Values, marked to
show the percentage of completion certified by Contractor for each line item in the Schedule of
Values, including any stored materials approved for payment by City pursuant to Paragraph 7.03-D,
below and any withholdings from Contractor proposed by Director.
B. Monthly Review
For the purpose of expediting the progress payment procedure, Contractor shall meet with the
Director on or before the twentieth (20th) day of each month to review the Contractor's marked
Schedule of Values prepared in accordance with Paragraph 7.03-A, above. The Director shall revise
as appropriate and sign the marked Schedule of Values to verify such review. If any item in the
marked Schedule of Values submitted for payment is disputed during this review, Contractor agrees
to use its best efforts to resolve the disputed items with the Director before submitting its Application
for Payment. If the Director and Contractor cannot agree, then the percentage completion shall be
established at such percentage as the Director, in good faith, determines is appropriate to the actual
progress of the Work. No inaccuracy or error in the Director's good faith estimate shall operate to
release Contractor or Surety from any responsibility or liability arising from or related to performance
of the Work. The Director shall have the right subsequently to correct any error and dispute any item
submitted in Contractor's Application for Payment, regardless of whether an item was identified as
disputed in the review process provided for herein.
C. Certification
Each Application for Payment shall be signed and certified by Contractor under penalty of perjury to
City that:
1. the data comprising the Application for Payment is accurate and the Work has progressed to
the point indicated;
2. to the best of Contractor's knowledge, information and belief, the Work is in accordance with the
Contract Documents;
3. Contractor is entitled to payment in the amount certified; and
4. all sums previously applied for by Contractor on account of Work performed by Subcontractors
and that have been paid by City have been paid to the Subcontractors performing such Work,
without any retention, withholding or backcharge by Contractor.
D. Stored Materials
Payments may be made by City, at its discretion, on account of materials or equipment not
incorporated into the Work but delivered on the ground at the Site and suitably stored by Contractor
or stored off -Site under the control of City. Such payments shall only be considered upon submission
by Contractor of satisfactory evidence that it has acquired title to same, that the material or equipment
will be utilized in the Work and that the material is satisfactorily stored, protected and insured, and
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that such other procedures are in place satisfactory to City to protect City's interests. To be
considered for payment, materials or equipment stored off -Site shall, in addition to the above
requirements and unless otherwise specifically approved by City in writing, be stored in a bonded
warehouse, fully insured, and available to City for inspection. City shall have sole discretion to
determine the amount of material and equipment that may be stored on the Site at any given time.
7.04 PROGRESS PAYMENTS
A. Conditions to Progress Payments
Contractor shall submit its Application for Payment to the Director, using such forms as required by
City, once a month on or before the first (1st) Day of the month following the month in which the
Work that is the subject of such Application for Payment was performed. Without limitation to any
other provisions of the Contract Documents, the following shall be conditions precedent to a proper
submission and to the Director approval of each Application for Payment:
1. submission of a Schedule of Values that reflects the percentages of completion either agreed to
or determined by Director in accordance with Paragraph 7.03-13, above;
2. submission of the Contractor's certification required by Paragraph 7.03-C, above;
submission of conditional releases of stop notice, if any, and bond rights upon progress
payment, complying with California Civil Code Section 8132, for all Work performed during the
time period covered by the current Application for Payment, signed by Contractor, its
Subcontractors of every tier, and all material suppliers to each, and (2) forms of unconditional
release of stop notice and bond rights upon progress payment, complying with California Civil
Code Section 8134 for all Work performed during the time period covered by the previous
Application for Payment, signed by Contractor, its Subcontractors of every tier and all material
suppliers to each;
4. compliance by Contractor with its obligation for maintenance of As-Builts as required by the
Contract Documents;
5. compliance by Contractor with its obligation for submission of monthly and daily reports as
required by the Contract Documents;
6. compliance by Contractor with its obligations for submission of scheduling information and
updating of the Construction Schedule as required by Article 4, above and other provisions of
the Contract Documents pertaining to preparation or updating of schedule information;
7. submission of certified payroll records as required by the Contract Documents;
8. submission of certifications by Contractor and each Subcontractor as required by applicable
collective bargaining agreements certifying that all employee benefit contributions due and
owing pursuant to any applicable collective bargaining agreement have been paid in full; and
9. compliance by Contractor with all of its other obligations for submission of documentation or
performance of conditions which, by the terms of the Contract Documents, constitute conditions
to Contractor's right to receive payment for Work performed.
B. Payments by City
Pursuant to California Public Contract Code Section 20104.50, City shall make progress payment of
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undisputed sums due within thirty (30) Days after receipt by Director of an undisputed and properly
submitted Application for Payment, calculated on the basis of ninety-five percent (95%) of value
determined pursuant to Paragraph 7.03-B above of the following:
1. the portion of the Work permanently installed and in place;
2. plus, the value of materials delivered on the ground or in storage as approved by City pursuant
to Paragraph 7.03-D, above,
3. less, the aggregate of previous payments, and
4. less, any other withholdings authorized by the Contract Documents.
C. Rejection by City
Any Application for Payment determined not to be undisputed, proper and suitable for payment shall
be returned to Contractor as soon as practicable, but not later than seven (7) Days, after receipt by
City accompanied by an written explanation of the reasons why the payment request was rejected.
Failure by City or Director to either timely reject an Application for Payment or specify any grounds
for rejection shall not constitute a waiver of any rights by City. Applications for Payment that are
rejected shall be corrected and resubmitted within seven (7) Days after receipt by Contractor.
D. Interest
If City fails to make a progress payment to Contractor as required by Paragraph 7.04-B, above, City
shall pay interest to Contractor equivalent to the legal rate set forth in subdivision (a) of California
Code of Civil Procedure Section 685.010. The number of Days available to City to make payment
pursuant to Paragraph 7.04-13, above without incurring interest pursuant to this Paragraph shall be
reduced by the number of Days by which City exceeds the seven (7) Day return requirement
applicable to City as set forth in Paragraph 7.04-C, above.
7.05 FINAL PAYMENT
A. Retention
In addition to withholdings permitted by Paragraph 7.09 below, a sum equal to five percent (5%) of
all sums otherwise due to Contractor as progress payments shall be withheld by city pursuant to
Paragraph 7.04-B from each progress payment ("Retention") and retained until such time as it is due
as described herein. A higher Retention amount may be approved by the City Council where project
is deemed "substantially complex" by City Council. (Note to Staff: Public Contract Code §7201(b)(1),
9203:To qualify for higher retention than 5%, the Council must determine the project to be
substantially complex, when the project goes before the City Council to approve the plans and
specifications, and authorizes the City Clerk to advertise for bids. The City Council resolution will
need to include "findings" (factual statements) that (1) the project is "substantially complex," and (2)
the reasons why it is "substantially complex." The bid documents must also contain the Council
findings)
Conditions to Final Payment
Contractor shall submit its Application for Final Payment, using such forms as required by Director,
prior to requesting a final inspection of the Work in accordance with Paragraph 3.06 above. Such
Application for Final Payment shall be accompanied by all the following:
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1. an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected
with the Project for which City or City's property or funds might be liable have been paid or
otherwise satisfied;
2. Contractor's certification as required by Paragraph 7.03-C, above;
3. consent of surety, if any, to Final Payment;
4. a certificate evidencing that the insurance required by the Contract Documents is in force;
5. Conditional Waiver and Release Upon Final Payment in the form required by California Civil
Code Section 8136 executed by Contractor, all Subcontractors of every tier and by all material
suppliers of each, covering the final payment period;
6. Unconditional Waiver and Release Upon Progress Payment in the form required by California
Civil Code Section 8136 executed by Contractor, all Subcontractors of every tier and by all
material suppliers of each, covering the previous payment period;
7. all Record Documents (including, without limitation, complete and accurate As -Built drawings
which shall be kept up to date during the performance of the Work);
8. documentation that Contractor has inspected, tested, and adjusted performance if every system
or facility of the Work to ensure that overall performance is in compliance with the terms of the
Contract Documents;
9. four (4) copies of all warranties from vendors and Subcontractors, operation and maintenance
manuals, instructions and related agreements, and equipment certifications and similar
documents;
10. certifications by Contractor and each Subcontractor as required by applicable collective
bargaining agreements that all employee benefit contributions due and owing pursuant to any
applicable collective bargaining agreement have been paid in full;
11. releases of rights and claims relating to patents and trademarks, as required by the Contract
Documents; and
12. any other documents or information required by the Contract Documents as a condition of Final
Payment or Final Completion.
C. Final Payment
Pursuant to the Public Contract Code Section 7107, within sixty (60) Days after City issues the Notice
of Completion to Contractor, the Final Payment, including Retention, shall be released to Contractor,
subject to the City's right to withhold 150% of any disputed amounts.
D. Disputed Amounts
Pursuant to California Public Contract Code 7107, City may deduct and withhold from the Final
Payment due under Paragraph 7.05-C, above, an amount up to 150% of any disputed amounts,
including, without limitation, amounts to protect City against any loss caused or threatened as a result
of Contractor's failing to fully perform all of those obligations that are required to be fulfilled by
Contractor as a condition to Final Completion and Final Payment. Alternatively, City may elect, in its
sole discretion, to accept the Work without correction or completion and adjust the Contract Sum
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pursuant to the Contract Documents.
E. Acceptance of Final Payment
Acceptance of Final Payment by Contractor shall constitute a waiver of all rights by Contractor
against City for recovery of any loss, excepting only those Claims that have been submitted by
Contractor in the manner required by the Contract Documents prior to or at the time of the Final
Payment.
7.06 MISCELLANEOUS
A. Joint Payment
City shall have the right, if deemed necessary in its sole discretion, to issue joint checks made
payable to Contractor and any Subcontractor(s) of any Tier. The joint check payees shall be solely
responsible for the allocation and disbursement of funds included as part of any such joint payment.
Endorsement on such check by a payee shall be conclusively presumed to constitute receipt of
payment by such payee. In no event shall any joint check payment be construed to create any
contract between City and a Subcontractor of any Tier, any obligation from City to such Subcontractor
or any third party rights against City or Director.
B. Withholding/Duty to Proceed
The payment, withholding or retention of all or any portion of any payment claimed to be due and
owing to Contractor shall not operate in any way to relieve Contractor from its obligations under the
Contract Documents. Contractor shall continue diligently to prosecute the Work without reference
to the payment, withholding or retention of any payment. The partial payment, withholding or
retention by City in good .faith of any disputed portion of a payment, whether ultimately determined
to be correctly or incorrectly asserted, shall not constitute a breach by City of the Construction
Contract and shall not be grounds for an adjustment of the Contract Sum or Contract Time.
C. No Acceptance
No payment by City or partial or entire use of the Work by City shall be construed as approval or
acceptance of the Work, or any portion thereof.
D. Contractor Payment Warranty
Submission of an Application for Payment shall constitute a representation and warranty by
Contractor that:
1. Title to Work covered by an Application for Payment will pass to City either by incorporation into
the construction or upon receipt of payment by Contractor, whichever occurs first; and
2. Work covered by previous Applications for Payment are free and clear of liens, stop notices,
claims, security interests or encumbrances imposed by the Contractor or any other person.
E. Corrections
No inaccuracy or error in any Application for Payment provided by Contractor shall operate to release
Contractor from the error, or from losses arising from the Work, or from any obligation imposed by
the Contract Documents. City retains the right to subsequently correct any error made in any
previously approved Application for Payment, or progress payment issued, by adjustments to
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subsequent payments.
7.07 PAYMENTS BY CONTRACTOR
Contractor shall not include in its Applications for Payment sums on account of any Subcontractor's portion
of the Work that it does not intend to pay to such Subcontractor. Upon receipt of payment from City, Contractor
shall pay the Subcontractor performing Work on the Project, out of the amount paid to Contractor on account
of such Subcontractor's portion of the Work, the amount to which said Subcontractor is entitled in accordance
with the terms of its contract with Contractor and applicable laws, including, without limitation, California Public
Contract Code Section 7107. Contractor shall remain responsible notwithstanding a withholding by City
pursuant to the terms of these Contract Documents, to promptly satisfy from its own funds sums due to all
Subcontractors who have performed Work that is included in Contractor's Application for Payment. Contractor
shall, by appropriate agreement, require each Subcontractor to make payments to its subcontractors and
material suppliers in similar manner. City shall have no obligation to pay or be responsible in any way for
payment to a Subcontractor of any tier or material supplier.
7.08 PAYMENTS WITHHELD
A. Withholding by City
In addition to any other amounts which City may have the right to retain under the Contract
Documents, City may withhold a sufficient amount of any payment otherwise due to Contractor as
City, in its sole discretion, may deem necessary to cover actual or threatened loss due to any of the
following:
Third Party Claims. Third -party claims or stop notices filed or reasonable evidence indicating
probable filing of such claims or stop notices. City shall promptly inform Contractor of any third
party claims related to this Contract; [NOTE: PUBLIC ENTITES ARE REQUIRED TO INCLUDE
PROVISIONS IN PUBLIC WORKS CONTRACTS FOR TIMELY NOTIFICATION TO THE
CONTRACTOR OF THE RECEIPT OF ANY THIRD PARTY CLAIM RELATED TO THE
CONTRACT, PC C §9201(b).
2. Defective Work. Defective Work not remedied;
3. Nonpayment. Failure of Contractor to make proper payments to its Subcontractors for services,
labor, materials or equipment;
4. Inability to Complete. Reasonable doubt that the Work can be completed for the then unpaid
balance of the Contract Sum or within the Contract Time;
5. Violation of Applicable Laws. Failure of Contractor or its Subcontractors to comply with
applicable laws or lawful orders of governmental authorities;
6. Penalty. Any claim or penalty asserted against City by virtue of Contractor's failure to comply
with applicable laws or lawful orders of governmental authorities (including, without limitation
labor laws);
7. Failure to Meet Contract Time. Any damages which may accrue as a result of Contractor failing
to meet the Construction Schedule or failing to perform within the Contract Time;
8. Setoff. Any reason specified elsewhere in the Contract Documents as grounds for a withholding
offset or set off or that would legally entitle City to a set-off or recoupment;
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9. Consultant Services. Additional professional, consultant or inspection services required due to
Contractor's failure to comply with the Contract Documents;
10. Liquidated Damages. Liquidated damages assessed against Contractor;
11. Materials. Materials ordered by City pursuant to the Contract Documents;
12. Damages. Loss caused by Contractor or Subcontractor to City, Separate Contractors or any
other person or entity under contract to City;
13. Clean Up. Clean up performed by City and chargeable to Contractor pursuant to the Contract
Documents;
14, Employee Benefits. Failure of Contractor to pay contributions due and owing to employee
benefits funds pursuant to any applicable collective bargaining agreement or trust agreement;
15. Required Documents. Failure of Contractor to submit on a timely basis, proper and sufficient
documentation required by the Contract Documents, including, without limitation, Construction
Schedule updates, 'look ahead' schedules, Submittals, Schedules of Values, information on
Subcontractors, Change Orders, certifications and other required reports or documentation; and
16. Other Breach. A breach of any obligation or provision of the Contract Documents.
B. Release of Withholding
If and when City determines, in its sole discretion, that the above grounds for withholding have been
removed and that all losses incurred or threatened have been paid, credited or otherwise satisfied, then
payment shall be made for amounts withheld because of them.
C. Application of Withholding
City may apply sums withheld pursuant to Paragraph 7.08-A above, in payment of any loss or
threatened loss as City determines, in its sole discretion, to be appropriate. Such payments may be
made without a priorjudicial determination of City's actual rights with respect to such loss. Contractor
agrees and hereby designates City as its agent for such purposes, and agrees that such payments
shall be considered as payments made under Construction Contract by City to Contractor. City shall
not be liable to Contractor for such payments made in good faith. City shall submit to Contractor an
accounting of such funds disbursed on behalf of Contractor. As an alternative to such payment, city
may, in its sole discretion, elect to exercise its right to adjust the Contract Sum as provided in the
Contract Documents.
D. Continuous Performance
Provided City pays the undisputed portion, if any, of funds withheld in good faith, Contractor shall
maintain continuous and uninterrupted performance of the Work during the pendency of any disputes
or disagreements with City.
7.09 SUBSTITUTION OF SECURITIES
A. Public Contract Code
Pursuant to the requirements of California Public Contract Code Section 22300, upon Contractor's
request, City will make payment to Contractor of any funds withheld from payments to ensure
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performance under the Contract Documents if Contractor deposits with City, or in escrow with a
California or federally chartered bank in California acceptable to City ("Escrow Agent"), securities
eligible for the investment of State Funds under Government Code Section 16430, or bank or savings
and loan certificates of deposit, interest -bearing demand deposit accounts, standby letters of credit, or
any other security mutually agreed to by the Contractor and the City, upon the following conditions:
1. Contractor shall be the beneficial owner or any securities substituted for monies withheld for the
purpose of receiving any interest thereon.
2. All expenses relating to the substitution of securities under Public Contract Code Section 22300
and under this Paragraph 7.04, including, but not limited to City's overhead and administrative
expenses, and expenses of Escrow Agent shall be the responsibility of Contractor.
3. Securities or certificates of deposit substituted for monies withheld shall be of a value of at least
equivalent to the amounts of retention to be paid to Contractor pursuant to the Contract
Documents.
4. If Contractor chooses to deposit securities in lieu of monies withheld with an Escrow Agent,
Contractor, City and Escrow Agent shall, as a prerequisite to such deposit, enter into an escrow
agreement, using the City's form, "Escrow Agreement for Deposit of Securities in Lieu of
Retention."
5. Contactor shall obtain the written consent of Surety to such agreement.
6. Securities, if any, shall be returned to Contractor only upon satisfactory Final Completion of the
Work.
B. Substitute Security
To minimize the expense caused by such substitution of securities, Contractor shall, prior to or at the
time Contractor requests to substitute security, deposit sufficient security to cover the entire amount to
be withheld. Should the current market value of such substituted security fall below the amount for
which it was substituted, or any other amounts which the City withholds pursuant to the Contract
Documents, Contractor shall immediately and at Contractor's expense and at no cost to City deposit
additional security qualifying under Public Contract Code Section 22300 until the current market value
of the total security deposited is no less than the amount subject to withholding under the Contract
Documents. Securities shall be valued as often as conditions of the securities market warrant, but in
no case less frequently than once per month.
C. Deposit of Retentions
Alternatively, subject to the conditions set forth in Paragraph 7.04-A above, upon request of
Contractor, City shall make payment of retentions directly to Escrow Agent at the expense of
Contractor, provided that Contractor, City and Escrow Agent shall, as a prerequisite such payment,
enter into an escrow agreement in the same form as prescribed in Part 4 of Paragraph A, above. At
the expense of Contractor and at no cost to City, Contractor may direct the investment of the
payments into securities and interest bearing accounts, and Contractor shall receive the interest
earned on the investments. Escrow Agent shall hold such direct payments by City under the same
terms provided herein for securities deposited by Contractor. Upon satisfactory Final Completion of
the Work, Contractor shall receive from Escrow Agent all securities, interest and payments received
by Escrow Agent from City, less escrow fees and charges of the Escrow Account, according to the
terms of Public Contract Code Section 22300 and the Contract Documents.
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D. Time for Election of Substitution of Securities
Notwithstanding the provision of 7.04 A, B, and C above and California Public Contract Code Section
22300, the failure of Contractor to request the Substitution of eligible securities for monies to be withheld
by City within ten (10) days of the award of Contract to Contractor shall be deemed to be a waiver of
all such rights.
7.10 CLAIMS
A. Arising of Claim.
1. Scope Change. When Contractor has a claim for an increase in the Contract Sum or Contract
Time due to a scope change which has not yet become final, a "claim" will be deemed to arise
once the Director has issued a decision denying, in whole or in part, the Contractor's Change
Order Request.
2. Other Claims. In the case of a Claim by Contractor that does not involve an adjustment to the
Contract Sum or Contract Time due to a scope change and which has not become final, the
Claim may be asserted if, and only if, Contractor gives written notice to City of intent to file the
Claim within three (3) days of the date of discovery relative to such circumstances (even if
Contractor has not yet been damaged or delayed). Such written notice of intent to file a Claim
shall be valid if, and only if, it identifies the event or condition giving rise to the Claim, states its
probable effect, if any with respect to Contractor's entitlement to an adjustment of the Contract
Sum or Contract Time and complies with the requirements of Paragraph 7.11-13, below. For
purposes of this Paragraph 7.11, a Claim for which such written notice is required and has been
given by Contractor shall be deemed to arise on the date that such written notice is received by
City.
B. Content of Claim
A Claim by Contractor must include all of the following:
1. A statement that it is a Claim and a request for a decision on the Claim;
A detailed description of the act, error, omission, unforeseen condition, event or other
circumstance giving rise to the Claim.
3. If the Claim involves an adjustment to the Contract Sum or Contract Time due to a change in
scope, a statement demonstrating that all requisite notices were provided, including, without
limitation, timely written notice and a Change Order Request as required by Article 6 of these
General Conditions and timely notice of delay and request for extension of time in accordance
with Article 3. If the Claim does not involve an adjustment to the Contract Sum or Contract Time
due to a change in scope, a statement demonstrating that a notice of intent to file the Claim was
timely submitted as required by Paragraph 7.10-A.2, above;
4. A detailed justification for any remedy or relief sought by the Claim including without limitation,
a detailed cost breakdown in the form' required for submittal of Change Order Requests and
actual job cost records demonstrating that the costs have been incurred;
5. If the Claim involves a request for adjustment of the Contract Time, written documentation
demonstrating that Contractor has complied with the requirements of the Contract Documents
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and written substantiation (including, without limitation, a Time Impact Analysis) demonstrating
that Contractor is entitled to an extension of time under the Contract Documents; and
6. A written certification signed by a managing officer of Contractor's organization, who has the
authority to sign contracts and purchase orders on behalf of Contractor and who has personally
investigated and confirmed the truth and accuracy of the matters set forth in such certification,
in the'following form:
"I hereby certify under penalty of perjury that I am a managing officer of (Contractor's name) and
that I have reviewed the Claim presented herewith on Contractor's behalf and/or on behalf of
(Subcontractor's name) and that, to the best of my knowledge after conducting a diligent inquiry
into the facts of the Claim, the following statements are true and correct:
The facts alleged in or that form the basis for the Claim are, to the best of my knowledge
following diligent inquiry, true and accurate; and,
(a) I do not know of any facts or circumstances, not alleged in the Claim, that by
reason of their not being alleged render any fact or statement alleged in the Claim
materially misleading; and,
(b) I have, with respect to any request for money or damages alleged in or that forms
the basis for the Claim, reviewed the job cost records (including those maintained
by Contractor and by any Subcontractor, of any tier, that is asserting all or any
portion of the Claim) and confirmed with reasonable certainty that the losses or
damages suffered by Contractor and/or such Subcontractor were in fact suffered
in the amounts and for the reasons alleged in the Claim; and,
(c) I have, with respect to any request for extension of time or claim of delay,
disruption, hindrance or interference alleged in or that forms the basis for the
Claim, reviewed the job schedules (including those maintained by Contractor and
the Subcontractor, of any tier, that is asserting all or any portion of the Claim) and
confirmed on an event -by -event basis that the delays or disruption suffered by
Contractor and/or such Subcontractor were in fact experienced for the durations,
in the manner, and with the consequent effects on the time and/or sequence of
performance of the Work, as alleged in the Claim; and,
(d) I have not received payment from City for, nor has Contractor previously released
City from, any portion of the Claim."
Signature: Date:
Name:
Title:
Company
C. Noncompliance
Failure to submit any of the information, documentation or certifications required by Paragraph 7.10-
B, above, shall result in the Claim being returned to Contractor without any decision.
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D. Submission of Claims
1. Director. Claims shall be first submitted to the City for decision by the Director.
2. Continuous Work. Notwithstanding the making of any Claim or the existence of any dispute
regarding any Claim, unless otherwise directed by City, Contractor shall not delay, slow or stop
performance of the Work, but shall diligently proceed with performance in accordance with the
Contract Documents and City will continue, to make undisputed payments as by the Contract
Documents.
3. Time for Filing. All Claims and supporting documentation and certifications must be filed within
thirty (30) days after the Claim arises. No Claims shall be filed after Final Payment.
4. Conditions Precedent. No Claim may be asserted unless Contractor has strictly complied with
the requirements of this Paragraph 7.10-D, which shall be considered conditions precedent to
Contractor's right to assert the Claim and to initiate the Dispute Resolution Process with respect
to such Claim.
E. Response to Claims, Meet and Confer
Claims less than $50,000. Claims less than $50,000 shall be responded to by City in writing
within forty-five (45) days of receipt of the Claim, unless City requests additional information or
documentation of the Claim within thirty (30) days of receipt of the Claim, in which case City
shall respond to the Claim within fifteen (15) days after receipt of the further information or
documentation or within a period of time no greater than that taken by Contractor in producing
the additional information or documentation, whichever is greater.
2. Claims $50,000 or more. Claims $50,000 or more shall be responded to by City in writing within
(60) days of receipt of the Claim, unless City requests additional information or documentation
of the Claim within thirty (30) days of receipt of the Claim, in which case City shall respond to
the Claim within thirty (30) days after receipt of the further information or documentation or within
a period of time no greater than that taken by Contractor in producing the additional information
or documentation, whichever is greater.
3. Meet and Confer. If Contractor disputes City's response, or if City fails to respond within the
prescribed time set forth in Paragraph 7.10-E.1 and 7,10-E.2, above, Contractor may so notify
City, in writing, within fifteen (15) days of City's response, or within fifteen (15) days of City's
response due date in the event of a failure to respond, and demand an informal conference to
meet and confer for settlement of the issues in dispute. Upon such demand, City shall schedule
a meet and confer conference within thirty (30) days of such demand, for discussion of
settlement of the dispute.
Finality of Decision
If Contractor disputes the Director's decision under this Article, it shall commence the Dispute
Resolution Process as set forth in Article 15 of these General Conditions by filing a Statement of
Dispute within seven (7) days after receipt of the Director's response.
G. Continuing Contract Performance/Duty to Proceed with Disputed Work
Contractor shall not delay or postpone any Work pending resolution of any claims, disputes or
disagreements. Pending final resolution of a claim, the Contactor shall proceed diligently with
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performance of the Contract and the City shall continue to make payments for undisputed Work in
accordance with the Contract Documents. In the event of disputed Work, City shall have the right to
unilaterally issue a Work Directive and Contractor shall continue performance pending resolution of the
dispute and shall maintain the accounting and cost data to substantiate the cost of such disputed work.
[END OF ARTICLE]
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ARTICLE 8 - MATERIALS AND EQUIPMENT
8.01 GENERAL
A. The Contractor shall furnish all materials and equipment needed to complete the Work and installations
required under the terms of this Contract, except those materials and equipment specified to be
furnished by the City.
B. The Contractor shall submit satisfactory evidence that the materials and equipment to be furnished and
used in the work are in compliance with the Specifications. Materials and equipment incorporated in
the Work and not specifically covered in the Specifications shall be the best of their kind. Unless
otherwise specified, all materials and equipment incorporated in the Work under the Contract shall be
new.
8.02 QUALITY AND WORKMANSHIP
All material and equipment furnished by the Contractor shall be new, high grade, and free from defects and
imperfections, unless otherwise hereinafter specified. Workmanship shall be in accordance with the best
standard practices. All materials and equipment must be of the specified quality and equal to approved samples,
if samples have been required. All Work shall be done and completed in a thorough, workmanlike manner,
notwithstanding any omission from the Specifications or Drawings, and it shall be the duty of the Contractor to
call attention to apparent errors or omissions and request instructions before proceeding with the Work. The
Director may, by appropriate instructions, correct errors and supply omissions, which instructions shall be binding
upon the Contractor as though contained in the original Specifications or Drawings. All Work performed under
the Specifications will be inspected by the Director as provided in Paragraph 8.04. All materials and equipment
furnished and all Work done must be satisfactory to the Director. Work, material, or equipment not in accordance
with the Specifications, in the opinion of the Director shall be made to conform thereto. Unsatisfactory materials
and equipment will be rejected, and if so ordered by the Director, shall, at the Contractor's expense, be
immediately removed from the vicinity of the Work.
8.03 TRADE NAMES AND "OR APPROVED EQUAL" PROVISION
Whenever in the Specifications or Drawings the name or brand of a manufactured article is used it is intended
to indicate a measure of quality and utility or a standard. Except in those instances where the product is
designated to match others in use on a particular improvement either completed or in the course of completion,
the Contractor may substitute any other brand or manufacture of equal appearance, quality, and utility on
approval of the Director, provided the use of such brand or manufacture involves no additional cost to the City.
8.04 APPROVAL OF MATERIALS
A. The Contractor shall furnish without additional cost to the City such quantities of construction materials
as may be required by the Director for test purposes. He/she shall place at the Director's disposal all
available facilities for and cooperate with him in the sampling and testing of all materials and
workmanship. The Contractor shall prepay all shipping charges on samples. No samples are to be
submitted with the bids unless otherwise specified.
B. Each sample submitted shall be labeled. A letter, in duplicate, submitting each shipment of samples
shall be mailed to the Director by the Contractor. Both the label on the sample and the letter of
transmittal shall indicate the material represented, its place of origin, the names of the producer and
the Contractor, the Specifications number and title, and a reference to the applicable Drawings and
Specifications paragraphs.
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C. Materials or equipment of which samples are required shall not be used on the Work until approval has
been given by the Director in writing. Approval of any sample shall be only for the characteristics of the
uses named in such approval and no other. No approval of a sample shall be taken in itself to change
or modify any Contract requirement.
D. Failure of any material to pass the specified tests, including life cycle maintenance data may be
sufficient cause for refusal to consider under this Contract, any further sample of the same brand or
make of that material.
8.05 ORDERING MATERIALS AND EQUIPMENT
One copy of each of the Contractor's purchase orders for materials and equipment forming a portion of the Work
must be furnished to the Director, if requested, Each such purchase order shall contain a statement that the
materials and equipment included in the order are subject to inspection by the City. Materials and equipment
purchased locally will, at the City's discretion, be inspected at the point of manufacture or supply, and materials
and equipment supplied from points outside the Los Angeles area will be inspected upon arrival at the job, except
when other inspection requirements are provided for specific materials in other sections of the Contract
Documents.
8.06 AUTHORITY OF THE DIRECTOR
A. On all questions concerning the acceptability of materials or machinery, the classification of materials,
the execution of the Work, and conflicting interests of Contractors performing related work, the decision
of the Director shall be final and binding.
B. The Director will make periodic observations of materials and completed work to observe their
compliance with Drawings, Specifications, and design and planning concepts, but he/she is not
responsible for the superintendence of construction processes, site conditions, operations, equipment,
personnel, or the maintenance of a safe place to work or any safety in, on, or about the site of work.
8.07 INSPECTION
All materials furnished and work done under this Contract will be subject to rigid inspection. The Contractor shall
furnish, without extra charge, the necessary test pieces and samples, including facilities and labor for obtaining
them, as requested by the Director. The Director, or his/her authorized agent or agents, at all times shall have
access to all parts of the shop and the works where such materials under his/her inspection is being
manufactured or the work performed. Work or material that does not conform to the Specifications, although
accepted through oversight, may be rejected at any stage of the Work. Whenever the Contractor is permitted or
directed to do night work or to vary the period during which work is carried on each day, he/she shall give the
Director due notice, so that inspection may be provided. Such work shall be done under regulations to be
furnished in writing by the Director.
8.08 INFRINGEMENT OF PATENTS
The Contractor shall hold and save the City, its officers, agents, servants, and employees harmless from and
against all and every demand or demands, of any nature or kind, for or on account of the use of any patented
invention, process, equipment, article, or appliance employed in the execution of the Work or included in the
materials or supplies agreed to be furnished under this Contract, and should the Contractor, his/her agents,
servants, or employees, or any of them, be enjoined from furnishing or using any invention, process, equipment,
article, materials, supplies or appliance supplied or required to be supplied or used under this Contract, the
Contractor shall promptly substitute other inventions, processes, equipment, articles, materials, supplies, or
appliances in lieu thereof, of equal efficiency, quality, finish, suitability, and market value, and satisfactory in all
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respects to the Director. Or in the event that the Director elects, in lieu of such substitution, to have, supplied,
and to retain and use, any such invention, process, equipment, article, materials, supplies, or appliances, as may
by this Contract be required to be supplied and used, in that event the Contractor shall at his/her expense pay
such royalties and secure such valid licenses as may be requisite and necessary to enable the City, its officers,
agents, servants, and employees, or any of them, to use such invention, process, equipment, article, materials,
supplies, or appliances without being disturbed or in way interfered with by any proceeding in law or equity on
account thereof. Should the Contractor neglect or refuse promptly to make the substitution hereinbefore required,
or to pay such royalties and secure such licenses as may be necessary and requisite for the purpose aforesaid,
then in that event the Director shall have the right to make such substitution, or the City may pay such royalties
and secure such licenses and charge the cost thereof against any money due the Contractor from the City, or
recover the amount thereof from him/her and his/her surety, notwithstanding final payment under this Contract
may have been made.
[END OF ARTICLE]
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ARTICLE 9 — SUBMITTALS
9.01 GENERAL
A. The Contractor shall submit samples, drawings, and data for the Director's approval which demonstrate
fully that the construction, and the materials and equipment to be furnished will comply with the
provisions and intent of the Drawings and Specifications.
B. Specific items to be covered by the submittals shall include, as a minimum, the following:
For structures, submit all shop, setting, equipment, miscellaneous iron and reinforcement
drawings and schedules necessary.
2. For conduits, submit a detailed layout of the conduit with details of bends and fabricated
specials and furnish any other details necessary. Show location of shop and field welds.
3. For equipment which requires electrical service, submit detailed information to show power
supply requirements, wiring diagrams, control and protection schematics, shop test data,
operation and maintenance procedures, outline drawings, and manufacturer's
recommendation of the interface/interlock among the equipment.
4. For mechanical equipment submit all data pertinent to the installation and maintenance of
the equipment including shop drawings, manufacturer's recommended installation
procedure, detailed installation drawings, test data and curves, maintenance manuals, and
other details necessary.
5. Samples
6. Colors
7. Substitutions
8. Manuals
9. As -built drawings
10. Safety plans required by Article 10
9.02 PRODUCT HANDLING
A. Submittals shall be accompanied by a letter of transmittal and shall be in strict accordance with the
provisions of this Article.
Submit priority of processing when appropriate.
9.03 SCHEDULE OF SUBMITTALS
A. The Contractor shall prepare and submit a schedule of submittals. The schedule of submittals shall be
in the form of a submittal log. Refer to Paragraph 9.12.
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9.04 SHOP DRAWINGS
A. All shop drawings shall be produced to a scale sufficiently large to show all pertinent features of the
item and its method of connection to the Work.
B. All shop drawing prints shall be made in blue or black line on white background. Reproductions of
City/Contract Drawings are not acceptable.
C. The overall dimensions of each drawing submitted to the Director shall be equal to one of the City's
standard sheet sizes as listed below. The title block shall be located in the lower right hand comer of
each drawing and shall be clear of all line Work, dimensions, details, and notes.
Sheet Sizes
Height X Width
11" X 81/2"
11" X 17"
24" X 36"
30" X 42"
9.05 COLORS
Unless the precise color and pattern are specified elsewhere, submit accurate color charts and pattern charts to
the Director for his/her review and selection whenever a choice of color or pattern is available in a specified
product. Label each chart naming the source, the proposed location of use on the project, and the project.
9.06 MANUFACTURERS' LITERATURE
Where contents of submitted literature from manufacturers includes data not pertinent to the submittal, clearly
show which portions of the contents are being submitted for review.
9.07 SUBSTITUTIONS
A. The Contract is based on the materials, equipment, and methods described in the Contract Documents.
Any Contractor proposed substitutions are subject to the Director's approval.
The Director will consider proposals for substitution of materials, equipment, and methods only when
such proposals are accompanied by full and complete technical data, and all other information,
including life cycle maintenance data, required by the Director to evaluate the proposed substitution.
B. Any requests for substitutions by the Contractor must be made within forty-five (45) calendar days from
the Issuance Date on the Notice to Proceed. Otherwise, such requests will not be considered.
C. Trade names and "or approved equal" provision as set forth in Paragraph 8.03.
9.08 MANUALS
A. When manuals are required to be submitted covering items included in this Work, prepare and submit
such manuals in approximately 8-1/2" X 11" format in durable plastic binders. In addition, manuals
shall be submitted in electronic format. Manuals shall contain at least the following:
1. Identification on, or readable through, the front cover stating general nature of the manual.
Neatly typewritten index near the front of the manual, furnishing immediate information as to
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location in the manual of all emergency data regarding the installation.
3. Complete instructions regarding operation and maintenance of all equipment involved.
Complete nomenclature of all replaceable parts, their part numbers, current cost, and name
and address of nearest vendor of parts.
Copy of all guarantees and warranties issued.
6. Copy of drawings with all data concerning changes made during construction.
Where contents of manuals include manufacturers' catalog pages, clearly indicate the precise items
included in this installation and delete, or otherwise clearly indicate, all manufacturers' data with which
this installation is not concerned.
9.09 AS -BUILT DRAWINGS
A. When required to be submitted covering items included in this Work, the Contractor shall deliver to the
City one complete set of final As -Built hard copy drawings together with a set of AutoCAD drawing files
in electronic format showing completed building, "as -built" for City records before the Contract will be
accepted by the City.
B. The drawings shall be duplicates and at the same size and dimensional scale as the originals. They
shall be on a polyester translucent base material with a minimum sheet thickness of .003 inch (.08mm).
C. The legibility and contrast of each drawing submitted to the City shall be such that every line, number,
letter, and character is clearly readable in a full size blow back from a 35 mm microfilm negative of the
drawing.
9.10 SUBMITTALS QUANTITIES
A. Submit seven (7) copies of all data and drawings unless specified otherwise.
B. Submit all samples, unless specified otherwise, in the quantity to be returned, plus two, which will be
retained by the Director.
9.11 IDENTIFICATION OF SUBMITTALS
Completely identify each submittal and re -submittal by showing at least the following information:
A. Name and address of submitter, plus name and telephone number of the individual who may be
contacted for further information.
B. Name of project as it appears in the Contract Documents and Specification No.
C. Drawing number and Specifications section number other than this section to which the submittal
applies.
D. Whether this is an original submittal or re -submittal.
E. For samples, indicate the source of the sample.
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9.12 SCHEDULE OF SUBMITTALS
A. Submit initial schedule of submittals within five (5) Working Days after the Issuance Date on Notice to
Proceed.
B. Submit revised schedule of submittals within five (5) Working Days after date of request from the
Director.
C. The Director will review schedule of submittals and will notify Contractor that schedule is acceptable
or not acceptable within five (5) Working Days after receipt.
9.13 COORDINATION OF SUBMITTALS
A. Prior to submittal for the Director's review, use all means necessary to fully coordinate all material,
including the following procedures;
1. Determine and verify all field dimensions and conditions, materials, catalog numbers, and similar
data.
2. Coordinate as required with all trades and with all public agencies involved.
3. Secure all necessary approvals from public agencies and others and signify by stamp, or other
means, that they have been secured.
4. Clearly indicate all deviations from the Specifications.
B. Unless otherwise specifically permitted by the Director, make all submittals in groups containing all
associated items; the Director may reject partial submittals as not complying with the provisions of the
Specifications.
9.14 TIMING FOR SUBMITTALS
A. Make all submittals far enough in advance of scheduled dates of installation to provide all required time
for reviews, for securing necessary approvals, for possible revision and re -submittal, and for placing
orders and securing delivery.
B. In scheduling, allow at least 15 Working Days for the Director's review, plus the transit time to and from
the City office.
C. Manuals shall be submitted prior to performing functional tests.
9.15 APPROVAL BY CITY
A. Up to three (3) copies of each submittal, except manuals, schedule of costs for progress payments,
and as -built drawings will be returned to the Contractor marked "No Exceptions Taken," "Make
Corrections Noted - Do Not Resubmit," or "Make Corrections Noted - Resubmit." Manuals, schedule of
costs, and as -built drawings will be returned for re -submittal if incomplete or unacceptable.
B. Submittals marked "Approved as Noted" need not be resubmitted, but the notes shall be followed
C. If submittal is returned for correction, it will be marked to indicate what is unsatisfactory
D. Resubmit revised drawings or data as indicated, in five (5) copies.
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E. Approval of each submittal by the Director will be general only and shall not be construed as:
1. Permitting any departures from the Specifications requirements.
2. Relieving the Contractor of the responsibility for any errors and omissions in details, dimensions,
or of other nature that may exist.
3. Approving departures from additional details or instructions previously furnished by the Director.
9.16 CHANGES TO APPROVED SUBMITTALS
A. A re -submittal is required for any proposed change to an approved submittal. Changes which require
re -submittal include, but are not necessarily limited to, drawing revisions, changes in materials and
equipment, installation procedures and test data. All re -submittals shall include an explanation of the
necessity for the change.
B. Minor corrections to an approved submittal may be accomplished by submitting a "Corrected Copy".
[END OF ARTICLE]
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ARTICLE 10 — SAFETY
10.01 PROTECTION OF PERSONS AND PROPERTY
A. Contractor's Responsibility: Notwithstanding any other provision of the Contract Documents, the
Contractor shall be solely and completely responsible for conditions of the job site, including safety of
all persons and property, during performance of the Work. This requirement will apply continuously and
will not be limited to normal working hours. Safety and sanitary provisions shall conform to all applicable
Federal, State, County, and local laws, regulations, ordinances, standards, and codes. Where any of
these are in conflict, the more stringent requirement shall be followed.
B. Sanitary Facilities. The Contractor shall furnish and maintain sanitary facilities by the worksites for the
entire construction period.
C. Protection of the Public. The Contractor shall take such steps and precautions as his/her operations
warrant to protect the public from danger, loss of life, loss of property or interruption of public services.
Unforeseen conditions may arise which will require that immediate provisions be made to protect the
public from danger or loss, or damage to life and property, due directly or indirectly to prosecution of
work under this contract. Whenever, in the opinion of the Director, a condition exists which the
Contractor has not taken sufficient precaution of public safety, protection of utilities and/or protection of
adjacent structures or property, the Director will order the Contractor to provide a remedy for the
condition. If the Contractor fails to act on the situation within a reasonable time period as determined
by the Director, or in the event of an emergency situation, the Director may provide suitable protection
by causing such work to be done and material to be furnished as, in the opinion of the Director, may
seem reasonable and necessary. The cost and expense of all repairs (including labor and materials)
as are deemed necessary, shall be borne by the Contractor. All expenses incurred by the City for
emergency repairs will be deducted from the final payment due to the Contractor.
10.02 PROTECTION FROM HAZARDS
A. Trench Excavation
Excavation for any trench four (4) feet or more in depth shall not begin until the Contractor has received
approval from the Director of the Contractor's detailed plan for worker protection from the hazards of
caving ground during the excavation of such trench. Such plan shall show the details of the design of
shoring, bracing, sloping or other provisions to be made for worker protection during such excavation.
No such plan shall allow the use of shoring, sloping or protective system less effective than that required
by the Construction Safety Orders of the Division of Occupational Safety and Health, and if such plan
varies from the shoring system standards established by the Construction Safety Orders, the plan shall
be prepared and signed by an engineer who is registered as a Civil or Structural Director in the State
of California.
B. Confined Spaces
Contractor shall comply with all of the provisions of General Industry Safety Orders of the California
Code of Regulations. Entry of a confined space shall not be allowed until the Contractor has received
approval from the Director of the Contractor's program for confined space entry. Confined space means
a space that (1) Is large enough and so configured that an employee can bodily enter and perform
assigned Work; and (2) Has limited or restricted means for entry or exit (for example, tanks, vessels,
silos, storage bins, hoppers, vaults, and pits are spaces that may have limited means of entry); and (3)
Is not designed for continuous employee occupancy. Failure to submit a confined space entry program
may result in actions as provided in Article 5: "Suspension or Termination of Contract."
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C. Material Safety Data Sheet
Contractor shall comply with all of the provisions of General Industry Safety Orders of the California
Administrative Code. The Contractor shall submit to the Director a Material Safety Data Sheet (MSDS)
for each hazardous substance proposed to be used, ten (10) days prior to the delivery of such materials
to the job site or use of such materials at a manufacturing plant where the Director is to perform an
inspection. For materials which are to be tested in City laboratories, the MSDS shall be submitted with
the sample(s). Hazardous substance is defined as any substance included in the list (Director's List)
of hazardous substances prepared by the Director, California Department of Industrial Relations,
pursuant to Labor Code Section 6382. Failure to submit an MSDS for any hazardous substance may
result in actions as provided in Article 5, "Suspension or Termination of Contract".
10.03 DIFFERING SITE CONDITIONS
A. Differinq Site Conditions Defined. The Contractor shall promptly, and before such conditions are
disturbed, notify the Director in writing of any Differing Site Conditions. Differing Site Conditions are
those conditions, located at the project site or in existing improvements and not otherwise ascertainable
by Contractor through the exercise of due diligence in the performance of its inspection obligations in
the Contract Documents, encountered by Contractor in digging trenches or other excavations(s) that
extend deeper than four feet below the surface of the ground that constitute:
1. Material that the Contractor believes may be material that is hazardous waste as defined in Section
25117 of the Health and Safety Code, which is required to be removed to a Class I, Class ll, or
Class III disposal site in accordance with provisions of existing law.
2. Subsurface or latent physical conditions at the site differing materially from those indicated in these
Contract Documents.
3. Unknown physical conditions at the site, of any unusual nature, different materially from those
ordinarily encountered and generally recognized as inherent in Work of the character provided for
in these Contract Documents,
B. Notice by Contractor. If the Contractor encounters conditions it believes constitute Differing Site
Conditions, then notice of such conditions shall, before such conditions are disturbed, be promptly
reported to the Director followed within twenty-four (24) hours by a further written notice stating a
detailed description of the conditions encountered.
C. The Director will promptly investigate the conditions and If he/she finds that such conditions do
materially differ, or do involve hazardous waste, and do cause an increase or decrease in the
Contractor's cost of, or time required for, performance of any part of the Work under this Contract, an
equitable adjustment will be made, as determined by the Director.
D. Change Order Request. If Contractor intends to seek an adjustment to the Contract Sum or Contract
Time based upon Differing Site Conditions, it must, within ten (10) Days afterthe Discovery Date relative
to such conditions, submit a Change Order Request setting forth a detailed cost breakdown and Time
Impact Analysis, in the form required by Article 6 of these General Conditions, of the additional
Allowable Costs and Excusable Delay resulting from such Differing Site Conditions.
E. Failure to Comply. Failure by Contractor to strictly comply with the requirements of this Paragraph
10.03 concerning the timing and content of any notice of Differing Site Conditions or request for
adjustment in Contract Sum or Contract Time based on Differing Site Conditions shall be deemed
waiver of any right by the Contractor for an adjustment in the Contract Sum or Contract Time by reason
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of such conditions.
F. Final Completion. No claim by the Contractor for additional compensation for Differing Site Conditions
shall be allowed if asserted after Final Payment.
G. In the event of disagreement between the Contractor and the Director whether the conditions do
materially differ or whether a hazardous waste is involved or whether the conditions cause an increase
or decrease in the Contractor's cost of, or time required for, performance of any part of the Work, the
Contractor shall not be excused from any completion date required by the Contract, but shall proceed
with all Work to be performed under the Contract Documents.
H. The Contractor shall retain all rights provided by, and shall be subject to all requirements of, this
Contract which pertain to the resolution of disputes and protests.
Contractor Responsibility. Except as otherwise provided in this Paragraph 10.03 for Differing Site
Conditions, Contractor agrees to solely bear the risk of additional cost and Delay due to concealed or
unknown conditions, surface or subsurface, at the Site or in Existing Improvements, without adjustment
to the Contract Sum or Contract Time.
10.04 TRAFFIC REGULATION
A. During the performance of the Work the Contractor shall erect and maintain necessary temporary
fences, bridges, railings, lights, signals, barriers, or other safeguards as shall be appropriate under the
circumstance in his/her judgment for the prevention of accidents; and he/she shall take other
precautions as necessary for public safety including, but not limited to, traffic control. Traffic control
shall be conducted in accordance with the latest edition of the Work Area Traffic Control ("WATCH")
handbook, published by BNi Books, and as directed and approved by the City Traffic and
Transportation Administrator.
B. Contractor shall submit at least ten (10) Working Days prior to Work a detailed traffic control plan, that
is approved by all agencies having jurisdiction and that conforms to all requirements of the
Specifications.
C. No changes or deviations from the approved detailed traffic control plan shall be made, except
temporary changes in emergency situations, without prior approval of the City Traffic and
Transportation Administrator and all agencies having jurisdiction.
Contractor shall immediately notify the Director, the City Traffic and Transportation Administrator and
the agencies having jurisdiction of occurrences that necessitate modification of the approved traffic
control plan.
D. Contractor's failure to comply with this provision may result in actions as provided in Article 5:
"Suspension or Termination of Contract" of these General Conditions.
10.05 TRAFFIC CONTROL DEVICES
A. Traffic signs, flashing lights, barricades and other traffic safety devices used to control traffic shall
conform to the requirements of the WATCH handbook or the manual of traffic control, whichever is
more stringent, and as approved by the City Traffic and Transportation Administrator.
1. Portable signals shall not be used unless permission is given in writing by the agency having
jurisdiction.
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2. Warning signs used for nighttime conditions shall be reflectorized or illuminated. "Reflectorized
signs" shall have a reflectorized background and shall conform to the current State of California
Department of Transportation specification for reflective sheeting on highway signs,
B. If the Contractor fails to provide and install any of the signs or traffic control devices required herby or
ordered by the City staff, staff may cause such signs or traffic control devices to be placed by others,
charge the costs therefore against the Contractor, and deduct the same from the next progress
payment.
10.06 EXECUTION
A. The Contractor shall provide written notification to the Police Department, Traffic Bureau (323)
, at least two (2) weeks prior to the beginning of construction at any particular
location. Notification will include the specific location, project dates, what lanes of the roadway will be
closed and when. Also the construction project manager's name and business phone number and the
construction inspector's name and business phone number.
B. The Contractor shall notify, by telephone, the Police Department, (323) at the
completion of any posting of temporary no parking signs. Notification will include the times, dates and
locations of the posting. When vehicles must be towed for violation of temporary no parking signs, the
person who actually posted the signs, or on -view supervisor of that posting, will be present to answer
pertinent questions that may be asked by the parking enforcement officer or police officer towing the
vehicles.
C. The Contractor shall notify the Vernon Fire Department, on a daily basis during the entire period that
construction is in progress whenever roadways are reduced in width or blocked. Notification shall be
made to the Fire Dispatch (323) and the Contractor shall provide the information
required to identify which roadways would have accessibility problems due to his/her operations. The
Contractor shall submit to Fire Department schedule of Work for their use and files.
D. Roads subject to interference from the Work covered by this Contract shall be kept open, and the
fences subject to interference shall be kept up by the Contractor until the Work is finished. Except
where public roads have been approved for closure, traffic shall be permitted to pass through
designated traffic lanes with as little inconvenience and delay as possible.
E. Where alternating one-way traffic has been authorized, the maximum time that traffic will be delayed
shall be posted at each end of the one-way traffic section. The maximum delay time shall be approved
by the agency having jurisdiction.
Contractor shall install temporary traffic markings where required to direct the flow of traffic and shall
maintain the traffic markings for the duration of need. Contractor shall remove the markings by abrasive
blasting when no longer required.
G. Convenient access to driveways and buildings in the vicinity of Work shall be maintained as much as
possible. Temporary approaches to, and crossing of, intersecting traffic lanes shall be provided and
kept in good condition.
H. When leaving a Work area and entering a roadway carrying public traffic, the Contractor's equipment,
whether empty or loaded, shall in all cases yield to public traffic.
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10.07 FLAGGING
A. Contractor shall provide flaggers to control traffic where required by the approved traffic control plan.
Flaggers shall perform their duties and shall be provided with the necessary equipment in
accordance with the current "Instructions to Flaggers" of the California Department of
Transportation.
2. Flaggers shall be employed full time on traffic control and shall have no other duties.
10.08 PEDESTRIAN CANOPIES OR BARRICADE IMPROVEMENTS
Refer to City of Vernon for requirements for building or access road safety improvements that the Contractor
shall construct during construction period. These devices or improvements, as the City deems necessary or
prudent, shall be at the expense of the Contractor.
[END OF ARTICLE]
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ARTICLE 11 - INDEMNITY
11.01 INDEMNITY
To the maximum extent permitted by law, the Contractor shall fully indemnify, hold harmless, protect, and defend
the City, its officers, employees, agents, representatives and their successors and assigns ("Indemnitees") from
and against any and all demands, liability, loss, suit, claim, action, cause of action, damage, cost, judgment,
settlement, decree, arbitration award, stop notice, penalty, loss of revenue, and expense (including any fees of
accountants, attorneys, experts or other professionals, and costs of investigation, mediation, arbitration, litigation
and appeal), in law or in equity, of every kind and nature whatsoever, arising out of or in connection with, resulting
from or related to, or claimed to be arising out of the Work performed by Contractor, or any of its officers, agents,
employees, Subcontractors, Sub -Subcontractors, design consultants or any person for whose acts any of them
may be liable, regardless of whether such claim, suit or demand is caused, or alleged to be caused, in part, by
an Indemnitee, including but not limited to:
A. Bodily injury, emotional injury, sickness or disease, or death to any persons;
B. Infringement of any patent rights, licenses, copyrights or intellectual property which may be brought
against the Contractor or City arising out of Contractor's Work, for which the Contractor is responsible;
C. Stop notices and claims for labor performed or materials used or furnished to be used in the Work,
including all incidental or consequential damages resulting to City from such stop notices and claims;
D. Failure of Contractor or its Subcontractors to comply with the provisions for insurance;
E. Failure to comply with any Governmental Approval or similar authorization or order;
Misrepresentation, misstatement, or omission with respect to any statement made in or any document
furnished by the Contractor in connection therewith;
G. Breach of any duty, obligation, or requirement under the Contract Documents;
H. Failure to provide notice to any Party as required under the Contract Documents;
Failure to protect the property of any utility provider or adjacent property owner; or
Failure to make payment of all employee benefits.
This indemnity provision is effective regardless of any prior, concurrent, or subsequent active or passive
negligence by Indemnitees, except that, to the limited extent mandated by California Civil Code Section 2782,
the Contractor shall not be responsible for liabilities which arise from the sole negligence or willful misconduct of
Indemnitees or arise from the active negligence of City.
11.02 ENFORCEMENT
Contractor's obligations under this Article extend to claims occurring after termination of the Contractor's
performance of the Contract or Final Payment to Contractor. The obligations apply regardless of any actual or
alleged negligent act or omission of Indemnitees. Contractor, however, shall not be obligated under this
Agreement to indemnify an Indemnitee for claims arising from the sole active negligence or willful misconduct of
the Indemnitee or independent contractors who are directly responsible to Indemnitees. Contractor's obligations
under this Article are in addition to any other rights or remedies which the Indemnitees may have under the law
or under the Contract Documents. In the event of any claim, suit or demand made against any Indemnitees, the
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City may in its sole discretion reserve, retain or apply any monies due to the Contractor under the Contract for
the purpose of resolving such claims; provided, however, that the City may release such funds if the Contractor
provides the City with reasonable assurance of protection of the City's interests. The City shall in its sole
discretion determine whether such assurances are reasonable.
11.03 NO LIMITATIONS
Contractor's indemnification and defense obligations set forth in this Article are separate and independent from
the insurance provisions set forth in Article 12 herein; and do not limit, in any way, the applicability, scope, or
obligations set forth in those insurance provisions. In claims, suits, or demands against any Indemnitee by an
employee of the Contractor, a Subcontractor, anyone directly or indirectly employed by them, or anyone for
whose acts they may be liable, the Contractor's indemnification and defense obligations shall not be limited by
a limitation on amount or type of damages, compensation, or benefits payable by or for the Contractor or a
Subcontractor under workers' compensation acts, disability benefits acts, or other employee benefits acts.
[END OF ARTICLE]
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ARTICLE 12 — INSURANCE
12.01 CONDITION TO COMMENCEMENT
Contractor shall not commence Work under this Contract until Contractor has obtained all insurance required
hereunder from a company or companies acceptable to City, nor shall the Contractor allow any Subcontractor
to commence Work on a subcontract until all insurance required of said Subcontractor has been obtained. Proof
of insurance including insurance certificates and endorsements as set forth in Exhibit 4 must be submitted by
the Contractor prior to the City's execution of the Contract.
12.02 MINIMUM COVERAGE AND LIMITS
Contractor shall maintain the insurance coverage as set forth in Exhibit 4 throughout the term of the Contract.
12.03 CONDITIONS REGARDING INSURANCE COVERAGE AND LIMITS
City and Contractor agree as follows:
A. All insurance coverage and limits provided pursuant to the Contract Documents shall apply to the full
extent of the policies involved, available or applicable. Nothing contained in the Contract Documents
or any other agreement relating to City or its operations limits the application of such insurance
coverage.
B. None of the policies required by this Contract shall be in compliance with these requirements if they
include any limiting endorsement that has not been first submitted to City and approved in writing by
the City Attorney or City's Risk Manager.
12.04 INSURANCE OBLIGATION IS SEPARATE FROM INDEMNITY OBLIGATION
This Agreement's insurance provisions:
A. Are separate and independent from the indemnification and defense provisions in Article 12 of the
Agreement; and
B. Do not limit, in any way, the applicability, scope, or obligations of the indemnification and defense
provisions in Article 12 of the Agreement.
[END OF ARTICLE]
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ARTICLE 13 — BONDS
13.01 REQUIRED BONDS
A. Contractor shall furnish the following bonds:
1. A Performance Bond in an amount equal to one hundred percent (100%) of the total Contract price
in the form shown in Exhibit 1" attached hereto.
2. A Payment Bond (Labor and Material) in an amount equal to one hundred percent (100%) of the
total Contract price in the form shown in Exhibit "2" attached hereto.
3. A Maintenance Bond in an amount equal to ten percent (10%) of the total Contract price in the
form shown in Exhibit "3" attached hereto.
13.02 POWER OF ATTORNEY
All bonds shall be accompanied by a power of attorney from the surety company authorizing the person
executing the bond to sign on behalf of the company. If the bonds are executed outside the State of California,
all copies of the bonds must be countersigned by a California representative of the surety. The signature of the
person executing the bond on behalf of Surety shall be acknowledged by a Notary Public as the signature of the
person designated in the power of attorney.
13.03 APPROVED SURETY
All bonds must be issued by a California admitted surety insurer with the minimum A.M Best Company
Financial strength rating of "A: VII", or better. Bonds issued by a California admitted surety not listed on
Treasury Circular 570 will be deemed accepted unless specifically rejected by the City. Bonds issued from
admitted surety insurers not listed in Treasury Circular 570 must be accompanied by all documents
enumerated in California Code of Civil Procedure Section 995.660. All such bonds must be accompanied by
a power of attorney from the surety company authorizing the person executing the bond to sign on behalf of
the company. If the bonds are executed outside the State of California, all copies of the bonds must be
countersigned by a California representative of the surety. The signature of the person executing the bond
on behalf of Surety must be acknowledged by a Notary Public as the signature of the person designated in
the power of attorney.
13.04 REQUIRED PROVISIONS
Every bond must display the surety's bond number and incorporate the Contract for construction of the Work by
reference. The terms of the bonds shall provide that the surety agrees that no change, extension of time,
alteration, or modification of the Contract Documents or the Work to be performed thereunder shall in any way
affect its obligations and shall waive notice of any such change, extension of time, alteration, or modification of
the Contract Documents.
13.05 NEW OR ADDITIONAL SURETIES
If, during the continuance of the Contract, any of the sureties, in the opinion of the City, are or become non -
responsible or otherwise unacceptable to City, City may require other new or additional sureties, which the
Contractor shall furnish to the satisfaction of City within ten (10) days after notice, and in default thereof the
Contract may be suspended and the materials may be purchased or the Work completed as provided in Article
5 herein.
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13.06 WAIVER OF MODIFICATIONS AND ALTERATIONS
No modifications or alterations made in the Work to be performed under the Contract or the time of performance
shall operate to release any surety from liability on any bond or bonds required to be given herein. Notice of
such events shall be waived by the surety.
13.07 APPROVAL OF BONDS
The Contract will not be executed by City nor the Notice to Proceed issued until the required bonds have been
received and approved by City. City's decision as to the acceptability of all sureties and bonds is final. No
substitution of the form of the documents will be permitted without the prior written consent of City.
[END OF ARTICLE]
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ARTICLE 14 - LABOR PROVISIONS
14.01 WORKING HOURS
A. Work or activity of any kind shall be limited to the hours from 7:00 a.m, to 7:00 p.m. No construction
noise shall be permitted between the hours of 7:00 p.m. and 7:00 a.m. of the next day.
B. Work in excess of eight (8) hours per day, on Saturdays, Sundays, or on City holidays requires prior
consent of the Director and is subject to Cost of Overtime Construction Inspection.
C. Night, Sunday and Holiday Work. No Work shall be performed at night, Sunday, or the ten (10) legal
holidays to wit: New Year's Day, Martin Luther King, Jr. Day, Washington's Birthday, Memorial Day,
Independence Day, Labor Day, Veteran's Day, Thanksgiving Day, Friday following Thanksgiving
Day, and Christmas Day, except Work pertaining to the public safety or with the permission of the
Director, and accordance with such regulations as he/she shall furnish in writing. Before performing
any Work at said times, except Work pertaining to the public safety, the Contractor shall give written
notice to the Director so that proper inspection may be provided. "Night" as used in this paragraph
shall be deemed to include the hours from 7:00 P.M. to 7:00 A.M. of the next succeeding day.
14.02 COST OF OVERTIME CONSTRUCTION SERVICES AND INSPECTIONS
A. Overtime construction Work performed at the option of, or for the convenience of, the Contractor will
be inspected by the City at the expense of the Contractor. For any such overtime beyond the regular
8-hour day and for any time worked on Saturday, Sunday, or holidays the charges will be determined
by the City, and submitted to the Contractor for payment.
B. Equipment, materials, or services provided by the City, in connection with Contractor -initiated overtime
construction Work described in Paragraph 14.02(A), will also be at the expense of the Contractor. The
charges will be determined by the City, and submitted to the Contractor for payment.
C. There will be no charges to the Contractor for the inspection of overtime Work ordered by the Director
or required by the Contract Documents.
14.03 COMPLIANCE WITH STATE LABOR CODE
A. Contractor shall comply with the provisions of the Labor Code of the State of California and any
amendments thereof.
1. The time of service of any worker employed upon the Work shall be limited and restricted to eight
(8) hours during any one -calendar day, and 40 hours during any one -calendar week.
2. Work performed by employees of the Contractor in excess of eight (8) hours per day, and 40 hours
during any one calendar week, shall be permitted upon compensation for all hours worked in
excess of eight (8) hours per day at not less than one and one-half times the basic rate of pay.
3. The Contractor and every Subcontractor shall keep an accurate record showing the name of and
the actual hours worked each calendar day and each calendar week by each worker employed by
him/her in connection with the Work; the record shall be kept open at all reasonable hours to the
inspection of the City and to the Division of Labor Standards Enforcement of the State of California.
4. In the event City deems Contractor is in violation of this Paragraph 14.03, the Contractor shall, as
a penalty, forfeit Fifty Dollars ($50.00) for each worker employed in the execution of the Contract
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by the Contractor or by any Subcontractor for each calendar day for which the employee was
underpaid in addition to an amount sufficient to recover underpaid wages. For each subsequent
violation, a (one hundred dollar) $100 penalty shall apply for each underpaid employee for each
pay period for which the employee was underpaid in addition to an amount sufficient to cover
underpaid wages. This subparagraph is effective to the extent it does not directly conflict with the
overtime penalty provision of California Labor Code Section 558. In the event of such conflict, the
California Labor Code governs over this Paragraph 14.03(A)(4).
14.04 WAGE RATES
A. Prevailing Wages
Contractor shall comply with the general prevailing rates of per diem wages and the general
prevailing rates for holiday and overtime Work in the locality in which the Work is to be performed,
for each craft, classification, or type of worker needed to execute the Contract. The Director of
the Department of Industrial Relations of the State of California (pursuant to California Labor
Code) and the United States Secretary of Labor (pursuant to the Davis -Bacon Act) have
determined the general prevailing rates of wages in the locality in which the Work is to be
performed. The rates are available online at www.dir.ca.gov/DLSRIPWD/. To the extent that
there are any differences in the federal and state prevailing wage rates for similar classifications
of labor, the Contractor and its Subcontractors shall pay the highest wage rate.
2. The Contractor shall post a copy of the general prevailing rate of per diem wages at the job site.
The Contractor and any Subcontractor under him/her shall pay not less than the specified
prevailing rate of wages to all workers employed in the execution of the Contract.
4. The holidays upon which such rates shall be paid shall be all holidays recognized in the collective
bargaining Contract applicable to the particular craft, classification, or type of worker employed on
the project.
The Contractor shall, as a penalty to the State or the City, forfeit not more than Fifty Dollars
($50) for each calendar day, or portion thereof, for each worker paid less than the prevailing
rates for the Work or craft in which the worker is employed under the Contract by the Contractor
or by any Subcontractor under him. The difference between the prevailing wage rates and the
amount paid to each worker for each calendar day or portion thereof for which such worker was
paid less than the stipulated prevailing wage rate shall be paid to such worker by the Contractor.
6. The specified wage rates are minimum rates only and the City will not consider and shall not be
liable for any claims for additional compensation made by the Contractor because of payment
by him/her of any wage rate in excess of the general prevailing rates. All disputes in regard to
the payment of wages in excess of those specified herein shall be adjusted by the Contractor at
his/her own expense.
B. Payroll Records
Pursuant to California Labor Code Section 1776, the Contractor and each Subcontractor shall
keep an accurate payroll record, showing the name, address, social security number, Work
classification, straight time and overtime hours worked each day and week, and the actual per
diem wages paid to each journeyman, apprentice, worker or other employee employed in
connection with the Work. The payroll records shall be certified and shall be available for
inspection.
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2. The Contractor shall inform the City of the location of the payroll records, including the street
address, city and county, and shall, within five (5) Working Days, provide a notice of change in
location and address.
3. Upon request by the Director, the Contractor shall provide a copy of the certified payroll records
along with a statement of compliance.
14.05 APPRENTICESHIP STANDARDS
A. Compliance with California Labor Code Section 1777.5 requires all public works contractors and
subcontractors to:
Prior to commencing work on a public works contract, submit Contract Award information
to the applicable joint apprenticeship committee, including an estimate of the journeyman
hours to be performed under the Contract, the number of apprentices to be employed, and
the approximate dates the apprentices will be employed. Use Form DAS-140 from the State
Department of Industrial Relations. The City reserves the right to require Contractor and
Subcontractors to submit a copy of said forms to the City.
2. Employ apprentices for the public work at a ratio of no less than one (1) hour or apprentice
work for every five (5) hours or labor performed by a journeyman. To request dispatch of
apprentices, use Form DAS-142 from the State Department of Industrial Relations. The
City reserves the right to require Contractor and Subcontractors to submit a copy of said
forms to the City.
3. Pay the apprentice rate on public works projects only to those apprentices who are
registered, as defined in Labor Code Section 3077.
4. Contribute to the training fund in the amount identified in the Prevailing Wage Rate
publication for journeyman and apprentices. Contractors who choose not to contribute to
the local training trust fund must make their contributions to the California Apprenticeship
Council, P.O. Box 420603, San Francisco, CA 94142.
B. Failure to comply with the provisions of California Labor Code Section 1777.5 may result in the loss
of the right to bid or perform work on all public works projects for a period of one to three years and
the imposition of a civil penalty of One Hundred Dollars ($100.00) for each calendar day of
noncompliance for the first violation and up to Three Hundred Dollars ($300.00) for each calendar
day of noncompliance for a second or subsequent violation. Contractor should make a separate
copy of this material for each of his/her Subcontractors.
C. Payroll Records. The Contractor and each Subcontractor shall keep an accurate payroll record,
showing the name, address, social security number, work classification, straight time and overtime
hours worked each day and week, and the actual per diem wages paid to each journeyman
apprentice, worker or other employee employed in connection with the work. The payroll records
shall be certified and shall be submitted to the Project Manager every two weeks.
D. Statement of Employer Fringe Benefit Payments. Within five (5) calendar days of signing the Contract
or Subcontract, as applicable, the Statement of Employer Payments (DLSE Form PW 26 from the
State Department of Industrial Relations) shall be completed for each Contractor and Subcontractor
of any tier who pays benefits to a third party trust, plan or fund for health and welfare benefits,
vacation funds or makes pension contributions. The form must contain, for each worker
classification, the fund, plan or trust name, address, administrator, the amount per hour contributed
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and the frequency of contributions. Training fund contributions shall also be reported in this form.
City reserves the right to require Contractors and Subcontractors to submit a copy of said forms to
the City.
14.06 EMPLOYMENT OF APPRENTICES
A. In the performance of this Contract, the Contractor and any Subcontractor shall comply with the
provisions concerning the employment of apprentices in the Labor Code of the State of California
and any amendments thereof.
In the event the Contractor or any Subcontractor willfully fails to comply with the aforesaid provisions
of the Labor Code, such Contractor or Subcontractor shall be subject to the penalties for
noncompliance in the Labor Code of the State of California and any amendments thereof.
14.07 REGISTRATION WITH THE STATE DEPARTMENT OF INDUSTRIAL RELATIONS
In the performance of this Contract, Contractor and/or any Subcontractor must be currently registered and
qualified (including payment of any required fee) with the State Department of Industrial Relations pursuant
to Labor Code section 1725.5. This project is subject to compliance monitoring and enforcement by the State
Department of Industrial Relations.
14.08 CHARACTER OF WORKERS
The Contractor shall not allow his/her agents or employees, Subcontractors, or any agent or employee thereof,
to trespass on premises or lands in the vicinity of the Work. Only skilled foremen and workers shall be
employed on Work requiring special qualifications, and when required by the Director, the Contractor shall
discharge any person who commits trespass, or in the opinion of the Director, acts in a disorderly, dangerous,
insubordinate, incompetent, or otherwise objectionable manner. Any employee being intoxicated or bringing
or having intoxicating liquors or controlled substances on the Work shall be discharged. Such discharge shall
not be the basis of any claim for compensation of damages against the City or any of its officers, agents, and
employees.
14.09 NO SMOKING — STATE LABOR CODE SECTION 6404.5
The Contractor and its agents, employees, Subcontractors, representatives, and any person under
Contractor's control, are prohibited from smoking in— or within a 20-foot distance from— the Site, which is a
"place of employment" under California Labor Code § 6404.5.
[END OF ARTICLE]
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ARTICLE 15 - DISPUTE RESOLUTION
15.01 SUBMISSION OF CLAIMS
A. By Contractor
Contractor's right to commence the Claims Dispute Resolution Process shall arise upon the Director's
written response denying all or part of a Claim. Contractor shall submit a written Statement of Dispute
to the Director within seven (7) Days after the Director rejects all or a portion of Contractor's Claim.
Contractor's Statement of Dispute shall be signed under penalty of perjury and shall state with
specificity the events or circumstances giving rise to the Claim, the dates of their occurrence and the
effect, if any, on the compensation due or performance obligations of Contractor under the Construction
Contract. Such Statement of Dispute shall include adequate supporting data to substantiate the
disputed Claim. Adequate supporting data for a Claim relating to the adjustment of the Contractor's
obligations relative to time of performance shall include a detailed, event -by -event description of the
impact of each delay on Contractor's time for performance. Adequate supporting data to a Statement
of Dispute submitted by Contractor involving Contractor's compensation shall include a detailed cost
breakdown and supporting cost data in such form and including such detailed information and other
supporting data as required to demonstrate the grounds for, and precise amount of, the Claim.
B. By City
City's right to commence the Claims Dispute Resolution Process shall arise at any time following the
City's actual discovery of the circumstances giving rise to the Claim. Nothing contained herein shall
preclude City from asserting Claims in response to a Claim asserted by Contractor. A Statement of
Dispute submitted by City shall state the events or circumstances giving rise to the Claim, the dates of
their occurrence and the damages or other relief claimed by City as a result of such events.
C. Claims Defined
The term "claims" as used herein shall be as defined in California Public Contract Code § 20104(b)(2).
15.02 CLAIMS DISPUTE RESOLUTION PROCESS
The parties shall utilize each of the following steps in the Claims Dispute Resolution Process in the sequence
they appear below. Each party shall participate fully and in good faith in each step in the Claims Dispute
Resolution Process, which good faith effort shall be a condition precedent to the right of each party to proceed
to the next step in the Claims Dispute Resolution Process.
A. Direct Negotiations
Designated representatives of City and Contractor shall meet as soon as possible (but not later than
ten (10) Days after receipt of the Statement of Dispute) in a good faith effort to negotiate a resolution
to the Claim. Each party shall be represented in such negotiations by an authorized representative
with full knowledge of the details of the Claim or defenses being asserted by such party, and with full
authority to resolve such Claim then and there, subject only to City's right and obligation to obtain City
Council [or other City official] approval of any agreed settlement or resolution. In the Claim involves the
assertion of a right or claim by a Subcontractor against Contractor that is in turn being asserted by
Contractor against City, then such Subcontractor shall also have a representative attend such
negotiations, with the same authority and knowledge as just described. Upon completion of the
meeting, if the Claim is not resolved, the parties may either continue the negotiations or either party
may declare negotiations ended. All discussions that occur during such negotiations and all documents
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prepared solely for the purpose of such negotiations shall be confidential and privileged pursuant to
California Evidence Code Sections 1119 and 1152.
B. Deferral of Claims
Following the completion of the negotiations required by Paragraph 15.02-A., all unresolved Claims,
except those that do not involve parties other than the Contractor and City, shall be deferred pending
Final Completion of the Work, subject to City's right, in its sole and absolute discretion, to require that
the claims Dispute Resolution Process proceed prior to Final Completion. In the event that City does
not elect to proceed with the Claims Dispute Resolution Process prior to Final Completion of the Work,
all Claims that have been deferred until such Final Completion shall be consolidated within a
reasonable time after such Final Completion and thereafter pursued to resolution pursuant to the Claims
Dispute Resolution Process. Nothing contained in this Article 15 shall be interpreted as limiting the
parties' rights to continue informal negotiations of Claims that have been deferred until such Final
Completion; provided, however, that such informal negotiations shall not be interpreted as altering the
provisions of this Article 15 deferring final determination and resolution of unresolved Claims until after
Final Completion of the Work.
C. Legal Proceedings
If the Claim is not resolved by direct negotiations then the party wishing to further pursue resolution or
determination of the Claim shall submit the Claim for determination by commencing legal proceedings
in a court of competent jurisdiction.
15.03 NO WAIVER
Participation in the Claims Dispute Resolution Process shall not constitute a waiver, release or compromise of
any defense of either party, including, without limitation, any defense based on the assertion that the rights of
Contractor that are the basis of a Claim were previously waived by Contractor due to failure to comply with the
Contract Documents, including, without limitation, Contractor's failure to comply with any time periods for
providing notices or for submission or supporting documentation of Claims.
[END OF ARTICLE]
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ARTICLE 16 - ACCOUNTING RECORDS
16.01 MAINTENANCE OF RECORDS
Contractor shall keep, and shall include in its contracts with its Subcontractors, provisions requiring its
Subcontractors to keep full and detailed books and records in accordance with the requirements of the
Contract Documents, including the following: all information, materials and data of every kind and character
(hard copy, as well as computer readable data if it exists), that have any bearing on or pertain to any matters,
rights, duties or obligations relating to the Project or the performance of the Work, including, without limitation,
agreements, purchase orders, leases, contracts, commitments, arrangements, notes, change orders, change
order requests, estimates, field orders, schedules, diaries, logs, reports, shop drawings, samples, exemplars,
Drawings, Specifications, invoices, delivery tickets, receipts, vouchers, cancelled checks, memoranda;
accounting records; job cost reports; job cost files (including complete documentation covering negotiated
settlements); backcharge; general ledgers; documentation of cash and trade discounts earned; insurance
rebates and dividends, and other documents relating in way to Claims or Change Orders, Construction
Change Directives, Work Directives, or other claims for payment related to the Project asserted by Contractor
or any Subcontractor ("Accounting Records"). Contractor shall exercise such controls as may be necessary
for proper financial management of the Work. Such accounting and control systems shall comply with
prevailing custom and practice for similar projects, be satisfactory to City and shall include preservation of
such records for a period of five (5) years after approval of the Notice of Completion and Acceptance by City,
or for such longer period as may be required by applicable laws.
16.02 ACCESS TO RECORDS
Contractor shall allow, and shall include in its contracts with its Subcontractors provisions requiring its
Subcontractors to allow, City and its authorized representative(s), auditors, attorneys and accountants, upon
twenty-four (24) hours notice to Contractor, full access to inspect and copy all books and records relating to
the Project that Contractor is required to maintain pursuant to Paragraph 16.01, above.
16.03 CONTRACTOR NONCOMPLIANCE, WITHHOLDING
Contractor's compliance with Paragraphs 16.01 and 16.02, above, shall be a condition precedent to
maintenance of any legal action or arbitration by Contractor against City. In addition to and without limitation
upon City's other rights and remedies for breach, including any other provisions for withholding set forth in the
Contract Documents, City shall have the right, exercised in its sole discretion, to withhold from any payment
to Contractor due under a current Application for Payment an additional sum of up to ten percent (10%) of the
total amount set forth in such Application for Payment, until Contractor and its Subcontractors have complied
with any outstanding and unsatisfied request by City under this Article 16. Upon such compliance with this
Article 16, any additional monies withheld pursuant to this Paragraph 16.03 shall be released to Contractor.
16.04 SPECIFIC ENFORCEMENT BY CITY
Contractor agrees that any failure by Contractor or any Subcontractor to provide access to its books and
records as required by this Article 16 shall be specifically enforceable, by issuance of a preliminary and/or
permanent mandatory injunction by a court of competent jurisdiction based on affidavits submitted to such
court and without the necessity of oral testimony, to compel Contractor to permit access, inspection, audits
and/or reproduction of such books and records or to require delivery of such books and records to City for
inspection, audit and/or reproduction.
[END OF ARTICLE]
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ARTICLE 17-MISCELLANEOUS PROVISIONS
17.01 COMPLIANCE WITH APPLICABLE LAWS
A. Notices, Compliance
Contractor shall give all notices required by governmental authorities and comply with all applicable
laws and lawful orders of governmental authorities, including but not limited to the provisions of the
California Code of Regulations applicable to contractors performing construction and all laws,
ordinances, rules, regulations and lawful orders relating to safety, prevailing wage and equal
employment opportunities.
B. Taxes, Employee Benefits
Contractor shall pay at its own expense, at no cost to the City and without adjustment to the Contract
Sum, all local, state and federal taxes, including, without limitation all sales, consumer, business
license, use and similar taxes on materials, labor or other items furnished for the Work or portions
thereof provided by Contractor or Subcontractors, all taxes arising out of its operations under the
Contract Documents and all benefits, insurance, taxes and contributions for social security and
unemployment insurance which are measured by wages, salaries or other remuneration paid to
Contractor's employees. 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 meat for its exclusive use, then City, upon request, will execute documents necessary to show
that is a political subdivision of the State for the purposes of such exemption and that the sale is for the
exclusive use of the City, in which case no excise tax for such materials shall be included in the Bid or
Contract Sum.
C. Notice of Violations
Contractor shall immediately notify the City and Director in writing of any instruction received from the
City, Director, Architect or other person or entity that, if implemented, would cause a violation of any
applicable law or lawful order of a governmental authority. If Contractor fails to provide such notice,
then Director shall be entitled to assume that such instruction is in compliance with applicable laws and
lawful orders of governmental authorities. If Contractor observes that any portion of the Drawings and
Specifications or Work are at variance with applicable laws or lawful orders of governmental authorities,
or should Contractor become aware of conditions not covered by the Contract Documents which will
result in Work being at variance therewith, Contractor shall promptly notify Director in writing. If, without
such notice to Director, Contractor or any Subcontractor performs any Work which it knew, or through
the exercise of reasonable care should have known, was contrary to lawful orders of governmental
authorities or applicable laws, then Contractor shall bear all resulting losses at its own expense, at no
cost to City and without adjustment to the Contract Sum.
17.02 OWNERSHIP OF DESIGN DOCUMENTS
A. Property of City
All Design Documents, Contract Documents and Submittals (including, without limitation, all copies
thereof) and all designs and building designs depicted therein are and shall remain the sole and
exclusive property of the City and the City shall solely and exclusively hold all copyrights thereto.
Without derogation the City's rights under this Paragraph, the Contractor and Subcontractors are
granted a limited, non-exclusive license, revocable at will of City, to use and reproduce applicable
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portions of the Contract Documents and Submittals as appropriate to and for use in the execution of
the Work and for no other purpose.
B. Documents on Site
Contractor shall keep on the Project site, at all times and for use by City, Director, Inspectors of Record
and City's Consultants, a complete set of the Contract Documents that have been approved by
applicable Governmental Authorities.
C. Delivery to City
All Design Documents, Contract Documents and Submittals in the possession of Contractor or
Subcontractors shall be returned to the City upon the earlier of Final Completion or termination of the
Construction Contract; provided, however, that Contractor and each Subcontractor shall have the right
to retain one (1) copy of the Contract Documents and Submittals for its permanent records
D. Subcontractors
Contractor shall take all necessary steps to assure that a provision is included in all subcontracts with
Subcontractors, of every tier, who perform Work on the Project establishing, protecting and preserving
the, City's rights set forth in this Paragraph.
17.03 AMENDMENTS
The Contract Documents may be amended only by a written instrument duly executed by the parties or their
respective successors or assigns.
17.04 WAIVER
Either party's waiver of any breach or failure to enforce any of the terms, covenants, conditions or other
provisions of the Contract Documents at any time shall not in any way limit or waive that party's right thereafter
to enforce or compel strict compliance with every term, covenant, condition or other provision, any course of
dealing or custom of the trade notwithstanding. Furthermore, if the parties make and implement any
interpretation of the Contract Documents without documenting such interpretation by an instrument in writing
signed by both parties, such interpretation and implementation thereof will not be binding in the event of any
future disputes.
17.05 INDEPENDENT CONTRACTOR
Contractor is an independent contractor, and nothing contained in the Contract Documents shall be construed
as constituting any relationship with City other than that of Project owner and independent contractor. In no
event shall the relationship between City and Contractor be construed as creating any relationship whatsoever
between City and Contractor's employees. Neither Contractor nor any of its employees is or shall be deemed
to be an employee of City. Except as otherwise specified in the Contract Documents, Contractor has sole
authority and responsibility to employ, discharge and otherwise control its employees and has complete and
sole responsibility as a principal for its agents, for all Subcontractors and for all other Persons that Contractor
or any Subcontractor hires to perform or assist in performing the Work.
17.06 SUCCESSORS AND ASSIGNS
The Contract Documents shall be binding upon and inure to the benefit of City and Contractor and their
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permitted successors, assigns and legal representatives.
A. City may assign all or part of its right, title and interest in and to any Contract Documents, including
rights with respect to the Payment and Performance Bonds, to (a) any other governmental person
as permitted by governmental rules, provided that the successor or assignee has assumed all of
City's obligations, duties and liabilities under the Contract Document then in effect; and (b) any other
Person with the prior written approval of Contractor.
B. Contractor may collaterally assign its rights to receive payment under the Contract Documents.
Contractor may not delegate any of its duties hereunder, except to Subcontractors as expressly
otherwise permitted in the Contract Documents. Contractor's assignment or delegation of any of its
Work under the Contract Documents shall be ineffective to relieve Contractor of its responsibility for
the Work assigned or delegated, unless City, in its sole discretion, has approved such relief from
responsibility.
Any assignment of money shall be subject to all proper set -offs and withholdings in favor of City and
to all deductions provided for in the Contract. All money withheld, whether assigned or not, shall be
subject to being used by City for completion of the Work, should Contractor be in default.
C. Except for the limited circumstances set forth in Paragraph 17.06-B, above, Contractor may not,
without the prior written consent of City in its sole discretion, voluntarily or involuntarily assign,
convey, transfer, pledge, mortgage or otherwise encumber its rights or interests under the Contract
Documents. No partner, joint venturer, member or shareholder of Contractor may assign, convey,
transfer, pledge, mortgage or otherwise encumber its ownership interest in Contractor without the
prior written consent of City, in City's sole discretion.
17.07 SURVIVAL
Contractor's representations and warranties, the dispute resolution provisions contained in Article 15, and all
other provisions which by their inherent character should survive termination of the Contract and/or Final
Acceptance, shall survive the termination of the Contract and the Final Acceptance Date.
17.08 LIMITATION ON THIRD PARTY BENEFICIARIES
It is not intended by any of the provisions of the Contract Documents to create any third party beneficiary
hereunder or to authorize anyone not a party hereto to maintain a suit for personal injury or property damage
pursuant to the terms or provisions hereof, except to the extent that specific provisions (such as the warranty
and indemnity provisions) identify third parties and state that they are entitled to benefits hereunder. The
duties, obligations and responsibilities of the parties to the Contract Documents with respect to such third
parties shall remain as imposed by law. The Contract Documents shall not be construed to create a
contractual relationship of any kind between City and a Subcontractor or any other Person except Contractor.
17.09 PERSONAL LIABILITY OF CITY EMPLOYEES
City's authorized representatives are acting solely as agents and representatives of City when carrying out
the provisions of or exercising the power or authority granted to them under the Contract. They shall not be
liable either personally or as employees of City for actions in their ordinary course of employment.
No agent, consultant, Council member, officer or authorized employee of City, shall be personally responsible
for any liability arising under the Contract.
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17.10 NO ESTOPPEL
City shall not, nor shall any officer thereof, be precluded or estopped by any measurement, estimate or
certificate made or given by the City representative or other officer, agent, or employee of City under any
provisions of the Contract from at any time (either before or after the final completion and acceptance of the
Work and payment therefor) pursuant to any such measurement, estimate or certificate showing the true and
correct amount and character of the work done, and materials furnished by Contractor or any person under
the Contract or from showing at any time that any such measurement, estimate or certificate is untrue and
incorrect, or improperly made in any particular, or that the work and materials, or any part thereof, do not in
fact conform to the Contract Documents. Notwithstanding any such measurement, estimate or certificate, or
payment made in accordance therewith, City shall not be precluded or estopped from recovering from
Contractor and its Sureties such damages as City may sustain by reason of Contractor's failure to comply or
to have complied with the Contract Documents.
17.11 GOVERNING LAW
The laws of the State of California govern the construction and interpretation of the Contract Documents,
without regard to conflict of law principles. Unless the Contract Documents provide otherwise, any reference
to laws, ordinances, rules, or regulations include their later amendment, modifications, and successor
legislation. If Contractor or City brings a lawsuit to enforce or interpret one or more provisions of the Contract
Documents, jurisdiction is in the Superior Court of the County of Los Angeles, California, or where otherwise
appropriate, in the United States District Court, Central District of California. Contractor and City acknowledge
that the Contract Documents were negotiated, entered into, and executed —and the Work was performed —in
the City of Vernon, California.
17.12 FURTHER ASSURANCES
Contractor shall promptly execute and deliver to City all such instruments and other documents and
assurances as are reasonably requested by City to further evidence the obligations of Contractor hereunder,
including assurances regarding assignments of Subcontractors contained herein.
17.13 SEVERABILITY
If any clause, provision, section, paragraph or part of the Contract is ruled invalid by a court having proper
jurisdiction, then the parties shall: (a) promptly meet and negotiate a substitute for such clause, provision,
section, paragraph or part, which shall, to the greatest extent legally permissible, effect the original intent of
the parties, including an equitable adjustment to the Contract Price to account for any change in the Work
resulting from such invalidated portion; and (b) if necessary or desirable, apply to the court or other decision
maker (as applicable) which declared such invalidity for an interpretation of the invalidated portion to guide
the negotiations. The invalidity or unenforceability of any such clause, provision, section, paragraph or part
shall not affect the validity or enforceability of the balance of the Contract, which shall be construed and
enforced as if the Contract did not contain such invalid or unenforceable clause, provision, section, paragraph
or part.
17.14 HEADINGS
The captions of the sections of the Contract are for convenience only and shall not be deemed part of the
Contract or considered in construing the Contract.
Page 155 of 177
17.15 ENTIRE AGREEMENT
The Contract Documents contain the entire understanding of the parties with respect to the subject matter
hereof and supersede all prior agreements, understandings, statements, representations and negotiations
between the parties with respect to its subject matter.
17.16 COUNTERPARTS
This instrument may be executed in two or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.
[END OF ARTICLE]
Page 156 of 177
EXHIBIT 1
Bond No.:
Premium Amount: $_
Bond's Effective Date:
PERFORMANCE BOND
RECITALS:
1. The City of Vernon, California ("City"), has awarded to
(Name, address, and telephone of Contractor)
a Contract (the "Contract") for the Work described as follows:
Specification No.
("Principal"),
in Vernon, CA.
2. Principal is required under the terms of the Contract— and all contract documents referenced in it ("Contract Documents") —
to furnish a bond guaranteeing Principal's faithful performance of the Work.
3. The Contract and Contract Documents, including all their amendments and supplements, are incorporated into this Bond and
made a part of it by this reference.
OBLIGATION:
THEREFORE, for value received, We, Principal and
(Name, address, and telephone of Surety)
("Surety"),
a duly admitted surety insurer under California's laws, agree as follows:
By this Bond, We jointly and severally obligate and bind ourselves, and our respective heirs, executors, administrators, successors,
and assigns to pay City the penal sum of
Dollars ($ ) ("the Bonded Sum"), this amount
comprising not less than the total Contract Sum, in lawful money of the United States of America.
The California Licensed Resident Agent for Surety is:
(Name, address, and telephone)
Registered Agent's California Department of Insurance License No.
THE CONDITION OF THIS BOND'S OBLIGATION IS THAT, if Principal promptly and faithfully performs the undertakings, terms,
covenants, conditions, and agreements in the Contract and Contract Documents (including all their amendments and supplements), all within
the time and in the manner that those documents specify, then this obligation becomes null and void. Otherwise, this Bond remains in full
force and effect, and the following terms and conditions apply to this Bond:
1. This Bond specifically guarantees Principal's performance of each obligation and all obligations under the Contract and Contract
Documents, as they may be amended and supplemented— including, but not limited to, Principal's liability for liquidated damages,
Warranties, Guarantees, Correction, and Maintenance obligations as specified in the Contract and Contract Documents— except
that Surety's total obligation, as described here, will not exceed the Bonded Sum.
2. For those obligations of Principal that survive Final Completion of the Work described in the Contract and Contract Documents, the
guarantees in this Bond also survive Final Completion of the Work.
3. When City declares that Principal is in default under the Contract, or Contract Documents, or both, Surety shall promptly: (a)
remedy the default; (b) complete the Project according to the Contract Documents' terms and conditions then in effect; or (c) using
a procurement methodology approved by City, select a contractor or contractors— acceptable to City— to complete all of the Work,
and arrange for a contract between the contractor(s) and City. Surety shall make available, as the Work progresses, sufficient funds
to pay the cost of completion less the balance of the Contract Sum, and to pay and perform all obligations of Principal under the
Contract and Contract Documents— including other costs and damages for which Surety is liable under this Bond— except that
Page 157 of 177
Surety's total obligation, as described here, will not exceed the Bonded Sum.
4. An alteration, modification, change, addition, deletion, omission, agreement, or supplement to the Contract, Contract Documents, or
the nature of the Work performed under the Contract or Contract Documents— including, without limitation, an extension of time for
performance— does not, in any way, affect Surety's obligations under this Bond. Surety waives any notice of alteration, modification,
change, addition, deletion, omission, agreement, supplement, or extension of time.
5. Surety's obligations under this Bond are separate, independent from, and not contingent upon any other surety's guaranteeing
Principal's faithful performance of the Work.
6. No right of action accrues on this Bond to any entity other than City or its successors and assigns.
7. If an action at law or in equity is necessary to enforce or interpret this Bond's terms, Surety must pay— in addition to the Bonded
Sum— City's reasonable attorneys' fees and litigation costs, in an amount the court fixes.
8. Surety shall mail City written notice at least 30 days before: (a) the effective date on which the Surety will cancel, terminate, or
withdraw from this Bond; or (b) this Bond becomes void or unenforceable for any reason.
On the date set forth below, Principal and Surety duly executed this Bond, with the name of each party appearing below and signed
by its representative(s) under the authority of its governing body.
Date:
PRINCIPAL:
(Company Name)
(Signature)
By:
(Name)
Its:
(Title)
Address for Serving Notices or Other Documents:
CORPORATE SEAL
SURETY:
(Company Name)
(Signature)
By:
(Name)
Its:
(Title)
Address for Serving Notices or Other Documents:
CORPORATE SEAL
■ THIS BOND MUST BE EXECUTED IN TRIPLICATE.
■ EVIDENCE MUST BE ATTACHED OF THE AUTHORITY OF ANY PERSON SIGNING AS ATTORNEY -IN -FACT.
■ THEATTORNEY-IN-FACTS SIGNATURE MUST BE NOTARIZED.
■ A CORPORATE SEAL MUST BE IMPRESSED ON THIS FORM WHEN THE PRINCIPAL, OR THE SURETY, OR BOTH, ARE A
CORPORATION.
APPROVED AS TO SURETY AND APPROVED AS TO FORM:
AMOUNT OF BONDED SUM:
a
Director of [Insert Department]
LIM
City Attorney
Page 158 of 177
BOND ACKNOWLEDGMENT
FOR
SURETY'S ATTORNEY -IN -FACT
STATE OF CALIFORNIA )
ss.
COUNTY OF 1
On this day of , 20 ,
before me, (name), a Notary Public for said County, personally
appeared
(name), who proved to me on the basis of
satisfactory evidence to be the person whose name is subscribed to this instrument as the attorney in fact of
name of
attorney in fact.
and acknowledged to me that he/she subscribed the
thereto as principal, and his/he own name as
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct.
Notary Public
SEAL
Page 159 of 177
EXHIBIT 2
Bond No.:
Premium Amount: $
Bond's Effective Date:
PAYMENT BOND
(LABOR AND MATERIALS)
RECITALS:
1. The City of Vernon, California ("City"), has awarded to
(Name, address, and telephone of Design -Builder)
a Contract (the "Contract") for the Work described as follows:
Specification No.
("Principal"),
in Vernon, CA.
2. Principal is required under California Civil Code Sections 3247-3248 and the terms of the Contract— and all contract
documents referenced in it ("Contract Documents")— to furnish a bond guaranteeing Principal's paying claims, demands,
liens, or suits for any work, labor, services, materials, or equipment furnished or used in the Work.
3. The Contract and Contract Documents, including all their amendments and supplements, are incorporated into this Bond and
made a part of it by this reference.
OBLIGATION:
THEREFORE, for value received, We, Principal and
(Name, address, and telephone of Surety)
("Surety"),
a duly admitted surety insurer under California's laws, agree as follows:
By this Bond, We jointly and severally obligate and bind ourselves, and our respective heirs, executors, administrators, successors,
and assigns to pay City the penal sum of
Dollars ($ ) ("the Bonded Sum"), this amount
comprising not less than the total Contract Sum, in lawful money of the United States of America.
The California Licensed Resident Agent for Surety is:
(Name, address, and telephone)
Registered Agent's California Department of Insurance License No.
THE CONDITION OF THIS BOND'S OBLIGATION IS THAT, if Principal or a subcontractor fails to pay (a) any person named in
California Civil Code Section 3181, or any successor legislation; (b) any amount due under California's Unemployment Insurance
Code, or any successor legislation, for work or labor performed under the Contract or Contract Documents; or (c) any amount
under Unemployment Insurance Code Section 13020, or any successor legislation, that Principal or a subcontractor must deduct,
withhold, and pay over to the Employment Development Department from the wages of its employees, for work or labor performed
under the Contract or Contract Documents, then Surety shall pay for the same in an amount not -to -exceed the Bonded Sum.
Otherwise, this obligation becomes null and void. While this Bond remains in full force and effect, the following terms and conditions
apply to this Bond:
1. This Bond inures to the benefit of any of the persons named in California Civil Code Section 3181, or any successor legislation,
giving those persons or their assigns a right of action in any suit brought upon this Bond, unless California Civil Code Section 3267,
or any successor legislation, applies.
Page 160 of 177
2. An alteration, modification, change, addition, deletion, omission, agreement, or supplement to the Contract, Contract
Documents, or the nature of the Work performed under the Contract or Contract Documents— including, without limitation, an
extension of time for performance— does not, in any way, affect Surety's obligations under this Bond. Surety waives any notice
of alteration, modification, change, addition, deletion, omission, agreement, supplement, or extension of time.
3. Surety's obligations under this Bond are separate, independent from, and not contingent upon any other surety's paying claims,
demands, liens, or suits for any work, labor, services, materials, or equipment furnished or used in the Work.
4. If an action at law or in equity is necessary to enforce or interpret this Bond's terms, Surety must pay— in addition to the
Bonded Sum— City's reasonable attorneys' fees and litigation costs, in an amount the court fixes.
5. Surety shall mail City written notice at least 30 days before: (a) the effective date on which the Surety will cancel, terminate,
or withdraw from this Bond; or (b) this Bond becomes void or unenforceable for any reason.
On the date set forth below, Principal and Surety duly executed this Bond, with the name of each party appearing below and signed
by its representative(s) under the authority of its governing body.
Date:
PRINCIPAL:
(Company Name)
(Signature)
By:
(Name)
Its:
(Title)
Address for Serving Notices or Other Documents:
CORPORATE SEAL
SURETY:
(Company Name)
(Signature)
By:
(Name)
Its:
(Title)
Address for Serving Notices or Other Documents:
CORPORATE SEAL
■ THIS BOND MUST BE EXECUTED IN TRIPLICATE.
■ EVIDENCE MUST BE ATTACHED OFTHEAUTHORITYOFANYPERSONSIGNING ASATTORNEY-IN-FACT.
■ THE ATTORNEY-IN-FACT'S SIGNATURE MUST BE NOTARIZED.
■ A CORPORATE SEAL MUST BE IMPRESSED ON THIS FORM WHEN THE PRINCIPAL, OR THE SURETY, OR BOTH, ARE A
CORPORATION.
APPROVED AS TO SURETY AND
AMOUNT OF BONDED SUM:
Director of [Insert Department]
APPROVED AS TO FORM:
1-2
City Attorney
Page 161 of 177
BOND ACKNOWLEDGMENT
FOR
SURETY'S ATTORNEY -IN -FACT
STATE OF CALIFORNIA
ss.
COUNTY OF
On this day of , 20 ,
before me,
(name), a Notary Public for said County, personally
appeared (name), who proved to me on the basis of
satisfactory evidence to be the person whose name is subscribed to this instrument as the attorney in fact of
, and acknowledged to me that he/she subscribed the name of
as principal, and his/he own name as attorney in fact.
thereto
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct.
Notary Public
SEAL
Page 162 of 177
EXHIBIT 3
RECITALS:
1. The City of Vernon, California ("City"), has awarded to
Bond No.:
Premium Amount: $_
Bond's Effective Date:
(Name, address, and telephone of Contractor)
("Principal"),
a Contract (the "Contract") for the Work described as follows:
Specification No. in Vernon, CA.
2. Principal is required under the terms of the Contract— and all contract documents referenced in it ("Contract Documents") —
after completion of the Work and before the filing and recordation of a Notice of Completion for the Work, to furnish a bond to
secure claims for Maintenance equal to ten percent (10%) of the total amount of the Contract Which shall hold good for a
period of one (1) year from the date the City's Notice of Completion and Acceptance of the Work is filed with the County
Recorder, to protect the City against the result of faulty material or workmanship during that time.
3. The Contract and Contract Documents, including all their amendments and supplements, are incorporated into this Bond and
made a part of it by this reference.
OBLIGATION:
THEREFORE, for value received, We, Principal and
(Name, address, and telephone of Surety)
("Surety"),
a duly admitted surety insurer under California's laws, agree as follows:
By this Bond, We jointly and severally obligate and bind ourselves, and our respective heirs, executors, administrators, successors,
and assigns to pay City the penal sum of
Dollars ($ ) ("the Bonded Sum"), this amount
comprising not less than the total Contract Sum, in lawful money of the United States of America.
The California Licensed Resident Agent for Surety is:
(Name, address, and telephone)
Registered Agent's California Department of Insurance License No.
THE CONDITION OF THIS BOND'S OBLIGATION IS THAT if the said Principal or any of his or her or its subcontractors, or the heirs,
executors, administrators, successors, or assigns or assigns of any, all, or either of them, shall fail to execute within a reasonable
amount of time, or fail to respond within seven (7) days with a written schedule acceptable to the City for same, repair or replacement
of any and all Work, together with any other adjacent Work which may be displaced by so doing, that proves to be defective in its
workmanship or material for the period of one (1) year (except when otherwise required in the Contract to be for a longer period) from
the date the City's Notice of Completion and Acceptance, or equivalent, is filed with the County Recorder, ordinary wear and tear and
unusual abuse or neglect excepted with respect to such Work and labor, the Surety herein shall pay for the same, in an amount not
exceeding the sum specified in this Bond.
1. When City declares that Principal is in default under the Contract, or Contract Documents, or both, Surety shall promptly
remedy the default using a procurement methodology approved by City, select a contractor or contractors— acceptable to City to
complete all of the Work, and arrange for a contract between the contractor(s) and City. Surety shall make available sufficient funds
to pay the cost of repair or replacement of any and all Work and to pay and perform all obligations of Principal under the Contract
and Contract Documents— including other costs and damages for which Surety is liable under this Bond except that Surety's total
obligation, as described here, will not exceed the Bonded Sum.
Page 163 of 177
2. Should 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.
3. Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of said
Contract or to the Work to be performed thereunder 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.
4. Surety's obligations under this Bond are separate, independent from, and not contingent upon any other surety's guaranteeing
Principal's faithful performance of the Work.
5. No right of action accrues on this Bond to any entity other than City or its successors and assigns.
6. If an action at law or in equity is necessary to enforce or interpret this Bond's terms, Surety must pay, in addition to the Bonded Sum,
City's reasonable attorneys' fees and litigation costs, in an amount the court fixes.
7. Surety shall mail City written notice at least 30 days before: (a) the effective date on which the Surety will cancel, terminate, or
withdraw from this Bond; or (b) this Bond becomes void or unenforceable for any reason.
8. Death of the Principal shall not relieve Surety of its obligations hereunder.
On the date set forth below, Principal and Surety duly executed this Bond, with the name of each party appearing below and signed
by its representative(s) under the authority of its governing body.
Date:
PRINCIPAL:
(Company Name)
(Signature)
By:
(Name)
Its:
(Title)
Address for Serving Notices or Other Documents:
CORPORATE SEAL
SURETY:
(Company Name)
(Signature)
By:
(Name)
Its:
(Title)
Address for Serving Notices or Other Documents:
CORPORATE SEAL
■ THIS BOND MUST BE EXECUTED IN TRIPLICATE.
■ EVIDENCE MUST BE ATTACHED OF THE AUTHORITY OF ANY PERSON SI GNI NG AS ATTORNEY -I N-FACT.
■ THE ATTORNEY -IN -FACTS SIGNATURE MUST BE NOTARIZED.
■ A CORPORATE SEAL MUST BE IMPRESSED ON THIS FORM WHEN THE PRINCIPAL, OR THE SURETY, OR BOTH, AREA CORPORATION.
APPROVED AS TO SURETY & AMOUNT OF BONDED SUM: APPROVED AS TO FORM:
Director of [Insert Department]
By
City Attorney
Page 164 of 177
BOND ACKNOWLEDGMENT
FOR
SURETY'S ATTORNEY -IN -FACT
STATE OF CALIFORNIA )
ss.
COUNTY OF )
On this day of , 20 ,
before me, (name), a Notary Public for said County, personally
appeared (name), who proved to me on the basis of
satisfactory evidence to be the person whose name is subscribed to this instrument as the attorney in fact of
name of
attorney in fact.
and acknowledged to me that he/she subscribed the
thereto as principal, and his/he own name as
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct.
Notary Public
SEAL
Page 165 of 177
EXHIBIT 4
{CONFIRM INSURANCE LIMITS WITH FINANCE PRIOR TO ADVERTISING, TYPICAL LIMITS BELOW COULD
CHANGE FOR SPECIFIC PROJECTS)
INSURANCE REQUIREMENTS
1.0 REQUIRED INSURANCE POLICIES
At its own expense, Contractor shall obtain, pay for, and maintain — and shall require each of its
Subcontractors to obtain and maintain — for the duration of the Agreement, policies of insurance meeting the following
requirements:
A. Workers' Compensation/Employer's Liability Insurance shall provide workers' compensation statutory
benefits as required by law.
Employer's Liability insurance shall be in an amount not less than:
(a) ONE MILLION DOLLARS ($1,000,000) per accident for bodily injury or disease;
(b) ONE MILLION DOLLARS ($1,000,000) per employee for bodily injury or disease;
and
(c) ONE MILLION DOLLARS ($1,000,000) policy limit.
B. Commercial General Liability ("CGL") (primary). City and its employees and agents shall be added as
additional insureds, not limiting coverage for the additional insured to "ongoing operations" or in any way excluding
coverage for completed operations. Coverage shall apply on a primary, non-contributing basis in relation to any other
insurance or self-insurance, primary or excess, available to City or any employee, representative or agent of City.
Coverage shall not be limited to the vicarious liability or supervisory role of any additional insured. Coverage shall
contain no contractors' limitation or other endorsement limiting the scope of coverage for liability arising from explosion,
collapse, or underground property damage.
CGL insurance must not be written for less than the limits of liability specified as follows:
(a) ONE MILLION DOLLARS ($1,000,000) per occurrence for bodily injury (including
accidental death) to any one person;
(b) ONE MILLION DOLLARS ($1,000,000) per occurrence for personal and
advertising injury to any one person;
(c) ONE MILLION DOLLARS ($1,000,000) per occurrence for property damage; and
(d) TWO MILLION DOLLARS ($2,000,000) general aggregate limit.
2. CGL insurance must include all major divisions of coverage and must cover:
(a) Premises Operations (including Explosion, Collapse, and Underground ["X,C,U"]
coverages as applicable);
(b) Independent Contractor's Protective;
(c) Independent Contractors;
Page 166 of 177
(d) Products and Completed Operations (maintain same limits as above until five (5)
years after recordation of Notice of Completion)
(e) Personal and Advertising Injury (with Employer's Liability Exclusion deleted);
(f) Contractual Liability (including specified provision for Contractor's obligation under
Article 11 of the General Conditions); and
(g) Broad Form Property Damage.
3. Umbrella or Excess Liability Insurance (over primary), if provided, shall be at least as broad
as any underlying coverage. Coverage shall be provided on a "pay on behalfbasis, with
defense costs payable in addition to policy limits. There shall be no cross liability exclusion
and no contractor's limitation endorsement. The policy shall have starting and ending dates
concurrent with the underlying coverages. The Named Insured may determine the layering
of primary and excess liability insurance provided that if such layering differs from that
described here, the actual coverage program meets the minimum total required limits and
complies with all other requirements listed here.
C. Business Automobile Liability Insurance
Business Automobile Liability Insurance must cover all vehicles, whether rented, leased,
hired, scheduled, owned or non -owned. If Contractor does not own any vehicles, this
requirement may be satisfied by a non -owned vehicle endorsement to the general and
umbrella liability policies. Business Automobile Liability Insurance coverage amounts shall
not be less than the following:
(a) ONE MILLION DOLLARS ($1,000,000) per occurrence for bodily injury (including
accidental death) to any one person; and
(b) ONE MILLION DOLLARS ($1,000,000) per occurrence for property damage; or
(c) ONE MILLION DOLLARS ($1,000,000) combined single limit.
D. Contractors Pollution Liability Insurance (CPL) REQUIRED / NOT REQUIRED FOR THIS PROJECT
(OPTIONAL AT DISCRETION OF CITY — CHECK WITH FINANCE — LEAVE IN ALL SPECS &
NOTE IF REQUIRED)
Contractor or Subcontractor shall obtain, pay for, and maintain for the duration of the
Contract Contractors Pollution Liability insurance that provides coverage for liability caused
by pollution conditions arising out of the operations of the Contractor. Coverage shall be
included on behalf of the insured for covered claims arising out of the actions of independent
contractors. If the insured is using Subcontractors, the policy must include work performed
"by or on behalf' of the insured.
The policy limit shall provide coverage of no less than one million dollars ($1,000,000) per
claim and in the aggregate. Coverage shall apply to bodily injury; property damage,
including loss of use of damaged property or of property that has not been physically inured;
cleanup costs; and costs of defense, including costs and expenses incurred in the
investigation, defense, or settlement of claims.
All activities contemplated in the Contract shall be specifically scheduled on the CPL policy
as "covered operations." In addition, the policy shall provide coverage for the hauling of
Page 167 of 177
waste from the Project site to the final disposal location, including non -owned disposal sites.
The policy shall specifically provide for a duty to defend on the part of the insurer. City, its
officers, employees and agents shall be added to the policy as additional insureds by
endorsement.
E. Builder's Risk Insurance REQUIRED / NOT REQUIRED FOR THIS PROJECT (OPTIONAL AT
DISCRETION OF CITY — CHECK WITH FINANCE — LEAVE IN ALL SPECS & NOTE IF REQUIRED)
Builder's Risk Insurance covering all real and personal property for "all risks" of loss or
"comprehensive perils" coverage including but not limited to the perils of earth movement
including earthquake and flood for all buildings, structures, fixtures, materials, supplies,
machinery and equipment to be used in or incidental to the construction at the site, off site,
or in transit, for the full replacement value of such properties. Coverage shall be included for
property of others in the care, custody or control of the insured for which any insured may be
liable. The City will purchase a builder's risk policy for the Project instead of a contractor
purchased policy. Bidder should not include cost for this coverage in his/her bid.
2.0 GENERAL REQUIREMENTS —ALL POLICIES
A. Qualifications of Insurer. At all times during the term of this Contract, Contractor's insurance
company must meet all of the following requirements:
"Admitted" insurer by the State of California Department of Insurance or be listed on the
California Department of Insurance's "List of Surplus Line Insurers" ("LESLI");
2. Domiciled within, and organized under the laws of, a State of the United States; and
3. Carry an A.M. Best & Company minimum rating of "A:VII".
B. Continuation Coverage. For insurance coverages that are required to remain in force after the
Final Payment, and if reasonably available, Contractor shall submit to City, with the final Application for Payment, all
certificates and additional insured endorsements evidencing the continuation of such coverage.
C. Deductibles or Self -Insured Retentions. All deductibles or self -insured retentions are subject to
City's review and approval, in its sole discretion.
D. Commercial General Liability and Business Automobile insurance policies must be written on an
"occurrence" basis and must add the City of Vernon and its officers, agents, employees and representatives as
additional insureds.
E. Contractor's Insurance Primary. Other insurance (whether primary, excess, contingent or self-
insurance, or any other basis) available to City, or its representatives, or both, is excess over Contractor's insurance.
City's insurance, or self-insurance, or both, will not contribute with Contractor's insurance policy.
F. Waiver of Subrogation. Contractor and Contractor's insurance company waive— and shall not
exercise— any right of recovery or subrogation that Contractor or the insurer may have against City, or its
representatives, or both.
G. Separation of Insureds. Contractor's insurance policy applies separately to each insured or
additional insured who is seeking coverage, or against whom a claim is made or suit is brought, except that the
naming of multiple insureds will not increase an insurance company's limits of liability.
Page 168 of 177
H. Claims by Other Insureds. Contractor's insurance policy applies to a claim or suit brought by an
additional insured against a Named Insured or other insured, arising out of bodily injury, personal injury, advertising
injury, or property damage.
Premiums. City is not liable for a premium payment or another expense under Contractor's policy
J. At any time during the duration of this Contract, City may do any one or more of the following:
Review this Agreement's insurance coverage requirements;
2. Require that Contractor obtain, pay for, and maintain more insurance depending on City's
assessment of any one or more of the following factors:
(a) City's risk of liability or exposure arising out of, or in any way connected with, the
services of Contractor under this Agreement;
(b) The nature or number of accidents, claims, or lawsuits arising out of, or in any way
connected with, the services of Contractor under this Agreement; or
(c) The availability, or affordability, or both, of increased liability insurance coverage.
3. Obtain, pay for, or maintain a bond (as a replacement for an insurance coverage) from a
California corporate surety, guaranteeing payment to City for liability, or costs, or both,
that City incurs during City's investigation, administration, or defense of a claim or a suit
arising out of this Agreement; or
K. Contractor shall maintain the insurance policy without interruption, from the Project's
commencement date to the Final Payment date, or until a date that City specifies for any coverage that Contractor
must maintain after the Final Payment.
L. Contractor shall not allow any insurance to expire, cancel, terminate, lapse, or non -renew.
Contractor's insurance company shall mail City written notice at least thirty (30) days in advance of the policy's
cancellation, termination, non -renewal, or reduction in coverage and ten (10) days before its insurance policy's
expiration, cancellation, termination, or non -renewal, Contractor shall deliver to City evidence of the required
coverage as proof that Contractor's insurance policy has been renewed or replaced with another insurance policy
which, during the duration of this Agreement, meets all of this Agreement's insurance requirements.
M. At any time, upon City's request, Contractor shall furnish satisfactory proof of each type of
insurance coverage required— including a certified copy of the insurance policy or policies; certificates, endorsements,
renewals, or replacements; and documents comprising Contractor's self-insurance program— all in a form and content
acceptable to the City Attorney or City's Risk Manager.
N. If Contractor hires, employs, or uses one or more Subcontractor(s) to perform work, services,
operations, or activities on Contractor's behalf, Contractor shall ensure that the Subcontractor complies with the
following.
1, Meets, and fully complies with, this Agreement's insurance requirements; and
Furnishes City at any time upon its request, with a complete copy of the Subcontractor's
insurance policy or policies for City's review, or approval, or both. Failure of City to
request copies of such documents shall not impose any liability on City, or its employees.
Page 169 of 177
0. Contractor's failure to comply with an insurance provision in this Agreement constitutes a material
breach upon which City may immediately terminate or suspend Contractor's performance of this Agreement, or
invoke another remedy that this Agreement or the law allows. At its discretion and without waiving any other rights it
may have pursuant to law, City has the right but not a duty to obtain or renew the insurance and pay all or part of the
premiums. Upon demand, Contractor shall repay City for all sums or monies that City paid to obtain, renew, or
reinstate the insurance, or City may offset the cost of the premium against any sums or monies that City may owe
Contractor.
3.0 CONTRACTOR'S SUBMITTAL OF CERTIFICATES AND ENDORSEMENTS
A. Contractor shall have its insurance carrier(s) or self-insurance administrator(s) complete and
execute the following insurance documents and shall deliver said documents at the same time Contractor delivers
this Agreement to City. City will neither sign this Agreement nor issue a "Notice to Proceed" until the City Attorney or
City's Risk Manager has reviewed and approved all insurance documents. City's decision as to the acceptability of all
insurance documents is final. Sample insurance documents in the City's approved format are set forth in this 4.
B. Required Submittals for Commercial General Liability and Business Automobile Insurance and
Contractor's Pollution Liability Insurance. The following submittals must be on forms satisfactory to the City Attorney or
City's Risk Manager, and signed by the insurance carrier or its authorized representative — which fully meet the
requirements of, and contain provisions entirely consistent with, all of the insurance requirements set forth herein.
1. "Certificate of Insurance"
2. "Additional Insured Endorsement'
3. Subrogation Endorsement: "Waiver of Transfer to Rights of Recover Against Others"
Both Certificates of Insurance and Additional Insured Endorsements must read as follows: "The City of Vernon,
and its officers, agents, employees and representatives are included as additional insureds under the policy(s). This
insurance is primary to all other insurance of the City. The City's insurance and self-insurance will apply in excess of,
and will not contribute with this insurance. This insurance applies separately to each insured or additional insured who
is seeking coverage, or against whom a claim is made or a suit is brought. The issuing company shall mail thirty (30)
days advance notice to the City for any policy cancellation, termination, non -renewal, or reduction in coverage."
C. Required Submittals for Workers' Compensation Insurance. Contractor shall provide City with a
certificate of insurance and a subrogation endorsement on forms satisfactory to the City Attorney or City's Risk
Manager, and signed by the insurance carrier or its authorized representative — which fully meet the requirements of,
and contain provisions entirely consistent with, this Contract's workers compensation insurance requirements. If
Contractor is self -insured for workers' compensation, a copy of the "Certificate of Consent to Self -insure" from the
State of California is required; or if Contractor is lawfully exempt from workers' compensation laws, an "Affirmation of
Exemption from Labor Code §3700" form is required.
D. Required Evidence of Builder's Risk Coverage. City will provide a certificate of insurance and a
declarations page on a form satisfactory to the City Attorney or City's Risk Manager, and signed by the insurance carrier
or its authorized representative. The policy terms must fully meet the requirements of, and contain provisions entirely
consistent with, all of the insurance requirements set forth herein, The City shall be named as a loss payee on the
insurance policy for the full replacement value of all buildings, structures, fixtures and materials to be constructed,
maintained, repaired or supplied pursuant to this Contract.
E. Contractor agrees to monitor and review all such coverage and assumes all responsibility for
ensuring that all required coverage is provided. Contractor agrees to obtain certificates evidencing such coverage.
F. Contractor agrees to provide immediate notice to City of any claim or loss against Contractor that
includes City or any other indemnitee as a defendant. City assumes no obligation or liability by such notice, but has the
right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City.
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G. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third
party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or
subcontractor.
H, Any "self -insured retention" must be declared and approved by City. City reserves the right to require
the self -insured retention to be eliminated or replaced by a deductible. Self -funding, policy fronting or other mechanisms
to avoid risk transfer are not acceptable. If Contractor has such a program, Contractor must fully disclose such program
to City.
Page 171 of 177
EXHIBIT 5
Statement of Intent to Comply with Minimum Requirements of the Stormwater Permit
Permit Number:
Applicant:
Project Address:
Property Owner:
Contractor:
Contractor's Address:
CITY OF VERNON
[INSERT DEPARTMENT]
Construction Stormwater Program
Date:
Phone:
The National Pollutant Discharge Elimination System (NPDES) is a portion of the Clean Water
Act that applies to the protection of receiving waters. Under permits from the Los Angeles
Regional Water Quality Control Board (RWQCB), certain activities are subject to RWQCB
enforcement. To meet the standards of the Waste Discharge Requirements for Municipal
Separate Storm Sewer System (MS4) Discharges within the Coastal Watershed of Los Angeles
County, Except those Discharges Originating from the City of Long Beach MS4 (CAS004001),
the City of Vernon has adopted minimum standards for stormwater runoff from development
construction activities.
These minimum standards require the implementation of an effective combination of erosion
and sediment control Best Management Practices (BMPs) to prevent erosion and sediment loss,
and the discharge of construction waste at each site. At a minimum, the construction activity
associated with the construction project identified above shall be conducted in such a manner
that:
➢ Prevents illicit construction -related discharges of pollutants into the MS4 and receiving
waters.
➢ Implements and maintains structural and non-structural BMPs to reduce pollutants in
stormwater runoff from construction sites.
➢ Reduces construction site discharges of pollutants to the MS4 to the maximum extent
practicable.
➢ Prevents construction site discharges to the MS4 from causing or contributing to a
violation of water quality standards.
Note: The Stormwater BMP Construction Handbook sheets developed by the California
Stormwater Quality Association shall be used as guidance in determining and implementing
required BMPs. The BMP sheets may be reviewed at the [Insert Department] counter during
regular business hours. A General Construction Permit shall be obtained and maintained for all
construction sites one (1) acre or greater. Additional conditions may be required for these
sites.
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I have read and understand the requirements listed above and certify that I will comply with
the minimum requirements above.
Signature:
Title:
Property Owner:
Print Name:
Page 173 of 177
EXHIBIT B (if required otherwise delete)
SPECIAL PROVISIONS
SPECIFIC FOR THIS PROJECT
Page 174 of 177
EXHIBIT C
Minimum Living Wages:
A requirement that Employers pay qualifying employees a wage of no less than $10.30 per hour with health benefits,
or $11.55 per hour without health benefits.
Paid and Unpaid Days Off:
Employers provide qualifying employees at least twelve compensated days off per year for sick leave, vacation, or
personal necessity, and an additional ten days a year of uncompensated time for sick leave.
No Retaliation:
A prohibition on employer retaliation against employees complaining to the City with regard to the employer's
compliance with the living wage ordinance. Employees may bring an action in Superior Court against an employer
for back pay, treble damages for willful violations, and attorney's fees, or to compel City officials to terminate the
service contract of violating employers.
Page 175 of 177
EXHIBIT D
EQUAL EMPLOYMENT OPPORTUNITY
PRACTICES PROVISIONS
A. Contractor certifies and represents that, during the performance of this Agreement, the contractor and each
subcontractor shall adhere to equal opportunity employment practices to assure that applicants and employees
are treated equally and are not discriminated against because of their race, religious creed, color, national
origin, ancestry, handicap, sex, or age. Contractor further certifies that it will not maintain any segregated
facilities.
B. Contractor agrees that it shall, in all solicitations or advertisements for applicants for employment placed by or
on behalf of Contractor, state that it is an "Equal Opportunity Employer" or that all qualified applicants will
receive consideration for employment without regard to their race, religious creed, color, national origin,
ancestry, handicap, sex or age.
C. Contractor agrees that it shall, if requested to do so by the City, certify that it has not, in the performance of this
Agreement, discriminated against applicants or employees because of their membership in a protected class.
D. Contractor agrees to provide the City with access to, and, if requested to do so by City, through its awarding
authority, provide copies of all of its records pertaining or relating to its employment practices, except to the
extent such records or portions of such records are confidential or privileged under state or federal law.
E. Nothing contained in this Agreement shall be construed in any manner as to require or permit any act which is
prohibited by law.
Page 176 of 177
EXHIBIT E (if required otherwise delete)
CITY STANDARD PLANS
SPECIFIC FOR THIS PROJECT
Page 177 of 177
EXHIBIT J
TERMS AND CONDITIONS OF PURCHASE ORDER/CONTRACT (FOR GOODS) - CITY OF VERNON
This is a government contract. The terms are not changed by any words added by Contractor, nor superseded because of any
form used by Contractor in the course of business. Any change in terms must be agreed to by an authorized representative of the City,
in writing. Acceptance by the City of goods, materials, or services is not an acceptance of Contractor's other terms.
1. Parties: (a) Purchaser: City of Vernon ("City"); (b) Contactor: As set forth on the attached Purchase Order/Contract.
2. Terms: (a) the term "goods" includes goods, material, chattels, equipment, machinery, manufactured articles, merchandise, fixtures,
products, software, appliances, and any other items to be supplied pursuant to this Purchase Order/Contract; (b) the term "warranty"
includes, warranties, guarantees, representations, and promises.
3. Contractor agrees to furnish the goods, materials, or services described in the Purchase Order/Contract to which this is attached and
subject to all terms and conditions of the Purchase Order/Contract, this Attachment to the Purchase Order/Contract, and all other
attachments hereto.
4. Contractor agrees to submit all invoices to the address indicated on the Purchase Order/Contract.
5. Contractor agrees to invoice at net prices without federal excise tax or federal fuel tax.
6. Contractor agrees to show on all invoices the name of the department to which goods or services were furnished, and whether the
invoice covers complete or partial delivery or performance, the Purchase Order/Contract number, and any applicable cash discount.
7. Contractor agrees to prepay transportation charges and show them separately on all invoices.
8. Contractor agrees to show applicable sales or use tax as separate items on all invoices.
9. Clear title and risk of loss to all materials furnished under the Purchase Order/Contract shall pass to the City upon delivery and
loading of conforming goods or materials at the F.O.B. point designated in the Purchase Order/Contract.
10. City shall have no responsibility for payment of over -shipments, goods not delivered due to shortages, theft, or otherwise non-
conforming shipments.
11. Any item ordered on the face hereof that is listed in the Safety Orders of the California Division of Industrial Safety shall fully
comply with the latest revised requirements of said Safety Orders.
12. The goods shall be tendered by delivery to City at the time and place specified in the Purchase Order/Contract. Contractor is
responsible for maintaining and providing proof of delivery. If transportation of the goods is undertaken by an entity other than
Contractor, Contractor shall be responsible for and handle all claims against such entity for shortages, damages, theft, and other such
occurrences. All goods, materials, and equipment ordered shall, except as otherwise noted in this Purchase Order/Contract, be
delivered in a new and unused condition. Unless otherwise specified, all products and goods are to be packed in accordance with the
best commercial practice.
13. All automotive equipment delivered to the City shall meet all requirements of the latest revision of the California Vehicle Code
and of the Federal Department of Transportation.
14. Contractor warrants to City that all items covered by this Purchase Order/Contract conform to any applicable samples, drawings,
specifications, plans, or other descriptions provided by Contractor and expected by City (collectively, "Specifications"). Contractor is
not authorized to substitute goods with different Specifications unless agreed to in writing by City. All goods shall be merchantable;
fit for City's intended purpose; of good material, workmanship and design, and free from defect. Contractor also guarantees that the
goods are of sufficient size or capacity to perform as specified. This Purchase Order/Contract incorporates by reference any and all
warranties (express, implied, oral, or written) made by Contractor prior to or at the time this Purchase Order/Contract is accepted,
including those contained in brochures, catalogues, advertisements, owner's manuals, etc., provided that in the event of a conflict, the
warranty providing the most protection to City shall prevail. All warranties shall survive inspection, acceptance, and payment.
15. Within a reasonable time after delivery of the goods, City shall have the right to inspect the goods to determine their conformity
with the Specifications. Thirty (30) days from the date of delivery or installation is deemed to be the reasonable time for City to
inspect the goods. If all or any part of the goods are deemed to be non -conforming, City may reject such non -conforming goods,
whereupon such rejected goods promptly shall be removed by Contractor at Contractor's cost, and the Purchase Price with respect to
such rejected goods either shall be refunded by Contractor if already paid, or shall be reduced if still owing. In either case, if City so
directs in writing, Contractor shall promptly replace such non -conforming goods with goods conforming to the Specifications. All
direct and incidental costs of rejecting, removing, and replacing such non -conforming goods shall be borne by Contractor.
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16. Notwithstanding anything to the contrary contained in the Purchase Order/Contract, in no event shall Contractor be entitled to any
payment on account of lost profits or consequential damages in connection with any termination of the Purchase Order/Contract, or
otherwise in connection with the Purchase Order/Contract.
17. Prior to the issuance of the Purchase Order/Contract, Contractor may be required to provide to City evidence of insurance. Failure
to maintain the required amounts and types of coverage throughout the duration of services supplied shall constitute a material breach
of this Purchase Order/Contract and shall entitle the City to terminate this Purchase Order/Contract.
18. As respects acts, errors, or omissions in the performance under this Purchase Order/Contract, the Contractor agrees to
indemnify and hold harmless the City, its officers, elected officials, agents, employees, representatives, and volunteers from
and against all claims, demands, defense costs, liability, or consequential damages arising out of the Contractor's negligent
acts, errors, or omissions in the performance under the terms of this Purchase Order/Contract or those of Contractor's
subcontractors or anyone for whom Contractor is legally liable. As respects all acts or omissions which do not arise directly
out of the performance of this Purchase Order/Contract, including but not limited to those acts or omissions normally covered
by general and automobile liability insurance, the Contractor agrees to indemnify, defend (at City's option), and hold
harmless the City, its officers, elected officials, agents, employees, representatives, and volunteers from and against all claims,
demands, defense costs liability, or consequential damages arising out of or in connection with the Contractor's (including
Contractor's employees, representatives, subcontractors or anyone for whom the Contractor is legally liable) performance or
failure to perform under this Agreement: excepting those which arise out of the sole negligence of City. Contractor shall
indemnify and save harmless City from laborers, mechanics', and materialmen's liens upon materials, equipment, work in
progress, or the premises on which the work is to be performed.
19. Contractor shall not perform work on City owned property, and shall not commence work, or cause materials to be delivered to the
job site, until so authorized in writing by the Head of the Department (or designee) for whom the work was ordered.
20. Contractor certifies and represents that, during the performance of this Purchase Order/Contract, the Contractor and each
subcontractor shall adhere to equal opportunity employment practices to assure that applicants and employees are treated equally and
are not discriminated against because of their race, religion, color, national origin, ancestry, disability, sex, age, medical condition, or
marital status. Contractor further agrees that it will not maintain any segregated facilities.
21. Contractor shall obtain a City Business License under the terms and conditions of Vernon City Code, Sections 5.20, et seq., where
required.
22. Contractor hereby represents, warrants, and certifies that no officer or employee of the Contractor is a director, officer, or
employee of the City of Vernon, or a member of any board, commission, or committee, except to the extent permitted by law.
23. The City, or its authorized auditors or representatives, shall have access to and the right to audit and reproduce any of the
Contractor's records to the extent the City deems necessary to insure it is receiving all money to which it is entitled under the Purchase
Order/Contract and/or is paying the amounts to which Contractor is properly entitled to under the Purchase Order/Contract or for other
purposes relating to the Purchase Order/Contract. The Contractor shall maintain and preserve all such records for a period of at least 3
years after the termination of the Purchase Order/Contract. The Contractor shall maintain all such records in the City of Vernon. If
not, the Contractor shall, upon request, promptly deliver the records to the City of Vernon or reimburse the City for all reasonable and
extra costs incurred in conducting the audit at a location other than the City of Vernon, including, but not limited to, such additional
(out of the City) expenses for personnel, salaries, private auditors, travel, lodging, meals and overhead.
24. It is understood that in the performance of any services herein provided, for Contractor shall be, and is, and independent
contractor, and is not an agent or employee of City and shall furnish such services in its own manner and method, except as required
by this Purchase Order/Contract. Further, Contractor has and shall retain the right to exercise full control over the employment,
direction, compensation and discharge of all persons employed by Contractor in the performance of the services hereunder.
Contractor shall be solely responsible for, and shall indemnify, defend and save City harmless from all matters relating to the payment
of its employees, including compliance with social security, withholding and all other wages, salaries, benefits, taxes, exactions, and
regulations of any nature whatsoever. Contractor acknowledges that Contractor and any subcontractors, agents or employees are not
entitled to any of the benefits or rights afforded employees of City, including, but not limited to, sick leave, vacation leave, holiday
pay, Public Employees Retirement System benefits, or health, life, dental, long-term disability or Workers' Compensation insurance
benefits.
25. Contractor shall not assign or transfer this Purchase Order/Contract or any rights hereunder without the prior written consent of the
City which may be withheld in the City's sole discretion. Any unauthorized assignment of transfer shall be null and void and shall
constitute a material breach of Contractor of its obligations under this Purchase Order/Contract.
26. Time is strictly of the essence of this Purchase Order/Contract and each and every covenant, term and provision hereof.
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27. The City's waiver of any term, condition, breach or default of this Purchase Order/Contract shall not be considered to be a waiver
of any other term, condition, default of breach, not of a subsequent breach of the one waived.
28. The provisions of Vernon's Living Wage Ordinance, Vernon City Code, Sections 2.131, et seq., require that contractors providing
labor or services to the City pay employees in accordance with the Ordinance.
29. The City reserves the right to cancel any portion of this Purchase Order/Contract at any time prior to the delivery of goods.
30. This Purchase Order/Contract does not and is not intended to confer any benefit on or create any right exercisable or enforceable
by any third party.
31. This Purchase Order/Contract shall be deemed a contract and shall be governed by and construed in accordance with the laws of
the State of California. Contractor agrees that the State and Federal courts which sit in the County of Los Angeles, shall have
exclusive jurisdiction over all controversies and disputes arising hereunder, and submits to the jurisdiction thereof.
32. This Purchase Order/Contract, including any Exhibits attached hereto, constitutes the entire agreement and understanding between
the parties regarding its subject matter and supersedes all prior or contemporaneous negotiations, representations, understandings,
correspondence, documentation, and agreements (written or oral). In case of conflict between the terms of this Purchase
Order/Contract and the terms of any other document which is a part of this transaction, the terms of this Purchase Order/Contract shall
strictly prevail. Any and all additional terms and conditions must be approved by the City Attorney in writing.
33. If any provision of this Purchase Order/Contract shall be determined to be invalid or unenforceable, such provision shall be
deemed to be severed and the remainder of the Purchase Order/Contract shall be given full force and effect.
34. In case of default by Contractor, the City reserves the right to procure the goods or services from other sources and to hold the
Contractor responsible for any excess costs occasioned to the City thereby, Contractor shall not be held accountable for additional
costs incurred due to delay or default as a result of Force Majeure. "Force Majeure" shall mean an event beyond the control of either
party, which prevents either party from complying with any of its obligations under this Agreement, including but not limited to: (a)
any act of God (e.g., fires, explosions, earthquakes, drought); (b) riot or strikes; or (c) acts or threats of terrorism. Contractor must
notify the City immediately upon knowing that non-performance or delay will apply to this Purchase Order/Contract as a result of
Force Majeure. At that time Contractor is to submit in writing a Recovery Plan for this Purchase Order/Contract. If the Recovery Plan
is not acceptable to the City or not received within 10 days of the necessary notification of Force Majeure default, then the City may
cancel this Purchase Order/Contract in its entirety at no cost to the City, owing only for goods and services completed to that point.
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EXHIBIT K
TERMS AND CONDITIONS OF PURCHASE ORDER/CONTRACT (SERVICES) - CITY OF VERNON
This is a government contract. The terms are not changed by any words added by Contractor, nor superseded because of any
form used by Contractor in the course of business. Any change in terms must be agreed to by an authorized representative of the City,
in writing. Acceptance by the City of goods, materials or services is not an acceptance of Contractor's other terms.
1. Parties: (a) Purchaser: City of Vernon ("City"); (b) Contractor: as set forth in Purchase Order/Contract ("Contractor").
2. Contractor agrees to furnish the services described in the Purchase Order/Contract to which this is attached and subject to all terms
and conditions of the Purchase Order/Contract, this Attachment to the Purchase Order/Contract, and all other attachments hereto.
3. Contractor agrees to submit all invoices to the address indicated on the Purchase Order/Contract.
4. Contractor agrees to invoice at net prices without federal excise tax or federal fuel tax.
5. Contractor agrees to show on all invoices the name of the department to which services were furnished, whether the invoice covers
complete or partial performance, the Purchase Order/Contract number, and any applicable cash discount.
6. Contractor agrees to show applicable sales or use tax as separate items on all invoices.
7. Any item ordered on the face hereof that is listed in the Safety Orders of the California Division of Industrial Safety shall fully
comply with the latest revised requirements of said Safety Orders.
8. Unless otherwise specified, all work performed will be subject to final inspection and approval on the site where services are
supplied, or, in the event installation of equipment is required, such inspection and approval shall be at a place of installation. The
making of periodic payments by City shall not be construed as acceptance of work up to the time of payments.
9. Contractor shall diligently and carefully perform all work required hereunder in a good and workmanlike manner, and shall furnish
all labor, supervision, machinery, materials, equipment, and supplies as necessary.
10. Contractor warrants that all work performed under this Purchase Order/Contract shall conform to specifications, drawings,
samples, or other descriptions furnished or adopted by City; and all workmanship or service rendered will be in accordance with
standards established by City. Contractor agrees that the supplies/services furnished under this Purchase Order/Contract shall be
covered by the most favorable commercial warranties the Contractor gives to any customer for such supplies/services, and that the
rights and remedies provided herein are in addition to, and do not limit any rights afforded to the City by, and other clause of a
Purchase Order/Contract awarded hereunder.
11. Prior to the issuance of the Purchase Order/Contract, Contractor may be required to provide to City evidence of insurance. Failure
to maintain the required amounts and types of coverage throughout the duration of services supplied shall constitute a material breach
of this Purchase Order/Contract and shall entitle the City to terminate this Purchase Order/Contract.
12. As respects acts, errors, or omissions in the performance of services under this Purchase Order/Contract, the Contractor
agrees to indemnify and hold harmless the City, its officers, agents, employees, representatives, and volunteers from and
against all claims, demands, defense costs, liability, or consequential damages arising out of the Contractor's negligent acts,
errors, or omissions in the performance of its professional services under the terms of this Purchase Order/Contract or those
of Contractor's subcontractors or anyone for whom Contractor is legally liable. As respects all acts or omissions which do not
arise directly out of the performance of services, including but not limited to those acts or omissions normally covered by
general and automobile liability insurance, the Contractor agrees to indemnify, defend (at City's option), and hold harmless
the City, it officers, agents, employees, representatives, and volunteers from and against all claims, demands, defense costs
liability, or consequential damages arising out of or in connection with the Contractor's (including Contractor's employees,
representatives, subcontractors or anyone for whom Contractor is legally liable) performance or failure to perform under this
Agreement; excepting those which arise out of the sole negligence of City.
13. Contractor shall indemnify and save harmless City from laborers, mechanics', and materiahnen's liens upon materials, equipment,
work in progress, or the premises on which the work is to be performed.
14. Contractor shall not perform work on City owned property, and shall not commence work or cause materials to be delivered to the
job site, until so authorized in writing by the Head of the Department (or designee) for whom the work was ordered. Contractor shall
perform all work in such manner as not to interfere with use of premises by City or other contractors. Contractor agrees that there shall
be no interruptions of City's use except as stated on this Purchase Order/Contract. Contractor shall take all necessary precautions
(including those required by City's safety regulations) to protect the premises and all persons and property thereon from damage or
Page 1 of 3
injury and shall assume responsibility for the taking of such precautions by Contractor's and subcontractor's employees, agents,
licensees, and permittees, and subcontractors. Upon completion of the work, Contractor shall leave the premises clean and free of all
tools, equipment, waste material, and rubbish.
15. Contractor certifies and represents that, during the performance of this Purchase Order/Contract, the Contractor and each
subcontractor shall adhere to equal opportunity employment practices to assure that applicants and employees are treated equally and
are not discriminated against because of their race, religion, color, national origin, ancestry, disability, sex, age, medical condition or
marital status. Contractor further agrees that it will not maintain any segregated facilities.
16. Contractor shall obtain a City Business License under the terms and conditions of Vernon City Code, Sections 5.20, et seq., where
required.
17. Contractor hereby represents, warrants and certifies that no officer or employee of the Contractor is a director, officer or employee
of the City of Vernon, or a member of any boards, commission or committees, except to the extent permitted by law.
18. Contractor shall keep sufficient and accurate records of all costs incurred as they relate to the basis of compensation as outlined on
this Purchase Order/Contract. The City, or its authorized auditors or representatives, shall have access to and the right to audit and
reproduce any of the Contractor's records to the extent the City deems necessary to ensure it is receiving all money to which it is
entitled under the Purchase Order/Contract and/or is paying the amounts to which Contractor is properly entitled to under the Purchase
Order/Contract or for other purposes relating to the Purchase Order/Contract. The Contractor shall maintain and preserve all such
records for a period of at least 3 years after the termination of the Purchase Order/Contract. The Vendor shall maintain all such records
in the City of Vernon. If not, the Contractor shall, upon request, promptly deliver the records to the City of Vernon or reimburse the
City for all reasonable and extra costs incurred in conducting the audit at a location other than the City of Vernon, including, but not
limited to, such additional (out of the City) expenses for personnel, salaries, private auditors, travel, lodging, meals and overhead.
19. It is understood that in the performance of any services herein provided, for Contractor shall be, and is, an independent contractor,
and is not an agent or employee of City and shall furnish such services in its own manner and method, except as required by this
Purchase Order/Contract. Further, Contractor has and shall retain the right to exercise full control over the employment, direction,
compensation, and discharge of all persons employed by Contractor in the performance of the services hereunder. Contractor shall be
solely responsible for, and shall indemnify, defend, and save City harmless from all matters relating to the payment of its employees,
including compliance with social security, withholding and all other wages, salaries, benefits, taxes, exactions, and regulations of any
nature whatsoever. Contractor acknowledges that Contractor and any subcontractors, agents or employees are not entitled to any of the
benefits or rights afforded employees of City, including, but not limited to, sick leave, vacation leave, holiday pay, Public Employees
Retirement System benefits, or health, life, dental, long-term disability or Workers' Compensation insurance benefits.
20. In case of conflict between the terms of this Purchase Order/Contract and the terms of any other document which is a part of this
transaction, the terms of this Purchase Order/Contract shall strictly prevail.
21. Contractor shall not assign or transfer this Purchase Order/Contract or any rights hereunder with out the prior written consent of the
City which may be withheld in the City's sole discretion. Any unauthorized assignment of transfer shall be null and void and shall
constitute a material breach of Contractor of its obligations under this Purchase Order/Contract. All subcontractors shall be approved
by City. Contractor agrees to secure proper agreements from all subcontractors necessary to protect City in the same manner as
Contractor has herein agreed.
22. Time is strictly of the essence of this Purchase Order/Contract and each and every covenant, term and provision hereof.
23. In case of default by Contractor, the City reserves the right to procure the goods or services from other sources and to hold the
Contractor responsible for any excess costs occasioned to the City thereby. Contractor shall not be held accountable for additional
costs incurred due to delay or default as a result of Force Majeure. Contractor must notify the City immediately upon knowing that
non-performance or delay will apply to this Purchase Order/Contract as a result of Force Majeure. At that time Contractor is to submit
in writing a Recovery Plan for this Purchase Order/Contract. If the Recovery Plan is not acceptable to the City or not received within
10 days of the necessary notification of Force Majeure default, then the City may cancel this Purchase Order/Contract in its entirety at
no cost to the City, owing only for goods and services completed to that point
24. The failure of City to insist upon performance of any provision of this Purchase Order/Contract or to exercise any right or privilege
granted to City under this Purchase Order/Contract shall not be construed as waiving any such provisions, and the same shall continue
in force. The City's waiver of any term, condition, breach or default of this Purchase Order/Contract shall not be valid unless set forth
in a writing, signed by both parties, and shall not be considered to be a waiver of any other term, condition, default of breach, not of a
subsequent breach of the one waived.
25. The provisions of Vernon's Living Wage Ordinance, Vernon City Code, Sections 2.131, et seq., require that contractors providing
labor or services to the City pay employees in accordance with the Ordinance. The provisions of California Labor Code Sections
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1770, et seq., regarding the payment of prevailing wages on public works, and related regulations, apply to all City Contracts. In
addition, Contractor must be currently registered and qualified (including payment of any required fee) with the State Department of
Industrial Relations pursuant to Labor Code section 1725.5. This project is subject to compliance monitoring and enforcement by the
State Department of Industrial Relations. If Living Wage provisions and Prevailing Wage provisions should both apply, then
contractor shall pay the higher of the applicable wages to the extent required by law.
26. The City reserves the right to cancel any portion of this Purchase Order/Contract at any time prior to the delivery of services.
27. This Purchase Order/Contract shall be deemed a contract and shall be governed by and construed in accordance with the laws of
the State of California. Contractor agrees that the State and Federal courts which sit in the State of California shall have exclusive
jurisdiction over all controversies and disputes arising hereunder, and submits to the jurisdiction thereof.
28. This Purchase Order/Contract, including any Exhibits attached hereto, constitutes the entire agreement and understanding between
the parties regarding its subject matter and supersedes all prior or contemporaneous negotiations, representations, understandings,
correspondence, documentation and agreements (written or oral).
29. All additional terms and conditions must be approved as to form by the City Attorney in writing.
30. This Purchase Order/Contract does not and is not intended to confer any benefit on nor create any right exercisable or enforceable
by any third party.
31. If any provision of this Purchase Order/Contract shall be determined to be invalid or unenforceable, such provision shall be
deemed to be severed and the remainder of the Purchase Order/Contract shall be given full force and effect.
Page 3 of 3
EXHIBIT L
City of Vernon
Request for Expressions of Interest
and Information (RFI)
[Insert name of Potential Project]
City of Vernon
[Insert Department Name]
4305 Santa Fe Avenue, Vernon CA 90058
Phone: (323) 583-8811
Page 1 of 7
I. Introduction
The City of Vernon is seeking information on [brief description of Project] that will establish:
[insert goal of the Project]. [Include any background information if necessary]
The City's intent in issuing this Request for Information ("RFI") is to assess its options and
potentially develop a Request for Proposals ("RFP") that will address the City's needs and concerns,
further outlined in Section IV.
II. City Background
The City of Vernon was founded in 1905, is approximately 5.2 square miles in size and is
located approximately 5 miles southeast of downtown Los Angeles California. Over its long history
Vernon has been developed as an industrial community. At the turn of the 20th century the lands
that make up Vernon were comprised largely of farmlands. The presence of three major rail lines
in the area led influential business and property owners to encourage the railroad companies to run
spur lines onto the farmlands. These rail extensions enabled the creation of an "exclusively
industrial" City. By the 1920's Vernon was attracting large stockyards and meatpacking facilities.
In the 1930's Vernon became the location of choice for many heavy industrial plants. As economic
conditions changed over the decades, these large scale industrial operations have relocated out of
Southern California and Vernon has attracted smaller, lighter industrial facilities. The City's
business friendly environment, low cost utilities and key location for trucking and rail transport
continue to position Vernon as an ideal location for industrial uses.
City Government: The City Council consists of five members, elected at -large, who serve
five-year staggered terms. The City Council annually appoints a Mayor and a Mayor Pro Tem from
its own membership to serve one-year terms.
Labor Force: Vernon has approximately 280 employees, and its departments include a Fire
Department, Police Department, Finance Department, Public Works Department, Public Utilities
Department and Health and Environmental Control Department. Present bargaining units
recognized include the Vernon Police Officers Benefit Association, Vernon Police Management
Association, Vernon Firemen's Association, the Vernon Fire Management Association,
International Brotherhood of Electrical Workers Local 47, and Teamsters Local 911.
III. Nature of the RFI
The City of Vernon is seeking information on [brief description of Project] to address needs
and concerns described in Section IV for the purpose of possibly developing a RFP that will meet
all of the City's needs.
This RFI is not a solicitation or request for proposals that will result in a contractual
relationship with the City of Vernon or commit the City to enter into a further agreement with any
responding party. This should be considered only a request for information that will assist the City
in assessing its options for potential [project name]. In addition to a response to the information
Page 2 of 7
requested here, the City encourages responders to submit additional information that they believe
the City should consider as part of its comprehensive [project name].
The City is not obligated to issue any future RFP as a result of this RFI process. The City
reserves the right to discontinue or modify the RFI process at any time. All costs associated with
responding to this RFI will be solely at the responder's expense.
Respondents are also advised that this will be an open and public process. This RFI and
any City issued RFP will utilize a public process, consistent with any requirements of Vernon
Municipal Code that may apply, such as Code Section 2.17.00 et seq. The identity of all respondents,
correspondence and responses will be a matter of public record, with the exception of those
elements of the response that are identified by the respondent and plainly marked as "trade secret,"
"confidential," or "proprietary." Each element of a response which a respondent desires not to be
considered a public record must be clearly marked as set forth above, and any blanket statement
(i. e., regarding entire pages, documents, or other, non-specific designations) shall not be sufficient
and shall not bind the City in any way whatsoever. If City receives a request from a third party to
make a response available for inspection and copying, the City will notify the respondent of the
request. If a respondent instructs the City that the information is not to be released, City will
withhold the information, provided, the respondent expeditiously (but by no later than ten (10)
days from the date City provides notice of the request for disclosure) seeks a protective order from
a court of competent jurisdiction to prevent such release. If disclosure is required under the
California Public Records Act or otherwise by law (despite the respondent's request for
confidentiality), the City shall not in any way be liable or responsible for the disclosure of any
such records or part thereof. For the avoidance of doubt, respondent's identity shall not be deemed
confidential.
Respondents are solely responsible for the accuracy and quality of the data used in their
submissions and the information provided therein.
DISCUSSION OF THE CONTENTS OF THIS RFI WITH ANY ELECTED OR
APPOINTED CITY OFFICIAL MAY LEAD TO IMMEDIATE REJECTION OF THE RFI
PROPOSAL AND MAY BAR THE PROPOSER FROM SUBSEQUENT
PARTICIPATION. ALL INQUIRIES REGARDING THIS RFI AND
CORRESPONDENCE TO THE CITY SHOULD BE VIA EMAIL TO [insert name and
email address].
IV. Needs and Concerns to Be Addressed
[Provide necessary background information about Project]
[Provide necessary information about the Project details: what is wanted, when, and where]
[Provide the goal of this Project]
Page 3 of 7
V. Format and Delivery of Submission to City
Respondents are asked to submit one (1) hard copy and one (1) electronic copy of their
proposal in sufficient detail to allow for a thorough evaluation and comparative analysis. The
proposal should include, at a minimum, the following information in sectionalized format.
A. Format.
Limit your proposal to 20 typed 8.5" X 11" pages or fewer, on white bond paper of at
least 20-pound weight single sided (excluding cover letter and attachments). You may attach a
firm brochure if you wish, but it must be as a separate attachment and independent from the
required elements noted above.
Use a conventional typeface with a minimum font size of 12 points. Use a 1"
margin on all borders.
2. Provide one (1) unbound original of your firm's response and one (1) electronic
version in one of the following options: flash drive, compact disk, or via email to
[insert email] with a subject line to read as follows "[Insert desired subject
heading]".
Prominently label the package: "[Insert desired label name]" and include the
name of the primary contact for the respondent. Deliver the response to:
City of Vernon
[Insert Department]
Attention: [Insert Name]
4305 Santa Fe Avenue
Vernon, CA 90058
4. Responses are due on or before 5:00 p.m. on [insert date]. Late responses will not
be accepted.
If you have any questions about this RFI, please contact [insert contact name or office] in
writing at [insert email].
B. Cover Letter.
All responses shall include a cover letter. The cover letter shall identify the business
entity, including the name, address, telephone number, and website address (if applicable)of the
business entity; and the name, title, address, telephone number and e-mail address of a contact
person during the evaluation period.
Page 4 of 7
C. Introduction.
Present an introduction of the proposal and your understanding of the assignment and
significant steps, methods and procedures to be employed to ensure the development of [name of
Project] that will meet the needs and address the concerns established in Section IV above.
D. General Scope of Work.
Briefly summarize the methodology and approach perceived or envisioned that address
the concerns established.
E. Methodology and Approach.
Present concepts for conducting the work. Define the scope of each task including the
depth and scope of analysis or research proposed.
F. Impact on Environment (if applicable; otherwise delete)
Thorough description of how respondent's proposal would limit any potential negative
impact on environment. Provision of verifiable scientific support for such claims is encouraged.
The City desires to limit claims that the potential project may have a significant negative effect
on the environment.
How would you identify possible environmental impacts? What is your experience with
the California Environmental Quality Act (CEQA) and/or the National Environmental Policy Act
(NEPA)? Has your company prepared an Environmental Impact Report (EIR) or an
Environmental Impact Statement (EIS) or built projects subject to either an EIR or EIS in
California for this type of project? Are there outstanding legal challenges to those projects? Have
you implemented ongoing mitigation and monitoring measures? Have you developed working
relationships with environmental groups? What has been your company's role in scoping and
community outreach? (This question seeks background on your company's participation in such
processes, not identification of all environmental issues on this specific site). If the City
determines to proceed with a project, the City may (or may not) act as the lead agency for such
environmental review.
G. Installations and Limitations (if applicable; otherwise delete)
Dimensions of any installed materials. Due to permitting constraints, Vernon would look
favorably upon projects that [fill in]. Given the Project's proposed location, please describe any
expectations or concerns about technology —related items, including the size, availability, and
suitability of [type of installation: i.e. wind turbines], foundation requirements, special logistical
or cost considerations, and quality, durability and manufacturer warranties of equipment. Identify
any issues of concern related to the process of obtaining all anticipated permits and approvals for
the development of the facility. What key uncertainties are known or anticipated in this process
at the state and local levels and how would they be overcome? Describe the City's role, if any.
Page 5 of 7
H. Fees and Cost.
Although an important aspect of consideration, the financial cost estimate will not be the
sole justification for consideration. However, an estimated cost to provide such a project will
assist the City in developing a RFP for the final work and whether the work can be feasibly
accomplished under the current fiscal year's budget. Proposer must offer services at a rate
comparable to the rate proposer offers to other governmental entities for similar work.
I. Qualifications.
Provide a detailed description of the proposer and his/her/its qualifications, including
names, titles, detailed professional resumes and past experience in similar work efforts/products.
Provide a list of specific related work projects that have been completed by the proposer which
are directly related to the methodology and approach provided in the response. Respondents are
encouraged to supply relevant examples of their professional product and provide a list of
references.
VI. Addenda, Changes, and Amendments to this Solicitation.
At any time prior to the due date for responses, the City may make changes, amendments,
and addenda to this solicitation, including changing the date due to allow respondents time to
address such changes. Addenda, changes, and amendments, if made, will be posted on the City's
website (www.cityofvernon.org), which is deemed adequate notice. A proposer may make a
request to the [Department Name] [insert email address] to be placed on a list of persons to
receive notice of any such addenda, changes, or amendments.
VII. Conditions for Responses to RFI
The following conditions apply to this RFI process:
A. Nothing contained in this RFI shall create any contractual relationship between
the respondent and the City.
B. This RFI does not obligate the City to establish a list of service providers
qualified as prime consultants, or award a contract to any respondent. The City
reserves the right to amend or cancel this RFI without prior notice, at any time, at
its sole discretion.
C. The City shall not be liable for any expenses incurred by any individual or
organization in connection with this RFI.
D. No conversations or agreements with any officer, agent, or employee of the City
shall affect or modify any terms of this RFI. Oral communications or any
written/e-mail materials provided by any person other than designated contact
staff of City shall not be considered binding.
E. The City reserves the right to seek clarification on a submission with any source.
Page 6 of 7
F. The dates, times, and sequence of events related to this RFI shall ultimately be
determined by the City.
G. Respondents shall not issue any news release pertaining to this RFI or to the City
without prior written approval of the City.
H. All information submitted in response to this RFI shall become public record
upon delivery to the City, subject to the terms set forth in Section III above.
VIII. Right by the City to Withdraw this Request
The City may, at its sole discretion and for any reason whatsoever, withdraw this
solicitation at any time.
Page 7 of 7
EXHIBIT M
City of Vernon
Request for Proposals (RFP)
[Insert Title]
City of Vernon
[Insert Department]
4305 Santa Fe Avenue, Vernon, CA 90058
Phone: (323) 583-8811
June 2017
City of Vernon [Insert Title] Request for Proposals
1. INTRODUCTION AND PROJECT
The City of Vernon is requesting proposals for [insert type of services] to conduct [insert
brief description].
The City will select one firm, based on demonstrated competence and a cost effective
approach to design, conduct, and assist in the [insert brief description].
2. BACKGROUND
The City of Vernon was founded in 1905, is approximately 5.2 square miles in size and is
located approximately 5 miles southeast of downtown Los Angeles California. Over its
long history, Vernon has been developed as an industrial community. At the turn of the
20'h century the lands that make up Vernon were comprised largely of farmlands. The
presence of three major rail lines in the area led influential business and property owners
to encourage the railroad companies to run spur lines onto the farmlands. These rail
extensions enabled the creation of an "exclusively industrial" city. By the 1920's, Vernon
was attracting large stockyards and meatpacking facilities. In the 1930's, Vernon became
the location of choice for many heavy industrial plants. As economic conditions changed
over the decades, these large scale industrial operations have relocated out of Southern
California and Vernon has attracted smaller, lighter industrial facilities. The City's
business friendly environment, low cost utilities and key location for trucking and rail
transport continue to position Vernon as an ideal location for industrial uses.
City Government: The City Council consists of five members, elected at -large, who serve
five-year staggered terms. The City Council annually appoints a Mayor and a Mayor Pro
Tern from its own membership to serve one-year terms.
Labor Force: Vernon has approximately 280 employees, and its departments include a
Fire Department, Police Department, Finance Department, Public Works Department,
Public Utilities Department and Health and Environmental Control Department. Present
bargaining units recognized include the Vernon Police Officers Benefit Association,
Vernon Police Management Association, Vernon Firemen's Association, the Vernon Fire
Management Association, International Brotherhood of Electrical Workers Local 47, and
Teamsters Local 911.
3. [ISSUES OR PROBLEMS TO BE ADDRESSEDI
[Insert description]
4. SCOPE OF SERVICES REQUIRED
The City of Vernon is seeking the services of a highly qualified consulting firm to assist in:
[insert scope of services required]
Page 2 of 9
June 2017
City of Vernon [Insert Title] Request for Proposals
5. QUALIFICATIONS & CRITERIA
A. Qualifications: The City of Vernon will select one firm for all of the outlined Scope of
Service on the basis of qualifications, experience, and cost. The following are the
minimum qualifications to be used to evaluate responses to this Request for
Proposals:
[Insert qualifications]
B. Selection Criteria: The City will conduct a comprehensive, fair, and impartial
evaluation of proposals received in response to this RFP. All proposals received
will be reviewed and evaluated by a committee of qualified personnel. The name,
information, or experience of the individual members will not be made available to
any proposer. The Evaluation Committee will first review and screen all proposals
submitted, except for the cost proposals, according to the minimum qualifications
set forth above. The following criteria will be used in reviewing and comparing the
proposals and in determining the highest scoring bid:
1. 40% Qualifications, background and prior experience of the firm in the
Service Area(s) being proposed, experience of key staff assigned to
oversee services provided to Vernon, evaluation of size and scope of
similar work performed and success on that work.
2. 30% Cost and fees to the City for handling matters. Cost is not the sole
determining factor but will be taken into consideration. Proposer must
offer services at a rate comparable to the rate proposer offers to other
governmental entities for similar work. Offering a higher rate to the City
than the comparable rate is grounds for disqualification of the Proposer.
If rates differ for different types or levels of service, or for different
Service Areas, the Proposer should so state.
3. 10% Responsiveness to the RFP, and quality and responsiveness of the
proposal.
4. 20% References including past performance of proposer.
6. FORMAT AND DELIVERY OF RESPONSE
Respondents are asked to submit one (1) unbound original, [INSERT AMOUNT OF
COPIES NEEDED FOR PANEL] hard copies and one (1) electronic copy (via email to
[insert email contact]) of their proposals in sufficient detail to allow for a thorough
evaluation and comparative analysis. The proposal should include, at a minimum, the
following information in sectionalized format addressing all phases of the work in the RFP.
A. Format: Limit your proposal to 20 typed 8.5" X 11" pages, or fewer, on white bond
paper of at least 20-pound weight single sided (excluding cover letter and
attachments. You may attach a firm brochure if you wish, but it must be as a
separate attachment and independent from the required elements noted above.
1. Use a conventional typeface with a minimum font size of 12 points. Use a
1" margin on all boarders.
2. Organize your submittal in the order described above.
Page 3 of 9
June 2017
City of Vernon [Insert Title] Request for Proposals
3. Prominently label the package: "[Insert RFP Title]" and include the name of
the primary contact for the respondent.
Deliver the response to:
City of Vernon
Attention: [Insert department head name and title]
4305 Santa Fe Avenue
Vernon, CA 90058
4. Responses are due on or before 5:00 p.m. on , 20_. Late
response will not be accepted.
5. If you have any questions about this RFP, please contact [insert contact
person] at (323) 583-8811 ext. . Please note that any questions asked
and any response provided by Vernon will be sent to every person who will
be submitting a proposal, to the extent the City is aware of them.
B. Cover Letter: All proposals shall include a cover letter which states that the proposal
shall remain valid for a period of not less than ninety (90) days from the date of
submittal. If the proposal contemplates the use of sub -contractors, the sub-
contractors shall be identified in the cover letter. If the proposal is submitted by a
business entity, the cover letter shall be signed by an officer authorized to
contractually bind the business entity. With respect to the business entity, the cover
letter shall also include: the identification of the business entity, including the name,
address and telephone number of the business entity; and the name, title, address
and telephone number of a contact person during the proposal evaluation period.
C. Introduction: Present an introduction of the proposal and your understanding of the
assignment and significant steps, methods and procedures to be employed by the
proposer to ensure quality deliverables that can be delivered within the required time
frames and your identified budget.
D. General Scope of Work: Briefly summarize the scope of work as the proposer
perceives or envisions it for each Service Area proposed.
E. Work Plan: Present concepts for conducting the work plan and interrelationship of
all projects. Define the scope of each task including the depth and scope of analysis
or research proposed.
F. Fees and costs: Although an important aspect of consideration, the financial cost
estimate will not be the sole justification for consideration. Negotiations may or may
not be conducted with the proposer; therefore, the proposal submitted should contain
the proposer's most favorable terms and conditions, since selection and award may
be made without discussion with any firm. All prices should reflect "not to exceed"
amounts per item. Proposer must offer services at a rate comparable to the rate
proposer offers to other governmental entities for similar work. Offering a higher rate
to the City than the comparable rate is grounds for disqualification of the Proposer.
Page 4 of 9
June 2017
City of Vernon [Insert Title] Request for Proposals
G. Ability of the Proposer to Perform: Provide a detailed description of the proposer
and his/her/its qualifications, including names, titles, detailed professional resumes
and past experience in similar work efforts/products of key personnel who will be
working on the assignment. Provide a list of specific related work projects that have
been completed by the proposer which are directly related to the assignment
described in this RFP. Note the specific individuals who completed such project(s).
Identify role and responsibility of each member of the project team. Include the
amount of time key personnel will be involved in the respective portions of the
assignment. Respondents are encouraged to supply relevant examples of their
professional product. Provide a list of references.
The selected firm shall not subcontract any work under the RFP nor assign any
work without the prior written consent of the City.
H. Affidavit of Non -Collusion. Proposer must submit a completed and signed,
"Affidavit of Non -Collusion." (Copy attached as Exhibit A).
7. ADDENDA, CHANGES, AND AMENDMENTS TO THIS SOLICITATION
At any time prior to the due date for responses, the City may make changes, amendments,
and addenda to this solicitation, including changing the date due to allow respondents time
to address such changes. Addenda, changes, and amendments, if made, will be posted
on the City's website (www.cityofvernon.org), which is deemed adequate notice. A
proposer may make a request to the City's project coordinator to be placed on a list of
persons to receive notice of any such addenda, changes, or amendments. The preferred
manner of communications is via e-mail due to its timeliness.
8. CONDITIONS FOR RESPONSES TO RFP
The following conditions apply to this RFP process:
A. Nothing contained in this RFP shall create any contractual
relationship between the respondent and the City.
B. This RFP does not obligate the City to establish a list of service
providers qualified as prime contractors, or award a contract to any
respondent. The City reserves the right to amend or cancel this
RFP without prior notice, at any time, at its sole discretion.
C. The City shall not be liable for any expenses incurred by any
individual or organization in connection with this RFP.
D. No conversations or agreements with any officer, agent, or
employee of the City shall affect or modify any terms of this RFP.
Oral communications or any written/e-mail materials provided by
any person other than designated contact staff of City shall not be
considered binding.
E. The City reserves the right, in its sole discretion, to accept or reject
Page 5 of 9
June 2017
City of Vernon [Insert Title] Request for Proposals
any or all Proposals without prior notice and to waive any minor
irregularities or defects in a Proposal. The City reserves the right
to seek clarification on a Proposal with any source.
F. The dates, times, and sequence of events related to this RFP shall
ultimately be determined by the City. The schedule shown above
is subject to change, at the sole discretion of the City, although the
City will attempt to follow it and, if it must be altered, will attempt to
provide reasonable notice of the changes.
G. Respondents shall not issue any news release pertaining to this
RFP, or the City without prior written approval of the City.
H. All submitted proposals and information included therein or
attached thereto shall become public record upon delivery to the
City.
9. RIGHT BY THE CITY TO WITHDRAW THIS REQUEST
The City may, at its sole discretion and for any reason whatsoever, withdraw this
solicitation at any time.
10. LIVING WAGE ORDINANCE rAND PREVAILING WAGE WHERE
APPLICABLEI IF PREVAILING WAGES DOES NOT APPLY MAKE SURE TO
REMOVE HIGHLIGHTED LANGUAGE BELOW PRIOR TO SUBMITTING RFP FOR
APPROVAL.
The selected [contractor/consultant] shall pay qualifying employees a wage of not less
than $10.30 per hour with health benefits, or $11.55 per hour without health
benefits. The [contractor/consultant] shall also provide qualifying employees at least
twelve days off per year for sick leave, vacation or personnel necessity, and an
additional ten days a year of uncompensated time for sick leave. There shall be a
prohibition on an employer retaliation against an employee's complaining to the City with
regard to the employer's compliance with the living wage ordinance. Contractor, and
any Subcontractor(s), shall comply with the City's Living Wage Ordinance. The current
Living Wage Standards are set forth in Exhibit "D" of the standard form contract,
attached hereto as Exhibit B. Upon the City's request, certified payroll records shall
promptly be provided to the City. [FOR PUBLIC WORKS AND RELATED CONTRACTS
THE FOLLOWING PROVISIONS MUST BE ADDED] The provisions of California Labor
Code 1770, et seq., regarding the payment of prevailing wages on public works, and
related re ulations, a ply to all City contracts. In addition, the selected
and/or any subcontractor must be currently registered and
qualified (including payment of any required fee) with the State Department of Industrial
Relations pursuant to Labor Code section 1725.5 (with limited exceptions for bid
purposes only under Labor Code Section 1771.1(a)). This project is subject to
compliance monitoring and enforcement by the State Department of Industrial Relations.
If Living Wage Provisions and Prevailing Wage provisions should both apply to this
Contract, Contractor and all of its Subcontractors shall pay the higher of the applicable
wages to the extent required by law.
Page 6 of 9
June 2017
City of Vernon [Insert Title] Request for Proposals
11. STANDARD TERMS AND CONDITIONS
Prior to the award of any work hereunder, City and proposer shall enter into the written
contract for services attached hereto as Exhibit B. Proposers responding to this RFP
are strongly advised to review all the terms and conditions of the Contract. The term of
the Contract shall not exceed three (3) years.
Page 7 of 9
June 2017
City of Vernon [Insert Title] Request for Proposals
.■ C
AFFIDAVIT OF NON -COLLUSION
Page 8 of 9
June 2017
City of Vernon [Insert Title] Request for Proposals
1W:/:11:31r:3
STANDARD FORM CONTRACT
Page 9 of 9
June 2017
EXHIBIT N
SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND [CONTRACTOR'S
NAME] FOR [BRIEF DESCRIPTION OF SERVICES]
Contractor:
Responsible Principal of Contractor:
Notice Information - Contractor:
Notice Information - City:
Commencement Date:
Termination Date:
Consideration:
Records Retention Period
COVER PAGE
[insert name of contractor]
[insert name, title]
[insert name of contractor]
[insert street address]
[insert city, state, zip code]
Attention: [insert name, title]
Phone: [insert phone number]
Facsimile: [insert fax number]
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attention: [insert department head]
[insert department head title]
Telephone: (323) 583-8811 ext. [insert]
Facsimile: [insert fax number]
[insert commencement date]
[insert termination date]
Total not to exceed $[insert amount]
(includes all applicable sales tax); and more
particularly described in Exhibit C
Three (3) years, pursuant to Section 10.20
June 2017
SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND [CONTRACTOR'S
NAME] FOR [BRIEF DESCRIPTION OF SERVICES]
This Contract is made between the City of Vernon ("City"), a California charter City and
California municipal corporation ("City"), and [Contractor's Name], a [State incorporated in]
corporation ("Contractor")
The City and Contractor agree as follows:
1.0 EMPLOYMENT OF CONTRACTOR. City agrees to engage Contractor to
perform the services as hereinafter set forth as authorized by the City Council on
2.0 SCOPE OF SERVICES.
2.1 Contractor shall perform all work necessary to complete the services set
forth in the Request for Proposals dated , Exhibit "A", and Contractor's proposal to
the City ("Proposal") dated , Exhibit "B", both of which are attached to and
incorporated into this Contract, by reference.
2.2 All services shall be performed to the satisfaction of City.
2.3 All services shall be performed in a competent, professional, and
satisfactory manner in accordance with the prevailing industry standards for such services.
3.0 PERSONNEL.
3.1 Contractor represents that it employs, or will employ, at its own
expense, all personnel required to perform the services under this Contract.
3.2 Contractor shall not subcontract any services to be performed by it
under this Contract without prior written approval of City.
3.3 All of the services required hereunder will be performed by Contractor or
by City -approved subcontractors. Contractor, and all personnel engaged in the work, shall be
fully qualified and authorized or permitted under State and local law to perform such services
and shall be subject to approval by the City.
4.0 TERM. MUST SELECT AN ALTERNATIVE AND REMOVE THE LANGUAGE
OF ALTERNATIVE NOT SELECTED. [Alternative 1, for services where there is a
2 June 2017
deliverable or specific schedule set forth in the specifications/RFP or in the
bid/proposal]. The Contractor shall commence the delivery of services on receipt of a written
notice to proceed and shall complete the services on the schedule set forth in Exhibit
[Alternative 2, for services of a continuing nature]. The term of this Contract shall
commence on [state date], and it shall continue until [state date which may not be more than
three years from the commencement date], unless terminated at an earlier date pursuant to
the provisions thereof.
5.0 COMPENSATION AND FEES.
5.1 Contractor has established rates for the City of Vernon which are
comparable to and do not exceed the best rates offered to other governmental entities in and
around Los Angeles County for the same services. For satisfactory and timely performance of
the services, the City will pay Contractor in accordance with the payment schedule set forth in
Exhibit "C" attached hereto and incorporated herein by reference.
5.2 Contractor's grand total compensation for the entire term of this Contract,
including change orders, shall not exceed [state amount] without the prior authorization of the
City Council and written amendment of this Contract.
5.3 Contractor shall, at its sole cost and expense, furnish all necessary and
incidental labor, material, supplies, facilities, equipment, and transportation which may be
required for furnishing services pursuant to this Contract. Materials shall be of the highest
quality. The above Contract fee shall include all staff time and all clerical, administrative,
overhead, insurance, reproduction, telephone, air travel, auto rental, subsistence, and all related
costs and expenses.
5.4 City shall reimburse Contractor only for those costs or expenses
specifically approved in this Agreement, or specifically approved in writing in advance by City.
Unless otherwise approved, such costs shall be limited and include nothing more than the
following costs incurred by Contractor:
5.4.1 The actual costs of subcontractors for performance of any of the
June 2017
services that Contractor agrees to render pursuant to this Agreement, which have been
approved in advance by City and awarded in accordance with this Agreement.
5.4.2 Approved reproduction charges.
5.4.3 Actual costs and/or other costs and/or payments specifically
authorized in advance in writing and incurred by Contractor in the performance of this
Agreement.
5.5 Contractor shall not receive any compensation for extra work performed
without the prior written authorization of City. As used herein, "extra work" means any work that
is determined by City to be necessary for the proper completion of the Project, but which is not
included within the Scope of Services and which the parties did not reasonably anticipate would
be necessary at the time of execution of this Agreement. Compensation for any authorized
extra work shall be paid in accordance with the payment schedule as set forth in Exhibit T," if
the extra work has been approved by the City.
5.6 Licenses, Permits, Fees, and Assessments. Contractor shall obtain, at
Contractor's sole cost and expense, such licenses, permits, and approvals as may be required
by law for the performance of the services required by this Agreement. Contractor shall have the
sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and
interest, which may be imposed by law and which arise from or are necessary for the
performance of the Services by this Agreement.
6.0 PAYMENT.
6.1 As scheduled services are completed, Contractor shall submit to the
City an invoice for the services completed, authorized expenses, and authorized extra work
actually performed or incurred according to said schedule.
6.2 Each such invoice shall state the basis for the amount invoiced, including
a detailed description of the services completed, the number of hours spent, reimbursable
expenses incurred and any extra work performed.
6.3 Contractor shall also submit a progress report with each invoice that
4 June 2017
describes in reasonable detail the services and the extra work, if any, performed in the
immediately preceding calendar month.
6.4 Contractor understands and agrees that invoices which lack sufficient
detail to measure performance will be returned and not processed for payment.
6.5 City will pay Contractor the amount invoiced within thirty (30) days after
the City approves the invoice.
6.6 Payment of such invoices shall be payment in full for all services,
authorized costs, and authorized extra work covered by that invoice.
7.0 CHANGE ORDERS. MUST SELECT AN ALTERNATIVE AND REMOVE THE
LANGUAGE OF ALTERNATIVE NOT SELECTED. [alternative A] There is no change order
authority provided in this Contract. [alternative B] The Director of the Department of [identify
department] shall have the authority to issue change orders for administrative and non -material
changes to the scope of services and to the time for performance as long as the change orders
do not increase the compensation due to Contractor under this Contract and as long as the time
is not extended beyond three years. The City Administrator, shall have the authority to issue
administrative change orders to increase the compensation due to Contractor under this
Contract, but the combined total amount of such change orders shall not exceed [insert
amount].
8.0 CITY'S RESPONSIBILITY. City shall cooperate with Contractor as may be
reasonably necessary for Contractor to perform its services; and will give any required decisions
as promptly as practicable so as to avoid unreasonable delay in the progress of Contractor's
services.
9.0 COORDINATION OF SERVICES. Contractor agrees to work closely with City
staff in the performance of Services and shall be available to City's staff, consultants, and other
staff at all reasonable times.
9.1 INDEMNITY. Contractor agrees to indemnify City, its officers, elected officials,
employees and agents against, and will hold and save each of them harmless from, any and all
June 2017
actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations,
errors, omissions or liabilities (herein "claims or liabilities"), including but not limited to
professional negligence, that may be asserted or claimed by any person, firm or entity arising
out of or in connection with the work, operations or activities of Contractor, its agents,
employees, subcontractors, or invitees, provided for herein, or arising from the acts or
omissions of Contractor hereunder, or arising from Contractor's performance of or failure to
perform any term, provision, covenant or condition of this Agreement, except to the extent such
claims or liabilities arise from the gross negligence or willful misconduct of City, its officers,
elected officials, agents or employees.
9.2 INSURANCE. [TO BE COMPLETED BY FINANCE]
10.0 GENERAL TERMS AND CONDITIONS.
10.1 INDEPENDENT CONTRACTOR.
10.1.1 It is understood that in the performance of the services herein
provided for, Contractor shall be, and is, an independent contractor, and is not an agent, officer
or employee of City and shall furnish such services in its own manner and method except as
required by this Contract, or any applicable statute, rule, or regulation. Further, Contractor has
and shall retain the right to exercise full control over the employment, direction, compensation
and discharge of all persons employed by Contractor in the performance of the services
hereunder. City assumes no liability for Contractor's actions and performance, nor assumes
responsibility for taxes, bonds, payments, or other commitments, implied or explicit, by or for
Contractor. Contractor shall be solely responsible for, and shall indemnify, defend and save
City harmless from all matters relating to the payment of its employees, subcontractors and
independent contractors, including compliance with social security, withholding and all other
wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever.
10.1.2 Contractor acknowledges that Contractor and any subcontractors,
agents or employees employed by Contractor shall not, under any circumstances, be
considered employees of the City, and that they shall not be entitled to any of the benefits or
6 June 2017
rights afforded employees of City, including, but not limited to, sick leave, vacation leave,
holiday pay, Public Employees Retirement System benefits, or health, life, dental, long-term
disability or workers' compensation insurance benefits.
10.2 CONTRACTOR NOT AGENT. Except as the City may authorize
in writing, Contractor and its subcontractors shall have no authority, express or implied, to act
on behalf of or bind the City in any capacity whatsoever as agents or otherwise.
10.3 OWNERSHIP OF WORK. All documents and materials furnished by the
City to Contractor shall remain the property of the City and shall be returned to the City upon
termination of this Agreement. All reports, drawings, plans, specifications, computer tapes,
floppy disks and printouts, studies, memoranda, computation sheets, and other documents
prepared by Contractor in furtherance of the work shall be the sole property of City and shall be
delivered to City whenever requested at no additional cost to the City. Contractor shall keep
such documents and materials on file and available for audit by the City for at least three (3)
years after completion or earlier termination of this Contract. Contractor may make duplicate
copies of such materials and documents for its own files or for such other purposes as may be
authorized in writing by the City.
10.4 CORRECTION OF WORK. Contractor shall promptly correct any
defective, inaccurate or incomplete tasks, deliverables, goods, services and other work, without
additional cost to the City. The performance or acceptance of services furnished by Contractor
shall not relieve the Contractor from the obligation to correct subsequently discovered defects,
inaccuracy, or incompleteness.
10.5 RESPONSIBILITY FOR ERRORS. Contractor shall be responsible for its
work and results under this Agreement. Contractor, when requested, shall furnish clarification
and/or explanation as may be required by the City, regarding any services rendered under this
Agreement at no additional cost to City. In the event that an error or omission attributable to
Contractor occurs, then Contractor shall, at no cost to City, provide all necessary design
drawings, estimates and other Contractor professional services necessary to rectify and correct
7 June 2017
the matter to the sole satisfaction of City and to participate in any meeting required with regard
to the correction.
10.6 WAIVER. The City's waiver of any term, condition, breach, or default of
this Contract shall not be considered to be a waiver of any other term, condition, default or
breach, nor of a subsequent breach of the one waived. The delay or failure of either party at any
time to require performance or compliance by the other of any of its obligations or agreements
shall in no way be deemed a waiver of those rights to require such performance or compliance.
No waiver of any provision of this Agreement shall be effective unless in writing and signed by a
duly authorized representative of the party against whom enforcement of a waiver is sought.
10.7 SUCCESSORS. This Contract shall inure to the benefit of, and shall be
binding upon, the parties hereto and their respective heirs, successors, and/or assigns.
10.8 NO ASSIGNMENT. Contractor shall not assignor transfer this Contract
or any rights hereunder without the prior written consent of the City and approval by the City
Attorney, which may be withheld in the City's sole discretion. Any unauthorized assignment or
transfer shall be null and void and shall constitute a material breach by the Contractor of its
obligations under this Contract. No assignment shall release the original parties from their
obligations or otherwise constitute a novation.
10.9 COMPLIANCE WITH LAWS. Contractor shall comply with all Federal,
State, County and City laws, ordinances, rules and regulations, which are, as amended from
time to time, incorporated herein and applicable to the performance hereof, including but without
limitation, the Vernon Living Wage Ordinance. Violation of any law material to performance of
this Contract shall entitle the City to terminate the Contract and otherwise pursue its remedies.
Further, if the Contractor performs any work knowing it to be contrary to such laws, rules, and
regulations Contractor shall be solely responsible for all costs arising therefrom.
10.10 ATTORNEY'S FEES. If any action at law or in equity is brought to
enforce or interpret the terms of this Contract, the prevailing party shall be entitled to reasonable
attorney's fees, costs, and necessary disbursements in addition to any other relief to which such
$ June 2017
party may be entitled.
10.11 INTERPRETATION.
10.11.1 Applicable Law. This Contract shall be deemed a contract
and shall be governed by and construed in accordance with the laws of the State of California.
Contractor agrees that the State and Federal courts which sit in the State of California shall
have exclusive jurisdiction over all controversies and disputes arising hereunder, and submits to
the jurisdiction thereof.
10.11.2 Entire Agreement. This Contract, including any exhibits
attached hereto, constitutes the entire agreement and understanding between the parties
regarding its subject matter and supersedes all prior or contemporaneous negotiations,
representations, understandings, correspondence, documentation, and agreements (written or
oral).
10.11.3 Written Amendment. This Contract may only be changed
by written amendment signed by Contractor and the City Administrator or other authorized
representative of the City, subject to any requisite authorization by the City Council. Any oral
representations or modifications concerning this Contract shall be of no force or effect.
10.11.4 Severability. If any provision in this Contract is held by any
court of competent jurisdiction to be invalid, illegal, void, or unenforceable, such portion shall be
deemed severed from this Contract, and the remaining provisions shall nevertheless
continue in full force and effect as fully as though such invalid, illegal, or unenforceable portion
had never been part of this Contract.
10.11.5 Order of Precedence. In case of conflict between the
terms of this Contract and the terms contained in any document attached as an Exhibit or
otherwise incorporated by reference, the terms of this Contract shall strictly prevail. The terms of
the City's Request for Proposals shall control over the Contractor's Proposal.
10.11.8 Duplicate Originals. There shall be two (2) fully signed
copies of this Contract, each of which shall be deemed an original.
g June 2017
10.11.9 Construction. In the event an ambiguity or question of
intent or interpretation arises with respect to this Agreement, this Agreement shall be construed
as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no
presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of
any of the provisions of this Agreement.
10.12 TIME OF ESSENCE. Time is strictly of the essence of this contract and
each and every covenant, term, and provision hereof.
10.13 AUTHORITY OF CONTRACTOR. The Contractor hereby represents
and warrants to the City that the Contractor has the right, power, legal capacity, and authority to
enter into and perform its obligations under this Contract, and its execution of this Contract has
been duly authorized.
10.14 ARBITRATION OF DISPUTES. Any dispute for under $25,000
arising out of or relating to the negotiation, construction, performance, non-performance,
breach, or any other aspect of this Contract, shall be settled by binding arbitration in accordance
with the Commercial Rules of the American Arbitration Association at Los Angeles, California
and judgment upon the award rendered by the Arbitrators may be entered in any court having
jurisdiction thereof. The City does not waive its right to object to the timeliness or sufficiency of
any claim filed or required to be filed against the City and reserves the right to conduct full
discovery.
10.15 NOTICES. Any notice or demand to be given by one party to the other
must be given in writing and by personal delivery or prepaid first-class, registered or certified
mail, addressed as follows. Notice simply to the City of Vernon or any other City department is
not adequate notice.
If to the City:
City of Vernon
Attention:
4305 Santa Fe Avenue
Vernon, CA 90058
10 June 2017
If to the Contractor:
Any such notice shall be deemed to have been given upon delivery, if personally
delivered, or, if mailed, upon receipt, or upon expiration of three (3) business days from the date
of posting, whichever is earlier. Either party may change the address at which it desires to
receive notice upon giving written notice of such request to the other party.
10.16 NO THIRD PARTY RIGHTS. This Agreement is entered into for the sole
benefit of City and Contractor and no other parties are intended to be direct or incidental
beneficiaries of this Agreement and no third party shall have any right or remedy in, under, or to
this Agreement.
10.17 TERMINATION FOR CONVENIENCE (Without Cause). City may
terminate this Contract in whole or in part at any time, for any cause or without cause, upon
fifteen (15) calendar days' written notice to Contractor. If the Contract is thus terminated by City
for reasons other than Contractor's failure to perform its obligations, City shall pay Contractor a
prorated amount based on the services satisfactorily completed and accepted prior to the
effective date of termination. Such payment shall be Contractor's exclusive remedy for
termination without cause.
10.18 DEFAULT. In the event either party materially defaults in its obligations
hereunder, the other party may declare a default and terminate this Contract by written notice to
the defaulting party. The notice shall specify the basis for the default. The Contract shall
terminate unless such default is cured before the effective date of termination stated in such
notice, which date shall be no sooner than ten (10) days after the date of the notice. In case of
default by Contractor, the City reserves the right to procure the goods or services from other
sources and to hold the Contractor responsible for any excess costs occasioned to the City
thereby. Contractor shall not be held accountable for additional costs incurred due to delay or
default as a result of Force Majeure. Contractor must notify the City immediately upon knowing
11 June 2017
that non-performance or delay will apply to this Contract as a result of Force Majeure. At that
time Contractor is to submit in writing a Recovery Plan for this Contract. If the Recovery Plan is
not acceptable to the City or not received within 10 days of the necessary notification of Force
Majeure default, then the city may cancel this order in its entirety at no cost to the City, owing
only for goods and services completed to that point.
10.19 TERMINATION FOR CAUSE. Termination for cause shall relieve the
terminating party of further liability or responsibility under this Contract, including the payment of
money, except for payment for services satisfactorily and timely performed prior to the service of
the notice of termination, and except for reimbursement of (1) any payments made by the City
for service not subsequently performed in a timely and satisfactory manner, and (2) costs
incurred by the City in obtaining substitute performance. If this Agreement is terminated as
provided herein, City may require, at no additional cost to City, that Contractor provide all
finished or unfinished documents, data, and other information of any kind prepared by
Contractor in connection with the performance of Services under this Agreement. Contractor
shall be required to provide such document and other information within fifteen (15) days of the
request.
10.19.1 Additional Services. In the event this Agreement is terminated in
whole or in part as provided herein, City may procure, upon such terms and in such manner as
it may determine appropriate, services similar to those terminated.
10.20 MAINTENANCE AND INSPECTION OF RECORDS.
The City, or its authorized auditors or representatives, shall have access
to and the right to audit and reproduce any of the Contractor's records to the extent the City
deems necessary to insure it is receiving all money to which it is entitled under the Contract
and/or is paying only the amounts to which Contractor is properly entitled under the Contract or
for other purposes relating to the Contract.
The Contractor shall maintain and preserve all such records for a period
of at least three (3) years after termination of the Contract.
12 June 2017
The Contractor shall maintain all such records in the City of Vernon. If
not, the Contractor shall, upon request, promptly deliver the records to the City of Vernon or
reimburse the City for all reasonable and extra costs incurred in conducting the audit at a
location other than the City of Vernon, including, but not limited to, such additional (out of the
City) expenses for personnel, salaries, private auditors, travel, lodging, meals, and overhead.
10.21 CONFLICT. Contractor hereby represents, warrants, and certifies that no
member, officer, or employee of the Contractor is a director, officer, or employee of the City of
Vernon, or a member of any of its boards, commissions, or committees, except to the extent
permitted by law.
10.22 HEADINGS. Paragraphs and subparagraph headings contained in this
Agreement are included solely for convenience and are not intended to modify, explain or to be
a full or accurate description of the content thereof and shall not in any way affect the meaning
or interpretation of this Agreement.
10.23 ENFORCEMENT OF WAGE AND HOUR LAWS. Eight hours labor
constitutes a legal day's work. The Contractor, or subcontractor, if any, shall forfeit twenty-five
dollars ($25) for each worker employed in the execution of this Agreement by the respective
Contractor or subcontractor for each calendar day during which the 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 Sections 1810 through 1815 of the California Labor Code
as a penalty paid to the City; provided, however, work performed by employees of contractors in
excess of 8 hours per day, and 40 hours during any one week, shall be permitted upon
compensation for all hours worked in excess of 8 hours per day at not less than 1Y2 times the
basic rate of pay.
10.24 LIVING WAGES [AND PREVAILING WAGES WHERE APPLICABLEI.
IF PREVAILING WAGES DOES NOT APPLY MAKE SURE TO REMOVE HIGHLIGHTED
LANGUAGE BELOW PRIOR TO SUBMITTING FOR APPROVAL. Contractor, and any
Subcontractor(s), shall comply with the City's Living Wage Ordinance. The current Living Wage
13 June 2017
Standards are set forth in Exhibit "D". Upon the City's request, certified payroll records shall
promptly be provided to the City. [FOR PUBLIC WORKS AND RELATED CONTRACTS THE
FOLLOWING PROVISIONS MUST BE ADDED] The provisions of California Labor Code 1770,
et seq., regarding the payment of prevailing wages on public works, and related regulations,
apply to all City contracts. In addition, the selected consultant and/or any subcontractor must be
currently registered and qualified (including payment of any required fee) with the State
Department of Industrial Relations pursuant to Labor Code section 1725.5. This project is
subject to compliance monitoring and enforcement by the State Department of Industrial
Relations. If Living Wage Provisions and Prevailing Wage provisions should both apply to this
Contract, Contractor and all of its Subcontractors shall pay the higher of the applicable wages to
the extent required by law.
10.25 EQUAL EMPLOYMENT OPPORTUNITY PRACTICES. Contractor
certifies and represents that, during the performance of this Contract, it and any other parties
with whom it may subcontract shall adhere to equal employment opportunity practices to assure
that applicants, employees and recipients of service are treated equally and are not
discriminated against because of their race, religion, color, national origin, ancestry, disability,
sex, age, medical condition, sexual orientation or marital status. Contractor further certifies that
it will not maintain any segregated facilities. Contractor further agrees to comply with The Equal
Employment Opportunity Practices provisions as set forth in Exhibit "E".
[Signatures Begin on Next Page].
14 June 2017
IN WITNESS WHEREOF, the Parties have signed this Agreement as of the
Commencement Date stated on the cover page.
City of Vernon, a California charter City
and California municipal corporation
By:
[Insert Name and Title]
ATTEST:
Maria E. Ayala, City Clerk
APPROVED AS TO FORM:
Hema Patel, City Attorney
[CONTRACTOR'S NAME, a [State
incorporated in] corporation
By:
Name:
Title:
By:
Name:
Title:
15
June 2017
EXHIBIT A
REQUEST FOR PROPOSALS
16 June 2017
EXHIBIT B
PROPOSAL
17 June 2017
EXHIBIT C
SCHEDULE
18 June 2017
EXHIBIT D
LIVING WAGE PROVISIONS
Minimum Living Wages:
A requirement that Employers pay qualifying employees a wage of no less than $10.30 per hour
with health benefits, or $11.55 per hour without health benefits.
Paid and Unpaid Days Off:
Employers provide qualifying employees at least twelve compensated days off per year for sick
leave, vacation, or personal necessity, and an additional ten days a year of uncompensated
time for sick leave.
No Retaliation:
A prohibition on employer retaliation against employees complaining to the City with regard to
the employer's compliance with the living wage ordinance. Employees may bring an action in
Superior Court against an employer for back pay, treble damages for willful violations, and
attorney's fees, or to compel City officials to terminate the service contract of violating
employers.
19 June 2017
EXHIBIT E
EQUAL EMPLOYMENT OPPORTUNITY
PRACTICES PROVISIONS
A. Contractor certifies and represents that, during the performance of this Agreement, the
contractor and each subcontractor shall adhere to equal opportunity employment practices
to assure that applicants and employees are treated equally and are not discriminated
against because of their race, religious creed, color, national origin, ancestry, handicap,
sex, or age. Contractor further certifies that it will not maintain any segregated facilities.
B. Contractor agrees that it shall, in all solicitations or advertisements for applicants for
employment placed by or on behalf of Contractor, state that it is an "Equal Opportunity
Employer" or that all qualified applicants will receive consideration for employment without
regard to their race, religious creed, color, national origin, ancestry, handicap, sex or age.
C. Contractor agrees that it shall, if requested to do so by the City, certify that it has not, in the
performance of this Agreement, discriminated against applicants or employees because of
their membership in a protected class.
D. Contractor agrees to provide the City with access to, and, if requested to do so by City,
through its awarding authority, provide copies of all of its records pertaining or relating to its
employment practices, except to the extent such records or portions of such records are
confidential or privileged under state or federal law.
E. Nothing contained in this Agreement shall be construed in any manner as to require or
permit any act which is prohibited by law.
20 June 2017
EXHIBIT 0
MASTER ENCROACHMENT AGREEMENT NO. _
MASTER ENCROACHMENT AGREEMENT BY AND BETWEEN THE CITY OF
VERNON AND FOR THE CONSTRUCTION, INSTALLATION,
MAINTENANCE, AND OPERATION OF TELECOMMUNICATIONS NETWORK
FACILITIES WITHIN THE PUBLIC RIGHT-OF-WAY
This Master Encroachment Agreement for the Construction, Installation, Maintenance and
Operation of Telecommunications Network Facilities Within the Public Right -of -Way
("Agreement") is entered into effective as of [insert date] ("Effective Date") between the CITY
OF VERNON, a California chartered City and municipal corporation of the State of California
(the "City") and , a [INSERT STATE OF INCORPORATION OR
ORGANIZATION] [INSERT CORPORATE FORM] ("Permittee" and together with City, the
"Parties" and each, a "Party").
NOW THEREFORE, the Parties do hereby agree to the following terms and conditions:
RECITALS
WHEREAS, Permittee is a [INSERT CORPORATE FORM AS NOTED ABOVE], duly
organized and existing under the laws of the State of [insert state] and authorized by the Public
Utilities Commission of the State of California ("PUC") under its Certificate of Public
Convenience and Necessity (No. ) ("CPCN") to provide resold and full facilities -based
local exchange telecommunications services; and
WHEREAS, Permittee seeks the City's permission to construct, install, and maintain a
comprehensive network of Telecommunications Network Facilities (as defined herein) within the
City's Public Right -of -Way (as defined herein) within the City, which work is within the scope of
Permittee's CPCN.
WHEREAS, City has the authority to regulate the terms and conditions for the use of the
Public Right -of -Way for the construction, installation, maintenance, and operation of
Telecommunications Network Facilities by telecommunications and video service providers
through the issuance of Permits (as defined herein) and the authority to impose permit and other
fees on Permittee in connection with its placement of Telecommunications Network Facilities in
the Public Right -of -Way.
WHEREAS, the purpose of this Agreement is to provide the general framework within
which Permittee will apply for necessary Permits and install, move, and/or remove
Telecommunications Network Facilities within the Public Right -of -Way within the corporate
limits of the City.
WHEREAS, Permittee has already obtained encroachment permits from the City to
perform Work installing its Telecommunications Network Facilities in, among other places, the
Public Right -of -Way — namely, Permit Nos. (the "Prior Permits"). Work under all of
the Prior Permits has been completed. To the extent such Work was done within the City's Public
Page 1 of 17
Right -of -Way, the Parties intend for this Agreement to apply retroactively to such Work to the
greatest extent possible.
WHEREAS, Permittee has further obtained more encroachment permits from the City to
perform Work installing its Facilities in, among other places, the Public Right -of -Way — namely,
Permit Nos. (the "Pending Permits"). Work under all of the Pending Permits has
not yet been completed and has been voluntarily halted until the Agreement has been fully
executed.
WHEREAS, Permittee has not submitted a detailed master plan to the City, showing
comprehensively and in detail all of the locations in the City where it intends to install its Facilities.
NOW, THEREFORE, in consideration of the recitals and the mutual promises contained
herein, the Parties agree as follows:
DEFINITIONS
City — Means the City of Vernon, a California chartered City and municipal corporation of
the State of California, and includes the duly elected or appointed officers, agents, employees, and
volunteers of the City of Vernon, individually or collectively.
Telecommunications Network Facilities or Facilities — Means, without limitation,
antennas, fiber optic cables, wires, lines, conduits, converters, splice boxes, cabinets, handholes,
manholes, vaults, equipment or facilities, drains, surface location markers, waveguides, poles,
towers, conductors, ducts, conduits, vaults, amplifiers, appliances, pedestals, or other associated
conductors, converters, and related hardware, appurtenances, and related facilities to be used by
Permittee to provide service or to be located by Permittee in any Public Right -of -Way of the City
and used or be useful for the transmission of Telecommunications Services — all as described in
more detail in any and all Permits.
Laws — Means any order, certificate, judicial decision, statute, constitution, ordinance,
resolution, rule, tariff, administrative order, or other requirement of any municipality, county, state,
federal, or other agency having joint or several jurisdiction over the parties to this Agreement, in
effect either at the time of execution of this Agreement or at any time during the location of the
Facilities in the Public Right -of -Way including, without limitation, any regulation or order of an
official entity or body. A reference to "Laws" shall include, without limitation, any lawful
provision of the Vernon Municipal Code ("VMC") or any other City ordinance, resolution or
regulation.
Encroachment Code — Means the Code of the City of Vernon, Chapter 22,
Article VI (Encroachments), Sec. 22.28 et seq., as may be amended from time to time.
Permit — Means an individual encroachment permit, in substantially the same form as
attached hereto as Exhibit A, obtained by Permittee from the City pursuant to an application filed
in accordance with the requirements of the Encroachment Code. The term includes Prior Permits
and Pending Permits as defined in the Recitals to this Agreement. The term does not include
Page 2 of 17
permits, agreements or other authorizations required to occupy City Property.
Permittee — Means the Permittee named in the Preamble and its lawful successors or
permitted assigns.
Public Right -of -Way — Means the surface, the air space above the surface, and the area
below the surface of the public streets, roads, sidewalks, lanes, courts, ways, alleys, boulevards,
and similar places as the same now or may thereafter exist that are owned or controlled by the
City, are dedicated to the use of the general public for street purposes, and are under the jurisdiction
of the City. This term shall not include any property owned by any person or agency other than
the City, except as provided by applicable Laws or pursuant to an agreement between the City and
any person. This term shall not include any City Property.
City Property — Means any City -owned buildings, land or other property located outside
of the Public Right -of -Way, and any City -owned infrastructure located within the Public Right -
of -Way, including, without limitation utility poles, traffic light poles, wires, fiber-optic strands,
conduit and street light poles.
Telecommunications Services — Means services that Permittee is authorized to offer
and/or provide through the Telecommunications Network Facilities pursuant to its CPCN and PUC
decisions pertaining to telecommunications.
Video Services — Means services provided pursuant to any applicable California Video
Franchise Certificate issued by the PUC pursuant to the Digital Infrastructure and Video
Competition Act and PUC decisions pertaining to video services, and in compliance with Chapter
15 of the VMC.
1. Limitations and Restrictions of Permit.
1.1 Subject to the provisions of this Agreement and all applicable Laws, City hereby
allows Permittee and its employees, contractors, subcontractors, agents, representatives and
permitted assigns to encroach upon City's Public Right -of -Way for the purpose of construction,
installation, maintenance, location, movement, operation, placement, protection, reconstruction,
reinstallation, relocation, removal, repair and replacement of the Telecommunications Network
Facilities as described and shown in any applicable Permit, which by this reference is
incorporated herein (the "Work"). Permittee hereby certifies that the descriptions and drawings
submitted to the City to obtain any and all Permits are true, complete and accurate. This
permission granted under this Agreement is not a permission to do any Work except as described
in applicable Permits and is subject to the terms and conditions set forth in the Encroachment
Code including but not limited to the requirement for prior review and approval of the City of
each Permit, and the acceptance hereof shall evidence Permittee's agreement to all terms and
conditions of said Encroachment Code and the additional conditions contained herein. In the
event of a contradiction, conflict or inconsistency between the terms of the Agreement and any
Permit, the terms of the Permit shall govern the Work to be performed under such Permit.
1.2 Permittee provides Telecommunications Services in California. If Permittee is
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authorized by the PUC to provide additional and/or alternative services, including but not
limited to Video Services, and intends to offer such services to customers within the corporate
limits of the City, Permittee shall give City as much advance written notice as practicable, up
to and including three (3) months' prior notice, of its intent to change the service provided by
way of the Telecommunications Network Facilities installed under this Agreement, and comply
with the City's lawful requirements, including but not limited to Chapter 15 of the VMC.
Permittee acknowledges that any expansion or changes in the regulatory authority over such
services may, if mandated by law, require Permittee to enter into a new Agreement consistent
with the requirements of a City ordinance regulating such services or the expansion or change
in services, if such service changes fall under the lawful regulation, jurisdiction, and authority
of City in accordance with Laws.
1.3 Permittee shall not commence any Work until Permittee has first obtained a
permit ("Permit") to do so. Before Permittee shall be allowed to continue Work under the
Pending Permits or be issued any new Permits, Permittee must submit: (i) a comprehensive
master plan ("Master Plan") showing at a minimum the location and specific details (i.e.,
underground depth, above -ground height, etc.) of all Facilities presently installed within the
City's limits and presently intended to be installed over the five-year period from the Effective
Date; (ii) the appropriate documentation issued by the PUC, where applicable, showing that the
intended Work under the specific Permit (or Pending Permit) is exempt from review under the
California Environmental Quality Act ("CEQA"); and (iii) the Bond (as defined in Section 8).
Within thirty (30) days of the end of each calendar year of the Term, Permittee shall provide an
updated Master Plan, showing, to the extent applicable, any change to the Master Plan submitted
in the prior calendar year. Permit applications and accompanying fees must be submitted and
paid, respectively, in accordance with the provisions of City's policies, procedures, and rules.
1.4 Permittee is hereby given notice of existing state law, Sec. 4215 et seq., Chapter
3.1, Division 5, Title 1 of the Government Code, as amended by A.B. 73, effective January 1,
1990, which requires owners of underground facilities to join a regional notification center, e.g.
Underground Service Alert ("USA"), which requires contractors to contact such a regional
notification center prior to excavation; requires facility owners to mark their underground
facilities when notified; and sets civil penalties for failure to comply therewith. Prior to
construction, Permittee shall contact USA to verify the location of existing underground
facilities.
1.5 Except as permitted by applicable Laws or this Agreement, in the performance
and exercise of its rights and obligations under this Agreement, Permittee shall not interfere in
any manner with the existence and operation of any and all public and private rights -of -way,
sanitary sewers, water mains, storm drains, gas mains, poles, overhead and underground electric
and telephone wires, streetlamps, traffic signals, cable television, and other telecommunications,
utility, and municipal property without the approval of the owner(s) of the affected property or
properties. In addition, and notwithstanding the foregoing, Permittee may not, without prior
approval from the City, install any Facilities underneath any City sidewalk that runs parallel to
a curb.
1.6 This Agreement is not a grant by the City of any property interest but is made
subject and subordinate to the prior and continuing right of the City to use all the Public Right -
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of -Way in the performance of its duties, including, but not limited to, public use as a street and
for the purpose of laying, installing, maintaining, repairing, protecting, replacing, and removing
sanitary sewers, water mains, storm drains, gas mains, poles, overhead and underground electric
and telephone wires, streetlamps, traffic signals, cable television, and other utility and municipal
uses together with appurtenances thereof and with right of ingress and egress, along, over,
across, and in said Public Right -of -Way. The preceding sentence shall not be construed to give
City the right to damage or destroy Permittee's Telecommunications Network Facilities.
1.7 This Agreement is made subject to all easements, restrictions, conditions,
covenants, encumbrances, and claims of title which may affect the Public Right -of -Way which
are recorded in the public record or of which City notifies Permittee in writing on or before the
date of this Agreement, and it is understood that Permittee, at its own cost and expense, shall
obtain such permission as may be necessary and consistent with any other existing rights.
Notwithstanding the foregoing, no reference herein to a "Public Right -of -Way" shall be
deemed to be a representation or guarantee by City that its interest or other rights to control the
use of such property is sufficient to permit its use for such purposes, and Permittee shall be
deemed to gain only those rights to use as are properly in City and as City may have the
undisputed right and power to give.
1.8 The construction, installation, operation, maintenance, and removal of said
Telecommunications Network Facilities shall be accomplished without cost or expense to City
subject to reasonable approval of City in such a manner as not to endanger personnel or property,
or unreasonably obstruct travel on any road, walk, or other access thereon within said Public
Right -of -Way.
1.9 Term and Extension. The term of this Agreement shall commence as of the
Effective Date, and shall continue until the earlier of (a) ten (10) years (the "Term") or (b) such
time as the Agreement is terminated by either Party pursuant to the termination procedures set
forth below in Section 7 of this Agreement. Not less than thirty (30) days prior to the expiration
of the Term (unless earlier terminated pursuant to Section 7), either Party may provide written
notice seeking to re -negotiate any provision of this Agreement or provide written notice to the
other Party of non -renewal of the Agreement. If the Parties are re -negotiating the Agreement in
good faith but cannot come to agreement prior to expiration of the Term, the Agreement shall
expire on its own terms unless the Parties agree in writing to extend the Agreement as currently
executed for an additional maximum period of one hundred eighty (180) days (the "Status Quo
Extended Term"). If negotiations are not concluded and the Parties do not come to terms on a
new agreement by the expiration of the Status Quo Extended Term, the Agreement shall expire
and be terminated by its own terms. If the Parties come to terms on a new agreement prior to
expiration of the Status Quo Extended Term, but the City is unable to obtain City Council
approval prior to such expiration, the Status Quo Extended Term shall be extended to the date
of City Council action on the new agreement, after which date, if City Council has approved the
new agreement, it shall become effective. If neither Party provides written notice seeking to re-
negotiate the Agreement or seeking non -renewal prior to the expiration of the Term pursuant to
the terms of this Section 1.9, the Term of the Agreement shall automatically be extended for one
additional period of five (5) years, and all other provisions of this Agreement shall remain intact.
Page 5 of 17
2. No Interests in City Property or Public Right -of -Way.
2.1 No Right, Title or Interest. The permission granted hereunder shall not in any
event constitute an easement on or an encumbrance against City Property or against the Public
Right -of -Way. No right, title or interest (including franchise interest) in the Public Right -of -
Way, or any part thereof, shall vest or accrue in Permittee by reason of this Agreement or the
issuance of any Permit or exercise of any privilege given thereby.
2.2 Possessory Interest. The Parties agree that no possessory interest is created by this
Agreement. However, to the extent that a possessory interest is deemed created by a
governmental entity with taxation authority, Permittee acknowledges that City has given to
Permittee notice pursuant to California Revenue and Taxation Code Section 107.6 that the use
or occupancy of any public property pursuant to this Agreement may create a possessory interest
which may be subject to the payment of property taxes levied upon such interest. Permittee shall
be solely liable for, and shall pay and discharge prior to delinquency, any and all possessory
interact taxes or other taxes levied against Permittee's right to possession, occupancy, or use of
any public property pursuant to any right of possession, occupancy, or use created by this
Agreement.
3. Compliance with All Laws. Permittee shall comply with all applicable federal, state and
local laws at all times including but not limited to those issued by City and including but not
limited to the Utility Users' Tax Ordinance of the City of Vernon, Chapter 5, Article VIII of the
VMC. No repair or construction shall be performed except in accordance with the provisions of
the Code pertaining to encroachments to the extent they are not in conflict with any paramount
authority of the State or Federal Government.
4. Reservation of Rights.
The City's agreement hereto is not a waiver of and is without prejudice to any right City
may have under law to regulate, tax or impose fees or charges on Permittee (including, but not
limited to fees or charges for attaching Facilities to City Property — whether such is in the Public
Right -of -Way or not — and using City -generated power) or any right Permittee may have under
the law to provide services through the Telecommunications Network Facilities pursuant to state
or federal laws, rules or regulations, including but not limited to Public Utilities Code sections
7901 and 7901.1, Government Code section 65964.1 and section 253(c) of the
Telecommunications Act of 1996. Permittee shall be subject to any taxes, fees or charges that
the City lawfully imposes on the Telecommunications Network Facilities and
Telecommunications Services in the future. Nothing herein shall affect in any way City's power
or right to impose or collect any tax or fee on users or providers of the services to be provided
by Permittee. Nothing herein is intended to impose regulations or conditions on Permittee that
City is preempted from imposing by state or federal laws.
5. Work Standards; Repairs.
5.1 The Work shall be done in a good and skillful manner, subject to the supervision
and reasonable satisfaction of City. Permittee's representative shall be physically present at any
Page 6 of 17
construction site at all times that construction or excavation is being conducted under this
Agreement. Permittee's Work shall comply with all standards imposed by City law and be
conducted with the least possible hindrance or interference to the Public Right -of -Way and City
Property.
5.2 Permittee shall be responsible for any damage to City street pavements, existing
utilities, curbs, gutters, sidewalks or to any private property or improvements, including but not
limited to subsidence, cracking, erosion, collapse, weakening, or loss of lateral support, to the
extent attributable to its installation, maintenance, repair or removal of its Telecommunications
Network Facilities in Public Right -of -Way and shall repair, replace and restore in kind any such
damaged facilities at its sole expense and to the satisfaction of City.
5.3 If Public Right -of -Way to be used by Permittee has preexisting installation(s)
placed in said Right -of -Way, Permittee shall assume the responsibility to verify the location of
the preexisting installation and notify City and any third party of Permittee's proposed
installation. The cost of any work required of such third parry or City to provide adequate space
or required clearance to accommodate Permittee's installation shall be borne solely by
Permittee.
5.4 Permittee shall be responsible for ensuring that the Work of employees,
contractors, subcontractors, agents, representatives and permitted assigns is performed
consistent with this Agreement and applicable Laws, and shall be responsible for all acts or
omissions of such third parties including responsibility for promptly correcting acts or
omissions. Permittee shall implement a quality control program to ensure that the Work is
properly performed. This section is not meant to alter tort liability of Permittee to third parties.
6. Removal, Relocation and Abandonment.
6.1 Subject to the provisions of this Section 6, Permittee shall at its sole expense and
without cost or expense to City, properly remove, relocate and/or abandon (in accordance with
Section 6.6) any or all of the Telecommunications Network Facilities installed, used, and
maintained under this Agreement if and when such Facilities may be deemed by City to be
detrimental to the public health, safety, or welfare; are in conflict vertically and/or horizontally
with any proposed City installation; interfere with any City construction project; or must be
removed, relocated and/or abandoned due to any abandonment, change of grade, alignment or
width of any street, sidewalk or other public facility by the City or other public agency, including
the construction, maintenance, or operation of any other City underground or aboveground
facilities including but not limited to any sewer, storm drain, conduits, streetlamps, traffic signals,
gas, water, electric or other utility system, or pipes owned by City or any other public agency;
provided, however, that Permittee shall not be required to bear the expense of a removal,
relocation or abandonment requested under this Section 6.1 on behalf of, or for the benefit of,
any private party unaffiliated with either Party.
6.2 If Permittee is required to remove, relocate or abandon (in accordance with Section
6.6) its Facilities pursuant to Section 6.1, City shall reasonably cooperate with Permittee to
determine a mutually acceptable location on Public Right -of -Way where Permittee may relocate
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said Facilities. In the event Permittee relocates the Facilities to a new location as set forth in this
Section 6.2, the terms of this Agreement will apply to the Work at the relocated Facilities unless
the Parties agree otherwise. Permittee will be required to apply for a new Permit to conduct Work
to relocate and re -install Facilities in the new location, the approval of which Permit shall not be
unreasonably withheld. If the removal or relocation is caused by the City, then any Permit fees
associated with such application shall be waived.
6.3 If Permittee is required to remove, relocate or abandon its Facilities pursuant to
Section 6.1, such removal, relocation or abandonment (in accordance with Section 6.6) shall be
completed within ninety (90) days of written notice delivered by City unless exigencies dictate
a shorter period for removal, relocation and/or abandonment, and such shorter period is stated in
the written request (the "RRA Notice Period"). The RRA Notice Period shall be no less than
thirty (30) days, subject to permitting and agency approvals.
6.4 If removal or relocation cannot reasonably be accomplished within the RRA
Notice Period or the Parties agree in writing to a period longer than the RRA Notice Period, then
Permittee shall commence such removal or relocation within the RRA Notice Period and
thereafter continue the same diligently until completion thereof.
6.5 If Permittee has not complied with such written request for removal, relocation or
abandonment within the RRA Notice Period or executed a written agreement to extend the RRA
Notice Period within the RRA Notice Period, then, on the first business day immediately
following the last day of the RRA Notice Period, City may cause the removal, relocation or
abandoning work to be done at Permittee's sole cost and expense and, in the case of relocation,
may use its sole discretion to determine a new location for the Facilities. Under such
circumstances, City shall only be obligated to perform such work in a manner consistent with
the standard practices of City in performing street work and construction. City shall not be
obligated to repair or replace any materials or improvements in a form or manner consistent with
any applicable Permit or any plans and specifications submitted by Permittee, and City shall not
be responsible for any damages whatsoever to Permittee as a result of City performing such
work, unless City performs such work in a grossly negligent or reckless manner.
6.6 If any portions of the Facilities covered under this Agreement are no longer used
by Permittee, or are abandoned for a period in excess of one (1) year, Permittee shall notify City
and shall either promptly vacate and remove the Facilities at its own expense or, with City's
permission, may abandon some or all the Facilities in place. After such removal or abandonment,
Permittee shall have no further obligations to the City and no further rights to the Facilities.
Under such circumstances, Permittee shall cooperate in good faith to execute any documents
necessary to convey title to the Facilities to the City.
6.7 In the event Permittee removes, relocates or abandons its Facilities or any portion
thereof, it shall be so completed consistent with all requirements of the Vernon Municipal Code
as it may be amended from time to time, including but not limited to Encroachment Code
sections 22.37-2 and 22.77. Should Permittee remove the Facilities from the Public Right -of -
Way, Permittee shall, within ten (10) days after such removal, give notice thereof to City
Page 8 of 17
specifying the Public Right -of -Way affected and the location thereof as well as the date of
removal. Before proceeding with removal or relocation work, Permittee shall obtain a Permit
from the City.
7. Termination, Default and Remedies.
7.1 Permittee may terminate any and all Permits at any time for cause or for no cause
at all, and the City may terminate any and all Permits for cause only, by delivering thirty (30)
days' written notice of said termination to the other Party. Such termination by Permittee shall
not relieve it of any obligation to the City regarding any existing breach of any Permit or this
Agreement.
7.2 Within ninety (90) days after termination pursuant to Sections 7.1 or 7.4,
Permittee shall remove its Facilities from the Public Right -of -Way and repair and restore such
Right -of -Way to ameliorate all effects caused by such removal, except that Permittee shall not
be responsible for damage resulting from normal wear and tear, acts of God, and natural
disasters. Notwithstanding such termination, Permittee's obligations under the following
sections of this Agreement shall survive the termination of this Agreement: Sections 3, 5.3, 6.7,
and 7.8.
7.3 In the event that Permittee fails to use the Public Right -of -Way under this
Agreement and any Permit for a consecutive period of six (6) months from the Effective Date,
regardless of whether such Facilities have been installed, the City may notify Permittee in
writing of its intent to terminate the Agreement and any Permit due to abandonment. If Permittee
does not respond to said notice within thirty (30) days of delivery, the City shall have the right,
at its sole discretion, to declare this Agreement and any Permit terminated by abandonment.
7.4 In the event Permittee defaults, or fails to keep, fulfill or perform any of the terms
or conditions of this Agreement or any Permit and fails to remedy such default within forty five
(45) days after delivery of written notice from the City of such default or failure, or, if such cure
cannot reasonably be completed within said forty five (45) days, Permittee fails to commence
such cure and thereafter diligently continue to cure the default until completion thereof, the City
may provide written notice of termination of this Agreement and any and all Permits. Upon
such termination, this Agreement and any and all Permits shall be cancelled, and all of the rights
and privileges of Permittee under the Agreement and any Permit shall be deemed surrendered.
7.5 Notwithstanding the notice and cure periods set forth in Sections 6.3, 6.6, 7.3 and
7.4, in the event that the City finds that the Telecommunications Network System poses an
imminent threat to the public health, welfare and safety, the City shall so notify Permittee in
writing and may, without providing Permittee an opportunity to cure, take immediate steps to
mitigate the threat, including but not limited to removal and relocation of the Facilities, the
reasonable and documented cost of such work to be borne solely by Permittee. The Parties agree
to attempt in good faith to work cooperatively with one another to neutralize and mitigate any
threat to public health, welfare and safety caused by or exacerbated by the Facilities.
7.6 Failure on the part of any Party to comply with the terms and conditions of this
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Agreement, including but without limitation Permittee's representation that the CPCN is valid
and has not been terminated, revoked or abandoned, and the Work and operation of the Facilities
is within the scope of the CPCN, shall constitute a default and material breach of this
Agreement. Each Party shall be entitled to exercise all rights and remedies in the event of a
breach, including, in the case of a default and material breach by Permittee, the City's right, at
its sole discretion, to withhold issuance of any new Permits and/or commence administrative
enforcement proceedings against Permittee pursuant to Chapter 1 of the VMC.
7.7 Upon termination for any reason, the City may require Permittee to remove the
Facilities and restore the Public Right -of -Way and City Property according to the requirements
of the Permit and the Code. Under such circumstances, sections 6.5 and 6.7 shall apply. If,
within ninety (90) days of termination, the Permittee does not remove the Facilities pursuant to
section 7.2, the Facilities shall be deemed conveyed to the City and Permittee shall have no
further obligation to remove, relocate, or maintain the Facilities and no further right to control
or use the Facilities. Upon the Facilities being deemed so conveyed to the City, Permittee shall
take all necessary steps, including but not limited to executing any necessary documents, to
transfer ownership of the Facilities to the City.
7.8 Upon expiration or termination for any reason, Permittee shall remain liable for
any amount due under the Agreement, which obligation to pay shall survive any termination of
this Agreement. Anything herein to the contrary notwithstanding, the provisions of the
Agreement relating to indemnification and any other provisions which by their nature should
survive termination or expiration of this Agreement, shall so survive.
8. Performance Bond.
8.1 Prior to issuance of the first Permit after the Effective Date, Permittee shall file
with and shall thereafter at all times during the remaining term of this Agreement and any and
all Permits keep on file with the City a performance bond, in a form that shall be reasonably
approved by the City and under any and all circumstances in compliance with California Code
of Civil Procedure Section 995.660(a), as it may be amended from time to time, naming the City
as obligee in an amount equal to approximately one hundred percent (100%) of the total cost of
removal of the Facilities, including but not limited to those Facilities already installed under the
Prior Permits and the Pending Permits (as reasonably approved by the City and as may be
increased or decreased from time to time with approval of the City, the "Bond"), to guarantee
and assure the faithful performance of Permittee's obligations under this Agreement. Within
thirty (30) days of the end of each calendar year of the Term, Permittee shall, after consultation
with City, increase the amount of the Bond by approximately one hundred percent (100%) of
the total cost of removal of any added Facilities during the prior calendar year. The City shall
have the right to draw against the Bond, only in the event of a default by Permittee that results
in an unauthorized abandonment of the Facilities; provided that Permittee is first given written
notice of any intent to draw against the Bond and an opportunity to cure, and only to the extent
of the actual cost of removal of any Facilities that are abandoned by Permittee without the City's
permission or otherwise not in accordance with Sections 6.5 and 6.6. Upon such withdrawal
from the Bond, the City shall provide notice to Permittee of the amount withdrawn and the date
thereof. Thirty (30) days after the City's delivery of notice of the Bond withdrawal authorized
herein, Permittee shall deposit such further bond, or other security, as the City may require,
Page 10 of 17
which is sufficient to meet the requirements of this Agreement. Any portion of the Bond that is
not drawn upon by the City as reimbursement for actual costs of removal of the Facilities shall
be released and refunded to Permittee upon written notice by the City to the surety and Permittee.
8.2 The Bond shall be accompanied by a power of attorney from the surety company
authorizing the person executing the Bond to sign on behalf of the Permittee. If the Bond is
executed outside the State of California, all copies of the Bond must be countersigned by a
California representative of the surety. The signature of the Permittee's representative executing
the Bond shall be acknowledged by a Notary Public as the signature of the person designated in
the power of attorney.
9. Hold Harmless and Indemnification.
9.1 Permittee, for itself, its agents, contractors and employees, shall defend,
indemnify and hold harmless the City, its duly elected and appointed officers, agents,
employees, and representatives from and against any and all suits and causes of action, claims,
charges, damages, demands, judgments, fines, costs and expenses including without limitation
reasonable attorneys' fees, and penalties or losses of any kind or nature whatsoever, arising out
of this Agreement and any Permit, except to the extent arising from the City's or its officers',
agents', employees' or representatives' negligence, willful misconduct or criminal act.
9.2 This indemnification shall include without limitation: (1) claims for injury to or
death of any person; (2) property damage; (3) performance or failure to perform the obligations
under this Agreement and any Permit by Permittee, or its contractors, subcontractors, agents,
employees, or other persons acting on Permittee's behalf, (4) the design, placement,
maintenance, repair, or condition of the Facilities; (5) all claims, demands, damage, causes of
action, proceedings, loss, liability, costs and expenses (including reasonable attorneys' fees) of
any kind alleging injury to or death of persons or damage to public or private property including
environmental damage that arises from or is directly attributable to, the Facilities or any release,
remediation, and/or clean-up costs caused by any release of hazardous materials or contaminants
from the Facilities during operations and/or after abandonment; and (6) all other claims of any
nature whatsoever which may arise directly or indirectly from the Work, except and to the extent
caused by the City's sole negligence, willful misconduct or criminal acts.
9.3 In the event that the City or any of its duly elected or appointed officers, agents,
employees or representatives shall be made a party to any action due to Permittee's violation of
this Agreement or any Permit or any federal, state or local laws including but not limited to
Section 4 of this Agreement, Permittee shall indemnify, defend (with legal counsel acceptable
to City) and hold the City harmless from any and all such claims.
9.4 Permittee, for itself and its successors and assigns, hereby waives all claims and
causes of action, whether now existing or hereafter arising, against the City or its duly elected
or appointed officers, agents, or employees, for damages, physical or otherwise, to any of the
Facilities covered by this Agreement from any cause whatsoever.
Page 11 of 17
9.5 The provisions of this Section 9 shall apply regardless of whether the City
prepared, supplied, or approved plans or specifications or inspected any of the Work or
improvements installed and constructed pursuant to this Agreement and any Permit.
10. Limits of City Liability.
10.1 In no event shall the City be liable under any theory to Permittee for any damage
to the Facilities caused by any excavation or work performed by any other persons or by City at
or near the location of the Facilities. Neither Party shall be liable, under any theory, to the other
Party, for any indirect, special punitive or consequential damages including, but not limited to,
any claim for loss of services, lost revenue or profits or third -party damages.
10.2 Nothing in this Agreement shall be deemed to make the City or any officer or
employee of the City responsible or liable to Permittee or any other person by reason of the
City's approval of plans for the Work or by reason of any inspections of the Facilities conducted
by the City, except and to the extent caused by the City's negligence, willful misconduct or
criminal acts.
11. Insurance.
11.1 Permittee shall assume all responsibility for damages to property or injuries to
persons, including accidental death, which may arise from or be caused by Permittee's
performance under this Agreement and any Permit, or by anyone Permittee has directly or
indirectly employed, and whether such damage or injury shall accrue or be discovered before or
after termination of this Agreement and Permit except and to the extent caused by the City's
negligence, willful misconduct or criminal acts.
11.2 Prior to the issuance of any Permit, Permittee shall be required to secure and keep
in full force and effect at all times during the term of this Agreement and any Permit, a policy or
policies of commercial general liability, automobile liability insurance and such other insurance
as the City may from time to time require, written by a company or companies authorized to do
business within the State of California and approved by the City, which reasonable approval may
not be withheld. Said policies shall name the City of Vernon, its duly elected or appointed
officers, agents, and employees as additional insureds, under the policies in the following
amounts which may be adjusted from time to time to reflect changes of circumstances and the
rate of inflation:
(a) Commercial General Liability Insurance in an amount of Two Million
Dollars ($2,000,000) per occurrence combined single limit covering bodily injuries, including
accidental death, to any one or more persons and property damage and
(b) Automobile Liability Insurance endorsed for all owned and non -owned
vehicles with a combined single limit of at least Two Million Dollars ($2,000,000) per
occurrence for personal injuries, including accidental death, to any one or more persons; and for
property damage.
Page 12 of 17
11.3 Claims made policies are not acceptable. When an umbrella or excess coverage is
in effect, it must follow the form of or at least be as broad as the underlying coverage.
11.4 All policies shall contain a "Severability of Interest" clause and a "Primary
Coverage" clause for any loss arising from or caused in whole by Permittee's performance under
this Agreement and any Permit. In addition, all policies shall contain a statement of obligation
on the carrier's part to notify the City at least thirty (30) days in advance of any policy
cancellation by the insurer except for non-payment of premium, of coverage.
11.5 Prior to the issuance of any Permit and on an annual basis, Permittee shall furnish
the City with a "certificate of insurance" and an "additional insured endorsement," both
documents countersigned by the insurance carrier or its authorized representative. The
countersigned certificate(s) or endorsement(s) (to the extent applicable), shall:
(a) Contain the following information:
(i) Policy number;
(ii) Name of insurance company;
(iii) Name, address and telephone number of the agent or authorized
representative;
(iv)
Name and address of insured;
(v)
Project name and address;
(vi)
Policy expiration date; and
(vii)
Specific coverage amounts.
(b) Include that The City of Vernon, its duly elected or appointed officers,
agents, and employees are named as additional insureds under the policies required herein. This
insurance is primary to the coverage of the City. Neither the City nor any of its insurers shall be
required to contribute to any loss. The policies required herein contain a severability of interest
clause. The issuing company shall deliver to the City thirty (30) days' advanced written notice
of any policy cancellation by the insurer except for non-payment of premium.
PERMITTEE SHALL FURNISH THE REQUIRED CERTIFICATE(S) OF
INSURANCE AND ENDORSEMENT(S) BEFORE THE CITY ISSUES THE FIRST
PERMIT AND EXECUTES THIS AGREEMENT.
11.6 Permittee shall secure and maintain at all times during the term of this Agreement
workers' compensation and employer's liability insurance, as required by state law, but at least
in an amount not less than One Million Dollars ($1,000,000) per accident. Permittee shall furnish
the City with a certificate showing proof of such coverage.
11.7 In the event Permittee employs contractors or subcontractors as part of the Work
covered by this Agreement, it shall be the responsibility of Permittee to ensure that all contractors
Page 13 of 17
or subcontractors comply with substantially similar insurance requirements that are stated in this
Agreement; provided, however, that under no circumstances shall any contractor or
subcontractor have insurance policies with limits less than those required of Permittee under
Sections 11.2(a), 11.2(b) and 11.6.
12. General Conditions.
12.1 Any right or power conferred, or duty imposed upon any officer, employee,
department or commission of the City, shall be subject to transfer by operation of law to any
other officer, employee, department or commission of the City.
12.2 Permittee agrees to keep its Telecommunications Network Facilities and the Public
Right -of -Way in good and safe condition and free from any nuisance, to the reasonable
satisfaction of the City.
12.3 The permission to use the Public Right -of -Way provided under this Agreement
and any Permit is non-exclusive. The grant of any Permit or any of the terms or conditions
contained herein shall not be construed to prevent the City from granting similar permits and/or
licenses or any identical, similar or other type of license or franchise to use the Public Right -of -
Way to any person, firm or corporation other than Permittee.
12.4 This Agreement and any Permit are not intended for any third party's benefit and
cannot be enforced by any third party.
12.5 This Agreement and any and all Permits shall be governed by the laws of the State
of California, without regard to its conflict of laws principles.
12.6 This Agreement and any and all Permits issued to Permittee contain the entire
understanding between the Parties with respect to the subject matter herein. There are no
representations, agreements or understandings (whether oral or written) between or among the
Parties relating to the subject matter of this Agreement that are not fully expressed herein. This
Agreement may not be amended except pursuant to a written instrument signed by all Parties.
12.7 No provision herein made for the purpose of securing performance of the terms
and conditions of this Agreement and any Permit shall be deemed an exclusive remedy, or to
afford the exclusive procedure for the enforcement of the Agreement's or any Permit's terms
and conditions, but the remedies and procedures herein provided, in addition to those provided
by law, shall be deemed to be cumulative.
12.8 No rights and duties under this Agreement or any Permit shall be assigned or
delegated by Permittee without the prior written approval of the City, which approval shall not
be unreasonably withheld. Notwithstanding any provision in this Agreement to the contrary,
Permittee shall have the right to assign this Agreement without the City's consent to any parent,
subsidiary, affiliate, or any person, firm, or corporation that shall control, be under the control
of, or be under common control with Permittee, or to any entity into which Permittee may be
merged or consolidated or which purchases all or substantially all of the assets of Permittee that
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are subject to this Agreement; provided, however, that in the event of such assignment, Permittee
shall provide within thirty (30) days of such assignment (a) written notice to the City, specifically
identifying (i) the name of the assignee; (ii) its corporate form (e.g., corporation, limited liability
company, etc.); (iii) its place of incorporation or organization; (iv) its CPCN number; (v) the
name, title, address, telephone number and e-mail address of the appropriate person for notice
purposes if different from that set forth in Section 12.12 below; and (vi) the assignee's
relationship to Permittee; (b) a copy of the assignee's CPCN; and (c) a copy of any document
memorializing such assignment. To the extent Permittee desires to maintain the confidentiality
of such document, the City will execute a separate confidentiality agreement.
12.9 A waiver by the City of any breach of any term, covenant, or condition contained
in this Agreement and any Permit shall not be deemed to be a waiver of any subsequent breach
of the same or any other term, covenant, or condition contained in this Agreement or any other
Permit whether of the same or different character.
12.10 If any action at law or in equity is brought to enforce or interpret the terms of this
Agreement or of any Permit, the prevailing party shall be entitled to reasonable attorney's fees,
costs, and necessary disbursements in addition to any other relief to which such party may be
entitled.
12.11 If any one or more of the covenants or agreements or portions thereof provided in
this Agreement or any Permit shall be held by a court of competent jurisdiction in a final judicial
action to be void, voidable, or unenforceable, such covenant or covenants, such agreement or
agreements, or such portions thereof shall be null and void and shall be deemed separable from
the remaining covenants or agreements or portions thereof and shall in no way affect the validity
or enforceability of the remaining portions of this Agreement or of any Permit.
12.12 All notices herein must be in writing and, unless otherwise provided herein, shall
be deemed validly given on the date either personally delivered to the address indicated below,
or on the date of receipt if delivered by commercial express carrier (e.g., FedEx, DHL, etc.) as
confirmed by signature of the receiving Party, or on the third (3rd) business day following
deposit, postage prepaid, using certified mail, return receipt requested, in any U.S. Postal
mailbox or at any U.S. Post Office. Should the City or Permittee have a change of address, the
other Party shall immediately be notified in writing of such change, provided, however, that each
address for notice must include a street address and not merely a post office box. All notices,
demands or requests between the Parties shall be given to the other Party addressed as follows:
City:
City of Vernon
Department of Public Works
Attn: [Insert Director's Name], Director
4305 Santa Fe Avenue
Vernon, CA 90058-1714
Phone: (323) 583-8811
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Pennittee:
[INSERT]
Attn:
Phone:
[Signatures Begin on Next Page]
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IN WITNESS WHEREOF, the Parties have signed this Agreement as of the
Effective Date stated in the introductory clause.
City of Vernon, a California charter City
and California municipal corporation
IC
[Insert Name and Title]
ATTEST:
Maria E. Ayala, City Clerk
APPROVED AS TO FORM:
Hema Patel, City Attorney
[INSERT PERMITTEE NAME], a [INSERT
STATE AND CORPORATE FORM]
By:
Name:
Title:
By:
Name:
Title:
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