HomeMy WebLinkAbout2022-08-23 - AGENDA REPORTS - GRAPHIC DESIGN SVCS CONTRAgenda Item: 14
1. CITY OF SANTA CLARITA
AGENDA REPORT
CONSENT CALENDAR
CITY MANAGER APPROVAL: �1 A11�44_1)
DATE: August 23, 2022
SUBJECT: GRAPHIC DESIGN SERVICES CONTRACTS
DEPARTMENT: Economic Development
PRESENTER: Phil Lantis
RECOMMENDED ACTION
City Council:
1. Award one-year Professional Service contracts for graphic design services to McGregor
Shott, Inc., Lundmark Advertising, and L. Burrows Design for an amount not to exceed
$75,000 per firm.
2. Authorize the City Manager or designee to execute up to four, one year -renewal options for
each firm, for an annual amount not to exceed $75,000.
3. Authorize the City Manager, or designee, to execute all contracts and associated documents,
subject to City Attorney approval.
BACKGROUND
For the past several years, the City of Santa Clarita (City) has used a combination of in-house
staff and contracted graphic designers to manage the graphic design needs of the various
departments and divisions of the City. The City's graphic needs vary from simple door hangers
and flyers, to magazine layouts, vehicle wraps, signage, website, and social media design.
The City produces approximately 900 graphic projects annually, and having on -call contracts
with different artists has ensured that the graphic design needs of the City are being met
professionally and in a timely manner. The multiple -vendor award aspect of this solicitation
reflects the intention of the City to ensure the physical capability to handle workload peaks, and
to provide staff with access to an adequate breadth of skill levels and design perspectives.
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To select the contracted graphic designers, a Request for Proposals (RFP) was released on
May 27, 2022, and closed on June 28, 2022. The RFP resulted in eight proposals being
submitted.
The RFP responses were rated by a committee comprised of four staff members from the
Communications, Economic Development, and Arts and Events divisions. Responses were
evaluated on the following criteria:
• Quality and creativity of the samples of work
• Level of experience and training of personnel assigned to the contract
• Relevant experience
• Thoroughness of proposal, approach to providing sound services, and ability to provide
services to meet objectives and standards
• Cost of materials and services provided
• Responses of references supplied
Each proposals was scored independently on the above criteria and the scores were then
tabulated. The results are shown below:
RANK
DESIGN FIRM
LOCATION
SCORE
1
McGregor Shott, Inc.
Santa Clarita, CA
94.75
2
Lundmark Advertising
Kansas City, MO
93.00
3
L. Burrows Design
Santa Clarita, CA
90.50
4
Uptown Studios, Inc.
Sacramento, CA
82.75
5
SC Publishing, Inc.
Santa Clarita, CA
67.00
6
Bess Design
Walnut Creek, CA
64.00
7
VSB Associates, Inc.
Kensington, MD
49.25
8
Royal Digital Agency
Glendale, CA
17.50
Based on the quality of the proposals, including their work samples and experience, the three top
scoring design firms are being recommended to enter into Professional Service contracts to
provide graphic design services for the City.
ALTERNATIVE ACTION
Other actions as identified by the City Council.
FISCAL IMPACT
Adequate funds are available within the various divisions that will use the recommended design
firms in the adopted Fiscal Year 2022-23 budget.
ATTACHMENTS
Graphic Design Services RFP #REC-21-22-43 (available in the City Clerk's Reading File)
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Graphic Design Services
PROPOSAL # REC-21-22-43
TABLE OF CONTENTS
PROPOSAL # REC-21-22-43
Graphic Design Services
City of Santa Clarita, California
SECTION A
NOTICE INVITING PROPOSALS
PROPOSAL INSTRUCTIONS
DOCUMENT CHECKLIST
SECTION B
SCOPE OF WORK
RESPONSE FORMAT AND SELECTION CRITERIA
SECTION C
NOTICE TO PROPOSERS REGARDING CONTRACTUAL REQUIREMENTS
DESIGNATION OF SUBCONTRACTORS/SUBCONSULTANTS
REFERENCES
ACKNOWLEDGEMENT AND ACCEPTANCE OF SCOPE OF WORK
SECTION D
SAMPLE PROFESSIONAL SERVICES AGREEMENT
PROFESSIONAL SERVICES AGREEMENT CONTRACT PROVISIONS
SUBCONTRACTOR CLAUSES
SECTION A
RFP Information & Instructions
CITY OF SANTA CLARITA NOTICE INVITING PROPOSALS
Project Name: Graphic Design Services
Proposal #: REC-21-22-43
Last Day for Questions: June 20, 2022 before 11:00 AM PDT
Proposal Closing: June 28, 2022 before 11:00 AM PDT
Estimated Contract $75,000
Value:
Project Description: The City of Santa Clarita is seeking proposals from qualified graphic design
firms for various citywide projects.
Prevailing Wage: No
Bond Requirements: No
Contact Information: Dan Hamrick 1 (661)255-4399 1 dmhamrick@santa-clarita.com
Required Contractor & Subcontractor Registration: Only bids submitted by bidders (along with all listed
subcontractors) that are currently registered and qualified to perform public work pursuant to Labor
Code Section 1725.5 will be accepted.
Specifications for this request for proposals (RFP) may be downloaded from the City's Purchasing website
at: www.bidnetdirect.com//cityofsantaclarita. Please refer to specifications for complete details and RFP
requirements. The specifications in this notice shall be considered a part of any contract made pursuant
thereto. A paper copy of the RFP documents is available upon request in the City Clerk's office, suite 120.
RFP Questions must be submitted electronically via the BidNet "Question and Answer" tab.
Addenda, if issued by the CITY, will be transmitted on BidNet. Addenda must be digitally acknowledged
via BidNet in addition to a printed and signed version submitted with the proposal response. If addenda
are not signed and submitted with the proposal response, the submission may be deemed non-
responsive and rejected.
Dates Published: May 27, 2022
PROPOSAL INSTRUCTIONS
PROPOSAL # REC-21-22-43
Graphic Design Services
City of Santa Clarita, California
1. SUBMITTING PROPOSALS.
1.1. The response must be submitted on this form and include all forms provided or information
requested or required by the scope of work or specifications, (uploaded via BidNet).
1.2. All documentation of unit pricing or other cost breakdowns as outlined in this proposal must be
submitted to support the total proposed price.
1.3. Proposals/corrections received after the closing time will not be accepted. The City will not be
responsible for proposals not properly or timely, uploaded. Upon award, all submissions become
a matter of public record.
2. ADDENDA. The City will not accept responsibility for incomplete packages or missing addenda. It is
the vendor's responsibility to monitor BidNet for release of the addenda prior to submission of the
quote to make certain the package is complete and all required addenda are included. This
information will be available via BidNet. Vendors are cautioned against relying on verbal information
in the preparation of proposal responses. All official information and guidance will be provided as
part of this solicitation or written addenda. Addenda, if issued by the Agency, will be transmitted via
BidNet. Addenda must be digitally acknowledged through BidNet in addition to a printed and signed
version submitted with the proposal. If addenda are not signed and submitted with the proposal
response, the proposal may be deemed non -responsive and rejected.
3. AWARDS.
3.1. The City reserves the right to waive any informality in any proposal.
3.2. This RFP does not commit the City to award a contract, or to pay any amount incurred in the
preparation of the proposal. The City reserves the right to accept or reject all proposals received
as a result of this request, to negotiate with any qualified consultant, or to cancel this RFP in part
or in its entirety. The City may require the selected consultant to participate in negotiations and
to submit such technical, price, or other revisions of the proposal as may result from negotiations.
The City reserves the right to extend the time allotted for the proposal, and to request a best and
final offer, should it be in its best interest to do so.
3.3. The proposal may be awarded in its entirety as proposed; however, the City reserves the right to
award elements of the work, independently, and to do portions "in-house." Additionally, the City
reserves the right to award subsequent work on this project based on information presented in
this proposal, without recourse to a separate or subsequent RFP process, should it be in its best
interest to do so.
3.4. The City may make an award based on partial items unless the proposal submitted is marked "All
or none." Where detailed specifications and/or standards are provided the City considers them
to be material and may accept or reject deviations. The list of proposals submitted will be posted
on BidNet, normally within 24 hours.
4. BRAND NAMES, ALTERNATIVES, OR EQUIVALENTS.
4.1. The use of the name of a manufacturer, or any specific brand or make, in describing any item
contained in the solicitation document does not restrict vendors to the manufacturer or specific
article, this means is being used simply to indicate a quality and utility of the article desired; but
the goods on which bids/quotes/proposals are submitted must in all cases be equal in quality
and utility to those referred to. This exception applies solely to the material items in question
and does not supersede any other specifications or requirements cited. Materials differing from
stated specifications may be considered, provided such differences are clearly noted and
described, and provided further that such articles are considered by a City official to be in all
essential respects in compliance with the specifications.
4.2. If you plan on bidding/quoting/submitting a proposal with an alternative or equivalent product
please provide the cut sheet/spec sheet or detailed product description for the proposed
product via the BidNet Q&A section. For each product proposed documentation provided must
include a description reflecting the characteristics and level of quality that will satisfy the salient
physical, functional, or performance characteristics of "equal" products specified in the
solicitation. The proposal must also clearly identify the item by brand name (if any), and
make/model number. In addition, the proposal may include descriptive literature such as
illustrations, drawings, or a clear reference to previously furnished descriptive data or
information available to the City, and clearly describe any modifications the offeror plans to
make in a product to make it conform to the solicitation requirements. Staff will provide an
answer via BidNet if the proposed product will be considered.
4.3. Any alternatives or equivalent product proposals must be made prior to the last day for
questions. The City has the option of accepting or rejecting any alternative or equivalent
product. Exception is made on those items wherein identical supply has been determined a
necessity and the notation NO SUBSTITUTE has been used in the specification section.
5. COOPERATIVE BIDDING. Other public agencies may be extended the opportunity to purchase off this
solicitation with the agreement of the successful vendor(s) and the City. The lack of exception to this
clause in vendor's response will be considered agreement. However, the City is not an agent of,
partner to or representative of these outside agencies and is not obligated or liable for any action or
debts that may arise out of such independently negotiated "piggy -back" procurements.
6. DELIVERY. Unless otherwise specified, delivery shall be D.D.P., the City of Santa Clarita, site of user
division and contract delivery may begin no later than fifteen (15) calendar days from receipt of order.
7. INVOICES. Invoices will be forwarded to:
City of Santa Clarita
CD - Economic Development
Attn: Phil Lantis
23920 Valencia Blvd. Ste. 295
Santa Clarita, CA 91355-2196
Invoices will reflect the purchase order # and goods or service delivered in accordance with the terms
of the contract. Invoice processing begins on receipt of the material or invoice, whichever is later.
8. DEPARTMENT OF INDUSTRIAL RELATIONS REQUIREMENTS. No proposer or
subcontractor/subconsultant may be listed on a bid proposal for a public works project (submitted on
or after March 1, 2015) unless registered with the Department of Industrial Relations pursuant to
Labor Code Section 1725.5 [with limited exceptions from this requirement for proposal purposes only
under Labor Code Section 1771.1(a)]. No proposer or subcontractor/subconsultant may be awarded
a contract for public work on a public works project (awarded on or after April 1, 2015) unless
registered with the Department of Industrial Relations pursuant to Labor Code Section 1725.5. This
project is subject to compliance monitoring and enforcement by the Department of Industrial
Relations.
9. PREPARATION. All proposals and required forms must be uploaded as laid out in the BidNet General
Attachments Section.
10. REJECTION. The City reserves the right to reject any or all proposals and to waive any informality in
any proposal. The City may reject the proposal of any vendor who has previously failed to perform
properly, or complete on time, contracts of a similar nature, or to reject the proposal of a vendor who
is not in a position to perform such a contract satisfactorily. The City may reject the proposal of any
vendor who is in default of the payment of taxes, licenses or other monies due to the City of Santa
Clarita.
11. RENEWAL AND PRICING ADJUSTMENT. Contracts entered into pursuant to this RFP may be renewed
annually, up to four times, in accordance with the terms of the contract. If not otherwise stated, the
contract may be renewed if the new pricing of the contract does not change more than the Consumer
Price Index - All Urban Consumers (not seasonally adjusted), Los Angeles Area -Riverside -Orange
county area and prevailing wage rates, if applicable. The index level for the month preceding the
month of solicitation advertisement will become the beginning index. The price adjustment limit will
be the percentage change based on the difference between the beginning level or the adjustment
level last used and the index level for the period 90 days prior to the award anniversary. The final
adjusted amount will be determined by purchasing staff. If a price adjustment is not requested prior
to the award anniversary date, the previous year's rates will apply. Proposer shall honor proposal
prices for One -Hundred and Twenty Days (120 days) or for the stated contract period, whichever is
longer.
12. SUBCONTRACTORS. For all projects, the vendor must list any subcontractors/subconsultants that will
be used, the work to be performed by them, and total number of hours or percentage of time they
will spend on the project.
Each proposer must submit with their proposal the following:
• The Full name of each subcontracting firm as required by Government Code, Sec. 4201, typed or
legibly printed.
• The address of each firm.
• The telephone number at the place of business.
• Work to be performed by each subcontracting firm.
• Total approximate dollar amount of each subcontract.
• If sub -contractor is participating as a Disadvantaged Business Enterprise (DBE), the following
additional information is required on the "Designation of Subcontractors" form enclosed:
➢ Status as a DBE, age of the firm and the annual gross receipts.
• Submit the "Designation of Subcontractors" form enclosed herewith. No Contract shall be
considered unless such list is submitted as required.
Copies of subcontracts will be provided to the City Engineer upon their request.
13. TERMINATION. The City may terminate any purchase, service or contract with or without cause either
verbally or in writing at any time without penalty.
The City of Santa Clarita's "Terms and Conditions" is found on a separate attachment in BidNet.
DOCUMENTS CHECKLIST
PROPOSAL # REC-21-22-43
Graphic Design Services
City of Santa Clarita, California
In addition to the items requested for the proposal the following documents are required to be
completed and submitted by the proposer.
The following documents must be provided by ALL proposers:
Uploaded via BidNet (see Section C)
❑ Response File
❑ Cost File (to be submitted separately from Response File)
❑ Notice to Proposers Regarding Contractual Requirements
❑ Designation of Subcontractors/Subconsultants
❑ References
❑ Acknowledgement and Acceptance of Scope of Work
❑ All signed addendums (if any) — Digitally acknowledged on BidNet in addition to uploaded via
BidNet
The following documents must be provided by the AWARDEE ONLY (With Agreement)
Delivered to City Hall, Attn: Phil Lantis
❑ Professional Services Agreement
❑ Insurance Required by Contract
❑ W-9 Form
SECTION B
Solicitation Information
SCOPE OF WORK
PROPOSAL # REC-21-22-43
Graphic Design Services
City of Santa Clarita, California
EVENT DATE
Solicitation advertisement May 27, 2022
Last day for questions June 20, 2022
Return of proposals June 28, 2022
Evaluations of proposals June 28 -July 12, 2022
Contract award August 23, 2022
*Dates are subject to change at the City's discretion *
The City of Santa Clarita (City) requests proposals for the following purpose, according to the terms and
conditions attached. In the preparation of this Request for Proposal, the words "Bidder," "Contractor,"
and "Consultant" are used interchangeably.
Purpose:
The City of Santa Clarita desires to establish contracts with graphic design firms to provide access to a
broad spectrum of services and technology at a reasonable cost. The City anticipates awarding annual
contracts to two or three of the most qualified contractors.
2. Introduction/Background:
Graphic art is frequently used to market and brand the City and its programs. Recognizing the
importance of good graphic design to convey a variety of messages to our target audiences, the City has
decided to use commercial companies to broaden its resource base.
The City's graphic needs vary from simple door hangers and flyers, to magazine layouts, vehicle wraps,
signage, website and social media design. The City's high visibility campaigns require an excellent
knowledge of design, and the ability to effectively use color theory, typography, illustration, and
photography. The graphic design firms chosen may be responsible for an entire advertising campaign
from the creation of original designs, based on meetings with the requesting department, to the
preparation of electronic files for print, signage, clothing and or web -based applications. Occasionally,
the City will require a contractor to development a graphic theme that maintains a consistent look and
feel throughout multiple and varied printed and web applications.
The City produces approximately 900 graphics projects annually requiring the creative skills of
thoughtful and experienced designers to formulate memorable identities that are in keeping with the
City's graphic standards and brand. In performing this work, it is essential that our graphic vendors meet
the City's expectations with regard to requests for changes, quality control, deadlines, and budgetary
restrictions. In addition to addressing these areas of concern, close, responsive contact with the
appropriate City departments is a must.
The estimated number of projects completed annually is an estimate only, and not a guarantee or
promise of a specific amount of work. Additionally, the multiple vendor award aspect of this solicitation
reflects the intention of the City to ensure the physical capability to handle workload peaks, and to
provide staff with access to an adequate breadth of skill levels and design perspectives. The City makes
no guarantee as to the amount of work each awardee will receive, or even that they will receive any
work. Each contractor's quality of design work, and level of customer service they provide will have a
significant impact on project assignment.
3. Obiective(s):
A. Quality graphic design that is original, appropriate, and adheres to the City's Graphic
Standards.
B. Courteous, timely and responsive customer service.
C. Completed artwork that is usable and easily editable by City staff.
4. Work Statement:
A. Tasks will include
1. The performance of graphic design services for the City in accordance with Exhibit A,
"Performance Guidelines for Graphic Designers".
B. Deliverables will include
1. Proofs in the format specified for each project assigned
2. Printing specifications that are sufficiently detailed so as to allow printers and other
vendors to understand the entire scope of the job required and provide a
responsive quote.
3. Weekly reports and project status updates
4. Final electronic artwork to selected printer and or vendor, and an editable version of
the artwork for our archives including all images, fonts and final documents
5. Required Qualifications:
The contract will be awarded to a highly qualified and responsible contractor. In order to qualify as
responsible, a prospective contractor must meet the following standards as they pertain to this Request
for Proposal.
A. Contractor Qualifications
1. The contractor shall have a four-year degree in art or design and/or a combination
of 6 to 8 years of education and work experience in the field of graphic design.
B. Software Capabilities
1. The contractor shall have at their disposal and have an in-depth working knowledge
of the following software: Adobe InDesign, Adobe Illustrator, Adobe Photoshop, and
Adobe Acrobat. He or she will be well versed in photo manipulation, color
correction, page layout, and illustration techniques, using state-of-the-art
technology. Additionally, software compatible with Microsoft Office products is
highly desirable.
C. Hardware/Equipment Capabilities
1. The contractor must possess the capabilities to provide electronic format artwork
(MAC platform) to printers and or other vendors as required. Capability to
exchange files via e-mail, ftp, and compact disks is required. The contractor should
have the capability to produce quality color proofs.
D. Years in business
1. The company, as identified in the proposal response, must have been in the
graphics design business a minimum of three years at the time the contract is
awarded. Alternatively, the principals must have been the principals of a graphic
design business for a minimum of three years at the time the contract is awarded.
6. Reporting:
A. Assigned projects will require weekly progress reports. Should there be more than one such
project ongoing at any time; the required reports may be combined into a single report
containing the required information.
Product/Report Date Due: First Friday after project assigned Progress Reports and then
weekly thereafter.
B. During the term of the contract, any required reports will be submitted to the City contact,
Joe Redmond.
1. These reports must address at a minimum:
a. Job number
b. Project description
c. Company employee responsible for project
d. Current status
e. Estimated completion date
f. Any charges in excess of original estimate
7. Response Submittal Reauirements:
A. Contents of Proposal
1. Submitted proposals must follow the format outlined below, and all requested
information must be supplied. Failure to submit proposals in the required format
will result in elimination from proposal evaluation.
8. FORMAT:
A. Each proposal must be submitted in three parts: Part I must relate to the Technical Proposal.
Part 11 must relate to the Cost Proposal. Part III must relate to the Samples.
PART I - TECHNICAL PROPOSAL
I. Cover Letter -- Must include the name, address, email address, and telephone number of the
vendor, and be signed by the person or persons authorized to represent them.
II. Table of Contents -- Clearly identify material contained in the proposal by section and page
number.
III. Introduction (Section 1) -- Contents to be determined by vendor.
IV. Definition of Problem (Section 11) -- Provide an explanation and interpretation of the areas of
importance described in the RFP that will demonstrate your understanding of the City's
requirements.
V. Objective, Scope, Nature of Proposed Program (Section III) -- Describe the overall approach to
the problem, including the objective and scope of work to be performed by the vendor.
VI. Methodology (Section IV) -- Describe the methodology and techniques to be employed. Identify
the minimum project turnaround times and how they would be determined. Discuss vendor's
plan for customer interface for projects to ensure maximum level of customer service. Many of
the City's projects may require multiple face to face meetings with City staff members to allow
for the proper exchange of design needs and ideas.
VII. Assigned Personnel (Section V) -- The vendor will identify a project manager who will be
responsible for all City projects and who will act as the City's single point of contact with the
contracting group. Identify the principals having primary responsibility for implementing the
proposal. Discuss their professional and academic backgrounds. Provide a summary of similar
work they have previously performed. Identify the individuals most likely to be assigned to
work on City projects and provide their resumes. Provide at least two examples of each
person's work covering diverse projects. These samples should demonstrate creativity, quality
of imagery and ability to convey messages. Describe the responsibilities and capacity of the
technical personnel involved. Substitution of project manager and/or lead personnel will not be
permitted without prior written approval of the City.
Vill. City Resources (Section VI) -- In the event that City services or staff resources might be required
for assistance, explain how either would be used to supplement vendor activities to achieve
identified objective(s).
IX. Subcontractors (Section VII) -- If subcontractors are to be used, identify each of them in the
proposal. Describe the work to be performed by them and the number of hours or the
percentage of time they will devote to the project. Provide a list of assigned staff, their
qualifications, relationship to project management, schedule and design work.
X. Contractor Capability and References (Section VIII) -- Provide a summary of the vendor's
relevant background experience. Discuss the applicability of such experience to this RFP.
Include at least four references and a contact person for each of those clients, for whom
products were designed that were the same as those described in Additional Data, Section XI.
Vendors may also include other samples of their work demonstrating their range of capabilities
in the Additional Data section. List software, hardware and equipment capabilities, as described
above in "Required Qualifications," on Page 11.
XI. Conflict of Interest (Section IX) -- Address possible conflicts of interest with other clients affected
by actions performed by the vendor on behalf of the City. Although the bidder will not be
automatically disqualified by reason of work performed for such firms, the City reserves the
right to consider the nature and extent of such work in evaluating the proposal.
XII. Additional Data (Section X) -- Provide other essential data that may assist in the evaluation of this
proposal.
PART II - COST PROPOSAL
The Cost Proposal should be a separate file of proposal response. The Cost Proposal must be submitted
in the format as outlined below.
Name and Address: The Cost Proposal must list the name and complete address of the bidder in the
upper, left-hand corner.
Cost Proposal: The Cost Proposal will break down the hourly rate of charges the vendor expects.
Costs must be itemized by the following categories:
A. Labor -- List an hourly labor rate for each employee skill level.
B. Supplies and Equipment -- Any charges for supplies or equipment that would exceed $100
per graphics project should be listed. Any equipment paid for by the City will become the
property of the City.
C. Subcontractor Costs -- Identify if subcontractors will be used by name and list their cost per
hour.
D. Travel Costs -- Based on the requirements in the RFP for the vendor's involvement in and
responsibility for the final printed products, press checks may be necessary. Identify if travel
to print vendors will be charged and cost per occurrence. The City will not pay travel costs
for press checks the City has not authorized. No travel costs will be paid within a 50-mile
radius of the City. If the vendor is required to travel outside this radius he/she will only be
reimbursed for the miles traveled in excess to the 50-mile radius. The vendor will be
required to supply the City's Risk Division with proof of current insurance and complete a
Mileage Reimbursement Form, which will be provided by the City, for the miles traveled in
excess of the 50-mile radius. Vendor will be reimbursed at the same rate as to a City
employee, which is no more than 58.5C PER MILE.
E. Miscellaneous Costs, if any -- Identify and list any costs vendor anticipates that are not
covered above.
It is expected that general, overhead, and administrative costs are included in the hourly rate for labor.
It will be assumed that all contingencies and/or anticipated escalations are included.
The above information will form the basis of negotiations for project costs.
PART III — SAMPLES
Samples should be a separate file of proposal response. Samples must be submitted in the format as
outlined below.
Provide samples for design and layout work that best represent the capabilities of the vendor. The file of
sample artwork must contain no more than ten (10) samples. Do not include company name in sample
file. Samples will be viewed anonymously and scored by City staff as part of the evaluation process. In
the sample file, include at least one example of each of the following:
a. Creative design and use of color
b. Marketing or informational brochure
c. Advertisement
d. Booklet, pamphlet or magazine
If the vendor does not have on file appropriate sample pieces, as described above, to include in the
sample artwork packet, feel free to create pieces for fictitious assignments, if necessary.
PROPOSAL SUBMISSION
All proposals must be submitted according to specifications set forth in the Request for Proposals.
Failure to adhere to these specifications may be cause for rejection of proposal.
1. Signature. All proposals should be signed by an authorized representative of the bidder.
2. Due Date. All proposals must be electronically uploaded on BidNet before 11:00 AM PDT on
June 28, 2022. All proposals, as well as any modifications, received after the hour and date
specified above will not be considered.
Late bids/proposals will not be accepted. Any correction or resubmission done by the bidder
will not extend the submittal due date.
3. Addenda. City may modify the proposal and/or issue supplementary information or guidelines
relating to the RFP during the proposal preparation period.
4. Refection. A proposal may be deemed non -responsive and may be immediately rejected if:
a. It contains misrepresentative or misleading information.
b. It is received at any time after the exact date and time set for receipt of proposals.
c. It is not prepared in the format prescribed and/or.
d. It is signed by an individual not authorized to represent the vendor.
e. The required qualifications are not met.
5. Proposal Changes. Once submitted, proposals, including the composition of the contracting
team, cannot be altered without the prior written consent of the City. All proposals shall
constitute vendor offers and may not be withdrawn for a period of one hundred and twenty
(120) days following the last day to accept proposals.
6. Proposal Evaluation and Contractor Selection. An evaluation panel comprised of
representatives from the requesting department will evaluate all proposals to determine
responsiveness to the RFP. The panel will recommend the selection of a vendor to the City
Manager/City Council for final approval and negotiation of a contract.
Proposals will be evaluated on the following criteria:
a. Quality and creativity of the samples of work.
b. Level of experience and training of personnel assigned to this contract.
c. Relevant experience with companies similar to ours.
d. Thoroughness of proposal, approach to providing sound services and ability to provide
services to meet objectives and standards.
e. Cost of materials and services provided.
f. Responses of references supplied.
During the selection process, the evaluation panel may wish to interview bidders with scores
above a natural break, for clarification purposes only.
SECTION C
Forms
NOTICE TO PROPOSERS REGARDING CONTRACTUAL REQUIREMENTS
PROPOSAL # REC-21-22-43
Graphic Design Services
City of Santa Clarita, California
1. SUMMARY OF CONTRACTUAL REQUIRMENTS
a. A contract is required for any service performed on behalf of the City of Santa Clarita (City).
b. By submitting a proposal, you have reviewed the sample contract documents contained within this
request for proposals and agree to be bound by the requirements set forth.
c. Questions and requests for modification of these terms must be negotiated and approved prior to
proposal submission and are at the full discretion of the City.
2. SUMMARY OF INDEMNITY AND INSURANCE REQUIREMENTS
a. These are the Indemnity and Insurance Requirements for Contractors providing services or supplies to
City of Santa Clarita (City). By agreeing to perform the work or submitting a proposal, you verify that you
comply with and agree to be bound by these requirements. If any additional Contract documents are
executed, the actual Indemnity language and Insurance Requirements may include additional provisions
as deemed appropriate by City's Risk Manager.
b. You should check with your Insurance advisors to verify compliance and determine if additional
coverage or limits may be needed to adequately insure your obligations under this agreement. These
are the minimum required and do not in any way represent or imply that such coverage is sufficient to
adequately cover the Contractor's liability under this agreement. The full coverage and limits afforded
under Contractor's policies of Insurance shall be available to Buyer and these Insurance Requirements
shall not in any way act to reduce coverage that is broader or includes higher limits than those required.
The Insurance obligations under this agreement shall be: 1—all the Insurance coverage and limits
carried by or available to the Contractor; or 2—the minimum Insurance requirements shown in this
agreement, whichever is greater. Any insurance proceeds in excess of the specified minimum limits and
coverage required, which are applicable to a given loss, shall be available to City.
c. Contractor shall furnish the City with original Certificates of Insurance including all required
amendatory endorsements and a copy of the Declarations and Endorsement Page of the CGL policy
listing all policy endorsements to City before work begins. City reserves the right to require full -certified
copies of all Insurance coverage and endorsements.
3. INDEMNIFICATION
a. To the fullest extent permitted by law, CONSULTANT shall defend (with legal counsel reasonably
acceptable to CITY), indemnify and hold harmless CITY and its officers, agents, departments, officials,
representatives and employees (collectively "Indemnitees") from and against any and all claims, loss,
cost, damage, injury (including, without limitation, economic harm, injury to or death of an employee of
CONSULTANT or its subconsultants), expense and liability of every kind, nature and description that
arise from or relate to (including, without limitation, incidental and consequential damages, court costs,
attorneys' fees, litigation expenses and fees of expert consultants or expert witnesses incurred in
connection therewith and costs of investigation) that arise from or relate to, directly or indirectly, in
whole or in part, from: (1) CONSULTANT's performance of Services under this Agreement, or any part
thereof, (2) any negligent act or omission of CONSULTANT, any subconsultant, anyone directly or
indirectly employed by them, or anyone that they control; (3) any actual or alleged infringement of the
patent rights, copyright, trade secret, trade name, trademark, service mark or any other intellectual or
proprietary right of any person or persons in consequence of the use by CITY, or any other Indemnitee,
of articles or Services to be supplied in the performance of this Agreement; or (4) any breach of this
Agreement (collectively "Liabilities"). Such obligations to defend, hold harmless and indemnify any
Indemnitee shall not apply to the extent such Liabilities are caused by the sole negligence or willful
misconduct of such Indemnitee, but shall apply to all other Liabilities. The foregoing shall be subject to
the limitations of California Civil Code section 2782.8 as to any design professional services performed
by CONSULTANT and in particular the limitation on CONSULTANT's duty to defend whereby such duty
only arises for claims relating to the negligence, recklessness or willful misconduct of CONSULTANT as
well as the limitation on the cost to defend whereby CONSULTANT will only bear such cost in proportion
to CONSULTANT's proportionate percentage of fault (except as otherwise provided in section 2782.8).
b. The foregoing indemnification provisions will not reduce or affect other rights or obligations which
would otherwise exist in favor of the CITY and other Indemnitees.
c. CONSULTANT shall place in its subconsulting agreements and cause its subconsultants to agree to
indemnities and insurance obligations in favor of CITY and other Indemnitees in the exact form and
substance of those contained in this Agreement.
4. INSURANCE
a. Before commencing performance under this Agreement, and at all other times this Agreement is
effective, CONSULTANT will procure and maintain the following types of insurance with coverage limits
complying, at a minimum, with the limits set forth below:
Type of Insurance Limits
Commercial general liability: $1,000,000
Professional liability $1,000,000
Business automobile liability $1,000,000
Workers compensation Statutory requirement
b. Commercial general liability insurance will meet or exceed the requirements of ISO-CGL Form No. CG
00 011185 or 88. The amount of insurance set forth above will be a combined single limit per
occurrence for bodily injury, personal injury, and property damage for the policy coverage. Automobile
coverage will be written on ISO Business Auto Coverage Form CA 00 0106 92, including symbol 1 (Any
Auto). Liability policies will be endorsed to name CITY, its officials, and employees as "additional
insureds" under said insurance coverage and to state that such insurance will be deemed "primary' such
that any other insurance that may be carried by CITY will be excess thereto. Such endorsement must be
reflected on ISO Form No. CG 20 10 1185 or 88, or equivalent. Such insurance will be on an
"occurrence," not a "claims made," basis and will not be cancelable or subject to reduction except upon
thirty (30) days prior written notice to CITY.
c. Professional liability coverage will be on an "occurrence basis" if such coverage is available, or on a
"claims made" basis if not available. When coverage is provided on a "claims made basis," CONSULTANT
will continue to renew the insurance for a period of at least three (3) years after this Agreement expires
or is terminated. Such insurance will have the same coverage and limits as the policy that was in effect
during the term of this Agreement, and will cover CONSULTANT for all claims made by CITY arising out of
any errors or omissions of CONSULTANT, or its officers, employees or agents during the time this
Agreement was in effect.
d. CONSULTANT will furnish to CITY duly authenticated Certificates of Insurance evidencing maintenance
of the insurance required under this Agreement, including endorsements, and such other evidence of
insurance or copies of policies as may be reasonably required by CITY from time to time. Insurance must
be placed with California -admitted insurers with (other than workers compensation) a current A.M. Best
Company Rating of at least "A:VII."
e. Waiver of Subrogation: The insurer(s) agree to waive all rights of subrogation against CITY, its elected
or appointed officers, officials, agents, volunteers and employees for losses paid under the terms of the
workers compensation policy which arise from work performed by CONSULTANT for CITY.
f. Should CONSULTANT, for any reason, fail to obtain and maintain the insurance required by this
Agreement, CITY may obtain such coverage at CONSULTANT's expense and deduct the cost of such
insurance from payments due to CONSULTANT under this Agreement or terminate pursuant to
TERMINATION section. In the alternative, should CONSULTANT fail to meet any of the insurance
requirements under this Agreement, City may terminate this Agreement immediately with no penalty.
g. Should CONSULTANT'S insurance required by this Agreement be cancelled at any point prior to
expiration of the policy, CONSULTANT must notify City within 24 hours of receipt of notice of
cancellation. Furthermore, CONSULTANT must obtain replacement coverage that meets all contractual
requirements within 10 days of the prior insurer's issuance of notice of cancellation. CONSULTANT must
ensure that there is no lapse in coverage.
h. The CITY shall be entitled to any coverage in excess of the minimums required herein.
I have read and understand the above requirements and agree to be bound by them for any work
performed for the City.
Authorized Signature:
Printed Name:
Date:
DESIGNATION OF SUBCONTRACTORS/SUBCONSULTANTS
PROPOSAL # REC-21-22-43
Graphic Design Services
City of Santa Clarita, California
The City of Santa Clarita has adopted a Disadvantaged Business Enterprise (DBE) Program to support federally funded procurements. The City
strongly encourages the participation of small and Disadvantaged Business Enterprises in its federally funded projects and this site is intended to
provide assistance to such businesses. Listed below are the names and locations of the places of business of each subcontractor, supplier, and
vendor who will perform work or labor or render service in excess of % of 1 percent, or $10,000 (whichever is greater) of the prime contractor's
total bid: DBE status, age of firm and annual gross receipts are required if sub -contractor is participating as a DBE. If no Subcontractors will be
used fill out the form with NA. Please add additional sheets if needed.
Subcontractor
DIR Registration No.
Dollar Value of Work
Age of firm;
'�-o,--r"-"r
BB�Yes Ne
Annual r_r.,« Q,,.-eiptr•
Location and Place of Business
Bid Schedule Item No's:
Description of Work
License No.
Exp. Date: / /
Phone ( )
Subcontractor
DIR Registration No.
Dollar Value of Work
r�"-"r
�Q�Yes Pie
Location and Place of Business
Bid Schedule Item No's:
Description of Work
License No,
Exp. Date: / /
Phone ( )
Subcontractor
DIR Registration No.
Dollar Value of Work
ge -e,-F,r
�Q�Xes iuA
Location and Place of Business
Bid Schedule Item No's:
Description of Work
License No.
Exp. Date: / /
Phone ( )
NOTE: A contractor or subcontractor shall not be qualified to propose on, be listed in a proposal, subject to the requirements of Section 4104 of
the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered
and qualified to perform public work pursuant to Section 1725.5 of the Labor Code. It is not a violation of this section for an unregistered
contractor to submit a proposal that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the
Public Contract Code, provided the contractor is registered to perform public work pursuant to Section 1725.5 of the Labor Code at the time the
contract is awarded.
REFERENCES
PROPOSAL # REC-21-22-43
Graphic Design Services
City of Santa Clarita, California
The following are the names, addresses, and telephone numbers of three public agencies for which proposer
has performed work of a similar scope and size within the past 3 years. If the instructions on this form conflict
with the references requested in the scope of work, the scope of work shall govern. Complete this form out
accordingly. Fill out this form completely and upload it with your proposal.
1.
Name and Address of Owner / Agency
Name and Telephone Number of Person Familiar with Project
Contract Amount Type of Work Date Completed
2.
Name and Address of Owner / Agency
Name and Telephone Number of Person Familiar with Project
Contract Amount Type of Work Date Completed
3.
Name and Address of Owner / Agency
Name and Telephone Number of Person Familiar with Project
Contract Amount Type of Work Date Completed
The following are the names, addresses, and telephone numbers of all brokers and sureties from whom
Proposer intends to procure insurance bonds:
ACKNOWLEDGEMENT & ACCEPTANCE OF SCOPE OF WORK
PROPOSAL # REC-21-22-43
Graphic Design Services
City of Santa Clarita, California
By providing the three (3) required signatures below, the Contractor acknowledges full understanding,
complete agreement to, and accepts in its entirety, all Scope of Work for the Graphic Design Services. The
Contractor will be expected to perform maintenance practices and uphold the standards herein to the
established Scope of Work throughout the length of the contract.
*Supervisor's Signature:
Date:
*Estimator's Signature: Date:
*Owner's Signature: Date:
*All three signatures required
SECTION D
Sample Contract
SAMPLE ONLY
CON-6
Council Approval Date:
Agenda Item:
Contract Amount
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF SANTA CLARITA AND
FOR
This AGREEMENT by and between the CITY OF SANTA CLARITA, a municipal corporation
and general law city ("CITY") and , a
("CONSULTANT"), and
is dated
1. CONSIDERATION.
(A) As partial consideration, CONSULTANT agrees to perform the Services listed in
the SCOPE OF SERVICES, below; and
(B) As additional consideration, CONSULTANT and CITY agree to abide by the terms
and conditions contained in this Agreement; and
(C) As additional consideration, CITY agrees to pay CONSULTANT a sum not to
exceed
dollars ($ ) for CONSULTANT's Services. CITY
may modify this amount as set forth below. Unless otherwise specified by written
amendment to this Agreement, CITY will pay this sum as specified in the attached
Exhibit(s) " " which is/are incorporated by reference.
2. SCOPE OF SERVICES.
(A) CONSULTANT will perform Services listed in the attached Exhibit(s)
which is/are incorporated by reference.
(B) CONSULTANT will, in a professional manner, furnish all of the labor, technical,
administrative, professional and other personnel, all supplies and materials,
equipment, printing, vehicles, transportation, office space and facilities, and all
tests, testing and analyses, calculation, and all other means whatsoever, except as
herein otherwise expressly specified to be furnished by CITY, necessary or proper
to perform and complete the Services and provide the professional Services
required of CONSULTANT by this Agreement.
3. PERFORMANCE STANDARDS.
(A) By executing this Agreement, CONSULTANT represents that it has demonstrated
trustworthiness and possesses the quality, fitness and capacity to perform the
Agreement in a manner satisfactory to CITY. CONSULTANT represents that its
financial resources, surety and insurance experience, service experience,
completion ability, personnel, current workload, experience in dealing with private
consultants, and experience in dealing with public agencies all suggest that
CONSULTANT is capable of performing the proposed contract and has a
demonstrated capacity to deal fairly and effectively with and to satisfy a public
CITY.
(B) CONSULTANT will perform its Services in a skillful manner, comply fully with
all City established criteria, and with all applicable federal, state, and local laws,
codes, and professional standards.
(C) CONSULTANT agrees to comply with all applicable federal and state employment
laws regulations and rules including those that relate to minimum hours and wages,
occupational health and safety, workers compensation insurance and state, county
and local orders.
(D) CONSULTANT will staff this Agreement with personnel qualified to adequately
and professionally perform the Services.
(E) CONSULTANT will not subcontract any portion of these Services without the
CITY's prior written approval.
(F) CITY's approval of any payment, or conducting of any inspection, reviews,
approvals, or oral statements, or any governmental entity's certification, will in no
way limit the CONSULTANT's obligations under this Agreement or
CONSULTANT's complete responsibility for all Services hereunder.
4. PAYMENTS.
(A) For CITY to pay CONSULTANT as specified by this Agreement and as provided
in attached Exhibit(s) " " , CONSULTANT must submit a detailed
invoice to CITY which lists the hours worked and hourly rates for each personnel
category and reimbursable costs (all as set forth in Exhibit(s) " " ) the
tasks performed, the percentage of the task completed during the billing period, the
cumulative percentage completed for each task, the total cost of that Services during
the preceding billing month and a cumulative cash flow curve showing projected
and actual expenditures versus time to date.
(B) CITY may withhold all or a portion of payment otherwise due in the event that
Services are either improperly or not performed.
5. PROJECT COORDINATION AND SUPERVISION.
(A) CONSULTANT will assign as
CONSULTANT's Project Manager and will be responsible for job performance,
negotiations, contractual matters, and coordination with CITY's Project Manager.
CONSULTANT may change its Project Manager only with CITY consent.
(B) CITY will assign as CITY's Project
Manager, will be personally in charge of and personally supervise or perform the
technical execution of the project on a day-to-day basis on behalf of CITY, and will
maintain direct communication with CONSULTANT's Project Manager. CITY
may change its Project Manager at any time with notice to CONSULTANT.
6. NON -APPROPRIATION OF FUNDS. Payments due and payable to CONSULTANT for
current Services are within the current budget and within an available, unexhausted and
unencumbered appropriation of the CITY. In the event the CITY has not appropriated sufficient
funds for payment of CONSULTANT Services beyond the current fiscal year, this Agreement will
cover only those costs incurred up to the conclusion of the current fiscal year.
7. FAMILIARITY WITH SERVICES AND SITE.
(A) By executing this Agreement, CONSULTANT represents that it has:
Carefully investigated and considered the scope of Services to be
performed; and
ii. Carefully considered how the Services should be performed; and
iii. Understands the facilities, difficulties, and restrictions attending
performance of the Services under this Agreement.
B. If the Services under this Agreement are to be performed upon any site, or
otherwise require CONSULTANT to access a site, by executing this Agreement
CONSULTANT represents that it has or will investigate the site and is or will be
fully acquainted with the conditions there existing, before commencing the
Services under this Agreement.
8. TERM.
A. The term of this Agreement will be from _ to
Unless otherwise determined by written amendment between the parties, this
Agreement will terminate in the following instances:
Completion of the Services specified in Exhibit(s) " " or
ii. Termination pursuant to Section 17 TERMINATION.
B. Except as otherwise separately and expressly provided by the CITY in writing, the
provisions of this Agreement shall survive any expiration, breach, or termination
of this Agreement, and any completion of the Services.
9. TIME FOR PERFORMANCE. CONSULTANT will not perform any Services under this
Agreement until:
A. CONSULTANT furnishes proof of insurance as required under Section 24
INSURANCE; and
B. CITY gives CONSULTANT a written notice to proceed.
Should CONSULTANT begin Services on any phase in advance of receiving written authorization
to proceed, any such professional Services are at CONSULTANT's own risk.
10. SCHEDULE OF PERFORMANCE AND EXTENSIONS.
A. Should the progress of the Services under this Agreement at any time fall behind
schedule for any reason other than excusable delays CONSULTANT shall apply
such additional manpower and resources as necessary to bring progress of the
Services under this Agreement back on schedule and consistent with the standard
of professional skill and care required by this Agreement. Time is of the essence
in the performance of this Agreement.
B. Should CONSULTANT be delayed by causes beyond CONSULTANT's control,
CITY may grant a time extension for the completion of the contracted Services. If
delay occurs, CONSULTANT must notify the CITY's designated representative
within forty-eight hours (48 hours), in writing, of the cause and the extent of the
delay and how such delay interferes with the Agreement's schedule. The CITY
will extend the completion time, when appropriate, for the completion of the
contracted Services.
11. CHANGES. CITY may order changes in the Services within the general scope of this
Agreement, consisting of additions, deletions, or other revisions, and the contract sum and the
contract time will be adjusted accordingly. All such changes must be authorized in writing,
executed by CONSULTANT and CITY. The cost or credit to CITY resulting from changes in the
Services will be determined in accordance with written agreement between the parties.
12. ADDITIONAL SERVICES.
A. The CITY may request CONSULTANT to provide Services in addition to Scope
of Services, called "Additional Services". Additional Services that incur additional
costs (contingency) of up to 15% of the total contract amount must be authorized
by CITY by change order or other documented means. Costs beyond this amount
must first be approved by CITY in accordance with applicable thresholds and
procedures. Additional Services must be authorized by CITY in writing prior to
performance. CONSULTANT shall be compensated for Additional Services as set
forth in Exhibit(s) " " or as specified in the written authorization.
B. If CONSULTANT believes Additional Services are needed to complete the Scope
of Services, CONSULTANT will provide the CITY with written notification that
contains a specific description of the proposed additional Services, reasons for such
additional Services, and a detailed proposal regarding cost. CITY is under no
obligation to approve any increase in the agreed -upon costs for the performance of
this Agreement.
13. PERMITS AND LICENSES. CONSULTANT, at its sole expense, will obtain and maintain
during the term of this Agreement, all necessary permits, licenses, and certificates that may be
required in connection with the performance of Services under this Agreement.
14. SITE INSPECTION; DISCOVERY OF HAZARDOUS MATERIALS OR LATENT
CONDITIONS. The discovery, presence, handling or removal of hazardous substances is outside
of CONSULTANT's expertise, unless otherwise specified in Exhibit(s) " " , and is not
included in the scope of Services. Should CONSULTANT discover any hazardous material, or
latent or unknown conditions that may materially affect the performance of the Services,
CONSULTANT will immediately inform CITY of such fact and will not proceed except at
CONSULTANT's own risk until written instructions are received from CITY.
15. PREVAILING WAGES. CONSULTANT shall comply with the California Prevailing Wage
Law to the extent it applies to work performed under this Agreement. If applicable,
CONSULTANT shall pay prevailing wages to its employees and shall comply with the additional
provisions set forth below:
(A) CONSULTANT shall pay prevailing wages to its employees on any agreement
when required by applicable law. Copies of the general prevailing rates of per diem
wages for each craft, classification, or type of worker needed to execute the
Agreement, as determined by the Director of the State of California Department of
Industrial Relations, are on file at the County's Capital Projects Office and may be
obtained from the California Department of Industrial Relations website
http://www.dir.ca.gov/OPRL/DPreWageDetennination.htm. CONSULTANT
shall comply with the 8-hours per day/40 hours per week/overtime/working hours
restrictions for all employees, pursuant to the California Labor
Code. CONSULTANT and all subconsultants shall keep and maintain accurate
employee payroll records for Work performed under the Agreement. The payroll
records shall be certified and submitted as required by law, including Labor Code
Sections 1771.4 (if applicable) and 1776, including to the Labor Commissioner no
less frequently than monthly. CONSULTANT shall comply fully with Labor Code
Section 1777.5 in the hiring of apprentices for work relating to the Agreement.
(B) CONSULTANT acknowledges and agrees that it will comply with AB 1768
(effective January 1, 2020), which amended and expanded the definition of
"construction" for which prevailing wages must be paid to include "work
performed during the design, site assessment, feasibility study, and other pre-
construction phases of construction ... regardless of whether any further
construction work is conducted... "
(C) CONSULTANT shall forfeit, as a penalty to Owner, the penalty or penalties as
provided by the California Labor Code, for each laborer, workman, or mechanic
employed in performing labor in and about the Work provided for in the Agreement
for each day, or portion thereof, that such laborer, workman or mechanic is paid
less than the said stipulated rates for any work done under the Agreement by him
or her or by any Subconsultant under him or her, in violation of Articles 1 and 2 of
Chapter 1 of Part 7 of Division II of the California Labor Code. The sums and
amounts which shall be forfeited pursuant to this Paragraph and the terms of the
California Labor Code shall be withheld and retained from payments due to
CONSULTANT the California Labor Code, but no sum shall be so withheld,
retained or forfeited except from the final payment without a full investigation by
either the State Department of Industrial Relations or by Owner. The Labor
Commissioner pursuant to California Labor Code §1775 shall determine the final
amount of forfeiture.
(D) CONSULTANT shall insert in every subcontract or other arrangement which
CONSULTANT may make for performance of Work or labor on Work provided
for in the Agreement provision that Subconsultant shall pay persons performing
labor or rendering service under subcontract or other arrangement not less than the
general prevailing rate of per diem wages for work of a similar character in the
locality in which the Work is performed, and not less than the general prevailing
rate of per diem wages for holiday and overtime work fixed in the California Labor
Code.
(E) CONSULTANT and Subconsultants must keep accurate payroll records, 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 by him or her
in connection with the Work of the Agreement Documents. Each payroll record
shall contain or be verified by a written declaration as required by Labor Code
Section 1776. The payroll records enumerated above must be certified and shall be
available for inspection at all reasonable hours at the principal office of
CONSULTANT as required by Labor Code Section 1776. This Project is subject
to prevailing wage compliance monitoring and enforcement by the Department of
Industrial Relations.
16. WAIVER. CITY's review or acceptance of, or payment for, Services or product prepared by
CONSULTANT under this Agreement will not be construed to operate as a waiver of any rights
CITY may have under this Agreement or of any cause of action arising from CONSULTANT's
performance. A waiver by CITY of any breach of any term, covenant, or condition contained in
this Agreement will 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, whether of the same or different
character.
17. TERMINATION.
(A) Termination for Convenience. CITY may terminate this Agreement at any time
with or without cause by written notice to CONSULTANT.
CONSULTANT will be entitled to recover its costs expended up to the
termination plus reasonable profit thereon to the termination date not to
exceed the total costs under Section 1(C), but may recover no other loss,
cost, damage, or expense.
(B) Termination for Cause. CITY may terminate this Agreement in whole or part for
default should CONSULTANT commit a material breach of this Agreement, and
such breach has not been cured within fifteen (15) calendar days of the date of
CITY's written notice to CONSULTANT demanding such cure. In the event CITY
terminates this Agreement for default, CONSULTANT will be liable to CITY for
all costs to cure the deficiencies, and all loss, cost, expense, damage, and liability
resulting from such breach and termination.
(C) Upon receiving a termination notice, CONSULTANT will immediately cease
performance under this Agreement unless otherwise provided in the termination
notice. Except as otherwise provided in the termination notice, any Services
performed by CONSULTANT after receiving a termination notice will be
performed at CONSULTANT'S own cost; CITY will not be obligated to
compensate CONSULTANT for such Services.
(D) Upon a termination, all finished or unfinished documents, data, studies, surveys,
drawings, maps, reports and other materials prepared by CONSULTANT will
become CITY's property and CONSULTANT will deliver any such items in its
possession to CITY within thirty (30) days of termination.
(E) Should the Agreement be terminated pursuant to this Section, CITY may procure
on its own terms Services similar to those terminated.
18. OWNERSHIP OF DOCUMENTS. All documents, data, studies, drawings, maps, models,
photographs and reports prepared by CONSULTANT under this Agreement are CITY's property.
CONSULTANT may retain copies of said documents and materials as desired, but will deliver all
original materials to CITY upon CITY's written notice. CITY agrees that use of
CONSULTANT's Services for purposes other than identified in this Agreement is at CITY's own
risk.
19. PUBLICATION OF DOCUMENTS. Except as necessary for performance under this
Agreement, CONSULTANT will not release copies, sketches, or graphs of materials, including
graphic art services, prepared pursuant to this Agreement to any other person or public entity
without CITY's prior written approval. All press releases, including graphic display information
to be published in newspapers or magazines, will be approved and distributed solely by CITY,
unless otherwise provided by written agreement between the parties.
20. INDEMNIFICATION AND LIABILITY.
(A) To the fullest extent permitted by law, CONSULTANT shall defend (with legal
counsel reasonably acceptable to CITY), indemnify and hold harmless CITY and
its officers, agents, departments, officials, representatives and employees
(collectively "Indemnitees") from and against any and all claims, loss, cost,
damage, injury (including, without limitation, economic harm, injury to or death of
an employee of CONSULTANT or its subconsultants), expense and liability of
every kind, nature and description that arise from or relate to (including, without
limitation, incidental and consequential damages, court costs, attorneys' fees,
litigation expenses and fees of expert consultants or expert witnesses incurred in
connection therewith and costs of investigation) that arise from or relate to, directly
or indirectly, in whole or in part, from: (1) CONSULTANT's performance of
Services under this Agreement, or any part thereof, (including any additional
services authorized by CITY in writing) (2) any negligent act or omission of
CONSULTANT, any subconsultant, anyone directly or indirectly employed by
them, or anyone that they control; (3) any actual or alleged infringement of the
patent rights, copyright, trade secret, trade name, trademark, service mark or any
other intellectual or proprietary right of any person or persons in consequence of
the use by CITY, or any other Indemnitee, of articles or Services to be supplied in
the performance of this Agreement; or (4) any breach of this Agreement
(collectively "Liabilities"). Such obligations to defend, hold harmless and
indemnify any Indemnitee shall not apply to the extent such Liabilities are caused
by the sole negligence or willful misconduct of such Indemnitee, but shall apply to
all other Liabilities. The foregoing shall be subject to the limitations of California
Civil Code section 2782.8 as to any design professional services performed by
CONSULTANT and in particular the limitation on CONSULTANT's duty to
defend whereby such duty only arises for claims relating to the negligence,
recklessness or willful misconduct of CONSULTANT as well as the limitation on
the cost to defend whereby CONSULTANT will only bear such cost in proportion
to CONSULTANT's proportionate percentage of fault (except as otherwise
provided in section 2782.8).
(B) The foregoing indemnification provisions will not reduce or affect other rights or
obligations which would otherwise exist in favor of the CITY and other
Indemnitees.
(C) CONSULTANT shall place in its subconsulting agreements and cause its
subconsultants to agree to indemnities and insurance obligations in favor of CITY
and other Indemnitees in the exact form and substance of those contained in this
Agreement.
21. ASSIGNABILITY. This Agreement is for CONSULTANT's professional services.
CONSULTANT or any subconsultant's attempts to assign the benefits or burdens of this
Agreement without CITY's written approval are prohibited and will be null and void.
22.INDEPENDENT CONTRACTOR. CONSULTANT shall at all times be deemed an
independent contractor wholly responsible for the manner in which it performs the Services, and
fully liable for the acts and omissions of its employees, subconsultants and agents. Under no
circumstances shall this Agreement be construed as creating an employment, agency, joint venture
or partnership relationship between CITY and CONSULTANT, and no such relationship shall be
implied from performance of this Agreement. Terms in this Agreement referring to direction from
CITY shall be construed as providing for direction as to policy and the result of Services only, and
not as to means and methods by which such a result is obtained. CONSULTANT shall pay all
taxes (including California sales and use taxes) levied upon this Agreement, the transaction, or the
Services and/or goods delivered pursuant hereto without additional compensation, regardless of
which party has liability for such tax under applicable law, and any deficiency, interest or penalty
asserted with respect thereto. CONSULTANT shall pay all other taxes including but not limited
to any applicable City business tax, not explicitly assumed in writing by CITY hereunder.
CONSULTANT shall comply with all valid administrative regulations respecting the assumption
of liability for the payment of payroll taxes and contributions as above described and to provide
any necessary information with respect thereto to proper authorities. CONSULTANT has no
authority to bind the CITY.
23. AUDIT OF RECORDS. CONSULTANT will maintain full and accurate records with respect
to all Services and matters covered under this Agreement. Those records include, without
limitation, correspondence, internal memoranda, calculations, books and accounts, accounting
records documenting its services under its Agreement, and invoices, payrolls, records and all other
data related to matters covered by this Agreement. CITY and its designees will have free access
at all reasonable times to such records, including the right to audit, examine, and make copies,
excerpts, and transcripts from such records, and to inspect all program data, documents,
proceedings and activities. If CITY receives funds from another governmental entity for the
payment in whole or part of the Services, that governmental entity will have all rights the CITY
has under this Section. CONSULTANT will retain all records subject to this Section for at least
three (3) years after termination or final payment under this Agreement.
24. INSURANCE. [All insurance terms subject to review and approval of City Risk Manager]
(A) Before commencing performance under this Agreement, and at all other times this
Agreement is effective, CONSULTANT will procure and maintain the following
types of insurance with coverage limits complying, at a minimum, with the limits
set forth below:
Type of Insurance
Commercial general liability:
Professional liability
Business automobile liability
Workers compensation
Limits
$1,000,000
$1,000,000
$1,000,000
Statutory requirement
(B) Commercial general liability insurance will meet or exceed the requirements of
ISO-CGL Form No. CG 00 01 11 85 or 88. The amount of insurance set forth
above will be a combined single limit per occurrence for bodily injury, personal
injury, and property damage for the policy coverage. Automobile coverage will
be written on ISO Business Auto Coverage Form CA 00 01 06 92, including
symbol I (Any Auto). Liability policies will be endorsed to name CITY, its
officials, and employees as "additional insureds" under said insurance coverage
and to state that such insurance will be deemed "primary" such that any other
insurance that may be carried by CITY will be excess thereto. Such endorsement
must be reflected on ISO Form No. CG 20 10 11 85 or 88, or equivalent. Such
insurance will be on an "occurrence," not a "claims made," basis and will not be
cancelable or subject to reduction except upon thirty (30) days prior written notice
to CITY.
(C) Professional liability coverage will be on an "occurrence basis" if such coverage
is available, or on a "claims made" basis if not available. When coverage is
provided on a "claims made basis," CONSULTANT will continue to renew the
insurance for a period of at least three (3) years after this Agreement expires or is
terminated. Such insurance will have the same coverage and limits as the policy
that was in effect during the term of this Agreement, and will cover
CONSULTANT for all claims made by CITY arising out of any errors or
omissions of CONSULTANT, or its officers, employees or agents during the time
this Agreement was in effect.
(D) CONSULTANT will furnish to CITY duly authenticated Certificates of Insurance
evidencing maintenance of the insurance required under this Agreement,
including endorsements, and such other evidence of insurance or copies of
policies as may be reasonably required by CITY from time to time. Insurance
must be placed with California -admitted insurers with (other than workers
compensation) a current A.M. Best Company Rating of at least "A:VII."
(E) Waiver of Subrogation: The insurer(s) agree to waive all rights of subrogation
against CITY, its elected or appointed officers, officials, agents, volunteers and
employees for losses paid under the terms of the workers compensation policy
which arise from work performed by CONSULTANT for CITY.
(F) Should CONSULTANT, for any reason, fail to obtain and maintain the insurance
required by this Agreement, CITY may obtain such coverage at
CONSULTANT's expense and deduct the cost of such insurance from payments
due to CONSULTANT under this Agreement or terminate pursuant to contract
language. hi the alternative, should CONSULTANT fail to meet any of the
insurance requirements under the Agreement, City may terminate this Agreement
immediately with no penalty.
(G) Should CONSULTANT'S insurance required by this Agreement be cancelled at
any point prior to expiration of the policy, CONSULTANT must notify City
within 24 hours of receipt of notice of cancellation. Furthermore,
CONSULTANT must obtain replacement coverage that meets all contractual
requirements within 10 days of the prior insurer's issuance of notice of
cancellation. CONSULTANT must ensure that there is no lapse in coverage.
(H) The CITY shall be entitled to any coverage in excess of the minimums required
herein.
(I) COVID-19. CONSULTANT shall ensure its insurance coverages cover claims
and/or losses related to the COVID-19 pandemic to the extent such insurance
coverage is available. If such insurance is unavailable, but becomes available
during the life of the contract, CONSULTANT shall procure a policy and name the
City as additionally insured.
25. INCIDENTAL TASKS. CONSULTANT will meet with CITY monthly to provide the status
on the Services, which will include a schedule update and a short narrative description of progress
during the past month for each major task, a description of the Services remaining and a description
of the Services to be done before the next schedule update.
26. DISPUTE RESOLUTION.
(A) In the event of any dispute between CONSULTANT and CITY regarding any
claim, demand or request by CONSULTANT for time, money, or additional
compensation for any reason whatsoever CONSULTANT shall submit to CITY,
within 21 days of CONSULTANT's first knowledge of the dispute, a written
description of CONSULTANT's claim, demand or request that provides a narrative
of the pertinent events, the contractual basis of the CONSULTANT's position,
pricing calculations (if applicable) and attaches supporting documentation. CITY
will then review the issue and make a decision thereon. If CONSULTANT shall
fail to provide timely notice of any such claim, demand or request, then
CONSULTANT shall waive is rights to such claim, demand or request, unless
CONSULTANT can demonstrate a manifest lack of prejudice to CITY resulting
from such late notice. CONSULTANT shall continue its work throughout the
course of any dispute, and CONSULTANT's failure to continue work during a
dispute shall be a material breach of this Agreement.
(B) If the CITY denies CONSULTANT's claim, demand, or request in whole or part
and CONSULTANT disagrees, and the claim, demand or request exceeds $50,000
then the parties shall, as a precondition to initiating litigation, submit the dispute
claim, demand, or request to the Los Angeles JAMS office for non -binding
mediation under the appropriate rules. The parties may agree to any other dispute
resolution process. Nothing herein will limit CONSULTANT's obligation to
timely submit to CITY a statutory Government Code Claim, in accordance with
Government Code sections 910 et seq.
27. NOTICES. All communications to either party by the other party will be deemed made when
received by such parry at its respective name and address as follows:
If to CONSULTANT: If to CITY:
ATTN:
City of Santa Clarita
ATTN: Kenneth W. Striplin, City Manager
23920 Valencia Boulevard, Suite 300
Santa Clarita, CA 91355
Any such written communications by mail will be conclusively deemed to have been received by
the addressee three days after deposit thereof in the United States mail, postage prepaid and
properly addressed as noted above. In all other instances, notices will be deemed given at the time
of actual delivery. Changes may be made in the names or addresses of persons to whom notices
are to be given by giving notice in the manner prescribed in this Section.
28. CONFLICT OF INTEREST. CONSULTANT will comply with all conflict of interest laws
and regulations including, without limitation, CITY's Conflict of Interest Code (on file in the City
Clerk's Office). It is incumbent upon the CONSULTANT or CONSULTING FIRM to notify the
CITY pursuant to Section 27 NOTICES of any staff changes relating to this Agreement.
A. hi accomplishing the Scope of Services of this Agreement, all officers, employees
and/or agents of CONSULTANT(S), unless as indicated in Subsection (B), will be
performing a very limited and closely supervised function, and, therefore, unlikely
to have a conflict of interest arise. No disclosures are required for any officers,
employees, and/or agents of CONSULTANT, except as indicated in Subsection
(B).
Initials of Consultant
(B) hi accomplishing the Scope of Services of this Agreement, CONSULTANT will
be performing a specialized or general service for the CITY, and there is substantial
likelihood that the CONSULTANT's Services product will be presented, either
written or orally, for the purpose of influencing a governmental decision. As a
result, the following CONSULTANT personnel shall be subject to the Disclosure
Category "1" of the CITY's Conflict of Interest Code:
29. SOLICITATION. CONSULTANT maintains and warrants that it has not employed nor
retained any company or person, other than CONSULTANT's bona fide employee, to solicit or
secure this Agreement. Further, CONSULTANT warrants that it has not paid nor has it agreed to
pay any company or person, other than CONSULTANT's bona fide employee, any fee,
commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting
from the award or making of this Agreement. Should CONSULTANT breach or violate this
warranty, CITY may rescind this Agreement without liability.
30. THIRD PARTY BENEFICIARIES. CONSULTANT's subconsultants shall agree to be
bound to the terms of the Agreement to the extent of their scope of services, including but not
limited to, terms regarding indemnity and dispute resolution, and shall agree that CITY is deemed
an express third party beneficiaries of their subconsultant agreement. Nothing in this Agreement,
however, shall operate to confer such or similar rights or benefits on persons or entities not party
to this Agreement.
31. INTERPRETATION. This Agreement was drafted in, and will be construed in accordance
with the laws of the State of California. The exclusive venue for any action involving this
Agreement will be in Los Angeles County.
32. ENTIRE AGREEMENT. This Agreement, and its Attachments, sets forth the entire
understanding of the parties with respect to the subject matter hereof. There are no other
understandings, terms or other agreements expressed or implied, oral or written.
There is/are ( ) Exhibits (s) to this Agreement. To the extent of a conflict between this
Agreement and one of the Exhibits, the terms of the Agreement shall take precedence. This
Agreement will bind and inure to the benefit of the parties to this Agreement and any subsequent
successors and assigns.
33. RULES OF CONSTRUCTION. Each party had the opportunity to independently review
this Agreement with legal counsel. Accordingly, this Agreement will be construed simply, as a
whole, and in accordance with its fair meaning; it will not be interpreted strictly for or against
either party.
34. SEVERABILITY. If any portion of this Agreement is declared by a court of competent
jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent
necessary in the opinion of the court to render such portion enforceable and, as so modified, such
portion and the balance of this Agreement will continue in full force and effect.
35. AUTHORITY/MODIFICATION. The parties represent and warrant that all necessary
action has been taken by the parties to authorize the undersigned to execute this Agreement and to
engage in the actions described herein. To the extent of any contingency above the original
Agreement amount previously approved by the CITY's City Council, additional Services may be
added to this Agreement by an additional authorization executed by both parties. This Agreement
may be otherwise modified by written amendment, which generally requires approval of the
CITY's City Council. CITY's City Manager, or designee, may execute any such authorization or
amendment on behalf of CITY.
36. CAPTIONS. The captions of the sections and paragraphs of this Agreement are for
convenience of reference only and will not affect the interpretation of this Agreement.
37. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this
Agreement.
38. DELAY. CONSULTANT shall complete all Services required by this Agreement within the
times specified in the Agreement, except where (1) an event outside of CONSULTANT's
reasonable control causes a delay and (2) CONSULTANT promptly advises CITY of such delay
(such prompt notice to occur no more than 15 days after the first occurrence of the delay). Such
events shall be limited to: acts of neglect by CITY or CITY's agents or by consultants when acting
at CITY's direction; breaches of this Agreement by CITY; Acts of God such as fire and flood;
explosion, acts of terrorism, war and embargo; and other similar causes beyond the Parties'
reasonable control. In the event of an excusable delay the City may elect whether to terminate this
Agreement or extend the time for performance.
39. FORCE MAJEURE. Except for defaults of subcontractors at any tier, CONSULTANT shall
not be liable for any excess costs if the failure to perform the Agreement arises from causes beyond
the control and without the fault or negligence of CONSULTANT, including without limitation
failure to reasonably mitigate any adverse impacts (Force Majeure).
Force Majeure events include the following: Acts of God, fires, floods, earthquake, other natural
disasters, epidemics and pandemics (other than COVID-19 or variants), abnormal weather
conditions beyond the parameters otherwise set forth in this Article, nuclear accidents, strikes,
lockouts, freight embargos, interruptions in service by a regulated utility, or governmental
statutes or regulations enacted or imposed after the fact (together, "force majeure events").
40. PROTECTION OF RESIDENT WORKERS. The CITY actively supports the Immigration
and Nationality Act (INA) which includes provisions addressing employment eligibility,
employment verification, and nondiscrimination. Under the INA, employers may hire only
persons who may legally work in the United States (i.e., citizens and nationals of the U.S., and
aliens authorized to work in the U.S.). The employer must verify the identity and employment
eligibility of anyone to be hired, which includes completing the Employment Eligibility
Verification Form (Form I-9), reviewing required proofs of both identify and employment
authorization, and retaining the Form I-9 for the required period. Updated form I-9 information is
available at www.uscis.gov. The CONSULTANT shall establish appropriate procedures and
controls so no Services or products under the Agreement will be performed or manufactured by
any worker who is not legally eligible to perform such Services or employment.
41. COVID-19. Prior to execution of the Agreement, the State of California declared a state of
emergency and issued a stay at home order in connection with the COVID-19 pandemic, and the
County of Los Angeles ("County") issued numerous orders relating to COVID-19, including
without limitation an Order to Shelter in Place, originally dated March 17, 2020 (as subsequently
extended and amended, including after the date of the Agreement, the "County Order"). In no
event shall CONSULTANT be entitled to any additional compensation in connection with any
delay or costs associated with the COVID 19 pandemic, the County Order, or any other
governmental requirements or regulations in connection therewith, whether currently existing or
hereinafter enacted. In the event of any conflict between the terms of this Section and any other
provision of the Agreement, in all events, the terms of this Section shall control.
CONSULTANT's safety and logistics plans prepared in connection with this Contract
specifically takes into account the COVID-19 Pandemic, the County Order, and all other
governmental requirements or regulations regarding COVID-19 as of the date of the Contract,
including without limitation all safety measures required.
42. SAFETY OF PERSONS AND PROPERTY. CONSULTANT shall comply with, and give
notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful
orders of public authorities, bearing on safety of persons or property or their protection from
damage, injury, or loss, including without limitation the County Order and all other
governmental requirements or regulations regarding COVID-19, all as may be amended from
time to time.
43. FACSINIILE OR ELECTRONIC TRANSNIISSION OF CONTRACT AND
SIGNATURE. The parties agree that this Agreement may be transmitted and signed by facsimile
or electronic mail by either/any or both/all parties, and that such signatures shall have the same
force and effect as original signatures, in accordance with California Government Code section
16.5 and Civil Code section 1633.7.
44. STANDARD SUPPLEMENTAL PROVISIONS. Notwithstanding Section 32 ENTIRE
AGREEMENT above, the following Standard Supplemental Provision(s), attached to this
Agreement, is(are) incorporated herein by this reference and takes precedence over any conflicting
provision of this Agreement: [Insert name of any applicable SSP(s), and attach only that
SSP(s)—omit remaining SSP(s). Insert "None" if applicable.]
[SIGNATURES ON NEXT PAGE]
IN WITNESS WHEREOF, the parties hereto have executed this contract on the date set forth
below.
FOR CONSULTANT:
M.
Print Name & Title
Date:
FOR CITY OF SANTA CLARITA:
KENNETH W. STRIPLIN, CITY MANAGER
City Manager
Date:
APPROVED AS TO FORM:
JOSEPH M. MONTES, CITY ATTORNEY
City Attorney
Date:
IF CORPORATION:
By:
Print Name & Title
Date: