HomeMy WebLinkAbout10 AB 811 - OC SUNERGY PROGRAMTUSTIN
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BUILDING OUR FUTURE
HONORING OUR PAST
MEETING DATE:
TO:
FROM:
SUBJECT:
AGENDA REPORT
DECEMBER 1, 2009
WILLIAM A. HUSTON, CITY MANAGER
COMMUNITY DEVELOPMENT DEPARTMENT
Agenda Item 1
Reviewed:
City Manager
Finance Director N/A
CITY/COUNTY FINANCING INITIATIVE FOR RENEWABLE AND SOLAR
TECHNOLOGY (FIRST) PROGRAM, OC SUNERGY PROGRAM
SUMMARY:
Assembly Bill 811, passed in July of 2008, allows local governments to form
assessment districts and property owners to install renewable energy and energy
efficiency improvements that are permanently fixed on their properties and have the
financing incorporated into their property tax payment. In response, the County of
Orange initiated the City/County Financing Initiative for Renewable and Solar
Technology (FIRST) Program also known as OC Sunergy Program and invited cities in
Orange County to participate to allow for a countywide program. Staff is seeking
authorization to participate in the City/County FIRST Program and have the Mayor
execute Memorandum of Understanding or Joint Powers Agreement as it becomes
available.
RECOMMENDATION:
That the Tustin City Council authorize staff to participate in the City/County Financing
Initiative for Renewable and Solar Technology (FIRST) Program also known as OC
Sunergy Program.
FISCAL IMPACT:
There are no fiscal impacts associated with this action since the program would use bond
financing to support the installation of permanently fixed, energy efficiency systems. No
impact to General Funds is anticipated.
BACKGROUND AND DISCUSSION:
The State of California enacted Assembly Bill (AB) 32, the Global Warming Solutions
Act of 2006, to reduce the production of greenhouse gas emissions (GHGs) that
contribute to global warming. Subsequently AB 811, Contractual Assessment: Energy
Efficiency Improvements Statute of 2008 was enacted to implement the provisions of
AB 32. AB 811 allows local jurisdictions to establish a financing district wherein
property owners can voluntarily enter into a contractual agreement with local
jurisdictions for the installation of permanently fixed, energy efficiency systems and pay
back the loan through an assessment on their property tax bills. The intent of AB 811 is
City Council Report
City/County FIRST Program
OC Sunergy
Page 2
to increase energy conservation efforts by alleviating the up-front capital investment
burden to the property owner and thus making the installation of energy efficiency
improvements more accessible and attractive.
Recently, the County of Orange initiated the City/County Financing Initiative for
Renewable and Solar Technology (FIRST) Program also known as OC Sunergy to
provide a financing structure and options for property owners to install solar and other
energy efficiency systems for both residential and commercial properties. The program
would use bond financing to support the installation of permanently fixed, energy
efficiency systems. Property owners would participate on a voluntary basis and would
pay off their loan through their property tax bills similar to voluntary assessment
payment structure.
With the cost of the solar power units incorporated into the property tax payment,
property owners are able to spread out the cost of the units which run anywhere from
$25,000 to $50,000 over 10 to 20 years while receiving the benefit of lower utility bills
and then transfer that savings to the new owner in the event of a sale of the property. If
an owner stays in the home past 10 to 20 years, the owner will have paid for the system
and then be able to continue to reap the benefits of a lower energy bill.
The following briefly describe the City/County FIRST Program description, eligible
improvements, benefits, and structure of the FIRST Program
Program Description
Generally the City/County FIRST Program would provide the following:
• Property owners (residential and commercial) would voluntarily install solar
electric and thermal systems and make energy efficiency improvements to their
buildings and pay for the cost over twenty (20) years through an annual
assessment on their property tax bills or through other financial loan programs.
• No property owner would be subject to an assessment unless they themselves
elect to participate in the program.
• Those who participate and have the qualifying energy efficient systems installed
on their property would pay for the cost of their project (including principal,
interest, reserves and administrative costs) and fees to administer the program.
• Individual property owners would select from an approved list of qualified private
solar installers and contractors for energy efficiency and solar projects.
• Legislation and a validation suit are necessary to confirm the financing plan
structure.
• It is proposed that funding for the FIRST Program be provided through the
issuance of bonds that is repaid semi-annually through a new line-item on the tax
bills of participating property owners.
• The FIRST Program is designed to avoid any County and any participating cities
subsidy or any exposure to the County and any participating cities' general funds.
City Council Report
City/County FIRST Program
OC Sunergy
Page 3
Qualified energy efficiency improvements could include:
• Solar Panels
• Energy efficient air conditioning and ventilation systems
• Energy efficient furnace
• Energy efficient pool pumps
• Energy efficient windows, doors and skylights
• Installation of window films, double-pane windows
• Tankless water heating equipment
• White -roofs and coatings
• Installation of additional insulations
Some of the Benefits of the City/County FIRST Program include, but not limited to:
• Low or no out of pocket expenses to property owners.
• Lower utility bill, both current and future.
• Cities/counties may offer low or fixed interest rate to finance the installation.
• If the home or businesses are sold, new buyer can assume the remaining
payments.
• Solar power is significantly cheaper than electricity power especially when the
cost is spread over a long period of time.
• Reduce consumption of fossil fuels and decrease emissions of greenhouse
gases.
• The program could create more demand for solar power systems and other
energy efficient equipment which will in turn create more jobs in the solar and
energy efficient industry/manufacturer.
• The installation works of solar power systems or other energy efficient
improvements would create local employment.
City and Counfy Partnership
The County has invited Orange County cities to partner in this program to allow the
program to be offered on a countywide basis (Attachment A -County Invitation). The
following describes the partnership:
• The County and participating cities would enter into an agreement (e.g.,
Memorandum of Understanding or Joint Powers Agreement) that would set forth
the obligations of the County and cities. This agreement would be executed by
the Mayor when it becomes available at a later date.
• A program administrator will be selected through an RFP process to administer
the FIRST Program on behalf of the County and participating Cities.
• The County released the RFP on October 8, 2009 with due date of November 18,
2009 (Attachment B).
• The County will lead the selection process in collaboration with city
representatives, manage the contract, confirm program financing, and monitor
performance.
City Council Report
City/County FIRST Program
OC Sunergy
Page 4
• The selected Program Administrator will be responsible for all aspects of
operating the program including, but not limited to: bond financing, marketing,
website management, vendor registration, and participant satisfaction.
• The Program Administrator fees and all associated program costs will be paid
through program participant fees and there are to be no ongoing costs to the
County or participating cities.
Other locally-sponsored FIRST Programs have been successfully established in other
jurisdictions utilizing the provisions of AB 811 (e.g., City of Berkeley and County of
Sonoma). These jurisdictions have relied upon consultant firms to assist with program
development and implementation.
Should the Council wish to participate in the FIRST Program, the Council is asked to
authorize staff to initiate partnership with the County of Orange for participating in the
City/County FIRST Program and have the Mayor execute the Memorandum of
Understanding or Joint Powers Agreement when it becomes available.
~~~~~~~
Jut a Willkom
Principal Planner
~~
Elizabeth A. Binsack
Community Development Director
Attachments:
A. County Invitation to Join the City/County FIRST (OC Sunergy) Program
B. Orange County First Program Request for Proposal
S:~Cdd~CCREPORT~2009NB 811 (OC Sunergy Pragram).AOc
ATTACHMENT A
County Invitation to Join the City/County FIRST (OC Sunergy)
Program
November 4, 2009
Doug Davert, Mayor
City of Tustin
300 Centennial Way
Tustin, CA 92'780
FATRICIA C. BATES
CHAIR, ORANGE COUNTY BOARD OF SUPERVISORS
SUPERVISOR, FIFTH DISTRICT
ORANGE COUNTV HALL OF ADMINISTRATION
333 W. SANTA ANA BLVD.
P.O. BOX 687, CALIFORNIA 92701
PHONE (714) 834-3550 FAX (714) 834-2670
http://bos.ocgov.com/fifth/
Subject: Invitation to Join the OC Sunergy Program
I-ionorable Mayor Davert:
~~~~/ ~:~ ~~ ~~la~
On behalf of the Orange County Board of Supervisors, I would like to invite your city to join the County as
we kick-off the OC Sunergy program. OC Sunergy is an innovative program which will facilitate the
development of a financing structure and options for residential and commercial property owners to install
solar and other energy efficiency systems in support of efforts to reduce the County's greenhouse gas
emission.
The County will utilize the provisions of AB 811 to establish the OC Sunergy Program. The program will
use bond financing to support the installation of permanently fixed, energy efficiency systems with no
upfront costs. Property owners would participate on a voluntary basis and would pay off their loan through
their property tax bill similar to a voluntary assessment payment structure. The property owners will also
have the opportunity to obtain energy audits, energy efficiency improvements (i.e., double-pane windows,
insulation, updated furnace or air conditioning, etc.) and the latest available solar technology through their
participation in the program.
The County would like to partner with your City to offer this program to property owners within your
jurisdiction. OC Sunergy program is expected to create "green jobs" and help stimulate the economy in
Orange County. I believe, working together, we can make OC Sunergy a success and a model for other
programs throughout the United States.
If you have any questions or would like further information regazding this innovative program, please
contact Jess A. Cazbajal, OC Public Works Interim Director at (714) 66'7-3217.
Sincerely,
lid.
Pat Bates, Chair
Orange County Board of Supervisors
cc: Members, Boazd of Supervisors
Tom Mauk, CEO
Alisa Drakodaidis, Deputy CEO
Jess A. Cazbajal, Interim Director, OC Public Works
ATTACHMENT B
Orange County First Program Request for Proposal
,dlr O R A N G E C O U N T Y
~PublicWorks
Our Community. Our Commitmenf.
.E~DMINISTRATION
PURU~IASING ~ CONTRACT SERVIUES
REQUEST FOR PROPOSALS
CIT~l~'oUNTY FIRST PROGRAM
(FINANCING INITIATIVE FOR RENEV~ABLE
AND SOLAR TECIINOLOG~~
RFP No. 480-59187
County of Orange, OCPublic Works RFF# 080-591872
City/County FIRST Program Cover Page
REQUEST FOR PROPOSALS
~` ORANGE COUNTY
O~
~,S'l
~ Publie Works/Administration
Purchasing & Contract Services
o 300 N. Flower Street, Ste. 838
~ ~ Santa Ana, CA 92703
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9~lFOR~
PROPOSALS MUST BE
RECEIVED
AT OR PRIOR TO 4:00 P.M. PDST
ON
November 18, 2009
PROPOSAL NUMBER:
080-591872
INSTRUCTIONS:
1. SUBMIT 1 SIGNED ORIGINAL, 10 COPIES AND 1
SOFT COPY IN MS WORD ON COMPACT DISC (CD)
OF YOUR PROPOSAL.
2. RETURN THIS PAGE SIGNED, WITH PROPOSAL.
3. ALL PROPOSALS ARE TO BE IDENTIFIED WITH
RFP #, AND RETURNED IN A SEALED ENVELOPE
OR PACKAGE.
4. DECLINATION - IN THE EVENT YOU ELECT NOT
TO SUBMIT A PROPOSAL, INFORM US ON THIS
FORM AND RETURN BY THE DUE DATE
INDICATED.
5. FOR FURTHER INFORMATION, CONTACT:
Adriana Pineda
OC Public Works/Purchasing
Adriana.Pineda@OCPW. ocgov.com
FAX 714.834.4569
DATE: October 8, 2009
REQUEST FOR PROPOSALS ("RFP")
The County of Orange, California (hereinafter "County") is a charter county encompassing 798 square
miles, 34 cities and a population of over 3 million people. Through this competitive process, the County
intends to contract with a firm to provide and administer an AB 811 Financing Initiative for Renewable
and Solar Technology Program ("FIRST Program"), which is proposed to be referred to as "OC Sunergy."
. The intent is to develop finance programs in accordance with AB 811 to allow County property owners
(residential and/or commercial) to install renewable energy systems and to make energy efficiency
improvements to their properties.
OC Public Works, on behalf of the County and participating Cities, is soliciting proposals from qualified
firms (hereinafter referred to as "Respondents"), to administer a fmance program that includes turn-key
professional services, program administration and financing or bond purchase agreement services for the
FIRST Program at very low risk to the County or the participating Cities.
The FIRST Program would provide a financing structure and options for property owners to install solar
and other energy efficient systems, which would contribute toward reducing the entire County's carbon
footprint. Property owners would have the option to participate in the program on a volunteer basis and
may be able to pay off their loan with an increase in their property tax billing. The successful Respondent
would administer the FIRST Program on behalf of the County and participating Cities. Respondents must
address two of the largest barriers to installation of energy efficiency or solar building systems: 1) upfront
installation costs (which should be eliminated or significantly reduced); and 2) concern that the customer
will move from the property before the investment pays off through utility bill savings.
The awarded contract (hereinafter referred to as "Contract") will be a fixed fee for service contract that is
translated into afull-recoverable percentage using a mutually agreed upon formula, between the County,
the participating Cities, as necessary, and the selected Respondent (hereinafter referred to as "Contractor")
in accordance with the attached Scope of Work. Refer to Section III, Attachment A of this RFP for a
description of the Scope of Work. Respondents must meet the minimum qualifications and requirements
set forth herein.
591872 Page
1 of 18
County of Orange, OCPublic Works RFP# 080-591872
City/County FIRST Program Cover Page
This Request for Proposals is set out in the following format:
SECTION I. Introduction and Instructions to Respondents
SECTION II. Response Requirements
SECTION III. Model Contract
All questions and inquiries related to this RFP must be directed to: Adriana Pineda, County Deputy
Purchasing Agent ("DPA"), OC Public Works/Purchasing, 300 N. Flower St., Santa Ana, CA 92703.
Email address: Adriana.Pineda@OCPW.ocgov.com, Fax: (714) 834-4569.
Respondents are not to contact other County personnel with any questions or clarifications
concerning this RFP. OC Public Works/Purchasing will provide all official communication concerning
this RFP. Any County response relevant to this RFP other than through or approved by the OC Public
Works/Purchasing Department is unauthorized and will be considered invalid.
I HAVE READ, UNDERSTOOD AND AGREE TO ALL STATEMENTS IN THIS REQUEST FOR
PROPOSALS, AND TO THE TERMS, CONDITIONS AND ATTACHMENTS REFERENCED HEREIN.
Date: Company Legal Name:
*Authorized Signature Name Title
*Authorized Signature Name Title
* If the Respondent is a corporation, (2) two signatures are required: one (1) signature by the Chairman of
the Board, the President or any Vice President; and one (1) signature by the Secretary, any Assistant
Secretary, the Chief Financial Officer or any Assistant Treasurer. The signature of one person alone is
sufficient to bind a corporation, as long as he or she holds corporate offices in each of the two categories
described above. For County purposes, proof of such dual office holding will be satisfied by having the
individual sign the instrument twice, each time indicating his or her office that qualifies under the above
described provision. In the alternative, a single corporate signature is acceptable when accompanied by a
corporate resolution demonstrating the legal authority of the signatory to bind the corporation.
RETURN THIS SHEET WITH YOUR RESPONSE
591872 Page
2 of 18
County of Orange, OC Public Works RFP# 080-591872
City/County FIRST Program Table of Contents
TABLE OF CONTENTS
Page No.
COVER PAGE ...............................................................................................................................1
TABLE OF CONTENTS ...............................................................................................................3
SECTION I: INTRODUCTION AND INSTRUCTIONS TO RESPONDENTS
A. Introduction ....................................................................................................................4
B. Proposed Time Schedule ................................................................................................4
C. Instructions to Respondents and Procedures for Submittal ............................................4
D. Evaluation Process and Criteria .....................................................................................8
E. Selection/Award Procedures ..........................................................................................9
F. Orange County Child Support and W-9 Requirements ..................................................9
SECTION II: RESPONSE REQUHtEMENTS
Minimum Qualifications/Requirements .............................................................................11
Part 1
1. Cover Letter ................................................................................................................12
2. Validity of Proposal ....................................................................................................12
3. Certification of Understanding ...................................................................................13
4. Minimum Qualifications/Requirements Statement .....................................................13
5. Certificate of Insurance ...............................................................................................13
6. Child Support Enforcement and W-9 Requirements ..................................................13
7. Conflict of Interest ......................................................................................................13
8. Statement of Compliance ............................................................................................14
Part 2
Company Profile ...............................................................................................................15
Part 3
Respondent's Proposal ......................................................................................................16
SECTION III: MODEL CONTRACT
Table of Contents ................................................................................................................. 1
Model Contract ..................................................................................................................... 3
Attachment A -Scope of Work ......................................................................................... 19
Attachment B -Contractor's Pricing ................................................................................. 23
Attachment C - Staffmg Plan ............................................................................................. 27
EXHIBITS
Exhibit 1 -0range County Child Support Enforcement Certification Requirements ........ 28
591872 Page
3of18
SECTION I
INTRODUCTION
AND
INSTRUCTIONS TO RESPONDENTS
County of Orange, OCPublic Works RFP# 080-591872
City/County FIRST Program Section 1
Introduction & Instructions to Respondents
SECTION I: INTRODUCTION AND INSTRUCTIONS TO RESPONDENTS
A. INTRODUCTION
The County is soliciting proposals from qualified Respondents, individually or as a team, to secure
Professional Services, Program Administration and Bond Financing or Purchase Agreement services
for the FIIZST Program.
The County intends that the successful Respondent or team shall provide Professional Services,
Program Administration and Bond Purchase Agreement Services proposed in accordance with the
terms and conditions set forth in Section III -Model Contract, including Attachments. Refer to
Section III, Attachment A, of this RFP for an expanded description of the Scope of Work.
B. PROPOSED TIME SCHEDULE
October 8, 2009 Release of RFP solicitation
October 21, 2009 Mandatory Pre-Proposal Conference at 9:00 A.M. Pacific Daylight Savings Time
October 23, 2009 Written questions from Contractors Due by 4:00 P.M. Pacific Daylight Savings Time
November 18, 2009 Proposals Due/RFP Closing Date and Time - 4:00 P.M. Pacific Daylight Savings Time
December 10, 2009 Notify Selected Firms Re: Oral Presentations
December 15, 2009 Oral Presentations
January 12, 2010 Recommendation of Award
C. INSTRUCTIONS TO RESPONDENTS AND PROCEDURES FOR SUBMITTAL
1. Clearly identified proposals are due by 4:00 P.M. Pacific Daylight Savings Time on the date as
specified on Cover Page, and are to be addressed in a sealed package to:
Re: City/County FIlZST Program
Attn: Adriana Pineda
Orange County
OC Public Works/Purchasing
300 N. Flower Street
Santa Ana, CA 92703-5000
OC PUBLIC WORKS/PURCHASING REGULAR BUSINESS HOURS: Monday through Friday
8:00 a.m. to 12:00 p.m. and
1:00 p.m. to 4:00 p.m.
Proposals must be time-stamped on the outside of the sealed package by the OC Public
Works, Purchasing & Contract Services Receptionist. The delivery location for the receipt
of proposals is the OC Public Works Purchasing & Contract Services Receptionist. It is the
responsibility of the Respondent to ensure that delivery is made to the OC Public Works
Purchasing & Contract Services Receptionist at the above address by the due date and time
specified. Late proposals or proposals delivered to any other location will not be accepted.
Delivery receipts are available upon request.
591872 Page
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County of Orange, OCPublic Works RFP# 080-591872
City/County FIRST Program Section I
Introduction & Instructions to Respondents
2. The County has attempted to provide all information available. It is the responsibility of each
Respondent or team leader to review, evaluate, and, where necessary, request any clarification
prior to submission of a proposal. If any person contemplating submitting a proposal in response
to this RFP is in doubt as to the true meaning of any part of the solicitation documents attached
hereto or finds discrepancies in or omissions from the specifications, they may submit a written
request for clarification/interpretation to the County Deputy Purchasing Agent (DPA).
Adriana.Pineda~a OCPW.ocgov.com
If clarification or interpretation of this solicitation is considered necessary by County, a written
addendum shall be issued. Any interpretation of, or correction to, this solicitation will be made
only by addendum issued by the County Deputy Purchasing Agent. The County will make
reasonable efforts to provide a copy of such addendum to each person/firm receiving the original
solicitation documents directly from the County. However, the County does not guarantee receipt
by Respondent or team leader of all addenda. It is the responsibility of each Respondent or team
leader to periodically check the County Online Bid System at https://www.bidsync.com to ensure
that they have received and reviewed any and all addenda to this solicitation. The County will
not be responsible for any other explanations, corrections, or interpretations of the documents,
including any oral information.
All questions or requests for interpretation must be received by the date and time specified
in Section I (page 4).
3. Proposals must be valid for a period of at least 180 calendar days from the closing date and time
for receipt of proposals. No proposal may be withdrawn after the submission date.
4. Each Respondent must provide: One (1) signed original; ten (10) copies and additionally one
(1) "soft" copy in MS Word on Compact Disc (CD) of their proposal. The original signature
copy is to be clearly marked as "ORIGINAL" on the outside cover and contain original ink
signatures.
All proposals shall be submitted on standard 8.5 x 11-inch paper. All pages must be numbered
and identified sequentially by section. Proposals must be tabbed and indexed in accordance with
the information requested in Section II, Proposal Response Requirements. It is imperative that all
Respondents responding to this RFP comply, exactly and completely, with the instructions set
forth herein. All responses to this RFP shall be typewritten or word-processed (except where
otherwise provided or noted), concise, straightforward, and must fully address each requirement
and question. Although not as a substitute for a complete written response, additional material,
such as technical documents, may be referenced in any response, if the material is included in the
same section as additional information.
6. Proposals are not to be marked as confidential or proprietary. The County may refuse to consider
any proposal so marked. Proposals submitted in response to this RFP may become subject to
public disclosure. The County shall not be liable in any way for disclosure of any such records.
Additionally, all proposals shall become the property of the County and participating Cities. The
County and participating Cities reserve the right to make use of any information or ideas in the
proposals submitted.
7. By submitting a proposal, the Respondent or Team represents that it has thoroughly examined the
County's requirements and are familiar with the services required under this RFP and that it is
qualified and capable of providing the services to achieve the County's objectives.
591872 Page
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County of Orange, OCPublic Works RFP# 080-591872
City/County FIRST Program Section I
Introduction & Instructions to Respondents
8. Each Respondent or team must submit its proposal in strict accordance with all requirements of
this RFP and compliance must be stated in the proposal. Deviations, clarifications and/or
exceptions must be clearly identified and listed separately as alternative items for the
County's consideration as specified in Section II, Part 1, 8. "Statement of Compliance."
After the closing date and time for receipt of proposals, evaluation and, if requested by the
County, oral presentations will commence. Respondents who submit proposals most responsive
to the County's requirements may be asked to give an oral presentation of their proposal to
County staff. The County makes no guarantee as to the number of Respondents selected for oral
presentations. Selected Respondents should be prepared to make its oral presentation within three
(3) business days after notification and be prepared to discuss all aspects of its proposal in detail,
including technical questions regarding the proposal. Respondents shall not be allowed to alter or
amend its proposal through the use of the presentation process.
10. The County reserves the right to negotiate modifications with any Respondent as necessary to
serve the best interests of the County and the participating Cities. Any proposal may be rejected
if it is conditional, incomplete or deviates from specifications in this RFP. The County reserves
the right to waive, at its discretion, any procedural irregularity, immaterial defects or other
improprieties which the County deems reasonably correctable or otherwise not warranting
rejection of the proposal. Any waiver will not excuse a proponent from full compliance.
11. Pre-contractual expenses are not to be included in the Contractor's Pricing (Attachment B). Pre-
contractual expenses are defined as including, but not limited to, expenses incurred by the
Respondent in: a) preparing its proposal in response to this RFP; b) submitting that proposal to
the County; c) negotiating with the County any matter related to the Respondent's proposal; and
d) any other expenses incurred by the Respondent prior to the date of award and execution, if any,
of the Contract.
12. The County reserves the right to: a) negotiate the fmal Contract with any Respondent(s); b)
withdraw this RFP in whole or in part at any time without prior notice (the County makes no
representations that any Contract will be awarded to any Respondent responding to this RFP.); c)
award its total requirements to one Respondent or to apportion those requirements among two or
more Respondents; and/or d) reject any proposal if it is conditional, incomplete or deviates
significantly from the services requested in this RFP.
In addition, negotiations may or may not be conducted with Respondent; therefore, proposals
submitted should contain the Respondent's most favorable terms and conditions, since the
selection and award maybe made without discussion with any Respondent.
13. County reserves the right to request Best and Final Offers (BAFOs) from the highest ranking
Respondents. The requirements, terms and conditions, and scope of work of the BAFO may vary
significantly from this RFP. The decision concerning the number of Respondents requested to
submit BAFOs rests solely with County DPA.
14. Where two or more Respondents desire to submit a single proposal in response to this solicitation,
they must do so on a prime/subcontractor basis rather than as a joint venture. The County intends
to contract with a single firm that may subcontract with multiple firms (team) but not with
multiple firms doing business as a joint venture.
15. The County does not require and neither encourages nor discourages the use of advocates or other
consultants for the purpose of securing business.
591872 Page
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County of Orange, OCPublic Works RFP# 080-591872
City/County FIRST Program Section 1
Introduction & Instructions to Respondents
16. In the event a Respondent believes that the County's solicitation is unfairly restrictive or
ambiguous or contains conflicting provisions or the Respondent believes that any resulting
Contract would be commercially impractical to perform, the Respondent must file a written
protest with the County DPA.
a. Procedure
All protests shall be typed under the protestor's letterhead and submitted in accordance with
the provisions stated herein. All protests shall include at a minimum the following
information:
i. The name, address and telephone number of the protestor;
ii. The signature of the protestor or the protestor's representative;
iii. The solicitation or contract number;
iv. A detailed statement of the legal and/or factual grounds for the protest; and
v. The form of relief requested.
b. Protest of Bid/Proposal Specifications:
All protests related to bid or proposal specifications must be submitted to the Deputy
Purchasing Agent no later than five (5) business days prior to the closing date for proposals.
Protests received after the five (5) business-day deadline will not be considered by the
County.
In the event the protest of specifications is denied and the protestor wishes to continue in the
solicitation process, they must still submit a bid prior to the close of the solicitation in
accordance with the bidlproposal submittal procedures provided in the bid/proposal.
c. Protest of Award of Contract:
In protests related to the award of a contract, the protest must be submitted no later than five
(5) business days after the notice of the proposed contract award is provided by the Deputy
Purchasing Agent. Protests relating to a proposed contract award which are received after the
five (5) business-day deadline will not be considered by the County.
i. Protest Process
1. In the event of a timely protest, the County shall not proceed with the solicitation or
award of the contract until the Deputy Purchasing Agent, the County Purchasing
Agent or the Procurement Appeals Board renders a decision on the protest.
2. Upon receipt of a timely protest, the Deputy Purchasing Agent will within ten (10)
business days of the receipt of the protest, issue a decision in writing which shall
state the reasons for the actions taken.
The County may, after providing written justification to be included in the
procurement file, make the determination that an immediate award of the contract is
necessary to protect the substantial interests of the County. The award of a contract
shall in no way compromise the protestor's right to the protest procedures outlined
herein.
4. If the protestor disagrees with the decision of the Deputy Purchasing Agent, the
protestor may submit a written notice to the Office of the County Purchasing Agent
requesting an appeal to the Procurement Appeals Board, in accordance with the
process stated below.
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County of Orange, OCPublic Works RFP# 080-591872
City/County FIRST Program Section I
Introduction & Instructions to Respondents
ii. Appeal Process
1. If the protestor wishes to appeal the decision of the Deputy Purchasing Agent, the
protestor must submit, within three (3) business days from receipt of the Deputy
Purchasing Agent's decision, a written appeal to the Office of the County Purchasing
Agent.
2. Within fifteen (15) business days, the County Purchasing Agent will review all
materials in connection with the grievance, assess the merits of the protest and
provide a written determination that shall contain his or her decision on whether the
protest shall be forwarded to the Procurement Appeals Board.
3. The decision of the County Purchasing Agent on whether to allow the appeal to go
forward will be final and there shall be no right to any administrative appeals of this
decision.
17. Each Respondent shall exercise reasonable care and diligence to avoid submitting a Proposal that
could result in a conflict of interest if Respondent were to be selected as the Contractor. This
obligation shall apply to the Respondent; the Respondent's employees, agents, and relatives; sub-
tier contractors; and third parties associated with accomplishing work and services in
Respondent's Proposal. In the event Respondent has done work for the County on this project in
the past or has reason to believe that a conflict of interest may exist for Respondent in regard to
this project, Respondent should consult with its legal counsel prior to responding to this RFP.
Any Respondent who is found to have an actual conflict of interest may have its Proposal rejected
on that ground.
D. EVALUATION PROCESS AND CRITERIA
Proposals shall be evaluated by a City/County evaluation committee on the basis of the
responsiveness to the questions and requirements in this RFP. Proposals will be competitively
evaluated on the basis of the following criteria listed only in a random order of importance:
• Professional Services, Program Administration and Bond Purchase experience &
qualifications;
• Proposed Program Model;
• Risk to the County and participating Cities in the program;
• Scalability of the Program Model;
• Attractiveness of the loan program costs to customers;
• Evidence of responsibility and financial capability;
• Ability to demonstrate schedule and budget adherence/discipline;
• Ability to coordinate multiple technical disciplines in an efficient manner towards a common
goal;
• Understanding of Project;
• Pricing and leveraging structure;
• Conflict of Interest (if any);
• Proposal Organization and Completeness of Response;
• Degree of Compliance with the County Model Contract Terms, Conditions and Scope of
Work;
• Ability to demonstrate a marketing and positive outreach strategy;
• Knowledge ofstate-of--the-art energy efficiency and solar technologies;
• ARRA or other grant funds leveraged;
• Ability to select and monitor energy efficiency auditors and installers; and,
• Evidence of business development experience.
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County of Orange, OCPublic Works RFP# 080-591872
City/County FIRST Program Section I
Introduction & Instructions to Respondents
Proposals deemed to meet all minimum RFP requirements will be scored based on established
criteria, which have been weighted and will be assigned points that measure the responsiveness to
each identified criterion. 'The total number of points earned will be tallied for each proposal, and the
proposals will be rank ordered, based upon the Respondent(s) submitted written materials.
E. SELECTION/AWARD PROCEDURES
Upon the completion of the evaluation process, the City/County Evaluation Panel will develop a
ranked slate of contractors with the intent of awarding a contract to the highest ranking proponent.
Award determination shall be subject to reference checks and past performance and may be subject to
approval(s) by the County Board of Supervisors
The Model Contract contained in Section ITI of this solicitation is the Contract proposed for
execution. It may be modified to incorporate negotiated items and other pertinent terms and
conditions set forth in this solicitation, including special conditions and requirements and those added
by addendum and necessary attachments and/or exhibits and to reflect the Respondent's proposal and
qualifications.
Exceptions to the terms and conditions of the proposed Contract or the statements regarding
Respondent's inability to comply with any of the provisions thereof are to be declared in the
response to the RFP in Section II, Part 1, 8., "Statement of Compliance".
F. ORANGE COUNTY CHILD SUPPORT AND W-9 REQUIREMENTS
1. ORANGE COUNTY CHILD SUPPORT
In order to comply with the child support enforcement requirements of the County, within ten
(10) days of notification of selection of award of Contract but prior to official award of Contract,
the selected contractor agrees to furnish to the contract administrator, the Purchasing Agent, or
the agency/department deputy purchasing agent:
A. In the case of an individual contractor, his/her name, date of birth, Social Security
number, and residence address;
B. In the case of a contractor doing business in a form other than as an individual, the
name, date of birth, Social Security number, and residence address of each
individual who owns an interest of 10 percent or more in the contracting entity;
C. A certification that the contractor has fully complied with all applicable federal
and state reporting requirements regarding its employees; and
D. A certification that the contractor has fully complied with all lawfully served
Wage and Earnings Assignment Orders and Notices of Assignment and will
continue to so comply.
Failure of the contractor to timely submit the data and/or certifications required may result in the
Contract being awarded to another contractor. In the event a Contract has been issued, failure of
the contractor to comply with all federal, state, and local reporting requirements for child support
enforcement or to comply with all lawfully served Wage and Earnings Assignment Orders and
Notices of Assignment shall constitute a material breach of the Contract. Failure to cure such
breach within 60 calendar days of notice from the County shall constitute grounds for termination
of the Contract.
(At time of recommended Contract award and upon County request, Contractor shall utilize
the forms provided in Exhibit 1 of this solicitation to satisfy this requirement)
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County of Orange, OC Public Works RFP# 080-591872
City/County FIRST Program Section I
Introduction & Instructions to Respondents
2. DEPARTMENT OF THE TREASURY, INTERNAL REVENUE SERVICE FORM W-9 REQUIREMENT
Effective June 3, 2006, all Contractors, entering into a contract with the County, who are not
already established in the Countywide Accounting and Personnel System (CAPS) as an Auditor-
Controller vendor, will be required to submit to the County a federal Form W-9, or form W-8 for
foreign vendors. The County will inform the Contractor, at the time of award, if the Form W-9 or
W-8, will be required.
In order to comply with this County requirement, within ten (10) days of notification of selection
of award of Contract but prior to official award of Contract, the selected contractor agrees to
furnish to the contract administrator, the Purchasing Agent, or the agency/department deputy
purchasing agent the required W-9 or W-8.
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SECTION II
RESPONSE REQUIREMENTS
County of Orange, OCPublic Works RFP# 080-591872
City/County FIRST Program Section !I
Response Requirements
SECTION II: RESPONSE REQUIItEMENTS
Proposals must be prepared simply and economically, providing a straightforward, concise description of
capabilities to satisfy the requirements of this RFP. Emphasis should be on completeness and clarity of
content with sufficient detail to allow for accurate evaluation and comparative analysis.
Proposals must include three tabbed sections, Part 1, Part 2 and Part 3, and must be indexed in the
order outlined below. List questions and your responses and/or attachments as numbered and
listed within each section.
Minimum Oualifications/Reguirements
The following are the minimum qualifications for a Respondent, or Respondent Team, to be
considered eligible to submit a proposal for the requested services described in this RFP.
1. Respondent Company or Team must possess a combination of ten (10) years experience
in providing all of the following equivalent to the Services requested in this RFP:
• Professional Services
• Program Administration
• Finance or Bond Purchase
• Energy Efficiency/Solar Technology
2. Respondent or Team Leader's Project Manager and key personnel must possess a
combination of ten (10) years experience in providing the following equivalent to the
Services requested in this RFP:
• Professional Services
• Program Administration
• Finance or Bond Purchase
• Energy Efficiency/Solar Technology
3. Respondent Company or Team shall not have a conflict of interest which would prevent
it from providing the services requested in this RFP. (In the event any Respondent has
done work for the County on this project in the past or has reason to believe that a
conflict of interest may exist, Respondent should consult with its legal counsel prior to
responding to this RFP.)
Respondent Company or Team must possess:
1. Business offices located in California, with at least a satellite office in Orange County;
2. Demonstrable experience in finance or bond sale and purchase;
3. Demonstrable experience in market analysis;
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County of Orange, OC Public Works RFP# 080-591872
City/County FIRST Program Section II
Response Requirements
4. Demonstrable experience designing the formation and implementation of a fmancing
district or large scale public private partnership loan programs;
5. Demonstrable experience with energy efficiency/solar technology;
6. Demonstrable experience with program administration;
7. Demonstrable experience with legal analysis;
8. Demonstrable experience processing applications and customer service;
9. Demonstrable experience in developing a marketing and outreach plan;
10. Demonstrable experience in selecting and monitoring energy efficiency auditors and
installers; and,
11. Demonstrable experience with business development.
Part 1:
(Complete this section and submit as Part l in the first tabbed section of Proposal.)
1. Cover Letter/Executive Summary
All proposals must be accompanied by a cover letter of introduction and executive summary of the
proposal. The cover letter must be signed by person(s) with authority to bind the Respondent. If the
Respondent is a corporation, two (2) signatures are required: one (1) signature by the Chairman of the
Board, the President or any Vice President; and one (1) signature by the Secretary, any Assistant
Secretary, the Chief Financial Officer or any Assistant Treasurer. The signature of one person alone
is sufficient to bind a corporation, as long as he or she holds corporate offices in each of the two
categories described above. For County purposes, proof of such dual office holding will be satisfied
by having the individual sign the instrument twice, each time indicating his or her office that qualifies
under the above described provision. In the alternative, a single corporate signature is acceptable
when accompanied by a corporate resolution demonstrating the legal authority of the signatory to
bind the corporation. An unsigned or improperly signed Proposal submission is grounds for rejection
of the proposal and disqualification from further participation in this RFP process. All Proposals
shall include in this first tabbed section, the Cover Page of this RFP and any subsequent addenda
issued to this RFP with appropriate signatures as required.
2. Validity of Proposal
The County requires that all Proposals be valid for at least 180 days. Submissions not valid for at
least 180 days will be considered non-responsive. The Respondent shall state the length of time for
which the submitted proposal shall remain valid below:
Validity of Proposal (in days) Signature required
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County of Orange, OCPublic Works RFP# 080-591872
City/County FIRST Program Section II
Response Requirements
3. Certification of Understanding
The County and participating Cities assumes no responsibility for any understanding or representation
made by any of its officers, employees or agents during or prior to the execution of any Contract
resulting from this solicitation unless:
A. Such understanding or representations are expressly stated in the Contract; and
B. The Contract expressly provides that the County therefore assumes the responsibility.
Representations made but not expressly stated and for which liability is not expressly assumed by the
County in the Contract shall be deemed only for the information of the Respondent.
By signing below, Respondent certifies that such understanding has been considered in this response.
(Signature required)
4. Minimum Qualifications/Reguirements Statement
Respondent Company or Team Leader shall certify that it meets all minimum qualifications and
requirements set forth above in this Section II by signing below.
(Signature required)
5. Certificate of Insurance
The Respondent shall certify its willingness and ability to provide the required insurance coverage
and certificates as set forth in Section III, Model Contract by signing below (see Article " 38" for
insurance requirements).
(Signature required)
6. Child Suuport Enforcement and Form W-9 Requirements
The Respondent shall certify its willingness and ability to provide the required Orange County Child
Support Enforcement and Form W-9 Requirements as indicated in Section I by signing below (see
Exhibit 1 but do NOT submit at this time).
(Signature required)
7. Conflict of Interest
A. Describe your firm's conflict of interest systems and procedures that are in place and apply to
the services to be provided to Orange County.
B. Disclose any financial, business or other relationship with Orange County, any other entity
that the Orange County Board of Supervisors governs or with the city and county in which the
project is located, which may have an impact, effect or influence on the outcome of the
services you propose to provide. Provide a list of current clients, employees, principals or
shareholders (including family members) who may have a financial interest in the outcome of
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County of Orange, OCPublic Works RFP# 08 0-5 91 8 72
City/County FIRST Program Section II
Response Requirements
services you propose to provide. Disclose any financial, business or other relationship within
the last three (3) years with any firm or member of any firm who may have a financial interest
in the outcome of the work. If you believe that no conflict of interest exists or would exist,
sign below.
(Signature required)
8. Statement of Compliance
A statement of compliance with all parts of this RFP or a listing of exceptions and suggested changes
must be submitted in response to this RFP. Respondent must certify either A or B by signing
below:
A. This response is in strict compliance with said Request for Proposals, including the terms and
conditions set forth in the Contract and its Attachments, and no exceptions thereto are
proposed.
(Signature required)
OR
B. This response is in strict compliance with said Request for Proposals, including the terms and
conditions set forth in the Contract and its Attachments, except for those proposed exceptions
listed in a separate attachment hereto.
(Signature required)
^ Attachment for each proposed exception must include:
1. The RFP page number and section of the provision Respondent is
taking exception to;
2. The complete provision Respondent is taking exception to;
3. The Respondent's suggested rewording;
4. Reason(s) for submitting the proposed exception; and
5. Any impact the proposed exception may have on cost, scheduling, or
other areas.
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County of Orange, OC Public Works RFP# 080-591872
City/County FIRST Program Section II
Response Requirements
Part 2:
Company Profile
(Complete this form and submit as Part Z in the second tabbed section of Proposal.)
Company Legal Name:
Company Legal Status (corporation, partnership, sole proprietor, etc.
Business Address:
Website Address:
Telephone Number: ( )
Email
Facsimile Number: ( )
Length of time the firm has been in business: Length of time at current location:
Is your firm a sole proprietorship doing business under a different name? Yes No
If yes, please indicate sole proprietor's name and the name you are doing business under:
Is your firm incorporated? Yes No If yes, State of Incorporation:
Federal Taxpayer ID Number
Regular business
Regular holidays and hours when business is closed:
Contact person in reference to this solicitation:
Telephone Number: (~ Facsimile Number: ~)
Email Address:
Contact person for accounts payable:
Telephone Number: (~
Email Address:
Facsimile Number:
Name of Project Manager:
Telephone Number: (~ Facsimile Number:
Email Address:
In the event of an emergency or declared disaster, the following information is required:
Name of contact during non-business hours:
Telephone Number: (~ Facsimile Number: (_)
Email Address: Cell or Pager Number:
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County of Orange, OC Public Works RFP# 080-591872
City/County FIRST Program Section II
Response Requirements
Part 3:
Respondent's Proposal
(Complete this section and submit as Part 3 in the third tabbed section of Proposal.)
1. QUALIFICATIONS, RELATED EXPERIENCE, AND REFERENCES OF RESPONDENT
This section of the proposal will establish the ability of Respondent company or team to
satisfactorily perform the required work by reasons of experience in performing services of a
similar nature, demonstrated competence in the services to be provided, strength and stability of
the team, staffing capability, work load, record of meeting schedules on similar projects, and
supportive client reference. As part of its response to the following, Respondent should
justify how the minimum qualifications/requirements specified in Section II (page 11 of 18)
have been satisfied.
a. Respondent shall:
1. Provide a brief profile of the firm (if applicable, the prime contractor and
subcontractor(s)), including the types of services offered; the year founded; form of
the organization (corporation, partnership, sole proprietorship); number, size and
location of offices; number of employees.
2. Provide a general description of the firm's (if applicable, the prime contractor's and
subcontractor's(s')) financial condition and identify any conditions (e.g.,
bankruptcy, pending litigation, planned office closures, or impending merger) that
may impede Respondent's ability to complete the services.
Describe the firm's (if applicable, the prime contractor's and subcontractor's(s'))
experience in performing work of a similar nature to that solicited in this RFP
Describe Respondent's (prime) experience working with each subcontractor
proposed for the awarded contract, if applicable.
4. Provide at least three (3) examples of work products developed by the fum and/or
subcontractors proposed in your response. Examples shall reflect the work of the
personnel (firm staff and/or subcontractors) who would be assigned to the County to
provide Professional Services, Program Administration, Green/Solar Technology
and Bond Purchase Agreement services.
Provide, at a minimum, five (5) references for the services cited as related
experience. References shall include the name, title, a-mail address, address and
telephone number of the person(s) at the client organization who is most
knowledgeable about the services performed. The references should be provided for
previous clients who have received similar services to those listed within this RFP.
a. The Respondent must also submit the same for any subcontractors
the Respondent may use on this project.
6. Respondent shall provide a brief summary of its working experience with the
finance industry and provide at least two (2) finance references, including the name,
phone number, and address of the contact person.
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County of Orange, OC Public Works RFP# 080-591872
City/County FIRST Program Section 11
Response Requirements
2. PROPOSED STAFFING AND PROJECT ORGANIZATION
This section of the proposal should establish the qualifications of the proposed project staff.
a. Respondent shall:
1. Complete Attachment C of the Model Contract (included in Section III of this
Request for Proposals) and submit hereinto:
a. Identify key staff members proposed to perform Services and include major
areas of subcontract work. Key staff members shall be identified, at a
minimum, for the Project Manager; and
b. Identify subcontractors by company name, address, contact person, telephone
number and project function.
2. Furnish resumes for all proposed key staff members, including subcontractor staff.
The resumes shall describe the specific experience of each staff member as it relates
to some or all of the knowledge and experience requirements needed for the Services
as described within the Scope of Work.
3. Include a project organization chart which clearly delineates
communication/reporting relationships among the key staff members and among
subcontractor staff.
3. WORK PLAN
Respondent shall provide a narrative that addresses the Scope of Work and shows Respondent's
understanding of the FIRST Program needs and requirements.
a. Respondent shall:
1. Describe the approach to completing each required objective specified within the
Scope of Work.
2. Outline sequentially the activities that would be undertaken in completing the
objectives and specify the staff member(s) and/or subcontractor(s) proposed to
perform each objective.
3. Include a detailed Microsoft Project schedule outlining tasks and durations required
to complete the approval objective.
4. Include a discussion of how functional areas of marketing and underwriting are
isolated with proper risk controls in place.
b. Respondent may also propose enhancement or procedural or technical innovations to the
Scope of Work that do not materially deviate from the objectives or required content of
the project.
4. COST AND PRICING (COMPLETE SECTION III, ATTACHMENT B, AND SUBMIT HEREIN.)
In this section, Respondent shall complete Attachment B of the Model Contract (included in
Section III of this Request for Proposals) to provide:
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County of Orange, OCPublic Works RFP# 080-591872
City/County FIRST Program Section II
Response Requirements
a. A price breakdown for all tasks required;
b. Classifications/titles and hourly rates for all proposed key personnel and indicate whether
key personnel are Contractor or subcontractor staff; and
c. Total contract amount for Professional Services, Program Administration and Finance or
Bond Purchase Agreement services.
The County's intention is to award a fixed fee for service contract that is translated into afull-
recoverable percentage using a mutually agreed upon formula. Prices quoted shall include direct
costs, indirect costs, and profits.
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SECTION III
MODEL CONTRACT
CITY/COUNTY FIRST PROGRAM
County of Orange, OC Public Works
City/County FIRST Program
RFP# 080-591872
Section III
Model Contract
SECTION III: MODEL CONTRACT
MODEL CONTRACT
Page No.
Table of Contents ..................................................................................................................................1
Model Contract ......................................................................................................................................3
ARTICLES
1. Scope of Contract ............................................................................................................................. 3
2. Term of Contract ............................................................................................................................. . 3
3. Contingency of Funding ................................................................................................................. . 4
4. Precedence ..................................................................................................................................... .4
5. Contractor's Project Manager and Key Personnel .......................................................................... . 4
6. County's Project Manager ............................................................................................ .
7. Reports/Meetings ............................................................................................................................ . 4
8. Conflict of Interest .......................................................................................................................... . 4
...............................................................................................................
9. Ownership of Documents
.
10. Title to Data .................................................................................................................................... . 5
11. Breach of Contract .......................................................................................................................... . 5
12. Contract Disputes ............................................................................................................................ . 5
13. Stop Work ..................................................................................................................................... . 6
14. Termination -Convenience to County .......................................................................................... . 6
15. Orderly Termination ....................................................................................................................... . 8
16. Errors and Omissions ...................................................................................................................... . 8
17. Contractor's Records ...................................................................................................................... . 9
18. Publication ....................................................................................................................................... 9
19. News and Information Release ........................................................................................................ 9
20. Conditions Affecting Work .. ......................................................................................................... 9
21. Child Support Enforcement Requirements ...................................................................................... 9
22. Notices ............................................................................................................................................. 9
g ( ) ......................................................................................................
23. Governin Law and Venue A 10
24. Entire Contract (B) ......................................................................................................................... 10
25. Amendments (C) ............................................................................................................................ 10
26. Taxes (D) ....................................................................................................................................... 10
27. Delivery (E) ................................................................................................................................... 10
p Ym () ................................................................................................................
28. Acce tance/Pa ent F 10
29. Warranty (G) .................................................................................................................................. 10
30. Patent/Copyright Materials/Proprietary Infringement (H) ............................................................. 11
31. Assignment or Subcontracting (I) .................................................................................................. 11
32. Non-Discrimination (J) .................................................................................................................. 11
33. Termination (K) ............................................................................................................................. 11
34. Consent to Breach Not Waiver (L) ................................................................................................ 11
35. Remedies Not Exclusive (M) ......................................................................................................... 11
36. Independent Contractor (N) ........................................................................................................... 12
37. Performance (O) ............................................................................................................................. 12
38. Indemnification/Insurance (P) ....................................................................................................... 12
39. Bills and Liens (Q) ......................................................................................................................... 14
40. Changes (R) ................................................................................................................................... 15
41. Change of Ownership (S) ............................................................................................................... 15
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County of Orange, OC Public Works
City/County FIRST Program
RFPI# 080-591872
Section III
Model Contract
42. Force Majeure (T) ..........................................................................................................................15
43. Confidentiality (~ .........................................................................................................................15
P ( ) ............................................................................................................
44. Com fiance with Laws V 15
45. Freight (F.O.B. Destination) (~ ...................................................................................................15
46. Pricing (X) .....................................................................................................................................15
47. Waiver of Jury Trial (Y) ................................................................................................................15
48. Terms and Conditions (Z) ..............................................................................................................15
49. Headings (AA) ...............................................................................................................................16
50. Severability (BB) ...........................................................................................................................16
51. Calendar Days (CC) ...................................................................................................................16
52. Attorney Fees (DD) ........................................................................................................................16
53. Interpretation (EE) .........................................................................................................................16
54. Authority (FF) ................................................................................................................................16
55. Audits/lnspections (GG) ................................................................................................................16
56. EmployeeEligibility Verification (HH) ........................................................................
Model Contract Signature Page ............................................................................................................18
ATTACHMENTS
A. Scope of Work .................................................................................................................................19
B. Contractor's Pricing ..............................................................................................
C. Staffmg Plan .......................................................................................................... 27
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County of Orange, OC Public Works RFP# 080-591872
City/County FIRST Program Section III
Mode! Contract
MODEL CONTRACT
FoR
CITY/COUNTY FIRST PROGRAM
THIS Contract Number [TBD] for City/County Financing Initiative for Renewable and Solar
Technology Program (hereinafter referred to as "Contract") is made and entered into as of the date fully
executed by and between the County of Orange, a political subdivision of the State of California,
(hereinafter referred to as "County") and , with a place of business at
(hereinafter referred to as "Contractor"). (County and Contractor are sometimes individually referred to as
a "Party", or collectively referred to as "Parties").
RECITALS
WHEREAS, it is the desire of the County to obtain Professional Services for the City/County
Financing Initiative for Renewable and Solar Technology Program ("FIRST Program") under this fixed
fee for service contract that is translated into afull-recoverable percentage using a mutually agreed upon
formula; and,
WHEREAS, the Contractor responded to the County-issued Request for Proposals ("RFP")
solicitation offering the complete scope of products and services as requested in the solicitation, and
Contractor has represented that its proposed products and services shall meet or exceed the County's
requirements and specifications as set forth herein with highly qualified and experienced personnel
dedicated to provide said services to the County; and,
WHEREAS, Contractor agrees to provide Professional Services for the FIRST Program as more
specifically described in the Scope of Work, attached hereto as Attachment A, and incorporated herein;
and,
WHEREAS, County agrees Contractor recovers compensation through the program as further set
forth in Contractor's Pricing, attached hereto as Attachment B, and incorporated herein; and,
WHEREAS, upon commencement and completion of all services as set forth herein and agreed to
by the Parties, Contractor shall assume all responsibilities and obligations inherent with providing FIRST
Program Services;
NOW, THEREFORE, the Parties mutually agree as follows:
ARTICLES
Scope of Contract: This Contract specifies the contractual terms and conditions by which the
Contractor will provide Professional Services for FIRST Program under a fixed fee for service
contract that is translated into afull-recoverable percentage using a mutually agreed upon formula,
inclusive of, but not limited to, the requirements set forth in the Scope of Work, Attachment A to this
Contract.
2. Term of Contract: The initial term of this Contract shall become effective upon execution of all
necessary signatures and shall continue for seven (7) years from that date, unless otherwise
terminated by County. This Contract may be renewed upon expiration of the initial term for two (2)
additional years, upon mutual agreement of both Parties. The County is not obligated to give a reason
if it elects not to renew. Renewal amendments may require County Board of Supervisors and
participating City Council approval.
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County of Orange, OCPublic Works RFP# 080-591872
City/County FIRST Program Section 111
Model Contract
3. Contingency of Funding: Contractor acknowledges that funding or portions of funding for this
Contract may be contingent upon State legislative and budget approval; receipt of funds from, and/or
obligation of funds by, the State of California to participating Cities and the County; and inclusion of
sufficient funding for the services hereunder in the budget approved by participating Cities and the
County for each fiscal year covered by this Contract. If such approval, funding or appropriations are
not forthcoming, or are otherwise limited, County may immediately terminate or modify this Contract
without penalty.
4. Precedence: The Contract consists of this Contract and all attachments. In the event of a conflict
between or among the Contract documents, the order of precedence shall be the provisions of the
main body of this Contract, i.e., those provisions set forth in the recitals and articles of this Contract,
and then the attachments.
5. Contractor's Project Manager and Key Personnel: Contractor shall appoint a Project Manager, as
specified in Article 22., "Notices," to direct the Contractor's efforts in fulfilling Contractor's
obligations under this Contract. This Project Manager shall be subject to approval by the County and
shall not be changed without the written consent of the County's Project Manager, which consent
shall not be unreasonably withheld.
The Contractor's Project Manager and key personnel shall be assigned to this project for the duration
of this Contract and shall diligently pursue all work and services to meet the project time lines. Key
personnel are those individuals who report directly to the Contractor's Project Manager.
6. The County's Project Manager: The County shall appoint a Project Manager, as specified in
Article 22., "Notices,", to act as liaison between the County and the Contractor during the term of this
Contract. The County's Project Manager shall coordinate the activities of the County staff assigned
to work with the Contractor.
The County's Project Manager shall have the right to require the removal and replacement of the
Contractor's Project Manager and key personnel. The County's Project Manager shall notify the
Contractor in writing of such action. The Contractor shall accomplish the removal within 14 calendar
days after written notice by the County's Project Manager. The County's Project Manager shall
review and approve the appointment of the replacement for the Contractor's Project Manager and key
personnel. Said approval shall not be unreasonably withheld.
7. Reports/Meetings: 'The Contractor shall develop reports and any other relevant documents necessary
to complete the services and requirements as set forth in this Contract. The County's Project
Manager and the Contractor's Project Manager will meet at a County designated location to discuss
the Contractor's performance and progress under this Contract, at the request of the County's Project
Manager. If requested by County, the Contractor's Project Manager and other project personnel shall
attend all meetings. The Contractor shall provide such information that is requested by the County
for the purpose of monitoring progress under this Contract.
Conflict of Interest: The Contractor shall exercise reasonable care and diligence to prevent any
actions or conditions that could result in a conflict with the best interests of the County. This
obligation shall apply to the Contractor; the Contractor's employees, agents, and relatives; sub-tier
Contractors; and third parties associated with accomplishing work and services hereunder. The
Contractor's efforts shall include, but not be limited to establishing precautions to prevent its
employees or agents from making, receiving, providing or offering gifts, entertainment, payments,
loans or other considerations which could be deemed to appear to influence individuals to act contrary
to the best interests of the County.
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Ciry/County FIRST Program Section III
Model Contract
9. Ownership of Documents: The County has permanent ownership of all directly connected and
derivative materials produced under this Contract by the Contractor. All documents, reports and
other incidental or derivative work or materials furnished hereunder shall become, and remain, the
sole property of the County and may be used by the County as it may require without additional cost
to the County. None of the documents, reports and other incidental or derivative work or furnished
materials shall be used by the Contractor without the express written consent of the County.
a. Ownership Rights: The originals of all artwork and other products and data produced for
County FIRST Program under this Contract shall be delivered to, and become the property of the
County and/or participating Cities. Copies maybe made for Contractor's records, but shall not be
furnished to others without written authorization from the County. Such deliverables shall
become the sole property of the County and all rights in copyright therein shall be retained by the
County.
10. Title to Data: All materials, documents, data or information obtained from the County data files or
any medium furnished to the Contractor in the performance of this Contract will at all times remain
the property of the County. Such data or information may not be used or copied for direct or indirect
use by the Contractor after completion or termination of this Contract without the express written
consent of the County. All materials, documents, data or information, including copies, must be
returned to the County at the end of this Contract.
11. Breach of Contract: The failure of the Contractor to comply with any of the provisions, covenants
or conditions of this Contract shall be a material breach of this Contract. In such event the County
may, and in addition to any other remedies available at law, in equity, or otherwise specified in this
Contract:
1. Afford the Contractor written notice of the breach and ten (10) calendar days or such
shorter time that may be specified in this Contract within which to cure the breach;
Discontinue payment to the Contractor for and during the period in which the Contractor
is in breach and offset against any monies billed by the Contractor but yet unpaid by the
County those monies disallowed pursuant to the above.
4. Terminate the Contract immediately without penalty.
12. Contract Disputes: The Parties shall deal in good faith and attempt to resolve potential disputes
informally. If the dispute concerning a question of fact arising under the terms of this Contract is not
disposed of in a reasonable period of time by the Contractor's Project Manager and the County`s
Project Manager, such matter shall be brought to the attention of the County Deputy Purchasing
Agent ("DPA"), as specified in Article 22., "Notices," by way of the following process:
a. The Contractor shall submit to the County DPA a written demand for a fmal decision regarding
the disposition of any dispute between the Parties arising under, related to, or involving this
Contract, unless the County, on its own initiative, has already rendered such a final decision.
b. The Contractor's written demand shall be fully supported by factual information, and, if such
demand involves a cost adjustment to the Contract, the Contractor shall include with the
demand a written statement signed by a senior official indicating that the demand is made in
good faith, that the supporting data are accurate and complete, and that the amount requested
accurately reflects the Contract adjustment for which the Contractor believes the County is
liable.
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c. Pending the final resolution of any dispute arising under, related to, or involving this Contract,
the Contractor agrees to diligently proceed with the performance of this Contract, including the
delivery of goods and/or provision of services. The Contractor's failure to diligently proceed
shall be considered a material breach of this Contract. Any final decision of the County shall
be expressly identified as such, shall be in writing, and shall be signed by the County
Purchasing Agent or his designee. If the County fails to render a decision within 90 days after
receipt of the Contractor's demand, it shall be deemed a final decision adverse to the
Contractor's contentions.
13. Stop Work: The County may, at any time, by written stop work order to the Contractor, require the
Contractor to stop all or any part of the work called for by this Contract for a period of 90 working
days after the stop work order is delivered to the Contractor and for any further period to which the
Parties may agree. The stop work order shall be specifically identified as such and shall indicate it is
issued under this clause. Upon receipt of the stop work order, the Contractor shall immediately
comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to
the work covered by the stop work order during the period of work stoppage. Within a period of 90
working days after a stop work order is delivered to the Contractor or within any extension of that
period to which the Parties shall have agreed, the County shall either:
Cancel the stop work order; or
2. Terminate the Contract in whole or in part in writing as soon as feasible. The
County is not required to provide thirty (30) days notice of the termination of the
Contract to Contractor if a stop work has been issued.
14. Termination -Convenience of the County: The County may terminate performance of work under
this Contract for its convenience in whole, or, from time to time, in part if the County's Project
Manager determines that a termination is in the County's interest. The County's Project Manager
shall terminate the Contract by delivering to the Contractor a written notice of termination specifying
the extent of the termination and the effective date thereof. The parties agree that, as to the
terminated portion of the Contract, the Contract shall be deemed to remain in effect until such time as
the termination settlement, if any, is concluded and the Contract shall not be void.
After receipt of a notice of termination and, except as directed by the County's Project Manager, the
Contractor shall immediately proceed with the following obligations, as applicable, regardless of any
delay in determining or adjusting any amounts due under this clause. The Contractor shall:
1. Stop work as specified in the notice of termination;
2. Place no further subcontracts or orders for materials, services, or facilities, except as
necessary to complete the continued portion of the contract;
Terminate all orders and subcontracts to the extent they relate to the work terminated;
4. Settle all outstanding liabilities and termination settlement proposals arising from the
termination of any subcontracts, the approval or ratification of which will be final for
purposes of this clause;
As directed by the County's Project Manager transfer title and deliver to the County (a)
work in process, completed work, supplies, and other material produced or acquired for
the work terminated, and (b) completed or partially completed plans, information, and
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other property that, if the Contract had been completed, would be required to be furnished
to the County;
6. Complete performance of the work not terminated; and
At the completion of the Contractor's termination efforts, the Contractor may submit to the County's
Project Manager a list indicating quantity and quality of termination inventory not previously
disposed of and request instructions for disposition of the residual termination inventory.
After termination the Contractor shall submit a final termination settlement proposal to the County's
Project Manager in a format acceptable to the County. The Contractor shall submit the proposal
promptly, but no later than 60 days from the effective date of the termination, unless extended in
writing by the County upon written request of the contractor within the 90-day period. However, if
the County's Project Manager determines that the facts justify it, a termination settlement proposal
may be received and acted on after the expiration of the filing period or any extension.
The Contractor and the County may agree upon the whole or any part of the amount to be paid
because of the termination. The amount may include a reasonable allowance for profit on work done,
including a reasonable amount for accounting, legal, clerical and other expenses reasonably necessary
for the preparation of termination settlement proposals and supporting data, and storage,
transportation and other costs incurred, reasonably necessary for the preservation, protection, or
disposition of the termination inventory, if any. However, the agreed amount may not exceed the
total Contract price as reduced by (a) the amount of payment previously made and (b) the contract
price of work not terminated. The Contract shall be amended and the Contractor paid the agreed
amount.
If the Contractor and the County fail to agree on the whole amount to be paid because of the
termination of work, the County shall pay the Contractor the amounts determined by the County as
follows, but without duplication of any amounts agreed on as set forth above:
The Contract price for completed services accepted by the County (or sold or acquired)
not previously paid for, adjusted for any savings and other charges; and
2. Except to the extent that the County expressly assumes the risk of loss, the County shall
exclude from the amounts payable to the Contractor the fair value, as determined by the
agency/department, of property that is destroyed, lost, stolen, or damaged so as to
become undeliverable to the County.
The Contractor shall use generally accepted accounting principles and sound business practices in
determining all costs claimed, agreed to, or determined under this clause. Such costs shall be
allocable to the terminated Contract or portion thereof, allowable under applicable laws, regulations,
generally accepted accounting principles and good business judgment and objectively reasonable.
The Contractor shall have the right to appeal, under the County's protest procedure, any
determination made by the County, except that if the contractor failed to submit the termination
settlement proposal within the time provided and failed to request a time extension, there is no right
of appeal.
In arriving at the amount due the contractor under this clause, there shall be deducted:
All payment to the Contractor under the terminated portion of this Contract;
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Any claim which the County has against the Contractor under this or any other contract;
and
The agreed price for or proceeds of sale of materials, supplies, or other things acquired by
the Contractor or sold under the provisions of this clause and not recovered by or credited
to the County.
If the termination is partial, the Contractor may file a proposal with the County's Project Manager for
an equitable adjustment of the price(s) of the continued portion of the Contract. The County's Project
Manager shall make any equitable adjustment agreed upon. Any proposal by the Contractor for an
equitable adjustment under this clause shall be requested within 30 days from the effective date of
termination unless extended in writing by the County's Project Manager.
The County may:
1. Under the terms and conditions it prescribes, make partial payment and payments against
costs incurred by the Contractor for their terminated portion of the contract, if the County
believes that the total of these payments will not exceed the amount to which the Contactor will
be entitled; and
2. If the total payments exceed the amount finally determined to be due, the Contractor shall
repay the excess to the County upon demand.
In determining the amount payable to the Contractor and notwithstanding any other provision, if it
appears that the Contractor would have sustained a loss on the entire Contract had it been completed,
the County shall allow no profit and shall reduce the settlement to reflect the indicated rate of loss.
Unless otherwise provided in this Contract or by statute, the Contractor shall maintain all records and
documents relating to the terminated portion of this contract for three (3) years after fmal settlement.
This includes all books and other evidence bearing on the Contractor's costs and expenses under this
Contract. The Contractor shall make these records and documents available to the County, at the
Contractor's office, at all reasonable times, without any direct charge. If approved by the County,
photographs, microphotographs, electronic storage, or other authentic reproductions may be
maintained instead of original records and documents.
15. Orderly Termination: Upon termination or other expiration of this Contract, each Party shall
promptly return to the other Party all papers, materials, and other properties of the other held by each
for purposes of execution of the Contract. In addition, each Party will assist the other Party in orderly
termination of this Contract and the transfer of all aspects, tangible and intangible, as may be
necessary for the orderly, non-disruptive business continuation of each Party.
16. Errors and Omissions: All reports, files and other documents prepared and submitted by Contractor
shall be complete and shall be carefully checked by the professional(s) identified by Contractor as
Project Manager and key personnel attached hereto, prior to submission to the County. Contractor
agrees that County review is discretionary and Contractor shall not assume that the County will
discover errors and/or omissions. If the County discovers any errors or omissions prior to approving
Contractor's reports, files and other written documents, the reports, files or documents will be
returned to Contractor for correction. Should the County or others discover errors or omissions in the
reports, files or other written documents submitted by Contractor after participating County approval
thereof, County approval of Contractor's reports, files or documents shall not be used as a defense by
Contractor in any action between the County and Contractor, and the reports, files or documents will
be returned to Contractor for correction.
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17. Contractor's Records: Contractor shall keep an accurate record of time expended by Contractor in
the performance of this Contract. Such record shall be available for periodic inspection by the
County at reasonable times. Such records will be retained for four (4) years after the expiration or
termination of this Contract.
18. Publication: No copies of sketches, schedules, written documents, computer based data,
photographs, maps or graphs, including graphic art work, resulting from performance or prepared in
connection with this Contract, are to be released by Contractor and/or anyone acting under the
supervision of Contractor to any person, partnership, company, corporation, or agency, without prior
written approval by the County, except as necessary for the performance of the services of this
Contract. All press releases, including graphic display information to be published in newspapers,
magazines, etc., are to be administered only by the County unless otherwise agreed to by all Parties.
19. News/Information Release: The Contractor agrees that it will not issue any news releases or make
any contact with the media in connection with either the award of this Contract or any subsequent
amendment of, or effort under this Contract. Contractors must first obtain review and approval of said
media contact from the County through the County's Project Manager. Any requests for interviews or
information received by the media should be referred directly to the County. Contractors are not
authorized to serve as a media spokespersons for County projects without first obtaining permission
from the County Project Manager.
20. Conditions Affecting Work: The Contractor shall be responsible for taking all steps reasonably
necessary to ascertain the nature and location of the work to be performed under this Contract, and to
know the general conditions which can affect the work or the cost thereof. Any failure by the
Contractor to do so will not relieve Contractor from responsibility for successfully performing the
work without additional cost to the participating County. The County assumes no responsibility for
any understanding or representations concerning the nature, location(s) or general conditions made by
any of its officers or agents prior to the execution of this Contract, unless such understanding or
representations by the County are expressly stated in the Contract.
21. Child Support Enforcement Requirements: Contractor is required to comply with the child
support enforcement requirements of the County. Failure of the Contractor to comply with all
federal, state, and local reporting requirements for child support enforcement or to comply with all
lawfully served Wage and Earnings Assignment Orders and Notices of Assignment shall constitute a
material breach of the Contract. Failure to cure such breach within 60 calendar days of notice from
the County shall constitute grounds for termination of the Contract.
22. Notices: Any and all notices, requests demands and other communications contemplated, called for,
permitted, or required to be given hereunder shall be in writing, except through the course of the
Parties' Project Managers routine exchange of information and cooperation during the terms of the
work and services. Any written communications shall be deemed to have been duly given upon
actual in-person delivery, if delivery is by direct hand, or upon delivery on the actual day of receipt or
no greater than four (4) calendar days after being mailed by US certified or registered mail, return
receipt requested, postage prepaid, whichever occurs first. The date of mailing shall count as the first
day. All communications shall be addressed to the appropriate Party at the address stated herein or
such other address as the Parties hereto may designate by written notice from time to time in the
manner aforesaid.
County: TBD, Project Manager
cc: OC Public Works/Purchasing
Attn: Adriana Pineda
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RFPII 080-591872
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Model Contract
OC Public Works
300 N. Flower Street
Santa Ana, CA 92703-5000
Adriana.Pineda@OCPW.ocgov.com
Contractor: TBD, Project Manager
23. Governing Law and Venue (A): This Contract has been negotiated and executed in the state of
California and shall be governed by and construed under the laws of the state of California. In the
event of any legal action to enforce or interpret this Contract, the sole and exclusive venue shall be a
court of competent jurisdiction located in Orange County, California, and the Parties hereto agree to
and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure
Section 394. Furthermore, the Parties specifically agree to waive any and all rights to request that an
action be transferred for trial to another county.
24. Entire Contract (B): 'This Contract, including Attachments A, B, and C which are attached hereto
and incorporated herein by this reference, when accepted by the Contractor either in writing or by the
shipment of any article or other commencement of performance hereunder, contains the entire
Contract between the Parties with respect to the matters herein, and there are no restrictions,
promises, warranties or undertakings other than those set forth herein or referred to herein. No
exceptions, alternatives, substitutes or revisions are valid or binding on the County unless authorized
by the County in writing. Electronic acceptance of any additional terms, conditions or supplemental
contracts by any selection or delegated by the County employee or agent, including but not limited to
installers of software, shall not be valid or binding on County unless accepted in writing by County's
Deputy Purchasing Agent.
25. Amendments (C): No alteration or variation of the terms of this Contract shall be valid unless made
in writing and signed by the Parties; no oral understanding or agreement not incorporated herein shall
be binding on either of the Parties; and no exceptions, alternatives, substitutes or revisions are valid or
binding on County unless authorized by County in writing.
26. Taxes (D): Unless otherwise provided herein or by law, price quoted does not include California
state sales~or use tax.
27. Delivery (E): Time of delivery of goods or services is of the essence in this Contract. The County
reserves the right to refuse any goods or services and to cancel all or any part of the goods not
conforming to applicable specifications, drawings, samples or descriptions or services that do not
conform to the prescribed statement of work. Acceptance of any part of the order for goods shall not
bind County to accept future shipments nor deprive it of the right to return goods already accepted at
Contractor's expense. Overshipments and undershipments of goods shall be only as agreed to in
writing by the County. Delivery shall not be deemed to be complete until all goods or services have
actually been received and accepted in writing by the County.
28. Acceptance/Payment (F): Unless otherwise agreed to in writing by the County, 1) acceptance shall
not be deemed complete unless in writing and until all the goods/services have actually been received,
inspected, and tested to the satisfaction of County, and 2) payment shall be made in arrears after
services have been provided.
29. Warranty (G): Contractor expressly warrants that the goods/services covered by this Contract are 1)
free of liens or encumbrances, 2) merchantable and good for the ordinary purposes for which they are
used, and 3) fit for the particular purpose for which they are intended. Acceptance of this order shall
constitute an agreement upon Contractor's part to indemnify, defend and hold the County and its
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indemnities as identified in Article 38, below, and as more fully described in Article 38, harmless
from liability, loss, damage and expense, including reasonable counsel fees, incurred or sustained by
the County by reason of the failure of the goods/services to conform to such warranties, faulty work
performance, negligent or unlawful acts, and non-compliance with any applicable state or federal
codes, ordinances, orders, or statutes, including the Occupational Safety and Health Act ("OSHA")
and the California Industrial Safety Act. Such remedies shall be in addition to any other remedies
provided by law.
30. Patent/Copyright Materials/Proprietary Infringement (IT): Unless otherwise expressly provided
in this Contract, Contractor shall be solely responsible for clearing the right to use any patented or
copyrighted materials in the performance of this Contract. Contractor warrants that any software as
modified through services provided hereunder will not infringe upon or violate any patent, property
right, or trade secret right of any third party. Contractor agrees that, in accordance with the more
specific requirement contained in Article 38, below, it shall indemnify, defend and hold the County
and the County Indemnitees harmless from any and all such claims and be responsible for payment of
all costs, damages, penalties and expenses related to or arising from such claim(s), including, but not
limited to, attorneys fees, costs and expenses.
31. Assignment or Subcontracting (n: The terms, covenants, and conditions contained herein shall
apply to and bind the heirs, successors, executors, administrators and assigns of the Parties.
Furthermore, neither the performance of this Contract nor any portion thereof may be assigned or
subcontracted by Contractor without the express written consent of the County. Any attempt by
Contractor to assign or subcontract the performance or any portion thereof of this Contract without
the express written consent of County shall be invalid and shall constitute a breach of this Contract.
In the event that the Contractor is authorized by the County to subcontract, this Contract shall prevail
and the terms of any subcontract shall incorporate by reference and not conflict with the terms of this
Contract. At the discretion of the County Project Manager, the County reserves the right to
communicate directly with the subcontractor(s) on any aspect of the Contract.
32. Non-Discrimination (.n: In the performance of this Contract, Contractor agrees that it will comply
with the requirements of Section 1735 of the California Labor Code and not engage nor permit any
subcontractors to engage in discrimination in employment of persons because of the race, religious
creed, color, national origin, ancestry, physical disability, mental disability, medical condition,
marital status, or sex of such persons. Contractor acknowledges that a violation of this provision shall
subject Contractor to all the penalties imposed for a violation of anti discrimination law or regulation
including, but not limited to, Section 1720 et seq. of the California Labor Code.
33. Termination (I~: In addition to any other remedies or rights it may have by law, the County has the
right to terminate this Contract without penalty immediately with cause or after 30 days' written
notice without cause, unless otherwise specified. Cause shall be defined as any breach of Contract,
any misrepresentation or fraud on the part of the Contractor. Exercise by the County of its right to
terminate the Contract shall relieve the County of all further obligations under this Contract.
34. Consent to Breach Not Waiver (L): No term or provision of this Contract shall be deemed waived
and no breach excused, unless such waiver or consent shall be in writing and signed by the Party
claimed to have waived or consented. Any consent by any Party to, or waiver of, a breach by the
other, whether express or implied, shall not constitute consent to, waiver of, or excuse for any other
different or subsequent breach.
35. Remedies Not Exclusive (M): The remedies for breach set forth in this Contract are cumulative as to
one another and as to any other provided by law, rather than exclusive; and the expression of certain
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remedies in this Contract does not preclude resort by either Party to any other remedies provided by
law.
36. Independent Contractor (N): Contractor shall be considered an independent contractor and neither
Contractor, its employees, nor anyone working under Contractor shall be considered an agent or an
employee of the County. Neither Contractor, its employees nor anyone working under Contractor
shall qualify for workers' compensation or other fringe benefits of any kind through either the
participating County.
37. Performance (O): Contractor shall perform all work under this Contract, taking necessary steps and
precautions to perform the work to the County's satisfaction. Contractor shall be responsible for the
professional quality, technical assurance, timely completion and coordination of all documentation
and other goods/services furnished by the Contractor under this Contract. Contractor shall perform
all work diligently, carefully, and in a good and workman-like manner; shall furnish all labor,
supervision, machinery, equipment, materials, and supplies necessary therefore; shall at its sole
expense obtain and maintain all permits and licenses required by public authorities, including those of
the County required in its governmental capacity, in connection with performance of the work; and, if
permitted to subcontract, shall be fully responsible for all work performed by subcontractors.
38. Indemnification and Insurance (P):
Indemnification Provisions: Contactor agrees to indemnify, defend with counsel approved in
writing by the County and any participating Cities, and hold the County and any participating Cities,
its elected and appointed officials, officers, employees, agents and those special districts and agencies
which the Cities Council's/County's Board of Supervisors acts as the governing Board ("Cities and
County Indemnitees") harmless from any claims, demands or liability of any kind or nature,
including, but not limited to, personal injury or property damage, arising from or related to the
services, products or other performance provided by Contactor pursuant to this Contract. If judgment
is entered against Contactor and the County and any participating Cities by a court of competent
jurisdiction because of the concurrent active negligence of the County and any participating Cities or
the Cities and County Indemnitees, Contactor and the County agree that liability will be apportioned
as determined by the court. Neither party shall request a jury apportionment.
Insurance Provisions: Prior to the provisions of services under this Contract, the Contractor agrees
to purchase all required insurance at Contractor's expense and to deposit with the County Certificates
of Insurance, including all endorsements required herein, necessary to satisfy the County that the
insurance provisions of this Contract have been complied with and to keep such insurance coverage
and the certificates therefore on deposit with the County during the entire term of this Contract. In
addition, all subcontractors performing work on behalf of Contractor pursuant to this Contract shall
obtain insurance subject to the same terms and conditions as set forth herein for Contractor except
Professional Liability insurance is not required and the County's minimum insurance limits shall
apply as indicated in the Subcontractor's section.
All insurance policies required by this Contract shall declare any deductible or self-insured retention
(SIR) in an amount in excess of $25,000 ($5,000 for automobile liability), which shall specifically be
approved by mutual agreement of the Cities representative and the County Executive Office
(CEO)/Office of Risk Management. Contractor shall be responsible for reimbursement of any
deductible to the insurer. Any self-insured retentions (SIlZs) or deductibles shall be clearly stated on
the Certificate of Insurance.
If the Contractor fails to maintain insurance acceptable to the County for the full term of this
Contract, the County may terminate this Contract.
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Qualified Insurer: The policy or policies of insurance must be issued by an insurer licensed to do
business in the state of California (California Admitted Carrier). If the carrier is anon-admitted
carrier in the state of California, CEO/Office of Risk Management retains the right to approve or
reject carrier after a review of the company's performance and financial ratings.
Minimum insurance company ratings as determined by the most current edition of the Best's Key
Rating Guide/Property-Casualty/United States or ambest.com shall be A-(Secure Best's Rating)
and VIII (Financial Size Category).
This policy or policies of insurance maintained by the Contractor shall provide the minimum limits
and coverage as set forth below:
Covera a Contractor Minimum Limits
Commercial General Liability with broad $5,000,000 combined single limit per
form property damage and contractual occurrence $5,000,000 aggregate
liabilit
Automobile Liability including coverage $1,000,000 combined single limit per
for owned, non-owned and hired vehicles occurrence
Workers' Com ensation Statuto
Em to ers' Liabilit Insurance $1,000,000 er occurrence
Professional Liability Insurance $5,000,000 per claims made or per
occurrence
Covera a Subcontractor Minimum Limits
Commercial General Liability with broad
form property damage and contractual
liabilit $1,000,000 combined single limit per
occurrence $2,000,000 aggregate
Automobile Liability including coverage
for owned, non-owned and hired vehicles $1,000,000 combined single limit per
occurrence
Workers' Com ensation Statuto
Em to ers' Liabilit Insurance $1,000,000 er occurrence
The Contractor may also be required to obtain a Performance Bond, a Financial Institution Bond
(crime coverage), Financial Institution Errors & Omissions coverage, Financial Guarantee Wrap or
equivalent coverages depending on how the Program is delineated. If required, the amount of these
items will be commensurate with the determined exposures.
The participating Cities and the" County of Orange shall be added as an additional insured on all
insurance policies required by this Contract with respect to work done by the Contractor under the
terms of this Contract (except Worker's Compensation/Employers' Liability and Professional
Liability). An additional insured endorsement evidencing that the Cities and the County of Orange is
an additional insured shall accompany the Certificate of Insurance.
All insurance policies required by this Contract shall be primary insurance, and any insurance
maintained by the Cities and the County of Orange shall be excess and non-contributing with
insurance provided by these policies. An endorsement evidencing that the Contractor's insurance is
primary and non-contributing shall specifically accompany the Certificate of Insurance for the
Commercial General Liability.
All insurance policies required by this Contract shall give the Cities and the County of Orange 30
days notice in the event of cancellation. This shall be evidenced by an endorsement separate from the
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Certificate of Insurance. In addition, the cancellation clause must include language as follows, which
edits the pre-printed ACORD certificate.
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED
BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY
WILL ~m~ n vnn Tn MAIL 30 DAYS WRITTEN NOTICE TO THE
CERTIFICATE HOLDER NAMED TO THE LEFT.
pC,T`T~T roc ~ rrn n~T Tr_ n TTnwr nn r T n aii rrv n~
ARTV Y7RTTl TTDnT~T TLT~ /''nAdD ARTV TTC~ A!'!~T~TT nD D~DD~C'~hTT ATTt/~
, LT' LTt tz'Ti=T-ri.
All insurance policies required by this Contract shall waive all rights to subrogation against the
participating Cities and the County of Orange and members of the Board of Supervisors, its elected
and appointed officials, officers, agents and employees when acting in the scope of their appointment
or employment.
If Contractor's Professional Liability policy is a "claims made" policy, Contractor shall agree to
maintain professional liability coverage for two years following completion of Contract.
The Commercial General Liability policy shall contain a severability of interests clause.
The Contractor is aware of the provisions of Section 3700 of the California Labor Code which
requires every employer to be insured against liability for Workers' Compensation or be self-insured
in accordance with the provisions of that code. The Contractor will comply with such provisions and
shall furnish the County satisfactory evidence that the Contractor has secured, for the period of this
Contract, statutory Workers' Compensation insurance and Employers' Liability insurance with
minimum limits of $1,000,000 per occurrence.
Insurance certificates should be forwarded to the agency/department address listed on the solicitation.
If the Contractor fails to provide the insurance certificates and endorsements within seven days of
notification by CEO/Purchasing or the agency/department purchasing division, award my be made to
the next qualified vendor.
The County expressly retains the right to require Contractor to increase or decrease insurance of any
of the above insurance types throughout the term of this Contract. Any increase or decrease in
insurance will be as deemed by the Orange County Risk Manager as appropriate to adequately protect
County.
The County shall notify Contractor in writing of changes in the insurance requirements. If Contractor
does not deposit copies of acceptable certificates of insurance and endorsements with the County
incorporating such changes within thirty days of receipt of such notice, this Contract may be in breach
without further notice to Contractor, and the County shall be entitled to all legal remedies.
The procuring of such required policy or policies of insurance shall not be construed to limit
Contractor's liability hereunder nor to fulfill the indemnification provisions and requirements of this
Contract.
39. Bills and Liens (Q): Contractor shall pay promptly all indebtedness for labor, materials and
equipment used in performance of the work. Contractor shall not permit any lien or charge to attach
to the work or the premises, but if any does so attach, Contractor shall promptly procure its release
and, in accordance with the requirements of Article 38, above, indemnify, defend, and hold the
County and any participating Cities harmless and be responsible for payment of all costs, damages,
penalties and expenses related to or arising from or related thereto.
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Model Contract
40. Changes (R): Contractor shall make no changes in the work or perform any additional work without
the County's specific written approval.
41. Change of Ownership (S): Contractor agrees that if there is a change or transfer in ownership of
Contractor's business prior to completion of this Contract, the new owners shall be required under
terms of sale or other transfer to assume Contractor's duties and obligations contained in this Contract
and complete them to the satisfaction of the County.
42. Force Majeure (T): Contractor shall not be assessed with liquidated damages or unsatisfactory
performance penalties during any delay beyond the time named for the performance of this Contract
caused by any act of God, war, civil disorder, employment strike or other cause beyond its reasonable
control, provided Contractor gives written notice of the cause of the delay to the County within 36
hours of the start of the delay and Contractor avails himself of any available remedies.
43. Confidentiality (Ln: Contractor agrees to maintain the confidentiality of all the County and the
County-related records and information pursuant to all statutory laws relating to privacy and
confidentiality that currently exist or exist at any time during the term of this Contract. All such
records and information shall be considered confidential and kept confidential by Contractor and
Contractor's staff, agents and employees.
44. Compliance with Laws (~: Contractor represents and warrants that services to be provided under
this Contract shall fully comply, at Contractor's expense, with all standards, laws, statutes,
restrictions, ordinances, requirements, and regulations (collectively "laws"), including, but not limited
to those issued by the County in its governmental capacity and all other laws applicable to the
services at the time services are provided to and accepted by the County. Contractor acknowledges
that the County is relying on Contractor to ensure such compliance, and pursuant to the requirements
of Article 38, above, Contractor agrees that it shall defend, indemnify and hold the County and the
County Indemnitees harmless from all liability, damages, costs and expenses arising from or related
to a violation of such laws.
45. Freight (F.O.B. Destination) (W): Contractor assumes full responsibility for all transportation
scheduling, packaging, handling, insurance, and other services associated with delivery of all
products deemed necessary under this Contract.
46. Pricing (~: The Contract price shall include full compensation for providing all required goods, in
accordance with required specifications, or services, as specified herein or when applicable, in the
scope of services attached to this Contract, and no additional compensation will be allowed therefore,
unless otherwise provided for in this Contract.
47. Waiver of Jury Trial (~: Each Party acknowledges that it is aware of and has had the opportunity
to seek advice of counsel of its choice with respect to its rights to trial by jury, and each Party, for
itself and its successors, creditors, and assigns, does hereby expressly and knowingly waive and
release all such rights to trial by jury in any action, proceeding or counterclaim brought by any Party
hereto against the other (and/or against its officers, directors, employees, agents, or subsidiary or
affiliated entities) on or with regard to any matters whatsoever arising out of or in any way connected
with this Contract and/or any other claim of injury or damage.
48. Terms and Conditions (Z): Contractor acknowledges that it has read and agrees to all terms and
conditions included in this Contract.
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Section III
Model Contract
49. Headings (AA): The various headings and numbers herein, the grouping of provisions of this
Contract into separate clauses and paragraphs, and the organization hereof are for the purpose of
convenience only and shall not limit or otherwise affect the meaning hereof.
50. Severability (BB): If any term, covenant, condition or provision of this Contract is held by a court of
competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof
shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby.
51. Calendar Days (CC): Any reference to the word "day" or "days" herein mean calendar day or
calendar days, respectively, unless otherwise expressly provided.
52. Attorney Fees (DD): In any action or proceeding to enforce or interpret any provisions of this
Contract, or where any provisions hereof is validly asserted as a defense, each Party shall bear its own
attorney's fees, costs and expenses.
53. Interpretation (EE): This Contract has been negotiated at arm's length and between persons
sophisticated and knowledgeable in the matters dealt with in this Contract. In addition, each Party has
been represented by experienced and knowledgeable independent legal counsel of their own choosing
or has knowingly declined to seek such counsel despite being encouraged and given the opportunity
to do so. Each Party further acknowledges that they have not been influenced to any extent
whatsoever in executing this Contract by any other Party hereto or by any person representing them,
or both. Accordingly, any rule or law (including California Civil Code Section 1654) or legal decision
that would require interpretation of any ambiguities in this Contract against the Party that has drafted
it is not applicable and is waived. The provisions of this Contract shall be interpreted in a reasonable
manner to effect the purpose of the Parties and this Contract.
54. Authority (FF): The Parties to this Contract represent and warrant that this Contract has been duly
authorized and executed and constitutes the legally binding obligation of their respective organization
or entity, enforceable in accordance with its terms.
55. Audits/Inspections (GG): Contractor agrees to permit the County's Auditor-Controller or the
Auditor-Controller's authorized representative (including auditors from a private auditing firm hired
by the County) access during normal working hours to all books, accounts, records, reports, files,
financial records, supporting documentation, including payroll and accounts payable/receivable
records, and other papers or property of contractor for the purpose of auditing or inspecting any
aspect of performance under this contract. The inspection and/or audit will be confined to those
matters connected with the performance of the contract including, but not limited to, the costs of
administering the contract. The County will provide reasonable notice of such an audit or inspection.
The County reserves the right to audit and verify the contractor's records before final payment is
made.
Contractor agrees to maintain such records for possible audit for a minimum of three years after final
payment, unless a longer period of records retention is stipulated under this contract or by law.
Contractor agrees to allow interviews of any employees or others who might reasonably have
information related to such records. Further, contractor agrees to include a similar right to the County
to audit records and interview staff of any subcontractor related to performance of this contract.
Should the contractor cease to exist as a legal entity, the contractor's records pertaining to this
agreement shall be forwarded to the surviving entity in a merger or acquisition or, in the event of
liquidation, to the County's project manager.
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City/County FIRST Program Section 111
Model Contract
56. Employee Eligibility Verification (HIS: The Contractor warrants that it fully complies with all
Federal and State statutes and regulations regarding the employment of aliens and others and that all
its employees performing work under this Contract meet the citizenship or alien status requirement
set forth in Federal statues and regulations. The Contractor shall obtain, from all employees
performing work hereunder, all verification and other documentation of employment eligibility status
required by Federal or State statutes and regulations including, but not limited to, the Immigration
Reform and Control Act of 1986, 8 U.S.C. §1324 et seq., as they currently exist and as they may be
hereafter amended. The Contractor shall retain all such documentation for all covered employees for
the period prescribed by the law. The Contractor shall indemnify, defend with counsel approved in
writing by the County, and hold harmless, the County and any participating Cities, its agents, officers,
and employees from employer sanctions and any other liability which may be assessed against the
Contractor or the County or both in connection with any alleged violation of any Federal or State
statutes or regulations pertaining to the eligibility for employment of any persons performing work
under this Contract.
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County of Orange, OCPublic Works
City/County FIRST Program
RFP# 080-591872
Section III
Model Contract
Model Contract Signature Page
IN WITNESS WHEREOF, the Parties hereto have executed this Contract on the dates shown below their
respective signatures below.
CONTRACTOR*
By DO NOT SIGNAT THIS TIME By
Print Print
Name Name
Title Title
Corporate Officer Corporate Officer
Date Date
COUNTY OF ORANGE
apolitical subdivision of the State of California
By
Print
Name Adriana Pineda
Title Purchasing_Manager
Date
* If the contracting party is a corporation, (Z) two signatures are required: one (1) signature by the
Chairman of the Board, the President or any Vice President; and one (1) signature by the Secretary, any
Assistant Secretary, the Chief Financial Officer or any Assistant Treasurer. The signature of one person
alone is sufficient to bind a corporation, as long as he or she holds corporate offices in each of the two
categories described above. For County purposes, proof of such dual office holding will be satisfied by
having the individual sign the instrument twice, each time indicating his or her office that qualifies under
the above described provision. In the alternative, a single corporate signature is acceptable when
accompanied by a corporate resolution demonstrating the legal authority of the signatory to bind the
corporation.
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County of Orange, OCPublic Works RFP# 080-591872
City/County FIRST Program Section III
Model Contract
Attachment A
Scope of Work
ATTACHMENT A
SCOPE OF WORK
City/County FIRST Program
I. INTRODUCTION
The Global Warming Solutions Act of 2006 (AB 32) is an environmental law in California, signed
into law on September 27, 2006. The bill establishes a timetable to bring California into near
compliance with the provisions of the Kyoto Protocol. The law requires that by 2020 the state's
greenhouse gas emissions be reduced to 1990 levels, a roughly 25% reduction under business as
usual estimates.
AB 811 helps California municipalities accomplish the goals outlined by Global Warming Solutions
Act of 2006. The law authorizes all cities and counties in California to designate areas within which
willing property owners may enter into contractual assessments to fmance the installation of
distributed renewable energy generation, as well as energy efficiency improvements, that are
permanently fixed to the property owner's residential, commercial, industrial, or other real property.
These financing arrangements would allow property owners to fmance renewable generation and
energy efficiency improvements through low-interest loans that would be repaid as an item on the
property owner's property tax bill.
In furtherance of the objectives of AB32 and AB 811, the County of Orange and participating Cities
would implement the City/County Financing Initiative for Renewable and Solar Technology
Program ("FIRST Program"). The FIRST Program will provide fmancing structure and options for
property owners (residential and commercial) to install solar and other energy efficient systems,
which would contribute toward reducing the entire County's carbon footprint.
The program is designed to allow property owners, on a volunteer basis, to install solar electric and
thermal systems and make energy efficient improvements to their buildings and pay for the cost over
twenty (20) years through an annual assessment on their property tax bill or through other cost
effective financing and repayment mechanisms that achieve the stated goals of the FIRST Program.
It is proposed that long-term fixed amortization bonds would be issued and sold to financial
institution and others to provide the upfront financing in support the FIRST Program. Property
owners would have the option to participate in the FIRST Program on a volunteer basis and pay off
their loan with an increase in their property taxes similar to a volunteer assessment payment
structure with the tax obligation transferring if the property is sold.
The County's goal is that the FIRST Program to be self-funding with any County and any
participating Cities expenditure to be recovered through the program or other financing programs as
described by the respondents (loan programs, utility on-bill financing for residential customers, etc.).
The County of Orange is inviting proposals from qualified firms and parties to design, administer
market and finance the program for the County and any participating Cities. The proposal should
include:
1. Assistance as necessary in the formation and implementation of the financing district and
program.
2. A comprehensive plan to administer the program, process applications, align program
resources/vendors, publicize the program, handle customer service, and ensure quality
assurance.
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City/County FIRST Program Section III
Model Contract
Attachment A
Scope of Work
3. A financing package that includes an agreement to purchase and/or remarket the bonds in the
secondary market, or other financial loan programs that accomplish the stated goals, at no
risk to the County and any participating Cities.
II. PROGRAM DESCRIPTION
The intent of the FIRST Program is to cost-effectively reduce greenhouse gas emissions and energy
costs within Orange County. A solar and/or sustainable energy efficiency financing district can be a
significant component of any effort to reduce local greenhouse gas emission, to promote energy
efficiency improvements in its buildings, to make the shift to renewable sources of energy more
affordable, and to reduce energy costs for residents and businesses. Energy efficiency improvements,
solar photovoltaic installations, and solar hot water systems are already cost effective for many
residential and commercial property owners with the existing State and Federal subsidies. However,
the lack of appropriate financing has inhibited its growth.
The FIRST Program is designed to allow property owners (residential and commercial) to
voluntarily install solar electric and thermal systems and make energy efficiency improvements to
their buildings and pay for the cost over twenty (20) years through an annual assessment on their
property tax bills or through other financial loan programs. No property owner would be subject to
an assessment unless they themselves elect to participate in the program. Those who participate and
have the qualifying energy efficient systems installed on their property would pay for the cost of
their project -including principal, interest, reserves and administrative costs -and fees to administer
the program. Individual property owners would select from an approved list of qualified private solar
installers and contractors for energy efficiency and solar projects.
The FIRST Program will address two (2) of the major financial hurdles to solar and energy
efficiency installation -the high up-front cost and the possibility that those costs will not be
recovered if the property is sold. Under the financing plan, there is no up-front cost to the property
owner, and if the property is sold prior to the end of the repayment period, it is intended that the new
owner will take over the remaining assessments as part of the property's annual tax bill. Legislation
and a validation suit is necessary to confirm this financing plan structure.
It is proposed that funding for the FIRST Program be provided through the issuance of bonds that is
repaid semi-annually through a new line-item on the tax bills of participating property owners. The
FIRST Program is designed to avoid any County and any participating Cities subsidy to exposure to
the County and any participating Cities general fund.
The FIRST Program is an authorized use of Contract assessment districts under State law (Streets
and Highways Code sections 5898.10 et. seq. as amended by AB 811). It should be noted that
Mello-Roos Community Facilities Districts and SB 379 programs may be better adapted for on-
property tax financing.
III. SUMMARY SCOPE OF WORK
As the lead entity, the County is seeking an administrative and fmancial partner to run the FIRST
Program. The County encourages respondents to this proposal to partner with other firms or parties,
if necessary, to cover the program's complexities including the legal, administrative, and financial
elements of the RFP and the program. The County reserves the right to award the Contract in whole
or in part including the right to choose components of separate proposals and combine them together
or to award specific Contracts as deemed necessary by the County, in its sole discretion.
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County of Orange, OC Public Works RFPI# 080-591872
City/County FIRST Program Section III
Model Contract
Attachment A
Scope of Work
The proposal should include the following elements:
A. DESIGN: Assistance, as necessary, in the formation and implementation of an energy
financing district and program. The proposal should indicate the ability of the firm(s) to
provide consulting, referrals, and recommendations to the County while it is setting up
the legal structure, forming the district, and determining program particulars.
Deliverables may include but are not limited to designing:
• Resolutions authorizing the FIRST Program.
• FIRST Program guidelines
• Eligible equipment list
• Loan application
• Loan process
• Loan agreement
• Notice of assessment
• Assessment district maintenance
• Election support if required
B. ADMINISTER: A comprehensive plan to administer the FIRST Program, process
application, align program resources/vendors, publicize the program, handle customer
service and ensure quality assurance. The proposal should clearly outline exactly how the
FIRST Program would be administered:
• Which components would be handled by the firm(s) and which would be handled by
the County or participating Cities
• What information on the FIRST Program would be provided to potential participants
and how it would be provided
• Application components and process
• Detailed timeline for typical FIRST Program participant
• Residential participant program's first priority
• Incorporation of whole house energy audits
• Criteria by which applicants are approved or denied
• Level and type of customer service
• All application/administration related fees or commissions
• Relationship with the County and participating Cities -engagement, support,
reporting
• Relationship with program resources/vendors, especially, qualified private solar
installers and contractors for energy efficiency and solar projects.
The firm(s) will also be responsible for coordinating payment of invoices to installers and
contractors. Prior to funding, at a minimum, the Program Administrator will collect a
signed final permit inspection (utility and/or building), a final invoice from the
installer/contractor and an executed and notarized approval to assess the property owners
and consent to record a tax lien. The Program Administrator will deliver to the County or
participating city a complete set of signed documents for each property owner and will
retain a copy of the complete set.
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County of Orange, OC Public Works
RFP# 080-591872
City/County FIRST Program Section III
Mode! Contract
Attachment A
Scope of Work
C. MARKET: The firm(s) will market the FIRST Program within the participating Cities and
the County of Orange. Marketing of the program may include, but is not limited to the
following:
• Create a webpage which provides information about the FIIZST Program
• Create a new and unique name for the program
• Develop and provide community workshops
• Answer incoming calls about the program
• Develop educational materials designed to educate consumers regarding energy
efficiency and solar technologies
D. SUPPORT: The firm(s) will provide ongoing support to the County and participating
Cities. The specific type of support will be determined in the FIRST Program guidelines.
It is expected that the qualified firm will attend all meetings of the County and
participating Cities and be prepared to report on the program's operation, outcomes and
successful reduction of energy consumption and cost avoidance.
• Contractor shall submit to County and/or participating Cities reports on a regularly
scheduled basis (Content of reports and schedules TBD)
• Contractor shall provide ad hoc reports, as requested by County and/or participating
Cities
E. FINANCE: A financing package that includes an agreement to purchase and/or remarket
bonds and prompt funding to program participants. The proposal should provide:
• Market analysis estimating number of participating properties and maximum size of
bond issuance(s).
• Draft term sheet for bond purchase agreement with detailed information on projected
interest rates/benchmarks, fees, and commissions.
• Detailed timeline for bond purchase and provision of funds to program participants.
• All the terms and conditions related to the financing.
• All estimated issuance cost associated with the bond issue including independent,
third-party legal and financial advisors, the printing costs associated with the offering
documents to be recovered by the County and participating Cities upon the formation
of the assessment district and sale of bonds. Firms to provide legal and financial
advice will be chosen at the discretion of the County and/or participating Cities.
• Or alternative financing and loan structure that accomplishes the stated goals of the
program.
IV. SCOPE OF SERVICES AND FEE
The Scope of Work will be based on the information in the RFP, but will only be finalized after
the selection process is complete.
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County of Orange, OC Public Works RFP #080-591872
Ciry/County FIRST Program Section III
Model Contract
Attachment B
Contractor's Pricing
ATTACHMENT B
CONTRACTOR'S PRICING
(Complete and submit as #4, in Part 3 of Section II "Response Requirements")
I. PRICING: The FIRST Program would require that pricing is paid from the proceeds of the bond
sale(s). All administrator and finance costs must be fully recovered and self-funding through this
program.
There are three objectives that need to be satisfied through the pricing:
1. Display the fixed and variable costs of the vendor proposals for both administration and
financing components of the scope of work in unit pricing terms and interest rate spread
terms.
2. Include volume based pricing so that as the program grows the economies of scale benefit
Orange County taxpayers and program participants.
3. Prevent cream-skimming of just the most profitable customers. The program is designed
to increase market penetration of energy efficiency and renewable energy systems for all
property owners.
Respondents must complete and submit the following tables:
Small size system (<7KV~ pricing response in unit pricing ($)
Annual ro am Volume <$SM $5-25M $25-100M >$100M
Administration & marketing
(variable costs)
Administration & marketing
(fixed costs)
Financing (fixed costs)
Financing (variable costs)
Small size system (<7KV~ pricing response in interest rate spread (%)
Annual ro am Volume <$SM $5-25M $25-100M >$100M
Administration & marketing
variable costs
Administration & marketing
fixed costs
Financing (fixed costs)
Financing (variable costs)
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RFP #080-591872
City/County FIRST Program Section 111
Model Contract
Attachment B
Contractor's Pricing
Large size system (>7KV~ pricing response in unit pricing ($)
Annual ro am Volume <$SM $5-25M $25-100M >$100M
Administration & marketing
(variable costs)
Administration & marketing
(fixed costs)
Financing (fixed costs)
Financing (variable costs)
Large size system (>7KW) pricing response in interest rate spread (%)
Annual ro am Volume <$SM $5-25M $25-100M >$100M
Administration & marketing
variable costs
Administration & marketing
fixed costs
Financing (fixed costs)
Financing (variable costs)
II. COMPENSATION: This is a fixed fee for service contract that is translated into afull-recoverable
percentage using a mutually agreed upon formula between the County and Contractor for
Professional Services, Administrative Support and Bond Financing or Purchase Agreement, or other
financing package as provided in Attachment A, Scope of Work. The Contractor agrees to accept
the specified compensation as set forth in this Contract as full remuneration for performing all
services and furnishing all staffing and materials required, for any reasonably unforeseen difficulties
which may arise or be encountered in the execution of the services until acceptance, for risks
connected with the services, and for performance by the Contractor of all its duties and obligations
hereunder. The County shall have no obligation to pay any sum. Payment is to be fully recovered
from the successful completion of individual property owner projects.
III. PAYMENT SCHEDULE: Payment shall be made upon acceptance of services and at the time of
funding of the projects, at the discretion of the County Project Manager. The County will pay the
following fees in accordance with the provisions of this Contract; partial payment may be allowed at
the County Project Manager's discretion.
a. Price Breakdown (additional rows may be added)
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Task/Service Descri tion Cost
1.
2.
3.
4.
5.
6.
7.
Page
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County of Orange, OC Public Works RFP #080-591872
City/County FIRST Program Section III
Model Contract
Attachment B
Contractor's Pricing
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
Total Contract Amount for
Ci /Coun FIRST Pro ram
b. Hourly Rates and Classifications/Titles (additional rows may be added)
Classification/Titles Hourl Rate
Pro~ect Mana er
Formula for conversion of fixed fee agreement into interest rate spread at time of
financing.
IV. FIRM DISCOUNT AND PRICING STRUCTURE: Contractor guarantees that prices quoted are equal to
or less than prices quoted to any other local, State or Federal government entity for services of equal
or lesser scope. Contractor agrees that no price increases shall be passed along to the County or
participating Cities during the term of this Contract not otherwise specified and provided for within
this Contract.
V. CONTRACTOR'S EXPENSE: The Contractor will be responsible for all costs related to photo
copying, telephone communications, fax communications, and parking while on County or
participating Cities sites during the performance of work and services under this Contract.
VI. PAYMENT TERMS: Invoices are to be submitted in arrears, after services have been completed and
funding disbursement of the individual projects, to the address specified below. Payment will be net
thirty (30) days after receipt of an invoice in a format acceptable to County of Orange. Invoices
shall be verified and approved by the County and subject to routine processing requirements. The
responsibility for providing an acceptable invoice rests with the Contractor.
Billing shall cover services and/or goods not previously invoiced. The Contractor shall reimburse
the County of Orange or participating Cities for any monies paid to the Contractor for goods or
services not provided or when goods or services do not meet the Contract requirements.
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RFP #080-591872
City/County FIRST Program Section 111
Model Contract
Attachment B
Contractor's Pricing
Payments made by the County shall not preclude the right of the County from thereafter disputing
any items or services involved or billed under this Contract and shall not be construed as acceptance
of any part of the goods or services.
VII. PAYMENT- INVOICING INSTRUCTIONS: The Contractor will provide an invoice on the Contractor's
letterhead. Each invoice will have a unique number and will include the following information:
1. Contractor's name and address
Z. Contractor's remittance address, if different from 1, above
3. Name of County agency/department
4. Delivery/service address
5. Contract number
6. Service Date
7. Description of Tasks/Services (as specified above)
8. Hourly Rate, Classification/Title and Number of Hours for each Task/Service
9. Total
10. Taxpayer ID number
The responsibility for providing an acceptable invoice to the participating County for payment rests
with the Contractor. Incomplete or incorrect invoices are not acceptable and will be returned to the
Contractor for correction. Invoices and support documentation are to be forwarded to:
Orange County
OC Public Works/Purchasing
Attn: Accounts Payable
300 N. Flower Street
Santa Ana, CA 92703-5000
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RFP # 080-591872
City/County FIRST Program Section III
Model Contract
Attachment C
Staffing Plan
ATTACHMENT C
STAFFING PLAN
(Complete and submit as #2.a.1., in Part 3 of Section II "Response Requirements")
1. KEY PERSONNEL TO PERFORM CONTRACT DUTIES
Name Classification/Designation Years of Experience Contractor or
Subcontractor
Project Manager
Contractor understands that those individuals represented as assigned to the project must remain
working on the project throughout the duration of the project unless otherwise requested or approved
by the County. Substitution or addition of Contractor's Key Personnel in any given classification/title
shall be allowed only with prior written approval of the County Project Manager. During the term of
this Contract, Contractor shall maintain a business office in Southern California.
The Contractor may reserve the right to involve other Contractor personnel, as their services are
required. The specific individuals will be assigned based on the need and timing of the
service/classification required. Assigrunent of additional key personnel shall be subject to the
City/County written approval. County reserves the right to have any of Contractor personnel
removed from providing services to City/County under this Contract. The City/County is not
required to provide any reason for the request for removal of any Contractor personnel.
2. SUBCONTRACTOR(S)
In accordance with Article 31, "Assignment or Subcontracting," listed below are subcontractor(s)
anticipated by Contractor to perform services specified in Attachment A. Substitution or addition of
Contractor's subcontractors in any given project function shall be allowed only with prior written approval
of the City/County Project Manager.
Company Name & Contact Name & Telephone Project Function
Address Number
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County of Orange, OC Public Works RFP # 080-591782
City/County FIRST Program Exhibit 1
EXHIBIT 1
ORANGE COUNTY CHILD SUPPORT ENFORCEMENT
CERTIFICATION REQUIREMENTS
In order to comply with child support enforcement requirements of Orange County, within 10 days of
award of contract, the successful contractor must furnish to the Contract Administrator, Purchasing Agent
or the agency/department Deputy Purchasing Agent:
A. In the case of an individual contractor, his/her name, date of birth, Social Security number, and
residence address;
B. In the case of a contractor doing business in a form other than as an individual, the name, date of
birth, Social Security number, and residence address of each individual who owns an interest of
10 percent or more in the contracting entity;
C. A certification that the contractor has fully complied with all applicable federal and state
reporting requirements regarding its employees; and
D. A certification that the contractor has fully complied with all lawfully served Wage and Earnings
Assignment Orders and Notices of Assignment and will continue to so comply.
The certifications will be stated as follows:
"I certify that is in full compliance with all applicable federal and state reporting
requirements regarding its employees and with all lawfully served Wage and Earnings Assignment
Orders and Notices of Assignments and will continue to be in compliance throughout the term of Contract
with Orange County. I understand that failure to comply shall constitute a material
breach of the contract and that failure to cure such breach within 10 calendar days of notice from the
County shall constitute grounds for termination of the contract.
It is expressly understood that this data will be transmitted to governmental agencies charged with the
establishment and enforcement of child support orders and for no other purposes and will be held
confidential by those agencies.
Failure of the contractor to timely submit the data and/or certifications required above or to comply with
all federal and state reporting requirements for child support enforcement or to comply with all lawfully
served Wage and Earnings Assignment Orders and Notices of Assignment shall constitute a material
breach of the contract. Failure to cure such breach within 10 calendar days of notice from the County
shall constitute grounds for termination of the contract.
After notification of award, the successful contractor may use the forms supplied herein, to fiunish
required information listed above.
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County of Orange, OC Public Works RFP # 080-591782
City/County FIRST Program Exhibit
ORANGE COUNTY CHILD SUPPORT ENFORCEMENT
CERTIFICATION REQUIItEMENTS
A. In the case of an individual contractor, his/her name, date of birth, Social Security
number, and residence address:
Name: (DO NOT COMPLETE AT THIS TIME)
D.O.B:
Social Security No:
Residence Address:
B. In the case of a contractor doing business in a form other than as an individual, the name,
date of birth, Social Security number, and residence address of each individual who owns
an interest of 10 percent or more in the contracting entity:
Name:
D.O.B:
Social Security No:
Residence Address:
Name:
D.O.B:
Social Security No:
Residence Address:
Name:
D.O.B:
Social Security No:
Residence Address:
(Additional sheets may be used if necessary)
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County of Orange, OC Public Works RFP # 080-591782
City/County FIRST Program Exhibit 1
C. A certification that the contractor has fully complied with all applicable federal and state
reporting requirements regarding its employees; and
D. A certification that the contractor has fully complied with all lawfully served Wage and
Earnings Assignment Orders and Notices of Assignment and will continue to so comply.
"I cert~ that is in full compliance with all applicable federal
and state reporting requirements regarding its employees and with all lawfully served
Wage and Earnings Assignment Orders and Notices of Assignments and will continue to
be in compliance throughout the term of Contract
with Orange
County. I understand that failure to comply shall constitute a material breach of the
contract and that failure to cure such breach within 10 calendar days of notice from the
County shall constitute grounds for termination of the contract.
Authorized Signature Name Title
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