Kitchen_Equipment_Repair_And_Maintenance.pdf

County of Orange, OC Public Works

Invitation for Bid for Kitchen Equipment Repair And Maintenance

IFB # IFB-080-2949601-GD

For more information, please visit our online supplier portal, located at https://procurement.opengov.com/portal/ocgov

COUNTY OF ORANGE

OC Public Works

PROCUREMENT SERVICES

601 N ROSS ST FL 4

SANTA ANA, CA

92701-4091

Date: Monday, October 6, 2025

INVITATION FOR BIDS

FOR: KITCHEN EQUIPMENT REPAIR AND MAINTENANCE

BID MUST BE RECEIVED BEFORE:

November 5, 2025 / 2:00 pm

IFB # IFB-080-2949601-GD

Procurement Services Regular Office Hours:

8:00 AM to 5:00 PM

Monday through Friday

The office is closed between 12:00 PM and 1:00 PM

Table Of Contents

1. General Information

2. General Instructions

3. Protest Procedures

4. Model Contract

5. OCLSB and DVBE Preference Policies Certification Requirements

6. Electronic Fund Transfer (EFT)

7. Pricing

8. Vendor Responses

SECTION 1. General Information

1.1 IMPORTANT NOTICE

The County has attempted to provide all information available. It is the responsibility of each Bidder to review, evaluate, and, where necessary, request any clarification prior to submission of a bid. If any person contemplating submitting a bid in response to this IFB 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 must submit a written request for clarification/interpretation to the County Deputy Procurement Agent

(DPA), Gene Duenas, via the County’s online biding system.

1.2 CLARIFICATION/INTERPRETATION

If clarification or interpretation of this solicitation is considered necessary by County, a written addendum shall be issued and the information will be posted on County’s online bid system. Any interpretation of, or correction to, this solicitation will be made only by addendum issued by the County DPA. All addenda will be submitted and posted on the County’s online bidding system. It is the responsibility of each Bidder to periodically check the County’s online biding system 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 to, or interpretations of the documents, including any oral information.

All questions or requests for interpretation must be received by Wednesday, October 29, 2025 before

2:00 pm.

1.3 COMMUNICATION

Bidders are not to contact other County personnel with any questions or clarifications concerning this

Invitation for Bid (IFB). All questions regarding this solicitation must be submitted via the Question &

Answer section of this solicitation within the County’s eProcurement Portal at:

https://procurement.opengov.com/portal/ocgov. Any County response relevant to this IFB other than through or approved by County is unauthorized and will be considered invalid.

County of Orange IFB

OC Public Works - Kitchen Equipment Repair And Maintenance, IFB-080-2949601-GD

County's Deputy Procurement Agent, Gene Duenas, will provide all official communication concerning this IFB.

1.4 BID VALIDITY

Bids will be valid for a period of 365 days after IFB closing date.

1.5 LOBBYISTS

County of Orange does not require and neither encourages or discourages the use of lobbyists or other consultants for the purpose of securing business.

ORANGE COUNTY BOARD OF SUPERVISORS

AND COUNTY AGENCY OFFICERS

Board of Supervisors

Janet Nguyen, First District Vicente Sarmiento, Second District

Donald P. Wagner, Chairman, Third District Doug Chaffee, Vice Chairman, Fourth District

Katrina Foley, Fifth District

County Agency Officers

Claude Parrish, Assessor Hugh Nguyen, Clerk-Recorder

Todd Spitzer, District Attorney-Public Administrator Don Barnes, Sheriff-Coroner

Shari L. Freidenrich, Treasurer-Tax Collector Andrew Hamilton, Auditor-Controller

SECTION 2. General Instructions

2.1 REVIEW

Before submitting a bid, Bidders shall carefully review the General Instructions and examine the solicitation contents, including the Model Contract Terms, Conditions and Scope of Work. Bidders shall include in their bid response a monetary sum to cover the cost of all items included in the Contract. The Model

Contract contained in this solicitation is the Contract proposed for execution. Upon award, awarded Bidder will be required to sign and submit Contract for execution.

2.2 RESPONSIVENESS

Responsive bids shall include completed submittals/attachments provided in the Vendor Responses.

2.3 BID SUBMISSION

Electronic Bids shall be submitted via the County’s online bidding system via the following link https://procurement.opengov.com/portal/ocgov. All required sections of the IFB as listed above, must be submitted via the County’s eProurement Portal. Bidder is solely responsible for “on time” submission of their electronic bid. The County will not accept late bids and no exceptions shall be made. County will only receive those bids that were transmitted successfully.

Note: Electronic Bids cannot be viewed by County until after the solicitation deadline. If you encounter any problems with your registration, system, bid submission, or other system issues, please contact OpenGov’s support staff via the live chat option or via email at procurement-support@opengov.com.

2.4 AWARD

Upon recommendation of Contract award, Bidder will be required to submit the following documents within seven (7) days of County notification, unless otherwise specified in the solicitation:

A. Insurance: Certificate(s) of Insurance, including additional Insured Endorsement(s); refer to Model

Contract, Article-Insurance

B. W-9 Form: Current signed W-9 (Taxpayer ID No & Certification), which includes Contractor’s

Legal Business Name(s). Out of State Vendors are required to submit a 587/590 Form.

2.5 PRICING

A. Bid Prices: The bid prices quoted on this solicitation shall be firm for the entire contract term of the awarded Contract.

B. Addenda: Bid prices offered shall reflect all addenda issued by County.

C. Scope of Work: Bids shall be submitted only for the items and/or services as stated in the Scope of Work, Attachment A of Model Contract; bids for other than the items and/or services listed will not be considered.

D. Firm Prices: The County will only consider firm price bids.

E. Profit: The net amount of profit will remain firm for the entire term of the Contract. Contract adjustments which increase Contractor’s profit will not be allowed.

F. Price Decreases: All price/rate decreases will automatically be extended to the County. Please reference Paragraph – Price Increase/Decrease provision for additional information.

G. Acceptance: Bids must be provided for each item separately, “all-or-none” bids will not be accepted unless in the best interest of the County.

2.6 NO SUBSTITUTIONS

The bidder is required to meet all specifications and requirements contained in this solicitation. No substitutions will be accepted, unless prior County written approval is received.

2.7 DISCREPANCIES

Bidder shall take all responsibility for any errors or omissions in their bids. Any discrepancies in numbers or calculations shall be interpreted to reflect the lowest price to the County.

If prior to contract award, a Bidder discovers a mistake in their bid which renders the Bidder unwilling to perform under any resulting contract, the Bidder must immediately notify the buyer and request to withdraw the bid. It shall be solely within the County's discretion as to whether withdrawal will be permitted. If the solicitation contemplated evaluation and award of "all or none" of the items, then any withdrawal must be for the entire bid. If the solicitation provided for evaluation and award on a line item or combination of items basis, the County may consider permitting withdrawal of specific line item(s) or combination of items.

mailto:procurement-support@opengov.com

2.8 BID EXPENSES

The County shall not be liable for any expenses incurred by potential Contractors in the preparation or submission of their bids. Pre-contractual expenses are not to be included in the Contractor’s Pricing Sheet.

Pre-contractual expenses are defined as, including but not limited to, expenses incurred by Bidder in:

A. Preparing its bid in response to this IFB.

B. Submitting that bid to the County.

C. Negotiating with the County any matter related to the bid; and, D. Any other expenses incurred by the Bidder prior to the date of the award and execution, if any, of the Contract.

2.9 ACCEPTANCE/REJECTION/AWARD

A. Bids submitted in response to this IFB may become subject to public disclosure under the California

Public Records Act, and other applicable law. The County shall not be liable in any way for disclosure of any such records. Additionally, all bids shall become the property of the County.

B. The lowest responsive, responsible Bidder will be recommended for contract award.

C. Bids will be reviewed by the County for responsiveness to all requirements. The County has the right to reject any bid deemed unresponsive or lacking the resources or experience to adequately perform the services described herein.

D. Only those responsible, responsive bids meeting all solicitation requirements and specifications shall be further reviewed for consideration for award. Award shall be based on the lowest, responsive, responsible bid.

E. Please take notice, non-acceptance of the County of Orange terms and conditions, incorporated in model contract, may deem a bid non-responsive. County may not accept any other terms, conditions, or provisions contrary to those contained within this solicitation.

F. Final award determination shall be based upon the lowest responsive, responsible bid, and may also include a review of Bidder’s ability to meet the requirements and perform the services specified in this solicitation; Bidder’s references and past performance; and Bidder’s acceptance of County of

Orange terms and conditions.

G. By submitting a response to this solicitation, Bidders agree to accept the decision of the County

DPA as final.

H. Awarded Bidder will be required to sign a contract upon award. If Bidder is a corporation, signature will be provided in accordance with the corporation’s code as specified in this solicitation.

2.10 RIGHTS RESERVED TO COUNTY

The County reserves the right to:

A. Request a sample for determining equality with the specified brand.

B. Waive, at its discretion, any non-material defects, irregularity, or informality, which County deems correctable or otherwise not warranting rejection of the bid that do not result in any unfair competitive advantage.

C. Verify and validate any information prior to Contract Award and during the entire term of the

Contract.

D. Make multiple awards to Bidders for services requested in this solicitation, at its sole discretion, to serve the best interests of the County

E. Accept or reject in whole or in part any or all bids received as a result of this solicitation at its sole discretion and to solicit for new bids, as the best interest of the County may require.

F. Negotiate the final Contract with the lowest, responsive and responsible Bidder or Bidders as necessary to serve the best interests of the County.

G. Withdraw or cancel in part or in its entirety this solicitation at any time without prior notice and furthermore makes no representation that any contract will be awarded to any Bidder responding to this solicitation.

H. Award its total requirements to one Bidder or to apportion those requirements among two or more

Bidders as the County may deem to be in its best interests; therefore, bids must be provided for each item separately; “all-or-none” bids will not be accepted unless in the best interest of the

County.

I. Defer award of this Contract for a period of 90 days after the Bid opening. During this period of time, Bidders shall guarantee the prices quoted in their Bids. County and the lowest responsive, responsible Bidder may mutually agree in writing to a longer deferral period.

2.11 JOINT BIDS

Where two or more Bidders desire to submit a single bid in response to a 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 or multiple firms, but not with multiple firms doing business as a joint venture.

2.12 UNFAIR PRACTICES AND OTHER LAWS

Bidder warrants that its bid complies with the Unfair Practices Act (Business and Professions Code Section

17000 et seq.) and all applicable County, State and Federal laws and regulations.

2.13 INDEPENDENCE OF BID

By submitting a bid, Bidder swears under penalty of perjury that it did not conspire with any other supplier to set prices in violation of anti-trust laws.

2.14 AMERICANS WITH DISABILITY ACT (ADA)

To comply with the non-discrimination requirements of the ADA, it is the policy of the County to make every effort to ensure that its programs, activities and services are available to all persons, including persons with disabilities. For persons with a disability needing a reasonable modification to participate in the procurement process, or for persons having questions regarding reasonable modifications for the procurement process, you must contact the buyer listed in the solicitation.

2.15 DUNS NUMBER

The County requires a valid D-U-N-S number prior to Contract Award. If needed, your company may obtain one at no cost at www.dnb.com. If you are unable to provide/obtain a D-U-N-S number, please indicate so in your bid submission response.

2.16 UNIQUE ENTITY IDENTIFIER NUMBER (UEI)

The County requires a valid UEI number prior to Contract Award. If needed, your company may obtain one at no cost at www.usfcr.com. If you are unable to provide/obtain a UEI number, please indicate so in your bid submission response.

SECTION 3. Protest Procedures

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:

A. The name, address, and telephone number of the protestor.

B. The signature of the protestor or the protestor’s representative.

C. The solicitation or contract number.

D. A detailed statement of the legal and/or factual grounds for the protest; and, E. The form of relief requested.

Protest of Solicitation Specifications:

A. All protests related to solicitation specifications must be submitted to the Deputy Procurement

Agent, Gene Duenas at gene.duenas@ocpw.ocgov.com, no later than five (5) business days prior to the Closing Date of the solicitation. Protests received after the five (5) business-day deadline will not be considered by the County.

1. In the event the protest of specifications is denied, and the protestor wishes to continue in the solicitation process, the protestor must still submit a bid/proposal prior to the close of the solicitation in accordance with the solicitation submittal procedures provided in this solicitation.

Protest of Award of Contract:

A. All protests related to the award of a contract, the protest must be submitted no later than five (5) business days after the Notice of Intent to Award is provided by the DPA.

B. Protests relating to a proposed contract award received after the five (5) business day deadline will not be considered by the County.

Protest Process

A. In the event of a timely protest, the County shall not proceed with the solicitation or award of the contract until the DPA issues a decision on the protest.

B. Upon receipt of a timely protest, the DPA will, within ten (10) business days of receipt of the protest, issue a decision in writing which shall state the reasons for the actions taken.

C. The County may, after providing written justification, 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 protester’s right to the protest procedures outlined herein.

D. If the protestor disagrees with the decision of the DPA, the protestor may submit a written appeal to the County Procurement Officer requesting an appeal to the Procurement Appeals Board, in accordance with the process stated below.

Appeal Process

A. If the protestor wishes to appeal the decision of the DPA, the protestor must submit, within three

(3) business days from receipt of the DPA’s decision, a written appeal to the Office of the County

Procurement Officer.

Written appeals must be sent by mail to the address below with a courtesy copy by email;

County of Orange/County Executive Office

County Procurement Office

400 W. Civic Center Drive, 5th Floor

Santa Ana, CA 92701

Attn: County Procurement Officer

CPOAppeals@ceo.oc.gov

B. Within fifteen (15) business days, the County Procurement Officer will review all materials in connection with the appeal, assess the merits of the protest and provide a written determination that shall contain his or her decision on whether the appeal shall be forwarded to the Procurement

Appeals Board.

C. The decision of the County Procurement Officer 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.

SECTION 4. Model Contract

4.1 MODEL CONTRACT

COVER

Model Contract

CONTRACT MA-080-TBD

FOR

mailto:CPOAppeals@ocgov.com

KITCHEN EQUIPMENT MAINTENANCE & REPAIR

BETWEEN

OC PUBLIC WORKS

AND

CONTRACTOR’S NAME

TABLE OF CONTENTS

COVER. 1

TABLE OF CONTENTS. 2

ATTACHMENTS. 3

RECITALS. 3

DEFINITIONS. 3

ARTICLES. 3

GENERAL TERMS AND CONDITIONS 3

ADDITIONAL TERMS AND CONDITIONS 13

SIGNATURE PAGE.. 21

ATTACHMENT A.. 22

SCOPE OF WORK.. 22

ATTACHMENT B.. 30

PAYMENT/COMPENSATION.. 30

EXIBIT 1. 33

Contract MA-080-TBD for

Kitchen equipment maintenance & repair

WITH

CONTRACTOR’S NAME

THIS Contract MA-080-TBD for Kitchen Equipment Maintenance & Repair (“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 (“County”), and Contractor’s Name, with a place of business at Contractor’s

Address (“Contractor”), with County and Contractor sometimes referred to as “Party” or collectively as

“Parties.”

ATTACHMENTS

This Contract is comprised of this document and the following Attachments, which are attached hereto and incorporated by reference in this Contract:

Attachment A – Scope of Work

Attachment B – Payment/Compensation

RECITALS

WHEREAS, Contractor and County are entering into this Contract for Kitchen Equipment

Maintenance & Repair under a firm fixed fee/usage Contract; and, WHEREAS, County solicited Contract for Kitchen Equipment Maintenance & Repair as set forth herein, and Contractor represented that it is qualified to provide Kitchen Equipment Maintenance & Repair to the County as further set forth here; and, WHEREAS, Contractor agrees to provide Kitchen Equipment Maintenance & Repair to the County as further set forth in the Scope of Work, attached hereto as Attachment A; and, WHEREAS, County agrees to pay Contractor based on the schedule of fees set forth in

Payment/Compensation, attached hereto as Attachment B; and, NOW, THEREFORE, the Parties mutually agree as follows:

DEFINITIONS

“DPA” shall mean the Deputy Purchasing Agent assigned to this Contract.

ARTICLES General Terms and Conditions A. Governing Law and Venue

This Contract has been negotiated and executed in the state of California and shall be governed by and construed under the laws of the state of California. In the event of any legal action to enforce or interpret this Contract, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure Section 394. Furthermore, the parties specifically agree to waive any and all rights to request that an action be transferred for adjudication to another county.

B. Entire Contract

This Contract contains the entire Contract between the parties with respect to the matters herein, and there are no restrictions, promises, warranties or undertakings other than those set forth herein or referred to herein. No exceptions, alternatives, substitutes or revisions are valid or binding on

County unless authorized by County in writing. Electronic acceptance of any additional terms, conditions or supplemental Contracts by any County employee or agent, including but not limited to installers of software, shall not be valid or binding on County unless accepted in writing by

County’s Procurement Officer or designee.

C. Amendments

No alteration or variation of the terms of this Contract shall be valid unless made in writing and signed by the parties; no oral understanding or agreement not incorporated herein shall be binding on either of the parties; and no exceptions, alternatives, substitutes or revisions are valid or binding on County unless authorized by County in writing.

D. Taxes

Unless otherwise provided herein or by law, price quoted does not include California state sales or use tax. Out-of-state Contractors shall indicate California Board of Equalization permit number and sales permit number on invoices, if California sales tax is added and collectable. If no permit numbers are shown, sales tax will be deducted from payment. The Auditor-Controller will then pay use tax directly to the State of California in lieu of payment of sales tax to the Contractor.

E. Delivery

Time of delivery of goods or services is of the essence in this Contract. 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. Over shipments and under shipments of goods shall be only as agreed to in writing by County. Delivery shall not be deemed to be complete until all goods or services have actually been received and accepted in writing by County.

F. Acceptance Payment

Unless otherwise agreed to in writing by County, 1) acceptance shall not be deemed complete unless in writing and until all the goods/services have actually been received, inspected, and tested to the satisfaction of County, and 2) payment shall be made in arrears after satisfactory acceptance.

G. Warranty

Contractor expressly warrants that the goods covered by this Contract are 1) free of liens or encumbrances, 2) merchantable and good for the ordinary purposes for which they are used, and 3) fit for the particular purpose for which they are intended. Acceptance of this order shall constitute an agreement upon Contractor’s part to indemnify, defend and hold County and its indemnities as identified in article “Z” below, and as more fully described in article “Z,” harmless from liability, loss, damage and expense, including reasonable counsel fees, incurred or sustained by 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.

H. Patent/Copyright Materials/Proprietary Infringement

Unless otherwise expressly provided in this Contract, Contractor shall be solely responsible for clearing the right to use any patented or copyrighted materials in the performance of this

Contract. Contractor warrants that any software as modified through services provided hereunder will not infringe upon or violate any patent, proprietary right, or trade secret right of any third party. Contractor agrees that, in accordance with the more specific requirement contained in article

“Z” below, it shall indemnify, defend and hold County and County Indemnitees harmless from any and all such claims and be responsible for payment of all costs, damages, penalties and expenses related to or arising from such claim(s), including, costs and expenses but not including attorney’s fees.

I. Assignment

The terms, covenants, and conditions contained herein shall apply to and bind the heirs, successors, executors, administrators and assigns of the parties. Furthermore, neither the performance of this

Contract nor any portion thereof may be assigned by Contractor without the express written consent of County. Any attempt by Contractor to assign the performance or any portion thereof of this

Contract without the express written consent of County shall be invalid and shall constitute a breach of this Contract.

J. Non-Discrimination

In the performance of this Contract, Contractor agrees that it will comply with the requirements of

Section 1735 of the California Labor Code and not engage nor permit any subcontractors to engage in discrimination in employment of persons because of the race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, or sex of such persons. Contractor acknowledges that a violation of this provision shall subject Contractor to penalties pursuant to Section 1741 of the California Labor Code.

K. Termination

In addition to any other remedies or rights it may have by law, County has the right to immediately terminate this Contract without penalty for cause or after thirty (30) days’ written notice without cause, unless otherwise specified. Cause shall be defined as any material breach of contract, any misrepresentation or fraud on the part of the Contractor. Exercise by County of its right to terminate the Contract shall relieve County of all further obligation.

In the event of change of control, to the extent necessary, Contractor shall provide reasonably requested assistance in the transferring of services.

L. Consent to Breach Not Waiver

No term or provision of this Contract shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other, whether express or implied, shall not constitute consent to, waiver of, or excuse for any other different or subsequent breach.

M. Independent Contractor

Contractor shall be considered an independent contractor and neither Contractor, its employees, nor anyone working under Contractor shall be considered an agent or an employee of

County. Neither Contractor, its employees nor anyone working under Contractor shall qualify for workers’ compensation or other fringe benefits of any kind through County.

N. Performance Warranty

Contractor shall warrant all work under this Contract, taking necessary steps and precautions to perform the work to County’s satisfaction. Contractor shall be responsible for the professional quality, technical assurance, timely completion and coordination of all documentation and other goods/services furnished by the Contractor under this Contract. Contractor shall perform all work diligently, carefully, and in a good and workmanlike manner; shall furnish all necessary labor, supervision, machinery, equipment, materials, and supplies, shall at its sole expense obtain and maintain all permits and licenses required by public authorities, including those of County required in its governmental capacity, in connection with performance of the work. If permitted to subcontract, Contractor shall be fully responsible for all work performed by subcontractors.

O. Insurance Requirements

Prior to the provision of services under this Contract, the Contractor agrees to purchase all required insurance at Contractor’s expense, including all endorsements required herein, necessary to satisfy the County that the insurance provisions of this Contract have been complied with. Contractor agrees to keep such insurance coverage, Certificates of Insurance, and endorsements 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.

Contractor shall ensure that all subcontractors performing work on behalf of Contractor pursuant to this Contract shall be covered under Contractor’s insurance as an Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for Contractor. Contractor shall not allow subcontractors to work if subcontractors have less than the level of coverage required by County from Contractor under this Contract. It is the obligation of Contractor to provide notice of the insurance requirements to every subcontractor and to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance must be maintained by Contractor through the entirety of this Contract for inspection by County representative(s) at any reasonable time.

All self-insured retentions (SIRs) shall be clearly stated on the Certificate of Insurance. Any self-insured retention (SIR) in an amount in excess of Fifty Thousand Dollars ($50,000) shall specifically be approved by the County’s Risk Manager, or designee, upon review of Contractor’s current audited financial report. If Contractor’s SIR is approved, Contractor, in addition to, and without limitation of, any other indemnity provision(s) in this Contract, agrees to all of the following:

A. In addition to the duty to indemnify and hold the County harmless against any and all liability, claim, demand or suit resulting from Contractor’s, its agents, employee’s or subcontractor’s performance of this Contract, Contractor shall defend the County at its sole cost and expense with counsel approved by Board of Supervisors against same; and

B. Contractor’s duty to defend, as stated above, shall be absolute and irrespective of any duty to indemnify or hold harmless; and

C. The provisions of California Civil Code Section 2860 shall apply to any and all actions to which the duty to defend stated above applies, and the Contractor’s SIR provision shall be interpreted as though the Contractor was an insurer and the County was the insured.

If the Contractor fails to maintain insurance acceptable to the County for the full term of this

Contract, the County may terminate this Contract.

Qualified Insurer

The policy or policies of insurance must be issued by an insurer with a minimum rating of A-

(Secure A.M. Best's Rating) and VIII (Financial Size Category as determined by the most current edition of the Best's Key Rating Guide/Property-Casualty/United States or ambest.com). It is preferred, but not mandatory, that the insurer be licensed to do business in the state of California

(California Admitted Carrier).

If the insurance carrier does not have an A.M. Best Rating of A-/VIII, the CEO/Office of Risk

Management retains the right to approve or reject a carrier after a review of the company's performance and financial ratings.

The policy or policies of insurance maintained by the Contractor shall provide the minimum limits and coverage as set forth below:

Coverage Minimum Limits

Commercial General Liability $1,000,000 per occurrence

$2,000,000 aggregate

Automobile Liability including coverage for owned, non-owned and hired vehicles

$1,000,000 per occurrence

Workers Compensation Statutory

Employers Liability Insurance $1,000,000 per occurrence

Required Coverage Forms

The Commercial General Liability coverage shall be written on Insurance Services Office (ISO) form CG 00 01, or a substitute form providing liability coverage at least as broad.

The Business Auto Liability coverage shall be written on ISO form CA 00 01, CA 00 05, CA 0012, CA 00 20, or a substitute form providing coverage at least as broad.

Required Endorsements

The Commercial General Liability policy shall contain the following endorsements, which shall accompany the Certificate of Insurance:

A. An Additional Insured endorsement using ISO form CG 20 26 04 13or a form at least as broad naming the County of Orange its elected and appointed officials, officers, agents and employees as Additional Insureds, or provide blanket coverage, which will state AS REQUIRED BY WRITTEN

CONTRACT.

B. A primary non-contributing endorsement using ISO form CG 20 01 04 13, or a form at least as broad evidencing that the Contractor’s insurance is primary and any insurance or self-insurance maintained by the County of Orange shall be excess and non-contributing.

The Workers’ Compensation policy shall contain a waiver of subrogation endorsement waiving all rights of subrogation against the County of Orange, its elected and appointed officials, officers, agents and employees or provide blanket coverage, which will state AS REQUIRED BY

WRITTEN CONTRACT.

All insurance policies required by this Contract shall waive all rights of subrogation against the

County of Orange, its elected and appointed officials, officers, agents and employees when acting within the scope of their appointment or employment.

Contractor shall notify County in writing within thirty (30) days of any policy cancellation and ten

(10) days for non-payment of premium and provide a copy of the cancellation notice to

County. Failure to provide written notice of cancellation may constitute a material breach of the

Contract, upon which the County may suspend or terminate this Contract.

The Commercial General Liability policy shall contain a “Severability of Interests” clause also known as a “Separation of Insureds” clause (standard in the ISO CG 0001 policy).

Insurance certificates should be emailed to OCPWCompliance@ocpw.ocgov.com

If email is not possible, then Insurance certificates should specifically be forwarded to:

OC Public Works

Attn: OCPW Procurement

601 N. Ross Street, 4th Floor

Santa Ana, CA 92701

If the Contractor fails to provide the insurance certificates and endorsements within seven (7) days of notification by CEO/Procurement or the agency/department procurement division, award may be made to the next qualified vendor.

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 County of Orange Risk Manager as appropriate to adequately protect County.

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 County incorporating such changes within thirty (30) days of receipt of such notice, this Contract may be in breach without further notice to Contractor, and 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, nor act in any way to reduce the policy coverage and limits available from the insurer.

P. Changes

Contractor shall make no changes in the work or perform any additional work without the County’s specific written approval.

Q. Change of Ownership/Name, Litigation Status, Conflicts with County Interests:

Contractor agrees that if there is a change or transfer in ownership of Contractor’s business prior to completion of this Contract, and the County agrees to an assignment of the Contract, the new owners shall be required under the terms of sale or other instruments of transfer to assume

Contractor’s duties and obligations contained in this Contract and complete them to the satisfaction of the County.

County reserves the right to immediately terminate the Contract in the event the County determines that the assignee is not qualified or is otherwise unacceptable to the County for the provision of services under the Contract.

In addition, Contractor has the duty to notify the County in writing of any change in the Contractor’s status with respect to name changes that do not require an assignment of the Contract. The

Contractor is also obligated to notify the County in writing if the Contractor becomes a party to any litigation against the County, or a party to litigation that may reasonably affect the Contractor’s performance under the Contract, as well as any potential conflicts of interest between Contractor and County that may arise prior to or during the period of Contract performance. While Contractor will be required to provide this information without prompting from the County any time there is a change in Contractor’s name, conflict of interest or litigation status, Contractor must also provide an update to the County of its status in these areas whenever requested by the County.

The Contractor shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with County interests. In addition to the Contractor, this obligation shall apply to the Contractor’s employees, agents, and subcontractors associated with the provision of goods and services provided under this Contract. The Contractor’s efforts shall include, but not be limited to establishing rules and procedures preventing its employees, agents, and subcontractors from providing or offering gifts, entertainment, payments, loans or other considerations which could be deemed to influence or appear to influence County staff or elected officers in the performance of their duties.

R. Force Majeure

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 County within thirty-six (36) hours of the start of the delay and Contractor avails himself of any available remedies.

S. Confidentiality

Contractor agrees to maintain the confidentiality of all County and 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.

T. 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

County in its governmental capacity and all other laws applicable to the services at the time services are provided to and accepted by County. Contractor acknowledges that County is relying on

Contractor to ensure such compliance, and pursuant to the requirements of article “Z,” below, Contractor agrees that it shall defend, indemnify and hold County and County Indemnitees harmless from all liability, damages, costs and expenses arising from or related to a violation of such laws.

U. Freight

Prior to the County’s express acceptance of delivery of products. Contractor assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary under this Contract.

V. Severability

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.

W. Attorney Fees

In any action or proceeding to enforce or interpret any provision of this Contract, each party shall bear their own attorney’s fees, costs and expenses.

X. Interpretation

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 had 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.

Y. Employee Eligibility Verification

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 statutes 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 County, and hold harmless, the County, 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.

Z. Indemnification

Contractor agrees to indemnify, defend with counsel approved in writing by County, and hold

County, its elected and appointed officials, officers, employees, agents and those special districts and agencies which County’s Board of Supervisors acts as the governing Board (“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 Contractor pursuant to this Contract. If judgment is entered against Contractor and County by a court of competent jurisdiction because of the concurrent active negligence of County or County Indemnitees, Contractor and County agree that liability will be apportioned as determined by the court. Neither Party shall request a jury apportionment.

AA. Audits/Inspections

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

Contract shall be forwarded to the County’s project manager.

BB. Contingency of Funds

Contractor acknowledges that funding or portions of funding for this Contract may be contingent upon state budget approval; receipt of funds from, and/or obligation of funds by, the state of

California to County; and inclusion of sufficient funding for the services hereunder in the budget approved by County’s Board of Supervisors 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.

CC. Expenditure Limit

The Contractor shall notify the County of Orange assigned DPA in writing when the expenditures against the Contract reach 75 percent of the dollar limit on the Contract. The County will not be responsible for any expenditure overruns and will not pay for work exceeding the dollar limit on the Contract unless a change order to cover those costs has been issued.

A. Security Requirements Sheriff’s Forensic Facility

The County operates and provides water treatment to Sherriff Department Facilities. Contractors and their employees who perform services in this facility will be required to pass a security screening process and to adhere to strict operation policies. These policies have been designed with the primary purpose of ensuring a safe and secure environment for all involved.

1. Background Checks:

a. All personnel to be employed in performance of the work under this Contract shall be subject to security clearance. Clearance must be updated and renewed every twelve (12) months from original date of clearance.

b. No person, who is required to enter a secured facility of the Sheriff, shall be assigned to perform work under this contract that has not received prior clearance from the Sheriff-Coroner

Department.

c. Within fifteen (15) days of the effective date of this Contract, Contractor shall prepare and submit a complete and accurate "Contractor Security Clearance" information form for all Contractor's employee who will be working on or who will need access to the Sheriff-Coroner's facilities to perform work covered by this Contract. County project manager shall provide form(s) to Contractor's project manager. Contractor is also responsible for ensuring that anytime an employee is assigned to work on

Sheriff-Coroner's facilities under this contract that a Security Clearance form is submitted and approved prior to that employee requiring access to such premises for providing services under this contract.

d. Contractor shall inform employees assigned to perform work within secured facilities of the Sheriff-Coroner that the employee is required to inform Contractor if/when any information provided on the security clearance form changes. Contractor shall submit an updated security clearance form whenever there is a change in information provided by an employee. Contractor shall be responsible for ensuring to submit Security Clearance forms in order to renew the Security Clearance(s) every twelve months. Renewal forms shall be submitted at least ten (10) County working days prior to the expiration of an existing clearance; a security clearance is valid for 12 months from the date of issuance. If Contractor is submitting an updated form due to a change in information, said form shall be submitted within in 10 county working days of the employer becoming aware of the updated information.

e. Contractor Security Clearance information forms will be provided by County Project

Manager upon request and will be screened by the Sheriff-Coroner's Department.

f. Contractor Security Clearance information forms shall be thoroughly and accurately completed. Omissions or false statements, regardless of the nature or magnitude, may be grounds for denying clearance.

g. County will not give Contactor the reason an individual's clearance is denied, but will provide explanation to individual affected via U.S. Mail.

2. All Facilities:

Contractor shall ensure that:

a. All vehicles parked on site shall be locked and thoroughly secured at all times.

b. All tools and materials shall remain in possession of the user at all times and shall never be left unattended.

c. All lost or misplaced tools shall be reported immediately to the security staff or escort personnel.

d. All materials, especially those materials that could be used to inflict injury such as nails, wire, wood, and any other objects or weapons of convenience, shall be continuously cleaned up and removed from the work site as work progresses.

3. Workmen shall:

a. Have no contact, either verbal or physical, with internees in the facility.

Specifically:

i. Do not give names or addresses to internees.

ii. Do not receive any names or addresses from internees.

iii. Do not disclose the identity of any internee to anyone outside the facility.

iv. Do not give any materials to internees, especially cigarettes, matches, tools, or any other items that can be considered contraband.

v. Failure to comply with these requirements is a criminal act and can result in prosecution.

b. Plan their activities to minimize the number of times they must enter and exit a facility.

i.e., transport all tools, equipment and materials needed for the day at the start of work and restrict all breaks to the absolute minimum.

c. Arrive at the site no more than fifteen (15) minutes prior to the scheduled time or no more than fifteen (15) minutes after the…