A.
This
chapter of the Napa Municipal Code may be referred to as the "Contracting
Ordinance."
B.
The
purpose and intent of this chapter is to exercise and affirm, to the
greatest extent possible, the City's constitutional "home rule" authority
with respect to City contracts, as a charter city pursuant to California
Constitution Article XI, Section 5. This chapter also responds to
the provisions of California Public Contract Code Section 1100.7 by
affirmatively exempting the City from the requirements of the Public
Contract Code, except to the extent the City has expressly adopted
one or more provisions of the Public Contract Code pursuant to the
City Charter, this code, Council resolution or other Council action,
or express terms of a City contract. Nothing in this chapter is intended
to concede or agree that: Public Contract Code Section 1100.7 addresses
a matter of statewide concern sufficient to preempt the City's constitutional
"home rule" authority, or that this chapter is required in order for
the City to exercise such "home rule" authority, or that the City's
"home rule" authority over other matters is limited or preempted in
any manner by the City's failure to expressly exempt itself in this
chapter from any other state law.
C.
Pursuant
to the City's constitutional "home rule" authority, the City is and
shall be exempt from the provisions of state law governing general
law cities, including the provisions of the California Public Contract
Code; provided, however, the City may expressly adopt one or more
provisions of state law to govern City contracts to the extent expressly
provided in the City Charter, this code, Council resolution or other
Council action, or express terms of a City contract. Notwithstanding
the foregoing, to the extent that California Labor Code Section 1782
imposes a condition on charter cities for the receipt of state funding,
the City shall include a provision in each of its public works contracts
requiring that each contractor performing any public works construction
contract on behalf of the City shall comply with state law requirements
related to the payment of state prevailing wages, as imposed by California
Labor Code Division 2, Part 7, Chapter 1, Article 2 (Sections 1770
through 1784).
D.
Consistent
with the requirements of the City Charter, including City Charter
Sections 100 through 105, this chapter establishes the parameters
by which representatives of the city may enter into contractual obligations
on behalf of the city. It is the goal of the city that any administrative
regulations adopted to implement this chapter, and any city contract,
will meet the following goals:
1.
Obtain
the most cost effective result for the city, which avoids improvidence,
extravagance, and any other waste of public funds or public property,
and which also achieves an appropriate balance between the costs and
benefits of maximizing quality within available resources.
2.
Takes
into consideration all reasonably available relevant information regarding
the range of types, effectiveness, quality, and costs of potential
property, services, public projects, and contractors available to
achieve the city's project goals. Depending upon the particular requirements
of the project (and the more particular procedures identified in this
chapter), the information to be considered may include data gathered
from one or more of the following sources: similar city projects,
other public agencies, professional journals, private businesses,
outreach to potential contractors, and private businesses, competitive
bids, formal or informal quotes, proposals, or qualification statements.
3.
Guards
against favoritism, fraud, corruption, and conflicts of interest.
4.
Efficiently
uses city resources in the preparation, approval, administration,
and enforcement of contracts which are effective tools in achieving
the city's goals.
E.
Any
contract made, or purported to be made, by the city in violation of
this chapter shall be void and of no force or effect.
(O2009-5; O2014-16, 11/18/14; O2017-1, 1/17/17)
As used in this chapter:
means a set of promises between two or more parties which
is legally enforceable. The term "contract" shall include all of the
various types of contracts identified in this code, such as contracts
for: acquisition or disposition of personal property or real property,
services, public project construction, private development construction,
purchase orders, grants, settlement of claims, contract amendments,
and contract change orders.
means a party with which the city contracts for any legal
purpose, including the acquisition or disposition of property, for
obtaining or providing services, or for the construction of public
projects. For the purpose of this chapter, the term "contractor" may
be used in its general sense to refer to a party which might otherwise
be referred to in other chapters of this code with a more specific
term. For example, the term "contractor" shall be used to refer to:
"vendor" or "supplier" for the city's acquisition of personal property,
or "grantor" or "lessor" for the city's acquisition of real property,
or "grantee" or "tenant" for the city's disposition of real property,
or "consultant" for services, or "developer" for private development
construction.
means a sudden, unexpected occurrence that poses a clear
and imminent danger, requiring immediate action to prevent or mitigate
the loss or impairment of life, health, property, or essential public
services.
means any offer to or from the city of property (in the form
of a grant, donation, or gift), in return for which no monetary compensation
is required. For the purpose of this chapter, acceptance of the grant,
including any relevant terms and conditions, forms a contract.
means any project that is required to be let to the lowest
and best bidder, pursuant to City Charter Section 101. A public works
project shall also include any "public project" as defined by California
Public Contracts Code Section 22002. Therefore, a public works project
shall include the construction, reconstruction, erection, alteration,
renovation, improvement, demolition, and repair work involving any
publicly owned, leased, or operated facility, and any supplies or
materials furnished for the project. A public works project shall
specifically exclude any "maintenance work," as defined by California
Public Contracts Code Section 22002.
(O2009-5; O2017-1, 1/17/17)
A.
Administrative
Regulations. The City Manager is authorized to establish and maintain
written administrative regulations which implement the city's contracting
procedures, including an implementation of the purposes, goals, and
requirements of this chapter as well as other chapters of this code.
A copy of the administrative regulations shall be maintained on file
in the office of the City Clerk. The administrative regulations shall
be approved by the City Manager, based on the recommendation of the
Finance Director, and subject to review and approval as to form by
the City Attorney. The administrative regulations shall, at a minimum,
address the following elements:
1.
Standard
procedures and guidelines related to the establishment and enforcement
of city contracts, whether identified in this chapter, other provisions
of this code, or the City Charter. These procedures and guidelines
may implement and refine contracting terms and procedures identified
in this code, provided that the procedures and guidelines are consistent
with the purposes, goals, and requirements of this chapter, the code,
and the City Charter.
2.
Identification
of any delegation of duties or authority from the City Manager to
other qualified city employees. To the extent that the Council has
delegated contracting duties and authority to the City Manager, or
a subordinate officer of the City Manager, the City Manager may delegate,
in writing, those duties and authority to other qualified city employees.
3.
Standard
forms (and procedures for their use) for the acquisition of property
and services, the construction of public projects, and the disposition
of property, including bidding documents, requests for proposals,
requests for qualifications, standard specifications, form contracts,
insurance requirements, bonds, purchase orders, and amendments.
B.
Execution
and Administration of Contracts.
1.
The
City Manager is authorized to take any steps necessary to prepare
contract documents, prior to final approval of the contract, in accordance
with the procedures set forth in this chapter, including: requesting
proposals, inviting bids, applying for grants, and negotiating contract
terms.
2.
The City Manager is authorized to execute any contract on behalf of the city provided that: (a) pursuant to City Charter Section 100, the contract is in writing and approved as to form by the City Attorney; and (b) the contract is covered by sufficient unencumbered funds appropriated in the adopted budget, and (to the extent required by City Charter Section 100) the contract is endorsed by the City Auditor; and (c) the contract is prepared in accordance with all other requirements of this code and the administrative regulations; and (d) the contract is covered by any one of the following categories: (1) the City Council has separately authorized the City Manager to execute on behalf of the city pursuant to an ordinance, resolution, or other Council action, or (2) the city's commitments under the contract are in an amount less than or equal to the amount established by the Controller of the state of California for formal bidding procedures as required by California Public Contract Code Sections 22020 and 22032(c) (as of January 1, 2009, this amount is established at $125,000.00), or (3) the contract is necessary to resolve an emergency pursuant to Section 2.91.040 of this chapter or pursuant to Chapter 2.89 of this code. It is unlawful to split, or separate into smaller contracts, any contract for the purpose of evading the dollar amounts identified in this chapter.
3.
The
City Manager is authorized to implement and enforce each contractor's
compliance with contract requirements, including inspections and acceptance
of complete performance, and termination of the contract, all in accordance
with the requirements of the contract.
C.
Authority of the City Attorney to sign legal service agreements. The City Attorney is authorized to prepare and execute any legal services contract on behalf of the city provided that: (1) pursuant to City Charter Section 100, the contract is in writing and approved as to form by the City Attorney; and (2) pursuant to City Charter Section 100, the contract is covered by sufficient unencumbered funds appropriated in the adopted budget, and endorsed by the City Auditor; and (3) the contract meets the purpose and goals set forth in Section 2.91.010(D).
(O2009 5)
A.
Unless
an exception set forth in this chapter applies to a particular public
works project, each public works project shall be subject to the formal
bidding requirements of this section, and as required by City Charter
Section 101.
B.
The
City shall invite formal bids from interested bidders by providing
written notice of the proposed contract in a newspaper of general
circulation in the City, at least ten calendar days prior to the date
bids are due to the City.
C.
The
notice inviting formal bids shall distinctly and specifically state
the work to be done or supplies or materials to be furnished, explain
how bidders may obtain more detailed information about the project,
and state the time and place for the submission of bids.
D.
The
more detailed information available to bidders for any formally bid
project shall include the invitation for bids, which shall include
instructions to bidders and the criteria by which the City shall evaluate
bids to determine which bidder is the lowest and best, as well as
the detailed contract terms and conditions. The contract terms and
conditions attached to the invitation for bids will provide that the
City's acceptance of the lowest and best bid, and award of the contract
to the lowest and best bidder, shall form a contract between the lowest
and best bidder (contractor) and the City.
E.
Upon
the City's review of bids that are received by the City in accordance
with the terms of the notice inviting formal bids and the invitation
for bids, it is within the City's discretion to either award the contract
to the lowest and best bidder, abandon the project, or to pursue an
alternative set forth in City Charter Section 101.
F.
If no bids are received in response to a notice inviting formal bids in accordance with this section, the City Manager may authorize the work to be done under the procedures for force account work or a negotiated contract, as set forth in Section 2.91.090.
G.
The
City Council hereby determines that substantial compliance with the
requirements of this section shall satisfy the requirement to award
city contracts to the lowest and best bidder, pursuant to City Charter
Section 101.
(O2017-1, 1/17/17)
A.
This section shall apply to any action taken by the city to resolve an emergency, as defined by Section 2.91.020, provided that the City Manager makes a written determination based on substantial evidence that there is an emergency, there is a need to take immediate action to resolve the emergency, and the action proposed to be taken is directly related to resolving the emergency, and the emergency will not permit a delay resulting from compliance with this code.
B.
Upon documentation of compliance with subsection (A), the City Manager shall be authorized to direct any action to the extent necessary to resolve the emergency. The City Manager shall, to the extent feasible, comply with the requirements of this code. The City Manager shall comply with the purpose and goals identified in Section 2.91.010(D).
C.
Notwithstanding
contrary provisions in this code, emergency contracts made pursuant
to this section may be made orally or in writing. Provided, however,
to the extent an oral contract is made, the City Manager shall (at
the earliest feasible time): (1) document the terms of any oral contract
in a writing approved as to form by the City Attorney, and (2) obtain
the endorsement of the City Auditor that the contract is covered by
sufficient unencumbered funds appropriated in the adopted budget.
D.
At the
earliest feasible time, the City Manager shall issue a written termination
of the authorization of action by emergency, and the city shall thereafter
comply with the requirements of this code.
E.
At the earliest feasible time after a determination of emergency, the City Manager shall report to the City Council, at a regularly scheduled City Council meeting, any action taken pursuant to this section, including the written determination pursuant to subsection (A). The City Council shall determine whether there is a need to continue or terminate the emergency action. If the City Council does not authorize the need to continue the emergency action by a four-fifths vote, the emergency action shall be terminated. The City Manager shall continue to make these reports to City Council at each regularly scheduled City Council meeting until the emergency action is terminated by the City Council, or the City Manager reports to City Council that the need for emergency action is terminated pursuant to subsection (D).
G.
The
City Council hereby determines that substantial compliance with the
requirements of this section shall satisfy the requirements of City
Charter Section 100, and the requirement to award City contracts to
the lowest and best bidder, pursuant to City Charter Section 101,
and California Public Contract Code Sections 1102, 22035, and 22050.
(O2009 5; O2017-1, 1/17/17)
A.
The
City may enter into a contract for a "specialty item," in accordance
with this section, without further complying with the requirements
of this chapter, provided that the City Manager or the City Council
makes a written determination of the following:
1.
The
project need which the City intends to satisfy through the contract
for the specialty item. This includes a functional description (or
performance criteria) of the City's needs.
2.
The
types of property or service which are available (or used by other
similarly situated private or public agencies) to meet this need (or
similar needs), and the contractors which are available to provide
the property or service. This includes documentation of the steps
the City has taken to evaluate the types of property, service, and
contractors potentially available to serve the City's needs. The City
shall invite proposals from interested contractors by providing written
public notice of the proposed contract in a newspaper of general circulation
in the City, at least five days prior to the date bids are due to
the City.
3.
The
reasons why it is impracticable for a similar property or service
to meet the City's needs (including considerations of compatibility
with other City property and services regarding maintenance, repair,
training, quality, price, or similar considerations); or why the City's
needs can only be met by one unique or proprietary type of property
or service (the specialty item).
4.
By entering into a contract for the specialty item from the proposed contractor, the City will meet the purpose and goals identified in Subsection 2.91.010(D) of this chapter.
5.
The contract complies with the requirements of Subsection 2.91.030(B) of this chapter.
B.
The
City Council hereby determines that substantial compliance with the
requirements of this section shall satisfy the requirement to award
City contracts to the lowest and best bidder, pursuant to City Charter
Section 101 and Graydon v. Pasadena Redevelopment Agency (1980) 104 Cal.App.3d 631. (1980) 104 Cal. App. 3d 631.
(O2017-1, 1/17/17)
A.
The
City may enter into a contract that is based upon terms of an existing
contract between the contractor and another public agency (as defined
by California Government Code Section 6500), without further complying
with the requirements of this chapter, provided that the City Manager
or the City Council makes a written determination of the following:
1.
The
City has an opportunity to enter into a proposed contract under terms
materially the same as an existing contract between the contractor
and another public agency.
2.
The
terms of the proposed contract between the contractor and the City
are more beneficial to the City than the City would otherwise be able
to obtain by complying with the relevant requirements set forth in
this chapter. This includes documentation of the steps the City has
taken to evaluate alternative sources of the subject of the contract.
3.
By entering into the proposed contract, the City will meet the purpose and goals identified in Subsection 2.91.010(D) of this chapter. This includes documentation that the process used by the other public agency to procure the existing contract is substantially equivalent to the process that would otherwise be required by the City for the proposed contract.
4.
The contract between the contractor and the City complies with the requirements of Subsection 2.91.030(B) of this chapter.
B.
The
City Council hereby determines that substantial compliance with the
requirements of this section shall satisfy the requirement to award
City contracts to the lowest and best bidder, pursuant to City Charter
Section 101.
(O2017-1, 1/17/17)
A.
The
City may enter into a contract with a design-build entity for any
combination of services and property needed for the design and construction
or manufacture of a project (a "design-build contract"), without further
complying with the requirements of this chapter, provided that the
City Manager or the City Council makes a written determination that
the proposed contract complies with the requirements of this section.
For the purpose of this section, the combination of services and property
that may be included in a design-build contract may include all or
some of the following: planning, design, construction management,
construction, manufacturing, financing, maintenance, rebuilding, improving,
repairing, operation, procurement and installation of personal property,
procurement of real property interests (whether in fee, easement,
lease, or license), and any other services necessary for a design-build
entity to deliver a functional project to the City. The written determination
required for this section must address the following:
1.
The
City's goals for the proposed project will be more cost effectively
achieved through a designbuild contract, as compared to the City's
formal bidding process, after taking into consideration (for all combined
services and property needed for the project): costs; timing; the
need to coordinate with third parties; unique requirements for project
quality; the likely need to consider innovative solutions to unique
project challenges (such as the need to incorporate specialized equipment
or other project components); and the need to consider unique project
financing alternatives.
2.
The
City actively solicited proposals from design-build entities in a
manner that effectively requested competitive proposals from entities
qualified and available to successfully complete the proposed project
under a design-build contract.
3.
After evaluating the respective qualifications and proposals submitted by competitive proposers, and after negotiating contract terms with the apparently successful design-build entity, the City selected the design-build entity on a "best value" basis that will most cost effectively achieve the City's goals for the proposed project, after considering: the criteria set forth in paragraph 1 of this subsection A; the feasibility and likelihood of success of the design-build entity's approach to the project; overall price (including initial costs and life cycle costs); schedule; the design-build entity's experience, training, and qualifications (including an evaluation of references on similar projects related to responsiveness, timeliness, quality of work, and overall performance); the designbuild entity's capacity, capability, and financial stability to complete the project; and overall responsiveness to the City's request for proposals.
4.
The contract between the design-build entity and the City: (a) meets the purpose and goals identified in Subsection 2.91.010(D) of this chapter, and (b) complies with the requirements of Subsection 2.91.030(B) of this chapter.
B.
The
City Council hereby determines that substantial compliance with the
requirements of this section shall satisfy the requirement to award
city contracts to the lowest and best bidder, pursuant to City Charter
Section 101.
(O2017-1, 1/17/17)
A.
Pursuant
to City Charter Section 101, the City Council hereby adopts the expenditure
limits and requirements for "informal" bidding procedures, as set
forth in California Public Contacts Code Sections 22032(b) and 22034.
Therefore, the City may enter into a contract pursuant to the informal
bidding requirements of this section, without further complying with
the requirements of this chapter, if the contract is for a public
works project in an amount less than the dollar limit for informal
bidding procedures, as defined by California Public Contracts Code
Section 22032(b).
B.
The
City shall maintain a list of qualified contractors, identified according
to categories of work, in accordance with the requirements of California
Public Contracts Code Section 22034.
C.
The
City shall invite informal bids from interested bidders by providing
written notice of the proposed contract, at least ten calendar days
prior to the date bids are due to the City, in either or both of the
following manners:
1.
Providing (by mail, fax, or email) written notice inviting informal bids to all contractors on the list (as described in subsection (B)) to for the category of work being bid.
2.
Providing
(by mail, fax, or email) written notice inviting informal bids to
all construction trade journals specified in California Public Contracts
Code Section 22036.
D.
The
notice inviting informal bids shall describe in general terms the
work to be done or supplies or materials to be furnished, explain
how bidders may obtain more detailed information about the project,
and state the time and place for the submission of bids.
E.
The
more detailed information available to bidders for any informally
bid project shall include the invitation for bids, which shall include
instructions to bidders and the criteria by which the City shall evaluate
bids to determine which bidder is the lowest and best.
F.
Upon the City's review of bids that are received by the City in accordance with the terms of the notice inviting informal bids and the invitation for bids, it is within the City's discretion to either award the contract to the lowest and best bidder, or to pursue an alternative set forth in City Charter Section 101. Any award of contract under this section shall comply with the requirements of Subsection 2.91.030(B) of this chapter.
G.
If no
bids are received in response to a notice inviting informal bids in
accordance with this section, the City Manager may authorize the work
to be done under the procedures for force account work or a negotiated
contract, as set forth in California Public Contracts Code Section
22038.
H.
The
City Council hereby determines that substantial compliance with the
requirements of this section shall satisfy the requirement to award
city contracts to the lowest and best bidder, pursuant to City Charter
Section 101.
(O2017-1, 1/17/17)
A.
Pursuant
to City Charter Section 101, the City Council hereby adopts the expenditure
limits and requirements for "force account" or "negotiated contract"
projects, as set forth in California Public Contracts Code Section
22032(a).
B.
The
City may enter into a contract for force account work (using the City's
own forces) or a negotiated contract by complying with the requirements
of this section, without further complying with the requirements of
this chapter, if the City Manager makes a written determination that:
1.
The
project is for a public works project in an amount less than the dollar
limit for force account or negotiated contracts, as defined by California
Public Contracts Code Section 22032(a); or the City has satisfied
the requirements for force account or negotiated contracts under the
procedures in this chapter for either the formal bidding process,
the informal bidding process, or the specialty item process.
2.
Any negotiated contract pursuant to this section complies with the requirements of Subsection 2.91.030(B) of this chapter.
3.
The City will meet the purpose and goals identified in Subsection 2.91.010(D) of this chapter.
C.
The
City Council hereby determines that substantial compliance with the
requirements of this section shall satisfy the requirement to award
City contracts to the lowest and best bidder, pursuant to City Charter
Section 101.
