RFP - L&L Annual Levy Administrative ServicesR E Q U E S T F O RPROPOSAL
L &L A N N U A L L E V Y
A D M I N I S T R A T I V E S E R V I C E S
D E A D L I N E | M A Y 4 , 2 0 2 2 B Y 3 P M (P S T )
A T T E N T I O N | D I A N N E H A N S E N
REQUEST FOR PROPOSALS
The City of La Quinta (City) seeks proposals for qualified, competent, knowledgeable, and
experienced annual levy administration services. Firms will provide full-service annual levy
administration services and administer the duties and responsibilities set forth in the scope
of work in compliance with all applicable laws, regulations, policies and procedures.
The work to be accomplished includes, in general terms, all aspects of annual levy
administration services within the Landscape & Lighting Assessment District 89-1
(L&L District).
Project/Services Title: L&L Annual Levy Administrative Services
Issue Date: April 11, 2022
DUE DATE: May 4, 2022, by 3:00 PM
Requesting Department: Public Works Department
GENERAL TERMS AND CONDITIONS
1. SUBMISSION REQUIREMENTS
The proposer shall submit via hard copy five (5) proposals and via USB flash drive one
(1) electronic copy, no later than 3:00 PM (Pacific Standard Time) Wednesday, May 4,
2022. Submissions may be up 20 pages (excluding the cover page, required waivers,
and insurance endorsements) Proposals shall be delivered to:
City of La Quinta
Attn: Dianne Hansen, Management Analyst
78495 Calle Tampico
La Quinta, California, 92253
Tel: (760) 777 – 7117
Email: dhansen@LaQuintaCA.gov
Email Subject: RFP – L&L Levy Administrative Services
The City is seeking a separate “Work Proposal” and a separate “Cost Proposal”. They should
be clearly marked in separate envelopes and PDF files as “Work Proposal” and “Cost
Proposal” and include the firm’s name. Given that this is a solicitation for professional
services, the City will rank the proposals based upon qualifications and then consider cost.
Only one proposal per firm will be considered.
All proposals shall be firm offers subject to acceptance by the City and may not be
withdrawn for a period of 180 calendar days following the last day to accept proposals.
Proposals may not be amended after the due date except by consent of the City. All
proposals must clearly address all of the requirements outlined in this RFP.
2. SUBMISSION RESTRICTIONS
All proposals must be submitted in writing and USB flash drive; no oral, facsimile, or
telephone proposals or modifications will be considered. Proposals received after the due
date and time are considered non-responsive and will be returned unopened.
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3. QUESTIONS or REQUESTS FOR CLARIFICATIONS
Any requests for clarification or other questions concerning this RFP must be submitted in
writing by April 20, 2022; and sent via email to Dianne Hansen, Management
Analyst, dhansen@laquinta.gov.
4. ERRORS AND OMISSIONS
If a proposer discovers any ambiguity, conflict, discrepancy, omission, or other error in the
RFP or any of its attachments, he/she shall immediately notify the City of such error in
writing and request modification or clarification of the document. Modifications will be made
by addenda. Clarifications will be provided in writing to all parties who have submitted
proposals or who have requested an RFP for purposes of preparing a proposal, without
divulging the source of the request.
If a proposer fails to notify the City prior to the date fixed for submission of proposals of an
error in the RFP known to him/her, or an error that reasonably should have been known to
him/her, he/she shall submit a proposal at his/her own risk, and if he/she is awarded a n
agreement, he/she shall not be entitled to additional compensation or time by reason of
the error or any corrections thereof.
5. MODIFICATIONS AND WITHDRAWALS OF SUBMITTED PROPOSALS
Proposer may withdraw proposals prior to the Submittal Deadline by submitting a written
request to Dianne Hansen, Management Analyst, at dhansen@laquintaca.gov. Withdrawn
proposals will be returned unopened.
Proposers may modify proposals prior to the Submittal Deadline by withdrawing their
proposal as noted above and re-submitting anew before the Submittal Deadline.
6. ADDENDA
The City may modify this RFP, any of its key action dates, or any of its attachments, prior
to the submittal deadline. Addenda will be numbered consecutively and noted following the
RFP title. It is the proposer’s responsibility to ensure they have incorporated all addenda.
Failure to acknowledge and incorporate addenda will not relieve the proposer from the
responsibility to meet all terms and conditions of the RFP and any subsequent addenda.
7. REJECTION OF PROPOSALS
The City may reject any or all proposals in whole or in part for any reason, including
suspicion of collusion among proposers, and may waive any immaterial deviation in a
proposal. The City’s waiver of an immaterial defect shall in no way modify the RFP as
published or excuse the proposer from full compliance with the specifications if he/she is
awarded the agreement. Proposals referring to terms and conditions other than the City’s
terms and conditions as listed in the RFP, may be rejected as being non-responsive.
The City may conduct an investigation as deemed necessary to determine the ability of the
proposer to perform the work, and the proposer shall furnish to the City all such information
and data for this purpose as requested by the City. The City reserves the right to reject any
proposal if the evidence submitted by, or investigation of, such proposer fails to satisfy the
City that such proposer is properly qualified to carry out the obligations of the agreement
and to complete the work specified.
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8. CANCELLATION OF RFP
This RFP does not obligate the City to enter into an agreement. The City reserves the right
to cancel this RFP at any time, should the project be cancelled, the City loses the required
funding, or it is deemed in the best interest of the City. No obligation, either expressed or
implied, exists on the part of the City to make an award or to pay any cost incurred in the
preparation or submission of a proposal.
9. DISPUTES/PROTESTS
The City encourages proposers to resolve issues regarding the requirements or the
procurement process through written correspondence and discussions during the period in
which clarifying addenda may be issued. The City wishes to foster cooperative relationships
and to reach a fair agreement in a timely manner. Formal proposals for major professional
and technical services shall be governed by the City’s Purchasing Policy.
10. NEGOTIATIONS AND FINAL AGREEMENT
The City’s Agreement for Contract Services is enclosed as Attachment 1 for review prior to
submitting a proposal. An agreement will not be binding or valid with the City unless and
until it is executed by authorized representatives of the City and of the selected proposer.
At the discretion of the City, any or all parts of the successful proposal shall be made a
binding part of the agreement. Proposer should notify the City in writing if they take
exception to any of the agreement provisions within the Cover Letter.
11. PRICING ADJUSTMENTS
The City reserves the right to negotiate final pricing with the most qualified proposer. Pricing
shall remain firm for the entire initial term of the agreement. Thereafter, any proposed
pricing adjustment for additional periods, if any, shall be subject to the terms of the
agreement.
12. SELECTION PROCESS
Proposals shall be reviewed and rated based on the information requested by this RFP, as
well as responses from references and clients, background checks, any research on
proposers, and other information pertinent to the evaluation process. Closely ranked firms
may be asked to furnish evidence of capability, equipment, and financial resources to
adequately provide the services.
13. RFP TIMELINE (Subject to Change)
RFP Issue Date:
April 11, 2022
Deadline for Proposers’ Questions:
April 20, 2022
City’s Response to Questions:
April 26, 2022
Proposals Submittal Deadline:
May 4, 2022 by 3:00 PM
Complete Evaluations of Proposals and
Potential Interviews:
May 10, 2022 through May 16, 2022
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Agreement Negotiations and Signing, Proof
of Insurance Coverage, Forms 700:
May 17, 2022 through May 24, 2022
City Council Consideration and Approval:
June 7, 2022
Agreement Effective Date and
Project Start Date
July 1, 2022
14. PROPRIETARY, CONFIDENTIAL, AND PUBLIC INFORMATION
14.1 Proprietary and Trade Secret Information:
A copy of each proposal will be retained as an official record and will become open to
public inspection, unless the proposal or specific parts can be shown to be exempt by
the California Public Records Act [California Government Code §6250 et seq.]. Each
proposer may clearly label part of a proposal as “Confidential” if the proposer thereby
agrees to indemnify and defend the City for honoring such a designation. The failure to
so label any information that is released by the City will constitute a complete waiver of
all claims for damages caused by any release of the information. If a request for public
records for labeled information is received by the City, the City will notify the proposer
of the request and delay access to the material until seven working days after
notification to the proposer. Within that time delay, it will be the duty of the proposer
to act in protection of its labeled information. Failure to so act will constitute a complete
waiver.
14.2 Confidential Information:
Evaluation scores, weight factors, and negotiation notes are confidential and will not
be released or retained [California Government Code §6254(a)].
14.3 Public Information:
All proposals will be opened on May 4, 2022 and will be made available to the public
upon request. By submitting a proposal, the proposer acknowledges and accepts that
the content of the proposal and associated documents will become open to public
inspection. The final, executed agreement will be a public document. Proposals and other
information will not be returned.
15. PROPOSAL PREPARATION COSTS
Any costs incurred in the preparation of a proposal, preparation of changes or additions
requested by the City, presentation to the City, travel in conjunction with such
presentations, or samples of items, shall be entirely the responsibility of the proposer.
16. INSURANCE REQUIREMENTS and ACKNOWLEDGEMENT
Proposals must include a completed “Insurance Requirements Acknowledgment” form
included as Attachment 2 stating that, if selected, the proposer will provide the minimum
insurance coverage and indemnification noted in Exhibits E and F, respectively, of the City’s
Agreement for Contract Services.
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Commercial General Liability (at least as broad as ISO CG 0001)
$1,000,000 (per occurrence); $2,000,000 (general aggregate)
Must include the following endorsements:
General Liability Additional Insured
General Liability Primary and Noncontributory
Commercial Auto Liability (at least as broad as ISO CA 0001)
$1,000,000 (per accident)
Personal Auto Declaration Page if applicable
Errors and Omissions Liability $1,000,000 (per claim and aggregate)
Worker’s Compensation (per statutory requirements)
Must include the following endorsements:
Worker’s Compensation Waiver of Subrogation
Worker’s Compensation Declaration of Sole Proprietor if applicable
17. NON-COLLUSION AFFIDAVIT
Proposals must include an executed Non-Collusion Affidavit, included as Attachment 3,
executed by an official authorized to bind the firm.
18. CONFLICT OF INTEREST
The City requires a Statement of Economic Interest (Form 700) to be filed by any proposer
who is involved in the making of decisions which may have a foreseeable material effect on
any City financial interest pursuant to the City’s Conflict of Interest Code and the California
Political Reform Act of 1974.
19. LOCAL BUSINESS PREFERENCE
Local vendors are encouraged, but not required. For purposes of this section, ‘local’ shall
be defined as an individual, partnership, or corporation, which regularly maintains a place
of business within a 40-mile radius of the City.
20. CITY RIGHTS AND OPTIONS
The City reserves the right to:
▪ Make the selection based on its sole discretion;
▪ Issue subsequent RFP;
▪ Postpone opening proposals or selection for any reason;
▪ Remedy errors in the RFP or in the RFP process;
▪ Modify the Scope of Services in the RFP;
▪ Approve or disapprove the use of particular subcontractors;
▪ Negotiate with any, all or none of the proposers;
▪ Accept other than the lowest offer;
▪ Waive informalities and irregularities in proposals;
▪ Request additional information or clarification;
▪ Request revisions during negotiations;
▪ Invite any firm of its choosing to assist with the evaluation of proposal responses
or to provide the City with a second opinion
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▪ Enter into an agreement with another proposer in the event the originally selected
proposer defaults or fails to execute an agreement with the City in a timely
manner.
REQUESTED SERVICES
The City seeks to utilize a firm to provide all necessary documents required by law for fee
collection by the City on County tax rolls to per form services and maintenance within the
L&L District. The L&L District was formed in 1989 pursuant to the Landscape and Lighting
Act of 1972, Part 2 of Division 15 of the Streets and Highways Code and authorizes the
Agency to annually levy and collect assessments to maintain the services and
improvements related thereto.
I. INTRODUCTION
The City annually levies and collects special assessments to provide and maintain the
facilities, improvements and services within the L&L District. The firm will perform analysis
to identify any changes to the L&L District, land use, parcels and assessments to be levied.
II. SCOPE OF SERVICES
The selected firm shall provide to the City all the necessary services to fulfill its duties and
obligations under the Agreement which duties and obligations include but are not limited
to the following:
Coordination of District services and operations, response to public concerns and education,
as well as procedures associated with the levy and collection of assessments.
• Review and assist with the preparation of district budgets, and coordinate with City
staff to ensure accurate accounting and recovery of all costs. Assist City staff with
the incorporation of the actual maintenance costs into the district budget to achieve
maximum cost-to-benefit equity.
• Be available, as needed at the City’s discretion, to meet with City staff to discuss
district administration, budgeting, method of fee application, levy, or other related
topics.
• Update and maintain a parcel database utilizing parcel information from the current
County Assessor’s Office secured roll.
• Attend City Council meetings, and public hearing, and be available to answer
questions, as requested by City staff.
• Prepare the Annual Engineer’s Report (Report) to include a description of all
zones/subzones, fiscal year budget summary, method of fee application (formula for
spreading levy), each parcel’s levy estimate, and boundary diagram; and present
Report to City staff to review and approve. Revise Report, as directed by staff, prior
to City Council action.
• Prepare resolutions, as necessary.
• Prepare and present the Report to City staff to review and approve.
• Modify Report and roll, as directed by the City Council (if necessary).
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• Upload data (following district public hearing and adoption of the Resolution to Levy)
that is compatible with the County’s computer system for entering individual parcel
levy amounts on tax bills.
• Provide the City with two (2) bound copies of the final Report and assessment roll.
• Assist with appeals’ procedure and make necessary database revisions.
• Revise parcel numbers (upon receipt of a County parcel exceptions list) and report
the remaining levy amounts to the County.
• Act as primary contact in answering property owner questions regarding special
assessments, Assessment Districts, noticing procedures, tax bills, etc.
• Provide continual, year-round administrative counseling to the City as needed.
• Provide annexation procedures for any new areas to be added to the district.
III. PROPOSAL FORMAT
Firms are encouraged to keep their proposals brief and relevant to the specific information
requested herein. Proposals should be straightforward, concise, and provide “layman”
explanation of technical terms that are used. Emphasis should be on completeness and
clarity of content.
Present the proposals in a format and order that corresponds to the numbering and
lettering contained herein, with minimal reference to supporting documentation, so
that proposals can be accurately compared.
1. Cover Letter
Signed by an official authorized to bind the firm with name, address, phone number,
and email address of firm’s contract person, location of firm’s main office, location of
the office that would service this project, a validity statement that all information and
pricing provided in the proposal is valid for at least ninety (90) days, and a statement
that any individual who will perform work for the City is free of any conflict of interest.
Proposer should notify the City in writing if they take exception to any of the agreement
provisions.
Firm’s Background, Qualifications, and Experience, including the following:
(a) Number of years in business
(b) Taxpayer identification number
(c) Number of years planning, construction, and design services
(d) Resumes of the Project Manager and key personnel who will be responsible for
performance if any agreement results from this RFP
(e) Firm ownership and if incorporated, list the state in which the firm is
incorporated and the date of incorporation
(f) If the firm is a subsidiary of a parent company, identify the parent company
(g) Disclosure of any alleged significant prior or ongoing agreement failure, any civil
or criminal litigation or investigation pending, which involved the proposer or in
which the proposer has been judged guilty or liable within the last five (5) years.
If there is no information to disclose, proposer must affirmatively state there is
no negative history.
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2. References of California government agencies (preferably cities utilizing)
(a) Client name, client project manager, telephone number, and email address
(b) Project description
(c) Project start date, and end date
(d) Staff assigned to each project by the firm.
(e) Provide a summary of final outcome
3. Staffing and Project Organization
4. Experience
Highlight any specific value adds that the firm and project team offer the project if
selected.
5. Subcontracting Services
Subcontracting any portion(s) of the Scope of Services is not preferable; however, if
a proposer can demonstrate to the City’s satisfaction that is in the best interest of the
project to permit a portion of the service(s) to be subcontracted by the proposer, it
may be considered. Provide details on the role of any subcontractor that will be used.
Assignment is prohibited.
6. Project Understanding and Approach
A description of the firm’s project understanding and how the firm’s team will approach
the project.
7. Scope of Work
A description of the tasks, sub-tasks, and deliverables that will be provided. The Scope
of Work should be presented in a logical format that can be easily attached to the
Agreement for Contract Services.
8. Project Schedule
A comprehensive Timeline schedule describing the nature and scheduling of
proposed tasks beginning in January of each year.
9. Cost Proposal (Should be separate PDF file – Clearly Marked)
The firm should submit a detailed cost proposal for all services and materials
anticipated in completing the project. Man-hours and extended billing rates per
classification of personnel will be indicated for each task and/or sub-task defined.
10. Acknowledgement of Insurance Requirements (Attachment 2)
Proposals must include a written statement that, if selected, the proposer will provide
the minimum insurance coverage and indemnification noted in Exhibits E and F,
respectively, of the City’s Agreement for Contract Services included as Attachment 1.
11. Non-Collusion Affidavit (Attachment 3)
Proposals must include an executed Non-Collusion Affidavit, included as Attachment
3, executed by an official authorized to bind the firm.
12. Acknowledgement of Addenda (Attachment 4)
If any addendum/addenda are issued, the proposer shall initial the Acknowledgement
of Addenda, included as Attachment 4.
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The following are NOT included in the 20-page count:
(1) Transmittal letter/Cover Letter
(2) Table of contents
(3) Signed Non-Collusion Affidavit Form
(4) Insurance Acknowledgement
ATTACHMENTS
1. Agreement for Contract Services
2. Insurance Requirements Acknowledgement
Must be executed by proposer and submitted with the proposal
3. Non-Collusion Affidavit
Must be executed by proposer and submitted with the proposal
4. Addenda Acknowledgement
Must be executed by proposer and submitted with the proposal
5. Proposal Evaluation Form
6. Cultural Campus Arial Overview
7. Opportunity Map of Master Plan
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ATTACHMENT 1
AGREEMENT FOR CONTRACT SERVICES
THIS AGREEMENT FOR CONTRACT SERVICES (the “Agreement”) is made
and entered into by and between the CITY OF LA QUINTA, (“City”), a California
municipal corporation, and Name[insert the type of business entity, e.g. sole
proprietorship, CA Limited Liability Corp, an S Corp.] (“Contracting Party”).
The parties hereto agree as follows:
1. SERVICES OF CONTRACTING PARTY.
1.1 Scope of Services. In compliance with all terms and conditions of
this Agreement, Contracting Party shall provide Administrative Services for
the Lighting & Landscape Assessment District 89-1 as specified in the “Scope
of Services” attached hereto as “Exhibit A” and incorporated herein by this
reference (the “Services”). Contracting Party represents and warrants that
Contracting Party is a provider of first-class work and/or services and
Contracting Party is experienced in performing the Services contemplated
herein and, in light of such status and experience, Contracting Party covenants
that it shall follow industry standards in performing the Services required
hereunder, and that all materials, if any, will be of good quality, fit for the
purpose intended. For purposes of this Agreement, the phrase “industry
standards” shall mean those standards of practice recognized by one or more
first-class firms performing similar services under similar circumstances.
1.2 Compliance with Law. All Services rendered hereunder shall be
provided in accordance with all ordinances, resolutions, statutes, rules,
regulations, and laws of the City and any Federal, State, or local governmental
agency of competent jurisdiction.
1.3 Wage and Hour Compliance, Contracting Party shall comply with
applicable Federal, State, and local wage and hour laws.
1.4 Licenses, Permits, Fees and Assessments. Except as otherwise
specified herein, Contracting Party shall obtain at its sole cost and expense
such licenses, permits, and approvals as may be required by law for the
performance of the Services required by this Agreement, including a City of
La Quinta business license. Contracting Party and its employees, agents, and
subcontractors shall, at their sole cost and expense, keep in effect at all times
during the term of this Agreement any licenses, permits, and approvals that
are legally required for the performance of the Services required by this
Agreement. Contracting Party shall have the sole obligation to pay for any
fees, assessments, and taxes, plus applicable penalties and interest, which
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may be imposed by law and arise from or are necessary for the performance
of the Services required by this Agreement, and shall indemnify, defend (with
counsel selected by City), and hold City, its elected officials, officers,
employees, and agents, free and harmless against any such fees,
assessments, taxes, penalties, or interest levied, assessed, or imposed
against City hereunder. Contracting Party shall be responsible for all
subcontractors’ compliance with this Section.
1.5 Familiarity with Work. By executing this Agreement, Contracting
Party warrants that (a) it has thoroughly investigated and considered the
Services to be performed, (b) it has investigated the site where the Services
are to be performed, if any, and fully acquainted itself with the conditions
there existing, (c) it has carefully considered how the Services should be
performed, and (d) it fully understands the facilities, difficulties, and
restrictions attending performance of the Services under this Agreement.
Should Contracting Party discover any latent or unknown conditions materially
differing from those inherent in the Services or as represented by City,
Contracting Party shall immediately inform City of such fact and shall not
proceed except at Contracting Party’s risk until written instructions are
received from the Contract Officer, or assigned designee (as defined in
Section 4.2 hereof).
1.6 Standard of Care. Contracting Party acknowledges and
understands that the Services contracted for under this Agreement require
specialized skills and abilities and that, consistent with this understanding,
Contracting Party’s work will be held to an industry standard of quality and
workmanship. Consistent with Section 1.5 hereinabove, Contracting Party
represents to City that it holds the necessary skills and abilities to satisfy the
industry standard of quality as set forth in this Agreement. Contracting Party
shall adopt reasonable methods during the life of this Agreement to furnish
continuous protection to the Services performed by Contracting Party, and the
equipment, materials, papers, and other components thereof to prevent losses
or damages, and shall be responsible for all such damages, to persons or
property, until acceptance of the Services by City, except such losses or
damages as may be caused by City’s own negligence. The performance of
Services by Contracting Party shall not relieve Contracting Party from any
obligation to correct any incomplete, inaccurate, or defective work at no
further cost to City, when such inaccuracies are due to the negligence of
Contracting Party.
1.7 Additional Services. In accordance with the terms and conditions
of this Agreement, Contracting Party shall perform services in addition to
those specified in the Scope of Services (“Additional Services”) only when
directed to do so by the Contract Officer, or assigned designee, provided
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that Contracting Party shall not be required to perform any Additional Services
without compensation. Contracting Party shall not perform any Additional
Services until receiving prior written authorization (in the form of a written
change order if Contracting Party is a contractor performing the Services) from
the Contract Officer, or assigned designee, incorporating therein any
adjustment in (i) the Contract Sum, and/or (ii) the time to perform this
Agreement, which said adjustments are subject to the written approval of
Contracting Party. It is expressly understood by Contracting Party that the
provisions of this Section shall not apply to the Services specifically set forth
in the Scope of Services or reasonably contemplated therein. It is sp ecifically
understood and agreed that oral requests and/or approvals of Additional
Services shall be barred and are unenforceable. Failure of Contracting Party
to secure the Contract Officer’s, or assigned designee’s written authorization
for Additional Services shall constitute a waiver of any and all right to
adjustment of the Contract Sum or time to perform this Agreement, whether
by way of compensation, restitution, quantum meruit, or the like, for
Additional Services provided without the appropriate authorization from the
Contract Officer, or assigned designee. Compensation for properly
authorized Additional Services shall be made in accordance with Section 2.3
of this Agreement.
1.8 Special Requirements. Additional terms and conditions of this
Agreement, if any, which are made a part hereof are set forth in “Exhibit D”
(the “Special Requirements”), which is incorporated herein by this reference
and expressly made a part hereof. In the event of a conflict between the
provisions of the Special Requirements and any other provisions of this
Agreement, the provisions of the Special Requirements shall govern.
2. COMPENSATION.
2.1 Contract Sum. For the Services rendered pursuant to this
Agreement, Contracting Party shall be compensated in accordance with
“Exhibit B” (the “Schedule of Compensation”) in a total amount not to exceed
______________________ ($ __________) per year for the life of the
Agreement, encompassing the initial and any extended terms. (the “Contract
Sum”), except as provided in Section 1.7. The method of compensation set
forth in the Schedule of Compensation may include a lump sum payment upon
completion, payment in accordance with the percentage of completion of the
Services, payment for time and materials based upon Contracting Party’s rate
schedule, but not exceeding the Contract Sum, or such other reasonable
methods as may be specified in the Schedule of Compensation. The Contract
Sum shall include the attendance of Contracting Party at all project meetings
reasonably deemed necessary by City; Contracting Party shall not be entitled
to any additional compensation for attending said meetings. Compensation
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may include reimbursement for actual and necessary expenditures for
reproduction costs, transportation expense, telephone expense, and similar
costs and expenses when and if specified in the Schedule of Compensation.
Regardless of the method of compensation set forth in the Schedule of
Compensation, Contracting Party’s overall compensation shall not exceed the
Contract Sum, except as provided in Section 1.7 of this Agreement.
2.2 Method of Billing & Payment. Any month in which Contracting
Party wishes to receive payment, Contracting Party shall submit to City no
later than the tenth (10th) working day of such month, in the form approved
by City’s Finance Director, an invoice for Services rendered prior to the date
of the invoice. Such invoice shall contain a certification by a principal member
of Contracting Party specifying that the payment requested is for Services
performed in accordance with the terms of this Agreement. Upon approval in
writing by the Contract Officer, or assigned designee, and subject to
retention pursuant to Section 8.3, City will pay Contracting Party for all items
stated thereon which are approved by City pursuant to this Agreement no
later than thirty (30) days after invoices are received by the City’s Finance
Department.
2.3 Compensation for Additional Services. Additional Services
approved in advance by the Contract Officer, or assigned designee, pursuant
to Section 1.7 of this Agreement shall be paid for in an amount agreed to in
writing by both City and Contracting Party in advance of the Additional
Services being rendered by Contracting Party. Any compensation for
Additional Services amounting to five percent (5%) or less of the Contract
Sum may be approved by the Contract Officer, or assigned designee. Any
greater amount of compensation for Additional Services must be approved by
the La Quinta City Council, the City Manager, or Department Director,
depending upon City laws, regulations, rules and procedures concerning public
contracting. Under no circumstances shall Contracting Party receive
compensation for any Additional Services unless prior written approval for the
Additional Services is obtained from the Contract Officer, or assigned
designee, pursuant to Section 1.7 of this Agreement.
3. PERFORMANCE SCHEDULE.
3.1 Time of Essence. Time is of the essence in the performance of this
Agreement. If the Services not completed in accordance with the Schedule of
Performance, as set forth in Section 3.2 and “Exhibit C”, it is understood that
the City will suffer damage.
3.2 Schedule of Performance. All Services rendered pursuant to this
Agreement shall be performed diligently and within the time period
established in “Exhibit C” (the “Schedule of Performance”). Extensions to the
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time period specified in the Schedule of Performance may be approved in
writing by the Contract Officer, or assigned designee.
3.3 Force Majeure. The time period specified in the Schedule of
Performance for performance of the Services rendered pursuant to this
Agreement shall be extended because of any delays due to unforeseeable
causes beyond the control and without the fault or negligence of Contracting
Party, including, but not restricted to, acts of God or of the public enemy,
fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes,
freight embargoes, acts of any governmental agency other than City, and
unusually severe weather, if Contracting Party shall within ten (10) days of
the commencement of such delay notify the Contract Officer, or assigned
designee, in writing of the causes of the delay. The Contract Officer, or
assigned designee, shall ascertain the facts and the extent of delay, and
extend the time for performing the Services for the period of the forced delay
when and if in the Contract Officer’s judgment such delay is justified, and the
Contract Officer’s determination, or assigned designee, shall be final and
conclusive upon the parties to this Agreement. Extensions to time period in
the Schedule of Performance which are determined by the Contract Officer, or
assigned designee, to be justified pursuant to this Section shall not entitle
the Contracting Party to additional compensation in excess of the Contract
Sum.
3.4 Term. Unless earlier terminated in accordance with the provisions
in Article 8.0 of this Agreement, the term of this agreement shall commence
on July 1. 2022, and terminate on June 30, 2025 (“Initial Term”). This
Agreement may be extended for two (2) additional year(s) upon mutual
agreement by both parties (“Extended Term”), and executed in writing.
4. COORDINATION OF WORK.
4.1 Representative of Contracting Party. The following principals of
Contracting Party (“Principals”) are hereby designated as being the principals
and representatives of Contracting Party authorized to act in its behalf with
respect to the Services specified herein and make all decisions in connection
therewith:
(a) Name
Tel No.
E-mail:
(b) Name
Tel No.
Email:
It is expressly understood that the experience, knowledge, capability,
and reputation of the foregoing Principals were a substantial inducement for
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City to enter into this Agreement. Therefore, the foregoing Principals shall be
responsible during the term of this Agreement for directing all activities of
Contracting Party and devoting sufficient time to personally supervise the
Services hereunder. For purposes of this Agreement, the foregoing Principals
may not be changed by Contracting Party and no other personnel may be
assigned to perform the Services required hereunder without the express
written approval of City.
4.2 Contract Officer. The “Contract Officer”, otherwise known as
Dianne Hansen, Management Analyst, or assigned designee may be
designated in writing by the City Manager of the City. It shall be Contracting
Party’s responsibility to assure that the Contract Officer, or assigned
designee, is kept informed of the progress of the performance of the Services,
and Contracting Party shall refer any decisions, that must be made by City to
the Contract Officer, or assigned designee. Unless otherwise specified
herein, any approval of City required hereunder shall mean the approval of
the Contract Officer, or assigned designee. The Contract Officer, or
assigned designee, shall have authority to sign all documents on behalf of
City required hereunder to carry out the terms of this Agreement.
4.3 Prohibition Against Subcontracting or Assignment. The
experience, knowledge, capability, and reputation of Contracting Party, its
principals, and its employees were a substantial inducement for City to enter
into this Agreement. Except as set forth in this Agreement, Contracting Party
shall not contract or subcontract with any other entity to perform in whole or
in part the Services required hereunder without the express written approval
of City. In addition, neither this Agreement nor any interest herein may be
transferred, assigned, conveyed, hypothecated, or encumbered, voluntarily or
by operation of law, without the prior written approval of City. Transfers
restricted hereunder shall include the transfer to any person or group of
persons acting in concert of more than twenty five percent (25%) of the
present ownership and/or control of Contracting Party, taking all transfers into
account on a cumulative basis. Any attempted or purported assignment or
contracting or subcontracting by Contracting Party without City’s express
written approval shall be null, void, and of no effect. No approved transfer
shall release Contracting Party of any liability hereunder without the express
consent of City.
4.4 Independent Contractor. Neither City nor any of its employees
shall have any control over the manner, mode, or means by which Contracting
Party, its agents, or its employees, perform the Services required herein,
except as otherwise set forth herein. City shall have no voice in the selection,
discharge, supervision, or control of Contracting Party’s employees, servants,
representatives, or agents, or in fixing their number or hours of service.
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Contracting Party shall perform all Services required herein as an independent
contractor of City and shall remain at all times as to City a wholly independent
contractor with only such obligations as are consistent with that role.
Contracting Party shall not at any time or in any manner represent that it or
any of its agents or employees are agents or employees of City. City shall not
in any way or for any purpose become or be deemed to be a partner of
Contracting Party in its business or otherwise or a joint venture or a member
of any joint enterprise with Contracting Party. Contracting Party shall have no
power to incur any debt, obligation, or liability on behalf of City. Contracting
Party shall not at any time or in any manner represent that it or any of its
agents or employees are agents or employees of City. Except for the Contract
Sum paid to Contracting Party as provided in this Agreement, City shall not
pay salaries, wages, or other compensation to Contracting Party for
performing the Services hereunder for City. City shall not be liable for
compensation or indemnification to Contracting Party for injury or sickness
arising out of performing the Services hereunder. Notwithstanding any other
City, state, or federal policy, rule, regulation, law, or ordinance to the
contrary, Contracting Party and any of its employees, agents, and
subcontractors providing services under this Agreement shall not qualify for
or become entitled to any compensation, benefit, or any incident of
employment by City, including but not limited to eligibility to enroll in the
California Public Employees Retirement System (“PERS”) as an employee of
City and entitlement to any contribution to be paid by City for employer
contributions and/or employee contributions for PERS benefits. Contracting
Party agrees to pay all required taxes on amounts paid to Contracting Party
under this Agreement, and to indemnify and hold City harmless from any and
all taxes, assessments, penalties, and interest asserted against City by reason
of the independent contractor relationship created by this Agreement.
Contracting Party shall fully comply with the workers’ compensation laws
regarding Contracting Party and Contracting Party’s employees. Contracting
Party further agrees to indemnify and hold City harmless from any failure of
Contracting Party to comply with applicable workers’ compensation laws. City
shall have the right to offset against the amount of any payment due to
Contracting Party under this Agreement any amount due to City from
Contracting Party as a result of Contracting Party’s failure to promptly pay to
City any reimbursement or indemnification arising under this Section.
4.5 Identity of Persons Performing Work. Contracting Party represents
that it employs or will employ at its own expense all personnel required for
the satisfactory performance of any and all of the Services set forth herein.
Contracting Party represents that the Services required herein will be
performed by Contracting Party or under its direct supervision, and that all
personnel engaged in such work shall be fully qualified and shall be authorized
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and permitted under applicable State and local law to perform such tasks and
services.
4.6 City Cooperation. City shall provide Contracting Party with any
plans, publications, reports, statistics, records, or other data or information
pertinent to the Services to be performed hereunder which are reasonably
available to Contracting Party only from or through action by City.
5. INSURANCE.
5.1 Insurance. Prior to the beginning of any Services under this
Agreement and throughout the duration of the term of this Agreement,
Contracting Party shall procure and maintain, at its sole cost and expense,
and submit concurrently with its execution of this Agreement, policies of
insurance as set forth in “Exhibit E” (the “Insurance Requirements”) which is
incorporated herein by this reference and expressly made a part hereof.
5.2 Proof of Insurance. Contracting Party shall provide Certificate of
Insurance to Agency along with all required endorsements. Certificate of
Insurance and endorsements must be approved by Agency’s Risk Manager
prior to commencement of performance.
6. INDEMNIFICATION.
6.1 Indemnification. To the fullest extent permitted by law,
Contracting Party shall indemnify, protect, defend (with counsel selected by
City), and hold harmless City and any and all of its officers, employees,
agents, and volunteers as set forth in “Exhibit F” (“Indemnification”) which is
incorporated herein by this reference and expressly made a part hereof.
7. RECORDS AND REPORTS.
7.1 Reports. Contracting Party shall periodically prepare and submit
to the Contract Officer, or assigned designee, such reports concerning
Contracting Party’s performance of the Services required by this Agreement
as the Contract Officer, or assigned designee, shall require. Contracting
Party hereby acknowledges that City is greatly concerned about the cost of
the Services to be performed pursuant to this Agreement. For this reason,
Contracting Party agrees that if Contracting Party becomes aware of any facts,
circumstances, techniques, or events that may or will materially increase or
decrease the cost of the Services contemplated herein or, if Contracting Party
is providing design services, the cost of the project being designed,
Contracting Party shall promptly notify the Contract Officer, or assigned
designee, of said fact, circumstance, technique, or event and the estimated
increased or decreased cost related thereto and, if Contracting Party is
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providing design services, the estimated increased or decreased cost estimate
for the project being designed.
7.2 Records. Contracting Party shall keep, and require any
subcontractors to keep, such ledgers, books of accounts, invoices, vouchers,
canceled checks, reports (including but not limited to payroll reports), studies,
or other documents relating to the disbursements charged to City and the
Services performed hereunder (the “Books and Records”), as shall be
necessary to perform the Services required by this Agreement and enable the
Contract Officer, or assigned designee, to evaluate the performance of such
Services. Any and all such Books and Records shall be maintained in
accordance with generally accepted accounting principles and shall be
complete and detailed. The Contract Officer, or assigned designee, shall
have full and free access to such Books and Records at all times during normal
business hours of City, including the right to inspect, copy, audit, and make
records and transcripts from such Books and Records. Such Books and
Records shall be maintained for a period of three (3) years following
completion of the Services hereunder, and City shall have access to such
Books and Records in the event any audit is required. In the event of
dissolution of Contracting Party’s business, custody of the Books and Records
may be given to City, and access shall be provided by Contracting Party’s
successor in interest. Under California Government Code Section 8546.7, if
the amount of public funds expended under this Agreement exceeds Ten
Thousand Dollars ($10,000.00), this Agreement shall be subject to the
examination and audit of the State Auditor, at the request of City or as part
of any audit of City, for a period of three (3) years after final payment under
this Agreement.
7.3 Ownership of Documents. All drawings, specifications, maps,
designs, photographs, studies, surveys, data, notes, computer files, reports,
records, documents, and other materials plans, drawings, estimates, test
data, survey results, models, renderings, and other documents or works of
authorship fixed in any tangible medium of expression, including but not
limited to, physical drawings, digital renderings, or data stored digitally,
magnetically, or in any other medium prepared or caused to be prepared by
Contracting Party, its employees, subcontractors, and agents in the
performance of this Agreement (the “Documents and Materials”) shall be the
property of City and shall be delivered to City upon request of the Contract
Officer, or assigned designee, or upon the expiration or termination of this
Agreement, and Contracting Party shall have no claim for further employment
or additional compensation as a result of the exercise by City of its full rights
of ownership use, reuse, or assignment of the Documents and Materials
hereunder. Any use, reuse or assignment of such completed Documents and
Materials for other projects and/or use of uncompleted documents without
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specific written authorization by Contracting Party will be at City’s sole risk
and without liability to Contracting Party, and Contracting Party’s guarantee
and warranties shall not extend to such use, revise, or assignment.
Contracting Party may retain copies of such Documents and Materials for its
own use. Contracting Party shall have an unrestricted right to use the concepts
embodied therein. All subcontractors shall provide for assignment to City of
any Documents and Materials prepared by them, and in the event Contracting
Party fails to secure such assignment, Contracting Party shall indemnify City
for all damages resulting therefrom.
7.4 In the event City or any person, firm, or corporation authorized
by City reuses said Documents and Materials without written verification or
adaptation by Contracting Party for the specific purpose intended and causes
to be made or makes any changes or alterations in said Documents and
Materials, City hereby releases, discharges, and exonerates Contracting Party
from liability resulting from said change. The provisions of this clause shall
survive the termination or expiration of this Agreement and shall thereafter
remain in full force and effect.
7.5 Licensing of Intellectual Property. This Agreement creates a non-
exclusive and perpetual license for City to copy, use, modify, reuse, or
sublicense any and all copyrights, designs, rights of reproduction, and other
intellectual property embodied in the Documents and Materials. Contracting
Party shall require all subcontractors, if any, to agree in writing that City is
granted a non-exclusive and perpetual license for the Documents and
Materials the subcontractor prepares under this Agreement. Contracting Party
represents and warrants that Contracting Party has the legal right to license
any and all of the Documents and Materials. Contracting Party makes no such
representation and warranty in regard to the Documents and Materials which
were prepared by design professionals other than Contracting Party or
provided to Contracting Party by City. City shall not be limited in any way in
its use of the Documents and Materials at any time, provided that any such
use not within the purposes intended by this Agreement shall be at City’s sole
risk.
7.6 Release of Documents. The Documents and Materials shall not be
released publicly without the prior written approval of the Contract Officer, or
assigned designee, or as required by law. Contracting Party shall not disclose
to any other entity or person any information regarding the activities of City,
except as required by law or as authorized by City.
7.7 Confidential or Personal Identifying Information. Contracting Party
covenants that all City data, data lists, trade secrets, documents with personal
identifying information, documents that are not public records, draft
documents, discussion notes, or other information, if any, developed or
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received by Contracting Party or provided for performance of this Agreement
are deemed confidential and shall not be disclosed by Contracting Party to any
person or entity without prior written authorization by City or unless required
by law. City shall grant authorization for disclosure if required by any lawful
administrative or legal proceeding, court order, or similar directive with the
force of law. All City data, data lists, trade secrets, documents with personal
identifying information, documents that are not public records, draft
documents, discussions, or other information shall be returned to City upon
the termination or expiration of this Agreement. Contracting Party’s covenant
under this section shall survive the termination or expiration of this
Agreement.
8. ENFORCEMENT OF AGREEMENT.
8.1 California Law. This Agreement shall be interpreted, construed,
and governed both as to validity and to performance of the parties in
accordance with the laws of the State of California. Legal actions concerning
any dispute, claim, or matter arising out of or in relation to this Agreement
shall be instituted in the Superior Court of the County of Riverside, State of
California, or any other appropriate court in such county, and Contracting
Party covenants and agrees to submit to the personal jurisdiction of such court
in the event of such action.
8.2 Disputes. In the event of any dispute arising under this
Agreement, the injured party shall notify the injuring party in writing of its
contentions by submitting a claim therefore. The injured party shall continue
performing its obligations hereunder so long as the injuring party commences
to cure such default within ten (10) days of service of such notice and
completes the cure of such default within forty-five (45) days after service of
the notice, or such longer period as may be permitted by the Contract Officer,
or assigned designee; provided that if the default is an immediate danger to
the health, safety, or general welfare, City may take such immediate action
as City deems warranted. Compliance with the provisions of this Section shall
be a condition precedent to termination of this Agreement for cause and to
any legal action, and such compliance shall not be a waiver of any party’s right
to take legal action in the event that the dispute is not cured, provided that
nothing herein shall limit City’s right to terminate this Agreement without
cause pursuant to this Article 8.0. During the period of time that Contracting
Party is in default, City shall hold all invoices and shall, when the default is
cured, proceed with payment on the invoices. In the alternative, City may, in
its sole discretion, elect to pay some or all of the outstanding invoices during
any period of default.
8.3 Retention of Funds. City may withhold from any monies payable
to Contracting Party sufficient funds to compensate City for any losses, costs,
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liabilities, or damages it reasonably believes were suffered by City due to the
default of Contracting Party in the performance of the Services required by
this Agreement.
8.4 Waiver. No delay or omission in the exercise of any right or
remedy of a non-defaulting party on any default shall impair such right or
remedy or be construed as a waiver. City’s consent or approval of any act by
Contracting Party requiring City’s consent or approval shall not be deemed to
waive or render unnecessary City’s consent to or approval of any subsequent
act of Contracting Party. Any waiver by either party of any default must be in
writing and shall not be a waiver of any other default concerning the same or
any other provision of this Agreement.
8.5 Rights and Remedies are Cumulative. Except with respect to rights
and remedies expressly declared to be exclusive in this Agreement, the rights
and remedies of the parties are cumulative and the exercise by either party
of one or more of such rights or remedies shall not preclude the exercise by
it, at the same or different times, of any other rights or remedies for the same
default or any other default by the other party.
8.6 Legal Action. In addition to any other rights or remedies, either
party may take legal action, at law or at equity, to cure, correct, or remedy
any default, to recover damages for any default, to compel specific
performance of this Agreement, to obtain declaratory or injunctive relief, or
to obtain any other remedy consistent with the purposes of this Agreement.
8.7 Termination Prior To Expiration of Term. This Section shall govern
any termination of this Agreement, except as specifically provided in the
following Section for termination for cause. City reserves the right to terminate
this Agreement at any time, with or without cause, upon thirty (30) days’
written notice to Contracting Party. Upon receipt of any notice of termination,
Contracting Party shall immediately cease all Services hereunder except such
as may be specifically approved by the Contract Officer, or assigned
designee. Contracting Party shall be entitled to compensation for all Services
rendered prior to receipt of the notice of termination and for any Services
authorized by the Contract Officer, or assigned designee, thereafter in
accordance with the Schedule of Compensation or such as may be approved
by the Contract Officer, or assigned designee, except amounts held as a
retention pursuant to this Agreement.
8.8 Termination for Default of Contracting Party. If termination is due
to the failure of Contracting Party to fulfill its obligations under this Agreement,
Contracting Party shall vacate any City-owned property which Contracting
Party is permitted to occupy hereunder and City may, after compliance with
the provisions of Section 8.2, take over the Services and prosecute the same
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to completion by contract or otherwise, and Contracting Party shall be liable
to the extent that the total cost for completion of the Services required
hereunder exceeds the compensation herein stipulated (provided that City
shall use reasonable efforts to mitigate such damages), and City may withhold
any payments to Contracting Party for the purpose of setoff or partial payment
of the amounts owed City.
8.9 Attorneys’ Fees. If either party to this Agreement is required to
initiate or defend or made a party to any action or proceeding in any way
connected with this Agreement, the prevailing party in such action or
proceeding, in addition to any other relief which may be granted, whethe r
legal or equitable, shall be entitled to reasonable attorneys’ fees; provided,
however, that the attorneys’ fees awarded pursuant to this Section shall not
exceed the hourly rate paid by City for legal services multiplied by the
reasonable number of hours spent by the prevailing party in the conduct of
the litigation. Attorneys’ fees shall include attorneys’ fees on any appeal, and
in addition a party entitled to attorneys’ fees shall be entitled to all other
reasonable costs for investigating such action, taking depositions and
discovery, and all other necessary costs the court allows which are incurred in
such litigation. All such fees shall be deemed to have accrued on
commencement of such action and shall be enforceable whether or not such
action is prosecuted to judgment. The court may set such fees in the same
action or in a separate action brought for that purpose.
9. CITY OFFICERS AND EMPLOYEES; NONDISCRIMINATION.
9.1 Non-liability of City Officers and Employees. No officer, official,
employee, agent, representative, or volunteer of City shall be personally liable
to Contracting Party, or any successor in interest, in the event or any default
or breach by City or for any amount which may become due to Contracting
Party or to its successor, or for breach of any obligation of the terms of this
Agreement.
9.2 Conflict of Interest. Contracting Party covenants that neither it,
nor any officer or principal of it, has or shall acquire any interest, directly or
indirectly, which would conflict in any manner with the interests of City or
which would in any way hinder Contracting Party’s performance of the
Services under this Agreement. Contracting Party further covenants that in
the performance of this Agreement, no person having any such interest shall
be employed by it as an officer, employee, agent, or subcontractor without
the express written consent of the Contract Officer, or assigned designee.
Contracting Party agrees to at all times avoid conflicts of interest or the
appearance of any conflicts of interest with the interests of City in the
performance of this Agreement.
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No officer or employee of City shall have any financial interest, direct
or indirect, in this Agreement nor shall any such officer or employee
participate in any decision relating to this Agreement which effects his financial
interest or the financial interest of any corporation, partnership or association
in which he is, directly or indirectly, interested, in violation of any State statute
or regulation. Contracting Party warrants that it has not paid or given and will
not pay or give any third party any money or other consideration for obtaining
this Agreement.
9.3 Covenant against Discrimination. Contracting Party covenants
that, by and for itself, its heirs, executors, assigns, and all persons claimin g
under or through them, that there shall be no discrimination against or
segregation of, any person or group of persons on account of any
impermissible classification including, but not limited to, race, color, creed,
religion, sex, marital status, sexual orientation, national origin, or ancestry in
the performance of this Agreement. Contracting Party shall take affirmative
action to ensure that applicants are employed and that employees are treated
during employment without regard to their race, color, creed, religion, sex,
marital status, sexual orientation, national origin, or ancestry.
10. MISCELLANEOUS PROVISIONS.
10.1 Notice. Any notice, demand, request, consent, approval, or
communication either party desires or is required to give the other party or
any other person shall be in writing and either served personally or sent by
prepaid, first-class mail to the address set forth below. Either party may
change its address by notifying the other party of the change of address in
writing. Notice shall be deemed communicated forty-eight (48) hours from the
time of mailing if mailed as provided in this Section.
To City:
CITY OF LA QUINTA
Attention: Dianne Hansen
Management Analyst
78495 Calle Tampico
La Quinta, California 92253
To Contracting Party:
VENDORS COMPANY NAME
VENDORS CONTACT
VENDORS STREET ADDRESS
VENDORS CITY, STATE, ZIP
10.2 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed
for or against either party by reason of the authorship of this Agreement or
any other rule of construction which might otherwise apply.
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10.3 Section Headings and Subheadings. The section headings and
subheadings contained in this Agreement are included for convenience only
and shall not limit or otherwise affect the terms of this Agreement.
10.4 Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed to be an original, and such counterparts shall
constitute one and the same instrument.
10.5 Integrated Agreement. This Agreement including the exhibits
hereto is the entire, complete, and exclusive expression of the understanding
of the parties. It is understood that there are no oral agreements between the
parties hereto affecting this Agreement and this Agreement supersedes and
cancels any and all previous negotiations, arrangements, agreements, and
understandings, if any, between the parties, and none shall be used to
interpret this Agreement.
10.6 Amendment. No amendment to or modification of this Agreement
shall be valid unless made in writing and approved by Contracting Party and
by the City Council of City. The parties agree that this requirement for written
modifications cannot be waived and that any attempted waiver shall be void.
10.7 Severability. In the event that any one or more of the articles,
phrases, sentences, clauses, paragraphs, or sections contained in this
Agreement shall be declared invalid or unenforceable, such invalidity or
unenforceability shall not affect any of the remaining articles, phrases,
sentences, clauses, paragraphs, or sections of this Agreement which are
hereby declared as severable and shall be interpreted to carry out the intent
of the parties hereunder unless the invalid provision is so material that its
invalidity deprives either party of the basic benefit of their bargain or renders
this Agreement meaningless.
10.8 Unfair Business Practices Claims. In entering into this Agreement,
Contracting Party offers and agrees to assign to City all rights, title, and
interest in and to all causes of action it may have under Section 4 of the
Clayton Act (15 U.S.C. § 15) or under the Cartwright Act (Chapter 2,
(commencing with Section 16700) of Part 2 of Division 7 of the Business and
Professions Code), arising from purchases of goods, services, or materials
related to this Agreement. This assignment shall be made and become
effective at the time City renders final payment to Contracting Party without
further acknowledgment of the parties.
10.9 No Third-Party Beneficiaries. With the exception of the specific
provisions set forth in this Agreement, there are no intended third-party
beneficiaries under this Agreement and no such other third parties shall have
any rights or obligations hereunder.
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10.10 Authority. The persons executing this Agreement on behalf of each
of the parties hereto represent and warrant that (i) such party is duly
organized and existing, (ii) they are duly authorized to execute and deliver
this Agreement on behalf of said party, (iii) by so executing this Agreement,
such party is formally bound to the provisions of this Agreement, and (iv) that
entering into this Agreement does not violate any provision of any other
Agreement to which said party is bound. This Agreement shall be binding upon
the heirs, executors, administrators, successors, and assigns of the parties.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of
the dates stated below.
CITY OF LA QUINTA,
a California Municipal Corporation
JON McMILLEN, City Manager
City of La Quinta, California
Dated:
CONTRACTING PARTY:
By:
Name:
Title:
ATTEST:
MONIKA RADEVA, City Clerk
City of La Quinta, California
By:
Name:
Title:
APPROVED AS TO FORM:
WILLIAM H. IHRKE, City Attorney
City of La Quinta, California
Exhibit A
Page 1 of 5 Last revised summer 2017
Exhibit A
Scope of Services
1. Services to be Provided:
Coordination of District services and operations, response to public concerns and education,
as well as procedures associated with the levy and collection of assessments.
• Review and assist with the preparation of district budgets, and coordinate with City
staff to ensure accurate accounting and recovery of all costs. Assist City staff with
the incorporation of the actual maintenance costs into the district budget to achieve
maximum cost-to-benefit equity.
• Be available, as needed at the City’s discretion, to meet with City staff to discuss
district administration, budgeting, method of fee application, levy, or other related
topics.
• Update and maintain a parcel database utilizing parcel information from the current
County Assessor’s Office secured roll.
• Attend City Council meetings, and public hearing, and be available to answer
questions, as requested by City staff.
• Prepare the Annual Engineer’s Report (Report) to include a description of all
zones/subzones, fiscal year budget summary, method of fee application (formula for
spreading levy), each parcel’s levy estimate, and boundary diagram; and present
Report to City staff to review and approve. Revise Report, as directed by staff, prior
to City Council action.
• Prepare resolutions, as necessary.
• Prepare and present the Report to City staff to review and approve.
• Modify Report and roll, as directed by the City Council (if necessary).
• Upload data (following district public hearing and adoption of the Resolution to Levy)
that is compatible with the County’s computer system for entering individual parcel
levy amounts on tax bills.
• Provide the City with two (2) bound copies of the final Report and assessment roll.
• Assist with appeals’ procedure and make necessary database revisions.
• Revise parcel numbers (upon receipt of a County parcel exceptions list) and report
the remaining levy amounts to the County.
• Act as primary contact in answering property owner questions regarding special
assessments, Assessment Districts, noticing procedures, tax bills, etc.
• Provide continual, year-round administrative counseling to the City as needed.
Provide annexation procedures for any new areas to be added to the
district
Exhibit A
Page 2 of 5
ADDENDUM TO AGREEMENT
Re: Scope of Services
If the Scope of Services include construction, alteration, demolition,
installation, repair, or maintenance affecting real property or structures or
improvements of any kind appurtenant to real property, the following apply:
1. Prevailing Wage Compliance. If Contracting Party is a contractor
performing public works and maintenance projects, as described in this
Section 1.3, Contracting Party shall comply with applicable Federal, State, and
local laws. Contracting Party is aware of the requirements of California Labor
Code Sections 1720, et seq., and 1770, et seq., as well as California Code of
Regulations, Title 8, Sections 16000, et seq., (collectively, the “Prevailing
Wage Laws”), and La Quinta Municipal Code Section 3.12.040, which require
the payment of prevailing wage rates and the performance of other
requirements on “Public works” and “Maintenance” projects. If the Services
are being performed as part of an applicable “Public works” or “Maintenance”
project, as defined by the Prevailing Wage Laws, and if construction work over
twenty-five thousand dollars ($25,000.00) and/or alterations, demolition,
repair or maintenance work over fifteen thousand dollars ($15,000.00) is
entered into or extended on or after January 1, 2015 by this Agreement,
Contracting Party agrees to fully comply with such Prevailing Wage Laws
including, but not limited to, requirements related to the maintenance of
payroll records and the employment of apprentices. Pursuant to California
Labor Code Section 1725.5, no contractor or subcontractor may be awarded
a contract for public work on a “Public works” project unless registered with
the California Department of Industrial Relations (“DIR”) at the time the
contract is awarded. If the Services are being performed as part of an
applicable “Public works” or “Maintenance” project, as defined by the
Prevailing Wage Laws, this project is subject to compliance monitoring and
enforcement by the DIR. Contracting Party will maintain and will require all
subcontractors to maintain valid and current DIR Public Works contractor
registration during the term of this Agreement. Contracting Party shall notify
City in writing immediately, and in no case more than twenty-four (24) hours,
after receiving any information that Contracting Party’s or any of its
subcontractor’s DIR registration status has been suspended, revoked, expired,
or otherwise changed. It is understood that it is the responsibility of
Contracting Party to determine the correct salary scale. Contracting Party shall
make copies of the prevailing rates of per diem wages for each craft,
classification, or type of worker needed to execute the Services available to
interested parties upon request, and shall post copies at Contracting Party’s
principal place of business and at the project site, if any. The statutory
penalties for failure to pay prevailing wage or to comply with State wage and
hour laws will be enforced. Contracting Party must forfeit to City TWENTY -
Exhibit A
Page 3 of 5
FIVE DOLLARS ($25.00) per day for each worker who works in excess of the
minimum working hours when Contracting Party does not pay overtime. In
accordance with the provisions of Labor Code Sections 1810 et seq., eight
(8) hours is the legal working day. Contracting Party also shall comply with
State law requirements to maintain payroll records and shall provide for
certified records and inspection of records as required by California Labor Code
Section 1770 et seq., including Section 1776. In addition to the other
indemnities provided under this Agreement, Contracting Party shall defend
(with counsel selected by City), indemnify, and hold City, its elected officials,
officers, employees, and agents free and harmless from any claim or liability
arising out of any failure or alleged failure to comply with the Prevailing Wage
Laws. It is agreed by the parties that, in connection with performance of the
Services, including, without limitation, any and all “Public works” (as defined
by the Prevailing Wage Laws), Contracting Party shall bear all risks of payment
or non-payment of prevailing wages under California law and/or the
implementation of Labor Code Section 1781, as the same may be amended
from time to time, and/or any other similar law. Contracting Party
acknowledges and agrees that it shall be independently responsible for
reviewing the applicable laws and regulations and effectuating compliance
with such laws. Contracting Party shall require the same of all subcontractors.
2. Retention. Payments shall be made in accordance with the
provisions of Article 2.0 of the Agreement. In accordance with said Sections,
City shall pay Contracting Party a sum based upon ninety-five percent (95%)
of the Contract Sum apportionment of the labor and materials incorporated
into the Services under this Agreement during the month covered by said
invoice. The remaining five percent (5%) thereof shall be retained as
performance security to be paid to Contracting Party within sixty (60) days
after final acceptance of the Services by the City Council of City, after
Contracting Party has furnished City with a full release of all undisputed
payments under this Agreement, if required by City. In the event there are
any claims specifically excluded by Contracting Party from the operation of the
release, City may retain proceeds (per Public Contract Code § 7107) of up to
one hundred fifty percent (150%) of the amount in dispute. City’s failure to
deduct or withhold shall not affect Contracting Party’s obligations under the
Agreement.
3. Utility Relocation. City is responsible for removal, relocation, or
protection of existing main or trunk-line utilities to the extent such utilities
were not identified in the invitation for bids or specifications. City shall
reimburse Contracting Party for any costs incurred in locating, repairing
damage not caused by Contracting Party, and removing or relocating such
unidentified utility facilities. Contracting Party shall not be assessed liquidated
Exhibit A
Page 4 of 5
damages for delay arising from the removal or relocation of such unidentified
utility facilities.
4. Trenches or Excavations. Pursuant to California Public Contract
Code Section 7104, in the event the work included in this Agreement requires
excavations more than four (4) feet in depth, the following shall apply:
(a) Contracting Party shall promptly, and before the following
conditions are disturbed, notify City, in writing, of any: (1) material that
Contracting Party believes may be material that is hazardous waste, as
defined in Section 25117 of the Health and Safety Code, that is required to be
removed to a Class I, Class II, or Class III disposal site in accordance with
provisions of existing law; (2) subsurface or latent physical conditions at the
site different from those indicated by information about the site made
available to bidders prior to the deadline for submitting bids; or (3) unknown
physical conditions at the site of any unusual nature, different materially from
those ordinarily encountered and generally recognized as inherent in work of
the character provided for in the Agreement.
(b) City shall promptly investigate the conditions, and if it finds
that the conditions do materially so differ, or do involve hazardous waste, and
cause a decrease or increase in Contracting Party’s cost of, or the time
required for, performance of any part of the work shall issue a change order
per Section 1.8 of the Agreement.
(c) in the event that a dispute arises between City and
Contracting Party whether the conditions materially differ, or involve
hazardous waste, or cause a decrease or increase in Contracting Party’s cost
of, or time required for, performance of any part of the work, Contracting
Party shall not be excused from any scheduled completion date provided for
by this Agreement, but shall proceed with all work to be performed under this
Agreement. Contracting Party shall retain any and all rights provided either
by contract or by law which pertain to the resolution of disputes and protests
between the contracting Parties.
5. Safety. Contracting Party shall execute and maintain its work so
as to avoid injury or damage to any person or property. In carryi ng out the
Services, Contracting Party shall at all times be in compliance with all
applicable local, state, and federal laws, rules and regulations, and shall
exercise all necessary precautions for the safety of employees appropriate to
the nature of the work and the conditions under which the work is to be
performed. Safety precautions as applicable shall include, but shall not be
limited to: (A) adequate life protection and lifesaving equipment and
procedures; (B) instructions in accident prevention for all employees and
subcontractors, such as safe walkways, scaffolds, fall protection ladders,
Exhibit A
Page 5 of 5
bridges, gang planks, confined space procedures, trenching and shoring,
equipment and other safety devices, equipment and wearing apparel as are
necessary or lawfully required to prevent accidents or injuries; and
(C) adequate facilities for the proper inspection and maintenance of all safety
measures.
6. Liquidated Damages. Since the determination of actual damages
for any delay in performance of the Agreement would be extremely difficult or
impractical to determine in the event of a breach of this Agreement,
Contracting Party shall be liable for and shall pay to City the sum of One
Thousand dollars ($1,000.00) as liquidated damages for each working day of
delay in the performance of any of the Services required hereunder, as
specified in the Schedule of Performance. In addition, liquidated damages may
be assessed for failure to comply with the emergency call out requirements,
if any, described in the Scope of Services. City may withhold from any moneys
payable on account of the Services performed by Contracting Party any
accrued liquidated damages.
Exhibit B
Page 1 of 1
Exhibit B
Schedule of Compensation
With the exception of compensation for Additional Services, provided for
in Section 2.3 of this Agreement, the maximum total compensation to be paid
to Contracting Party under this Agreement is not to exceed
______________________ ($ __________) (“Contract Sum”). the Contract
Sum shall be paid to Contracting Party in installment payments made on a
monthly basis and in an amount identified in Contracting Party’s schedule of
compensation attached hereto for the work tasks performed and properly
invoiced by Contracting Party in conformance with Section 2.2 of this
Agreement.
Exhibit C
Page 1 of 1
Exhibit C
Schedule of Performance
Contracting Party shall complete all services identified in the Scope of
Services, Exhibit A of this Agreement, in accordance with the Project
Schedule, attached hereto and incorporated herein by this reference.
Exhibit D
Page 1 of 1
Exhibit D
Special Requirements
None
Exhibit E
Page 1 of 6
Exhibit E
Insurance Requirements
E.1 Insurance. Prior to the beginning of and throughout the duration of
this Agreement, the following policies shall be maintained and kept in full force
and effect providing insurance with minimum limits as indicated below and
issued by insurers with A.M. Best ratings of no less than A-VI:
Commercial General Liability (at least as broad as ISO CG 0001)
$1,000,000 (per occurrence)
$2,000,000 (general aggregate)
Must include the following endorsements:
General Liability Additional Insured
General Liability Primary and Non-contributory
Commercial Auto Liability (at least as broad as ISO CA 0001)
$1,000,000 (per accident)
Auto Liability Additional Insured
Personal Auto Declaration Page if applicable
Errors and Omissions Liability
$1,000,000 (per claim and aggregate)
Workers’ Compensation
(per statutory requirements)
Must include the following endorsements:
Workers Compensation with Waiver of Subrogation
Workers Compensation Declaration of Sole Proprietor if applicable
Contracting Party shall procure and maintain, at its cost, and submit
concurrently with its execution of this Agreement, Commercial General
Liability insurance against all claims for injuries against persons or damages
to property resulting from Contracting Party’s acts or omissions rising out of
or related to Contracting Party’s performance under this Agreement. The
insurance policy shall contain a severability of interest clause providing that
the coverage shall be primary for losses arising out of Contracting Party’s
performance hereunder and neither City nor its insurers shall be required to
contribute to any such loss. An endorsement evidencing the foregoing and
naming the City and its officers and employees as additional insured (on the
Commercial General Liability policy only) must be submitted concurrently with
the execution of this Agreement and approved by City prior to commencement
of the services hereunder.
Exhibit E
Page 2 of 6
Contracting Party shall carry automobile liability insurance of
$1,000,000 per accident against all claims for injuries against persons or
damages to property arising out of the use of any automobile by Contracting
Party, its officers, any person directly or indirectly employed by Contracting
Party, any subcontractor or agent, or anyone for whose acts any of them may
be liable, arising directly or indirectly out of or related to Contracting Party’s
performance under this Agreement. If Contracting Party or Contracting Party’s
employees will use personal autos in any way on this project, Contractin g
Party shall provide evidence of personal auto liability coverage for each such
person. The term “automobile” includes, but is not limited to, a land motor
vehicle, trailer or semi-trailer designed for travel on public roads. The
automobile insurance policy shall contain a severability of interest clause
providing that coverage shall be primary for losses arising out of Contracting
Party’s performance hereunder and neither City nor its insurers shall be
required to contribute to such loss.
Professional Liability or Errors and Omissions Insurance as
appropriate shall be written on a policy form coverage specifically designed to
protect against acts, errors or omissions of the Contracting Party and “Covered
Professional Services” as designated in the policy must specifically include
work performed under this agreement. The policy limit shall be no less than
$1,000,000 per claim and in the aggregate. The policy must “pay on behalf
of” the insured and must include a provision establishing the insurer’s duty to
defend. The policy retroactive date shall be on or before the effective date of
this agreement.
Contracting Party shall carry Workers’ Compensation Insurance in
accordance with State Worker’s Compensation laws with employer’s liability
limits no less than $1,000,000 per accident or disease.
If coverage is maintained on a claims-made basis, Contracting Party shall
maintain such coverage for an additional period of three (3) years following
termination of the contract.
Contracting Party shall provide written notice to City within ten
(10) working days if: (1) any of the required insurance policies is terminated;
(2) the limits of any of the required polices are reduced; or (3) the deductible
or self-insured retention is increased. In the event any of said policies of
insurance are cancelled, Contracting Party shall, prior to the cancellation date,
submit new evidence of insurance in conformance with this Exhibit to the
Contract Officer. The procuring of such insurance or the delivery of policies or
certificates evidencing the same shall not be construed as a limitation of
Contracting Party’s obligation to indemnify City, its officers, employees,
contractors, subcontractors, or agents.
Exhibit E
Page 3 of 6
E.2 Remedies. In addition to any other remedies City may have if
Contracting Party fails to provide or maintain any insurance policies or policy
endorsements to the extent and within the time herein required, City may, at
its sole option:
a. Obtain such insurance and deduct and retain the amount of the
premiums for such insurance from any sums due under this Agreement.
b. Order Contracting Party to stop work under this Agreement
and/or withhold any payment(s) which become due to Contracting Party
hereunder until Contracting Party demonstrates compliance with the
requirements hereof.
c. Terminate this Agreement.
Exercise any of the above remedies, however, is an alternative to
any other remedies City may have. The above remedies are not the exclusive
remedies for Contracting Party’s failure to maintain or secure appropriate
policies or endorsements. Nothing herein contained shall be construed as
limiting in any way the extent to which Contracting Party may be held
responsible for payments of damages to persons or property resulting from
Contracting Party’s or its subcontractors’ performance of work under this
Agreement.
E.3 General Conditions Pertaining to Provisions of Insurance Coverage
by Contracting Party. Contracting Party and City agree to the following with
respect to insurance provided by Contracting Party:
1. Contracting Party agrees to have its insurer endorse the third
party general liability coverage required herein to include as additional
insureds City, its officials, employees, and agents, using standard ISO
endorsement No. CG 2010 with an edition prior to 1992. Contracting Party
also agrees to require all contractors, and subcontractors to do likewise.
2. No liability insurance coverage provided to comply with this
Agreement shall prohibit Contracting Party, or Contracting Party’s employees,
or agents, from waiving the right of subrogation prior to a loss. Contracting
Party agrees to waive subrogation rights against City regardless of the
applicability of any insurance proceeds, and to require all contractors and
subcontractors to do likewise.
3. All insurance coverage and limits provided by Contracting Party
and available or applicable to this Agreement are intended to apply to the full
extent of the policies. Nothing contained in this Agreement or any other
Exhibit E
Page 4 of 6
agreement relating to City or its operations limits the application of such
insurance coverage.
4. None of the coverages required herein will be in compliance with
these requirements if they include any limiting endorsement of any kind that
has not been first submitted to City and approved of in writing.
5. No liability policy shall contain any provision or definition that
would serve to eliminate so-called “third party action over” claims, including
any exclusion for bodily injury to an employee of the insured or of any
contractor or subcontractor.
6. All coverage types and limits required are subject to approval,
modification and additional requirements by the City, as the need arises.
Contracting Party shall not make any reductions in scope of coverage (e.g.
elimination of contractual liability or reduction of discovery period) that may
affect City’s protection without City’s prior written consent.
7. Proof of compliance with these insurance requirements, consisting
of certificates of insurance evidencing all the coverages required and an
additional insured endorsement to Contracting Party’s general liability policy,
shall be delivered to City at or prior to the execution of this Agreement. In the
event such proof of any insurance is not delivered as required, or in the event
such insurance is canceled at any time and no replacement coverage is
provided, City has the right, but not the duty, to obtain any insurance it deems
necessary to protect its interests under this or any other agreement and to
pay the premium. Any premium so paid by City shall be charged to and
promptly paid by Contracting Party or deducted from sums due Contracting
Party, at City option.
8. It is acknowledged by the parties of this agreement that all
insurance coverage required to be provided by Contracting Party or any
subcontractor, is intended to apply first and on a primary, non-contributing
basis in relation to any other insurance or self-insurance available to City.
9. Contracting Party agrees to ensure that subcontractors, and any
other party involved with the project that is brought onto or involved in the
project by Contracting Party, provide the same minimum insurance coverage
required of Contracting Party. Contracting Party agrees to monitor and review
all such coverage and assumes all responsibility for ensuring that such
coverage is provided in conformity with the requirements of this section.
Contracting Party agrees that upon request, all agreements with
subcontractors and others engaged in the project will be submitted to City for
review.
Exhibit E
Page 5 of 6
10. Contracting Party agrees not to self-insure or to use any self-
insured retentions or deductibles on any portion of the insurance required
herein (with the exception of professional liability coverage, if required) and
further agrees that it will not allow any contractor, subcontractor, Architect,
Engineer or other entity or person in any way involved in the performance of
work on the project contemplated by this agreement to self-insure its
obligations to City. If Contracting Party’s existing coverage includes a
deductible or self-insured retention, the deductible or self-insured retention
must be declared to the City. At that time the City shall review options with
the Contracting Party, which may include reduction or elimination of the
deductible or self-insured retention, substitution of other coverage, or other
solutions.
11. The City reserves the right at any time during the term of this
Agreement to change the amounts and types of insurance required by giving
the Contracting Party ninety (90) days advance written notice of such change.
If such change results in substantial additional cost to the Contracting Party,
the City will negotiate additional compensation proportional to the increased
benefit to City.
12. For purposes of applying insurance coverage only, this Agreement
will be deemed to have been executed immediately upon any party hereto
taking any steps that can be deemed to be in furtherance of or towards
performance of this Agreement.
13. Contracting Party acknowledges and agrees that any actual or
alleged failure on the part of City to inform Contracting Party of non-
compliance with any insurance requirement in no way imposes any additional
obligations on City nor does it waive any rights hereunder in this or any other
regard.
14. Contracting Party will renew the required coverage annually as
long as City, or its employees or agents face an exposure from operations of
any type pursuant to this agreement. This obligation applies whether the
agreement is canceled or terminated for any reason. Termination of this
obligation is not effective until City executes a written statement to that effect.
15. Contracting Party shall provide proof that policies of insurance
required herein expiring during the term of this Agreement have been renewed
or replaced with other policies providing at least the same coverage. Proof
that such coverage has been ordered shall be submitted prior to expiration.
A coverage binder or letter from Contracting Party’s insurance agent to this
effect is acceptable. A certificate of insurance and an additional insured
endorsement is required in these specifications applicable to the renewing or
Exhibit E
Page 6 of 6
new coverage must be provided to City within five (5) days of the expiration
of coverages.
16. The provisions of any workers’ compensation or similar act will not
limit the obligations of Contracting Party under this agreement. Contracting
Party expressly agrees not to use any statutory immunity defenses under such
laws with respect to City, its employees, officials, and agents.
17. Requirements of specific coverage features, or limits contained in
this section are not intended as limitations on coverage, limits or other
requirements nor as a waiver of any coverage normally provided by any given
policy. Specific reference to a given coverage feature is for purposes of
clarification only as it pertains to a given issue and is not intended by any
party or insured to be limiting or all-inclusive.
18. These insurance requirements are intended to be separate and
distinct from any other provision in this Agreement and are intended by the
parties here to be interpreted as such.
19. The requirements in this Exhibit supersede all other sections and
provisions of this Agreement to the extent that any other section or provision
conflicts with or impairs the provisions of this Exhibit.
20. Contracting Party agrees to be responsible for ensuring that no
contract used by any party involved in any way with the project reserves the
right to charge City or Contracting Party for the cost of additional insurance
coverage required by this agreement. Any such provisions are to be deleted
with reference to City. It is not the intent of City to reimburse any third party
for the cost of complying with these requirements. There shall be no recourse
against City for payment of premiums or other amounts with respect thereto.
21. Contracting Party agrees to provide immediate notice to City of
any claim or loss against Contracting Party arising out of the work performed
under this agreement. City assumes no obligation or liability by such notice,
but has the right (but not the duty) to monitor the handling of any such claim
or claims if they are likely to involve City.
Page 7 of 47
Exhibit F
Indemnification
F.1 Indemnity for the Benefit of City.
a. Indemnification for Professional Liability. When the law establishes
a professional standard of care for Contracting Party’s Services, to the fullest extent
permitted by law, Contracting Party shall indemnify, protect, defend (with counsel
selected by City), and hold harmless City and any and all of its officials, employees,
and agents (“Indemnified Parties”) from and against any and all claims, losses,
liabilities of every kind, nature, and description, damages, injury (including,
without limitation, injury to or death of an employee of Contracting Party or of any
subcontractor), costs and expenses of any kind, whether actual, alleged or
threatened, including, without limitation, incidental and consequential damages,
court costs, attorneys’ fees, litigation expenses, and fees of expert consultants or
expert witnesses incurred in connection therewith and costs of investigation, to the
extent same are caused in whole or in part by any negligent or wrongful act, error
or omission of Contracting Party, its officers, agents, employees or subcontractors
(or any entity or individual that Contracting Party shall bear the legal liability
thereof) in the performance of professional services under this agreement. With
respect to the design of public improvements, the Contracting Party shall not be
liable for any injuries or property damage resulting from the reuse of the design at
a location other than that specified in Exhibit A without the written consent of the
Contracting Party.
b. Indemnification for Other Than Professional Liability. Other than in
the performance of professional services and to the full extent permitted by law,
Contracting Party shall indemnify, defend (with counsel selected by City), and hold
harmless the Indemnified Parties from and against any liability (including liability
for claims, suits, actions, arbitration proceedings, administrative proceedings,
regulatory proceedings, losses, expenses or costs of any kind, whether actual,
alleged or threatened, including, without limitation, incidental and consequential
damages, court costs, attorneys’ fees, litigation expenses, and fees of expert
consultants or expert witnesses) incurred in connection therewith and costs of
investigation, where the same arise out of, are a consequence of, or are in any
way attributable to, in whole or in part, the performance of this Agreement by
Contracting Party or by any individual or entity for which Contracting Party is legally
liable, including but not limited to officers, agents, employees, or subcontractors
of Contracting Party.
c. Indemnity Provisions for Contracts Related to Construction
(Limitation on Indemnity). Without affecting the rights of City under any provision
of this agreement, Contracting Party shall not be required to indemnify and hold
harmless City for liability attributable to the active negligence of City, provided
such active negligence is determined by agreement between the parties or by the
findings of a court of competent jurisdiction. In instances where City is shown to
have been actively negligent and where City’s active negligence accounts for only
Page 8 of 47
a percentage of the liability involved, the obligation of Contracting Party will be for
that entire portion or percentage of liability not attributable to the active negligence
of City.
d. Indemnification Provision for Design Professionals.
1. Applicability of this Section F.1(d). Notwithstanding
Section F.1(a) hereinabove, the following indemnification provision shall apply to
a Contracting Party who constitutes a “design professional” as the term is defined
in paragraph 3 below.
2. Scope of Indemnification. When the law establishes a
professional standard of care for Contracting Party’s Services, to the fullest extent
permitted by law, Contracting Party shall indemnify and hold harmless City and
any and all of its officials, employees, and agents (“Indemnified Parties”) from and
against any and all losses, liabilities of every kind, nature, and description,
damages, injury (including, without limitation, injury to or death of an employee
of Contracting Party or of any subcontractor), costs and expenses, including,
without limitation, incidental and consequential damages, court costs,
reimbursement of attorneys’ fees, litigation expenses, and fees of expert
consultants or expert witnesses incurred in connection therewith and costs of
investigation, to the extent same are caused by any negligent or wrongful act,
error or omission of Contracting Party, its officers, agents, employees or
subcontractors (or any entity or individual that Contracting Party shall bear the
legal liability thereof) in the performance of professional services under this
agreement. With respect to the design of public improvements, the Contracting
Party shall not be liable for any injuries or property damage resulting from the
reuse of the design at a location other than that specified in Exhibit A without the
written consent of the Contracting Party.
3. Design Professional Defined. As used in this Section F.1(d), the
term “design professional” shall be limited to licensed architects, registered
professional engineers, licensed professional land surveyors and landscape
architects, all as defined under current law, and as may be amended from time to
time by Civil Code § 2782.8.
F.2 Obligation to Secure Indemnification Provisions. Contracting Party
agrees to obtain executed indemnity agreements with provisions identical to those
set forth herein this Exhibit F, as applicable to the Contracting Party, from each
and every subcontractor or any other person or entity involved by, for, with or on
behalf of Contracting Party in the performance of this Agreement. In the event
Contracting Party fails to obtain such indemnity obligations from others as required
herein, Contracting Party agrees to be fully responsible according to the terms of
this Exhibit. Failure of City to monitor compliance with these requirements imposes
no additional obligations on City and will in no way act as a waiver of any rights
hereunder. This obligation to indemnify and defend City as set forth in this
Agreement are binding on the successors, assigns or heirs of Contracting Party and
shall survive the termination of this Agreement.
Page 9 of 47
ATTACHMENT 2
INSURANCE REQUIREMENTS ACKNOWLEDGEMENT
Must be executed by proposer and submitted with the proposal
I, ________________________________________ (name) hereby acknowledge and
confirm that __________________________________ (name of company) has reviewed
the City’s indemnification and minimum insurance requirements as listed in Exhibits E and
F of the City’s Agreement for Contract Services (Attachment 1); and declare that insurance
certificates and endorsements verifying compliance will be provided if an agreement is
awarded.
I am _________________________________ of ______________________________,
(Title) (Company)
Commercial General Liability (at least as broad as ISO CG 0001)
$1,000,000 (per occurrence); $2,000,000 (general aggregate)
Must include the following endorsements:
General Liability Additional Insured
General Liability Primary and Noncontributory
Commercial Auto Liability (at least as broad as ISO CA 0001)
$1,000,000 (per accident)
Personal Auto Declaration Page if applicable
Errors and Omissions Liability $1,000,000 (per claim and aggregate)
Worker’s Compensation (per statutory requirements)
Must include the following endorsements:
Worker’s Compensation Waiver of Subrogation
Worker’s Compensation Declaration of Sole Proprietor if applicable
Page 10 of 47
ATTACHMENT 3
NON-COLLUSION AFFIDAVIT FORM
Must be executed by proposer and submitted with the proposal
I, ________________________________________ (name) hereby declare as follows:
I am _________________________________ of ______________________________,
(Title) (Company)
the party making the foregoing proposal, that the proposal is not made in the interest of,
or on behalf of, any undisclosed person, partnership, company, association, organization,
or corporation; that the proposal is genuine and not collusive or sham; that the proposer
has not directly or indirectly induced or solicited any other proposer to put in a false or
sham proposal, and has not directly or indirectly colluded, conspired, connived, or agreed
with any proposer or anyone else to put in a sham proposal, or that anyone shall refrain
from proposing; that the proposer has not in any manner, directly or indirectly, sought by
agreement, communication, or conference with anyone to fix the proposal price of the
proposer or any other proposer, or to fix any overhead, profit, or cost element of the
proposal price, or of that of any other proposer, or to secure any advantage against the
public body awarding the agreement of anyone interested in the proposed agreement;
that all statements contained in the proposal are true; and, further, that the proposer has
not, directly or indirectly, submitted his or her proposal price or any breakdown there of,
or the contents thereof, or divulged information or data relative hereto, or paid, and will
not pay, any fee to any corporation, partnership, company, association, organization,
proposal depository, or to any member or agent thereof to effectuate a collusive or sham
proposal.
I declare under penalty of perjury under the laws of the State of California that the
foregoing is true and correct.
Proposer Signature: __________________________________________________
Proposer Name: __________________________________________________
Proposer Title: __________________________________________________
Company Name: __________________________________________________
Address: __________________________________________________
Page 11 of 47
ATTACHMENT 4
ACKNOWLEDGEMENT OF RECEIPT OF ADDENDA
Must be executed by proposer and submitted with the proposal;
If no addenda has been issued, mark “N/A” under Addendum No. indicating
Not Applicable and sign
ADDENDUM NO. SIGNATURE INDICATING RECEIPT
Page 12 of 47
ATTACHMENT 5
EVALUATION CRITERIA
Firm: ______________________________
Reviewer: ______________________________
Date: _______________
Refer to Scoring Breakdown on next sheet.
Category Max Pts Score
Understanding of work to be done 25
Staffing and Scope of Work 20
Pertinent Project Experience 15
Schedule 15
Format/Organization 10
Cost 10
Intangible Qualities (Overall ability to operate a
large-scale facility)
5
Total 100
Unique Qualities (Intangibles):
(Explanation)________________________________________________________
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
Comments: _________________________________________________________
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
TOTAL ______
Reviewer’s Signature ______________________________________
Contract Administrator's Initials _________ Date ________________
Page 13 of 47
Scoring Breakdown:
Understanding of work to be done - 25 points maximum
0-8: Scope of work is off topic or is missing more than 5 key elements.
9-17: Scope of work is understandable but missing a few key elements.
18-25: Scope of work well justified and most or all key elements are included.
Staffing and Scope of Work - 20 points maximum
0-8 points: Staffing is not clearly listed or does not match scope of work
proposed.
9-15 points: Staffing is included but experience is not relevant or similar.
16-20 points: Staffing is included, matches the scope of work, and experience
is relevant.
Pertinent Project Experience - 15 points maximum
0-4 points: Firm does not include previous experience or has very minimal
experience.
5-10 points: Firm lists previous experience, but experience is not relevant or
similar.
11-15 points: Firm lists relevant previous experience with similar work.
Schedule - 15 Points Maximum
0-4 points: Schedule is missing key components and is unreasonable
5-10 points: Schedule is reasonable but missing key components
11-15 points: Schedule is reasonable and has all key components
Format/Organization - 10 points maximum
0-4: Scope of work is not or barely organized into tasks and subtasks, does not
flow clearly.
5-7: Scope of work is organized into tasks and subtasks, but not in a clear
logical order.
8-10: Scope of work is well organized into logical tasks and subtasks to complete
a project.
Cost - 10 points maximum
0-4 points: Firm rates significantly vary from standard rates for similar services,
and/or there are significant errors in calculations.
5-7 points: Firm rates vary from standard rates for similar services and/or there
are minor errors in calculations.
8-10 points: Firm rates are within standard rates for similar services.
Intangible Qualities - 5 points maximum
Intangible qualities are those traits or abilities that are not included in the
above categories.