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RFP Civic Center 2016-06 & SilverRock Park Venue 2016-08 Lake & Irrigation Conversiont(v Qab(r(v - CALIFORNIA -� REQUEST FOR PROPOSALS DESIGN AND CONSTRUCTION MANAGEMENT SERVICES FOR THE LAKE AND IRRIGATION CONVERSION AT THE CIVIC CENTER AND SILVERROCK PARK VENUE CITY PROJECT NO. 2016-06 AND 2016-08 DUE BY: MAY 10, 2023 BY 5 P.M. REQUEST FOR PROPOSALS The City of La Quinta (City) seeks proposals from qualified firms to provide Design and Construction Management services for the Lake and Irrigation Conversion at the Civic Center and SilverRock Park Venue, City Project No. 2016-06 and 2016-08. Project/Services Title: Lake and Irrigation Conversion at the Civic Center and SilverRock Park Venue Issue Date: April 10, 2023 DUE DATE: May 10, 2023 Requesting Department: Public Works Department GENERAL TERMS AND CONDITIONS 1. SUBMISSION REQUIREMENTS Proposals must be submitted via email, hand delivery, or mail. All proposals must bear original or electronic signatures. Submit (1) paper original in a sealed envelope and email an electronic original, as a single document in a .PDF format, to the following contact: City of La Quinta Attn: Julie Mignogna, Management Analyst 78495 Calle Tampico La Quinta, California 92253 Tel: (760) 777 — 7041 Email: jmignogna LaQuintaCA.gov Email Subject: RFP — Lake and Irrigation Conversion at the Civic Center and SilverRock Park Venue 2. SUBMISSION RESTRICTIONS All proposals must be submitted in writing; 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. 3. PRE -PROPOSAL CONFERENCE, QUESTIONS OR REQUESTS FOR CLARIFICATIONS Pre -Proposal Conference via Zoom will be conducted on Wednesday, April 26, 2023, at 9:OOAM. Any requests for clarification or other questions concerning this RFP must be submitted in writing by April 28, 2023; and sent via email to Julie Mignogna, Management Analyst, jmignogna(c�LaQuintaCA.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 Page 1 of 20 proposal at his/her own risk, and if he/she is awarded an 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 Julie Mignogna, Management Analyst, jmignogna 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. 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 Professional Service Agreement 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. 11. PRICING ADJUSTMENTS Page 2 of 20 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 will be reviewed by the City's Consultant Selection Committee. Consultants will be selected for possible contract negotiations based upon the materials submitted within the Work Proposal. A copy of the Proposal Evaluation Form is provided in Attachment 6. The Committee may choose to interview two or more closely -rated firms but will not expect or schedule time for elaborate presentations. The City will open contract negotiations with the top ranked firm. The successful consultant will be expected to enter into the City of La Quinta Professional Service Agreement. Should negotiations with the top-ranked firm dissolve, the City of La Quinta will open the Cost Proposals and begin contract negotiations with the second ranked firm, and so forth until an agreement is reached. The successful consultant will be expected to enter into the attached Professional Service Agreement (Attachment 1). Any exceptions taken by the Consultant on the standard contract attached must be submitted in writing as part of its proposal to be considered. 13. RFP TIMELINE RFP Issue Date: April 10, 2023 Pre -Proposal Conference (via Zoom): Aril 26, 2023 at 9:OOAM Deadline for Proposers' Questions: April 28, 2023 Proposals Submittal Deadline: May 10, 2023 Complete Evaluations of Proposals: May 11 — 19, 2023 Conduct Interview (If Necessary): May 23 - 24, 2023 Agreement Negotiations and Signing, Proof of Insurance Coverage, Forms 700: May 25 — 26, 2023 City Council Consideration and Approval: June 6, 2023 Agreement Effective Date and Project Start Date June 12, 2023 Page 3 of 20 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, 2023, 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 Professional Services Agreement. 17 NON -COLLUSION AFFIDAVIT Page 4 of 20 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 NON -COLLUSION AFFIDAVIT Page 4 of 20 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 consultant of its choosing to assist with the evaluation of proposal responses or to provide the City with a second opinion ■ 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. Page 5 of 20 REQUESTED SERVICES The City of La Quinta (City) seeks proposals from qualified professional firms to provide Design and Construction Management services for the Lake and Irrigation Conversion at the Civic Center and SilverRock Park Venue, City Project No. 2016-06 and 2016-08. INTRODUCTION This project encompasses two different project areas at different design stages. The first is located at the Civic Center Campus located at Calle Tampico and Washington Street. The City has contracted with a Design Firm to convert the lakes water from potable water to irrigation water provided through Coachella Valley Water District maintained lines (Bureau of Reclamation (BOR) Lines). CVWD has completed work to provide a point of connection and meter at the existing pumps. The City seeks services from a qualified consultant to review the existing proposed plans, provide bid support, construction inspection support, and construction management to complete the project. The contract with the original designer is now complete and any changes to the plans will need to be made by the selected firm. Plans are included in Attachment 5. The second is located at the recently completed SilverRock Park Venue, located on the corner of Avenue 52 and SilverRock (Talus) Way. The project included furnishing and installing a pump and lines to the adjacent lake to supply water for irrigation. The project also included installing a line within 10 feet of newly constructed BOR lines. The Cite seeks services to design a vault and meter to connect the system to the BOR lines, coordinate with CVWD for connection, review the existing pump system, design any additional components to create a fully functioning system, and design any required modifications needed to isolate the lake from the adjacent lake system. The adjacent lake system is currently all interconnected and receive well water through one lake. This scope of work would also include bid support, construction inspection support, and construction management support. Plans are included in Attachment 5. II. SCOPE OF SERVICES Services and products to be rendered in performing all work associated with project development may include, but may not be limited to: Design o Review existing CAD and Plans provided by City and prepare base maps. o Review existing system and components o Coordinate design with the Coachella Valley Water District. o Prepare project plans, specifications and engineer's estimates of probable construction costs for the proposed improvements: ■ Improvement plans shall be prepared at 1"=20' scale. Details shall be at a scale appropriate for the required work. ■ Project Specifications and Bid Documents will likely include a detailed project description, preparation of bid schedule, bid item descriptions, payment methods, special provisions, technical specifications, geotechnical report, and any specification detail sheets specific to the project. o Consultant coordination will include an appropriate number of meetings with City staff, adjacent property owners and CVWD. The consultant may be required to attend a City Council meeting. The design consultant will be expected to attend the pre-bid meeting and will respond to contractor request for clarification or information during the bid process. o Consultant will assist the City during the bid and construction phases by responding to Requests for Information (RFI) and provide clarification on its plans as necessary. Page 6 of 20 Construction Management o Obtain a field office or use rotating space at La Quinta City Hall for the duration of construction. o Perform a "third" party constructability review of the project plans and specifications prior to the preconstruction conference and identify potential problems that may need attention before construction starts. o Schedule and attend a field walk with inspector(s), design engineer, and City representatives. o Schedule and chair a kick off meeting with the City to discuss the proposed work plan and special concerns to be presented at the preconstruction meeting and be present at the Pre -Construction meeting. o Provide a preconstruction agenda using City format and provide to the City for concurrence, schedule a preconstruction meeting and notify attendees. It is envisioned that the preconstruction meeting will include all interested parties, including utilities, sub -contractors, etc. o Coordinate the activities of on-site inspectors and administrators such that appropriate coverage of all contractor activities is provided. o Prepare reports and documents, as necessary, for City review and action. o Maintain on a current basis: a record copy of all contracts, drawings, specifications, addenda, change orders, and other modifications, in good order and marked to record all changes made during construction; shop drawings, product data; samples; submittal; purchases; materials; equipment; applicable handbooks; maintenance and operating manuals and instructions; other related documents and revisions which are relevant to the contract work. o Provide weekly status reports to the City as required. o Prepare and send a Weekly Statement of Working Days, noting the controlling operations, to the contractor. o Prepare daily/weekly Resident Engineer reports listing the type of work done, controlling operation, weather conditions, important discussions/agreements with the Contractor, and any other important facts pertaining to the project that are not specifically covered elsewhere in the contract records. o Coordinate, monitor and document utility connections as necessary. o Administer the construction contract in conformance with the requirements set forth in the project plans and specifications including applicable requirements from Standard Specifications for Public Works Construction and the City of La Quinta. o Receive, log, and respond to contractor Request for Information (RFI). o Conduct weekly construction progress meetings with the Contractor, Sub -contractors, City Staff, Design Engineer, Sub -consultants, affected outside agencies, etc. to discuss matters such as procedures, progress, problems, and scheduling. Prepare and distribute meeting minutes. o Review and approve Subcontracting Request forms. o Coordinate and monitor all inspection activities. o Submit Requests for Information as required on any items that should be coordinated with the design engineer(s). o Receive, process, review, and accept all shop drawings, project data, samples, and other submittals including coordination with the design engineer for review as needed. Establish and implement procedures for expediting the processing and approval of submittal. o Review and approve laboratory, shop, and mill test reports of materials and equipment. o Coordinate with the City Engineer and other City Departments. o Document all potential claims and maintain for account records. Provide all necessary documentation and support to the City in settling claims. Page 7 of 20 o Verify that the contractor's dust control and traffic control implementation is consistent with the approved Plans. Take contractually -stipulated action in the event of deviations from the approved Plan. o Coordinate construction surveying as needed. o Coordinate required materials testing. o Review and analyze the Contractor's schedule (weekly), including activity sequences and duration, schedule of submittal and schedule of delivery for products with long lead times. Review the Contractor's weekly scheduled for compliance with project specifications. Note any contractual non -compliances and request remedial action plan from Contractor. Include contractor schedule as an agenda item at each weekly meeting. o Recommend necessary or desirable changes in the Construction Contractor's scope of work to the City. Review and evaluate the contractor's request for changes. Negotiate with the Contractor and submit recommendations to the City supported by field data related to any additional work. If change orders are accepted by the City, prepare change orders for signature and authorization by the city. Maintain a log of change requests. o Create and maintain "As -Built" project schedule with Microsoft Project or equivalent program. o Review pay requests and provide recommendation for contractor payments. o Coordinate any training sessions required for City Staff. o Construction Closeout ■ Administer and coordinate final inspections. ■ Coordinate the correction and the completion of the work. ■ Assist the City in determining when the project, or a designated portion thereof, is substantially complete. ■ Prepare for the City, a summary of the status of the work of the Contractor, listing changes in the previously issued certificates of substantial completion of the work, and recommending the times within which the Contractor shall complete uncompleted items on the certificate of substantial completion of the work. ■ Calculate the amount of final payment due to the prime Contractor and prepare the proposed final estimate. ■ Obtain evidence of certification of all lien releases after the City files their notice of completion. ■ Secure from the contractor and transmit to the City, required guarantees. ■ Coordinate any startup requirements. ■ Deliver all equipment manuals, special equipment, spare parts, catalogs, and other materials required by specifications. ■ Collect all "As -Built" data from all contractors and consultants. ■ Make recommendation for the release of retention. o Provide construction management documents and records to the City within 60 days of the filing of the notice of completion. Inspection o Review contract documents, plans, and permits. o Attend field walks and kick off meetings. o Attend the pre -construction meeting. o Monitor and enforce construction noticing requirements, including but not limited to, PM -10 requirements. o Maintain field diary (bound workbook) during construction, including a cumulative record of quantities constructed, daily and weekly reports, working day reports, change Page 8 of 20 order documentation, photographs and other documentation. Maintain a separate field diary for change order work. o Monitor the Contractor's fugitive dust control plan and ensure that the Contractor uses approved haul routes and that they are kept clean. o Verify compliance with the construction contract by monitoring, evaluating, approving or rejecting the Contractor's work in accordance with the approved construction contract documents. o Determine that the Contractor's work is being performed in accordance with the requirements of the contract documents. Endeavor to guard the City against defect and deficiencies in the work. o As appropriate, require special inspection or testing, or make recommendations to the City regarding special inspection or testing of work not in accordance with the provisions of the contract documents, whether or not such work is fabricated, installed, or completed. o Provide and maintain a digital photographic history of the progress of the project. Photos will also be taken of the following: ■ Showing existing conditions prior to construction. ■ Disputed work items. ■ Work that has to be duplicated, replaced, or removed. ■ Completed work. ■ Extra work. o Record the progress of the project. Maintain a daily log containing a record of weather, the Contractor and Sub -contractors' work on-site, the Contractor and Sub -contractors' equipment on site, number of workers, work accomplished, problems encountered, and other relevant data. Provide copies of daily logs to the City as requested. Include information on the Contractor and the entire project, showing percentages of completion. o During the course of construction, maintain one set of plans, with markings and dimensions in red ink, to denote field changes or other corrections. o Inspect for ADA compliance. o Maintain copies of all permits needed to construct the project and enforce special requirements of each. Quality Control o The Consultant shall have a Quality Control Plan in effect to assist quality assurance during the entire time work is in effect. o The Consultant has responsibility for the accuracy and completeness of the calculations, related documents, and all other work furnished and shall meet that responsibility through the implementation of a Quality Control Plan. The Consultant's Quality Control Plan shall remain in effect throughout the entire Contract and, at a minimum, shall ensure that all work is completed in accordance with good engineering practice and that it meets the standards set forth herein. Specifically: ■ The Quality Control Plan shall establish a process whereby all work is independently checked, corrected and back -checked, in accordance with accepted practice, by a person qualified and appropriately registered in the State of California. All original drawings and calculations shall be maintained for the duration of the Contract. ■ Coordination and checks shall be performed to ensure that conflicts and misalignment do not occur between different design documents (i.e. plans coordinated with specifications). o Evidence the Quality Control Plan is functioning may be periodically confirmed by the City. Page 9 of 20 F PROJECT DEVELOPMENT PROCESS Pre -Design Meeting The pre -design meeting is an initial meeting between the consultant and City staff to clarify project design objectives. Agency Approval A. Consultant will submit PS&E and/or other necessary documents to City to obtain approval. At a minimum, the consultant should anticipate the following plan check submittals: (1) 1st Review— 35% Concept Review (topo, utilities, POC) (2) 2nd Review - 85-90% Check Plans & Specs (3) 3rd Review- 100% Check Plans, Specs, & Engineer's Estimate (4) 4th Review - Preliminary Final (screen check) B. Staff approved PS&E will be submitted to the City Council for final approval. C. All approved plans will be provided to the City electronically in AutoCAD 2018 or higher format, as well as 24x36 PDF. Specification documents, including technical specifications, will be provided digital in Microsoft Word for Windows format. The Engineer's estimate will be provided in Excel for Windows format. 3. Bidding Phase M IV The consultant will be expected to provide technical support during the bidding and award process. Construction Phase The consultant will be expected to provide technical support during the construction phase as discussed in the Scope of Services Section. This work objective will also include the review and response to Requests for Information (RFI) and/or contractor questions. PROPOSALFORMAT 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. Present the proposals in a format and order that corresponds to the numbering and letterinq contained herein, with minimal reference to supportinq 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. Firms Background, Qualifications, and Experience, including the following: (a) Number of years in business (b) Taxpayer identification number Page 10 of 20 (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) Statement of Qualifications — A listing of proposed personnel, including personal experiences and individual resumes for prime and sub -consultants. Consultant's and sub -consultant experience with similar work, including names and current phone numbers of reference for listed projects. (h) Project Understanding and Approach — A description of the firm's project understanding and how the consultant team will approach the project. (i) 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 Professional Services Agreement. (j) Project Schedule — A comprehensive Gantt Chart schedule is to be submitted describing the nature and scheduling of proposed tasks and reflecting May 20, 2023 as the start date. 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. Complete Pricing List (or Fee Schedule) Proposal shall include a detailed fee schedule for the services requested by this RFP. Man-hours and extended billing rates per classification of personnel will be indicated for each task and/or sub -task defined. 4. List of Complementary Services Offered by Proposer along with Corresponding Prices 5. Staffing and Project Organization 6. 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. 7. Disclosures 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. 8. 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 Professional Service Agreement included as Attachment 1. 9. Non -Collusion Affidavit (Attachment 3) Proposals must include an executed Non -Collusion Affidavit, executed by an official authorized to bind the firm. 10. Acknowledgement of Addenda (Attachment 4) If any addendum/addenda are issued, the proposer shall initial the Acknowledgement of Addenda. Page 11 of 20 Page 12 of 20 taa��a CALIFORNIA - ATTACHMENTS Professional Services Agreement 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. Project Plans (Link) 6. Proposal Evaluation Form Page 13 of 20 taa��a CALIFORNIA - Agreement for Contract Services Page 14 of 20 taa��a CALIFORNIA - 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 l�to agree as follows: 1. SERVICES OF CONTRACTING PARTY. 1.1 Scope of Services. In compliance with all Agreement, Contracting Party shall provide Design a services for the Lake and Irrigation Conversion at the Venue, City Project No. 2016-06 and 2016-08, as i attached hereto as "Exhibit A" and incorporated h y Contracting Party represents and warrants tha tracti class work and/or services and Contracting P e Services contemplated herein and, in light of such Party covenants that it shall follow industry standards i hereunder, and that all materials, i will be of go intended. For purposes of this Ag re hrase "i those standards of practice recognize one rs services under similar circumstances. 1.2 Comr in accordance with the City and any F� 1.3 V Federal, State, te�and 'ons of this Construction agement enter and Silv Park ed in the "Scope of es" this re rence (the "Se s"). ng is a provider of first - x ced in performing the d experience, Contracting rming the Services required ality, fit for the purpose n standards" shall mean t-cla ms performing similar 19 rendered hereunder shall be provided statutes, rules, regulations, and laws of nental agency of competent jurisdiction. ng Party shall comply with applicable cense mits Fees and Assessments. Except as otherwise specified her Part obtain at its sole cost and expense such licenses, permits, a provals be r d by law for the performance of the Services required by Agreement, in g a La Quinta business license. Contracting Party and its loyees, agents, subcontractors shall, at their sole cost and expense, keep in at all times dura the term of this Agreement any licenses, permits, and approvals tha egally requi for the performance of the Services required by this Agreement. Cont Party have the sole obligation to pay for any fees, assessments, and taxes, p p ' e penalties and interest, which may be imposed by law and arise from or ar sary for the performance of the Services required by this Agreement, and shall in nify, 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 Agreement. Should Contracting Party discover any latent or unknown conditions rially differing from those inherent in the Services or as represented by City, C ting Party shall immediately inform City of such fact and shall not proceed exce tracting Party's risk until written instructions are received from the Contr ffi r assigned designee (as defined in Section 4.2 hereof). _ 1.6 Standard of Care. Contracting Party ac edges and unde?9W that the Services contracted for under this Agreement r specialized skills an ies and that, consistent with this understanding, Co ng Party' ork will be hel an industry standard of quality and workmanship. stent wi ction 1.5 hereinabove, Contracting Party represents to City that it holds th ss ills and abilities to satisfy the industry standard of quality as set forth in this nt. Contracting Party shall adopt reasonable methods duringt e life of this A ent to furnish continuous protection to the Services performed acting Party, a equipment, materials, papers, and other components the t losses mages, and shall be responsible for all such damages, to p ns or ntil a ptance of the Services by City, except such losses or damag s m y City's own negligence. The performance of Services by Contract hall no ieve Contracting Party from any obligation to corre mplete, rate, or defective work at no further cost to City, when such i raci due to negligence of Contracting Party. 1ZalA Servs In accord with the terms and conditions of this Agreement, Co ing Pa ices in addition to those specified in the Scope of Service d' ' e y when directed to do so by the Contract Officer, or assigne ee, provided that Contracting Party shall not be required to perfo itiona ices without compensation. Contracting Party shall not pe any al S s until receiving prior written authorization (in the form of ten change if Co ing Party is a contractor performing the Services) from Contract Office assig ed designee, incorporating therein any adjustment in e Contract Su nd/or (ii) the time to perform this Agreement, which said a ents are sub to the written approval of Contracting Party. It is expressly and d by Con ing Party that the provisions of this Section shall not apply to the Servic cifi set forth in the Scope of Services or reasonably contemplated therein. scally understood and agreed that oral requests and/or approvals of Additional es 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. -2- 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 expre made a part hereof. In the event of a conflict between the provisions of the Special irements and any other provisions of this Agreement, the provisions of the Speci uirements shall govern. 2 COMPENSATION. 2.1 Contracting Party shall be compensated in accorda Compensation") in a total amount not to exa ($ ), encompassing the except as provided in Section 1.7. of Compensation may include a accordance with the percentage materials based upon Contracting Sum, or such other reasonable Compensation. Th( all project meetings The method oflWei lump sum pay )f completion of t1 he t� a schedule, m av be Contract Sum s11 reasonably deem be entitled to any additional compensa may include reimburse transportation expen specified in the Sc set forth in the S I not exceed the a 2.2 Metho to rec en (10 i e for Servi h staff member staff member. cting Party s acc ce with the Office ,V pay Con this Agre Finance "Exhibit B" (the ment, 6e of awnars Fse the "Contract Sum"), t forth in the Schedule completion, payment in payment for time and t exceeding the Contract kd in the Schedule of endanc�f Contracting Party at Fary 0ntracting Party shall not expenditures ng meetings. Compensation for reproduction costs, d similar costs and expenses when and if gardless of the method of compensation cting Party's overall compensation shall d in Section 1.7 of this Agreement. & Pa ment.Any month in which Contracting Party wishes t, acting Party shall submit to City no later than the tenth )f su nth, in the form approved by City's Finance Director, an nder r to the date of the invoice. Such invoice shall specify hasp ed Services and the number of hours assigned to each h invoice shall contain a certification by a principal member of p ying that the payment requested is for Services performed in s of this Agreement. Upon approval in writing by the Contract esignee, and subject to retention pursuant to Section 8.3, City will y for all items stated thereon which are approved by City pursuant to later than thirty (30) days after invoices are received by the City's t. 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 -3- 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 Servi unless prior written approval for the Additional Services is obtained from the C ct Officer, or assigned designee, pursuant to Section 1.7 of this Agreement. 3 PERFORMANCE SCHEDULE. 3.1 Time of Essence. Time is of the essen Agreement. If the Services not completed in ac Performance, as set forth in Section 3.2 and "Exhibi suffer damage. 3.2 Schedule of Performance. AllN Agreement shall be performed diligently and within C" (the "Schedule of Performance"). Extensions Schedule of Performance may be*%�L writin assigned designee. Rn the perror nce with therl is understood that t of this iL of ill R(ered pursuant to this ,iod established in "Exhibit e period specified in the ,the Contract Officer, or 3.3 Force Majeure. The time iod sp Schedule of Performance for performance of the Services render e rs tot eement shall be extended because of any delays foresee ses beyond the control and without the fault or negligence of arty, in ing, but not restricted to, acts of God or of the public enemy, earth kes, floo epidemic, quarantine restrictions, riots, strikes, freight rgoes, a of any g mental agency other than City, and unusually sev eather, y shall within ten (10) days of the commencement h tract Officer, or assigned designee, in writing of the caus delay. The Contract Officer, or assigned designee, shall asce Secy 9 b I Co cts a extent of delay, and extend the time for performing the od elay is jus U- rced delay when and if in the Contract Officer's judgment e final and lusive n the parties to this Agreement. Extensions to time in the Sched f Performance which are determined by the Contract Officer, or ed designee g Party to itional compensation in excess of the Contract Sum. 3. T Unless earlier terminated in accordance with the provisions in Article 8.0 Agreement, the term of this agreement shall commence on June 12, 20231 and ter inate on XXX ("Initial Term"). This Agreement may be extended for two (2) additional one (1) year term upon mutual agreement by both parties ("Extended Term"), and executed in writing. and ntract Officer's determination, or assigned designee, be justified pursuant to this Section shall not entitle the .me 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: AL (a) Name Tel No. E-mail: (b) Name Tel Nn_ It is expressly understood that the reputation of the foregoing Principals were a su this Agreement. Therefore, the foregoing Princ of this Agreement for directing all activities of time to personally supervise the Services here the foregoing Principals may not be ch ed by may be assigned to perform the Se approval of City. 4.2 Contract Officer Facilities Management by the City Manager olllq that the Contract performance of t be made by specified herein, Contract Officer, documents o knowledge, capabili nd ace t for City to ente into onsible during the term y and devoting sufficient urposes of this Agreement, rty and no other personnel ILbout the express written ac c II be Alfred Berumen, esignee ay be designated in writing ntracting Party's responsibility to assure e, is kept informed of the progress of the arty shall refer any decisions, that must signed designee. Unless otherwise ereunder shall mean the approval of the e Contract Officer, or assigned designee, n behalf of City required hereunder to carry 4.3 Pro n A Subcontractingor Assignment. The experience, owledge, capabi and r utation of Contracting Party, its principals, and its yees were a s antial inducement for City to enter into this Agreement. Except as Orth in this ement, Contracting Party shall not contract or subcontract with any ntity to rm in whole or in part the Services required hereunder without the expres en vaI of City. In addition, neither this Agreement nor any interest herein m ransferred, assigned, conveyed, hypothecated, or encumbered, voluntarily o 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 -5- 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 forth herein. City shall have no voice in the selection, discharge, supervision, or co f Contracting Party's employees, servants, representatives, or agents, or in fixing umber or hours of service. Contracting Party shall perform all Services required h an independent contractor of City and shall remain at all times as to City a who a nt contractor with only such obligations as are consistent with that role. C actinghall not at any time or in any manner represent that it or any of its s or employe agents or employees of City. City shall not in any way or for a rpose become or emed to be a partner of Contracting Party in its business herwise or a joint ven r a member of any joint enterprise with Contracting Contra Party shall ha no power to incur any debt, obligation, or liability o alf of C' ontracting Party shall not at any time or in any manner represent that it gents or employees are agents or employees of City. Except for the Contra aid to Contracting Party as provided in this Agreement, City shall not pay salaries, or other compensation to Contracting Party for performing the hereunder City shall not be liable for compensation or indemnification t arty for i r sickness arising out of performing the Services hereunder. twit ny o City, state, or federal policy, rule, regulation, law, or ordinanc the c cting Party and any of its employees, agents, and subcontractors 'd' rvices der this Agreement shall not qualify for or become e ' y comp n, benefit, or any incident of employment by City, including bu imi eligibilit enroll in the California Public Employees Retirement Syste RS") a employ City and entitlement to any contribution to be paid by or employ ontribution d/or employee contributions for PERS benefits. Con Contracting Party any and all taxes, aE of th ' t c sh y com racting Party harmless from ensation laws. d ontracting P Part resultof or inde atio Pa II required taxes on amounts paid to g eemeTrenow to indemnify and hold City harmless from ents, penalties, and interest asserted against City by reason I relationship created by this Agreement. Contracting Party the ers' compensation laws regarding Contracting Party and �ploye ontracting Party further agrees to indemnify and hold failure f Contracting Party to comply with applicable workers' shall have the right to offset against the amount of any payment under this Agreement any amount due to City from Contracting tracting Party's failure to promptly pay to City any reimbursement ng under this Section. 4.5 IlWitity 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 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 and throughout the duration of the term of this Agreement, Contract' and maintain, at its sole cost and expense, and submit concur this Agreement, policies of insurance as set forth in " i Requirements") which is incorporated herein by this ref and and hereof. � 5.2 Proof of Insurance. Contracting PaUna to Agency along with all required endors endorsements must be approved by Agency's Ri performance. 6. INDEMNIFICATION. ireement and y shall procure execution of t E" "Insurance express e a part :ertificate of Ins ce � of Insurance and to commencement of 6.1 Indemnification. To the es rmitted w, Contracting Party shall indemnify, protect, defend (with sel se ty), and hold harmless City and any and all of its officers, employee ge nd ers as set forth in "Exhibit F" ("Indemnification") wh' corporat by this reference and expressly made a part hereof. 7. RECORD 7.1 R Co Tf periodically prepare and submit to the Contract Officer, design ch reports concerning Contracting Party's perform f the es required by this Agreement as the Contract Officer, or assi e, s quire. Contracting Party hereby acknowledges that City is gr concer out ost of the Services to be performed pursuant to this ement. For t ason, racting Party agrees that if Contracting Party becomes are of any facts, umsta ces, techniques, or events that may or will materially se or decrease cost of the Services contemplated herein or, if Contracting Party is ing design ices, the cost of the project being designed, Contracting Party shall ptly n the Contract Officer, or assigned designee, of said fact, circums t ue, or event and the estimated increased or decreased cost related thereto an racting Party is providing design services, the estimated increased or decreased c 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 -7- 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 Records. Such Books and Records shall be maintained for a period of thrs following completion of the Services hereunder, and City shall have accesBooks and Records in the event any audit is required. In the event o.4rd Contracting Party's business, custody of the Books and Records may band access shall be provided by Contracting Party's successor in it. California Government Code Section 8546.7, if the amoun/aymqesn(It' unds expen der this Agreement exceeds Ten Thousand Dollars ($10,0greement shal bject to the examination and audit of the State Auditor,st of City or as pa ny audit of City, for a period of three (3) years after f' yl&r this Agreeme 7.3 Ownership of Documents. All dra s cations, maps, designs, photographs, studies, surveys, data, notes, compute ports, records, documents, and other materials plans, drawings estimates, tes survey results, models, renderings, and other documents or authorship i any tangible medium of expression, including but not limite rawings, I renderings, or data stored digitally, magnetically, or in any er m ared aused to be prepared by Contracting Party, its employees, s ntra is in the performance of this Agreement (the "Documents and Ma I ' all bet roperty of City and shall be delivered to City upon the Co fficer, or assigned designee, or upon the expiration or ter n o Agreem and Contracting Party shall have no claim for further employ or addit I compe on as a result of the exercise by City of its full rights of ership us use, or as ment of the Documents and Materials hereunder. An reuse ch completed Documents and Materials for other proiect / e o eted documents without specific written autho Conti: s res aterials concepts LDocuments < ecure such ILerefrom. g Party will be at City's sole risk and without liability to acting Party's guarantee and warranties shall not extend to . Contracting Party may retain copies of such Documents I us ntracting Party shall have an unrestricted right to use therein. All subcontractors shall provide for assignment to City Vlaterials prepared by them, and in the event Contracting Party gnment, Contracting Party shall indemnify City for all damages 7.F event City or any person, firm, or corporation authorized by City reuses sai uments 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 Agreem Contracting Party represents and warrants that Contracting Party has the legal r' o license any and all of the Documents and Materials. Contracting Party makes n representation and warranty in regard to the Documents and Materials which w ared by design professionals other than Contracting Party or provided to Con g by City. City shall not be limited in any way in its use of the Documents Mated any time, provided that any such use not within the purposes inte by this Agree shall be at City's sole risk. 7.6 Release of Documents. The D released publicly without the prior written appr designee, or as required by law. Contracting Pa or person any information regarding the activities of authorized by City. fiaterials shall nW be Officer, or assigned close to any other entity as required by law or as 7.7 Confidential or Perso Inform Contracting Party covenants that all City data, datalists, a se ment h personal identifying information, documents that are not pu ecord ents, discussion notes, or other information, if any, developed or ei y Con ting Party or provided for performance of this A re dee fidential and shall not be disclosed by Contracting Party to er r entity out prior written authorization by City or unless required b City s grant a ization for disclosure if required by any lawful administr or legal p eding, cou der, or similar directive with the force of law. All City data ' e documents with personal identifying information, docu t no rds, draft documents, discussions, or other information shall be to City upon the termination or expiration of this Agreement. Contr s co under this section shall survive the termination or expiration of gree 8.1 Californ Law. This Agreement shall be interpreted, construed, and go both as to ity and to performance of the parties in accordance with the laws of the of C ia. Legal actions concerning any dispute, claim, or matter arising out of or this Agreement shall be instituted in the Superior Court of the County of Riversi e of California, or any other appropriate court in such county, and Contracting rty 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 WE 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 conditio recedent to termination of this Agreement for cause and to any legal action, an compliance shall not be a waiver of any party's right to take legal action in the that the dispute is not cured, provided that nothing herein shall limit City's terminate this Agreement without cause pursuant to this Article 8.0. action e of time that Contracting Party is in default, City shall hold all invoices an all, wh default is cured, proceed with payment on the invoices. In the ative, City m its sole discretion, elect to pay some or all of the outstanding in s during any perio fault. 8.3 Retention of Funds. City mayAby d from monies payaM to Contracting Party sufficient funds to compensaor an es, costs, liabilities, or damages it reasonably believes were suffered u e default of Contracting Party in the performance of the Services requirern 8.4 Waiver. No delay oro non -defaulting party on any default s a waiver. City's consent or approva consent or approval shall not be deem to or approval of any subseuent act of any default must be in d shall the same or any oth I this n the exerc?gWany right or remedy of a JhfiLh right o dy or be construed as VanyntractlWParty requiring City's necessary City's consent arty. ny waiver by either party of ver of any other default concerning 8.5Ri and RemMs are Cu ive. Except with respect to rights and remedies expr declare e i1rhis Agreement, the rights and remedies of the parties are ati y either party of one or more of such rights or remedies shall n de the exercise by it, at the same or different times, of any other ' edie he same default or any other default by the other party. 8.6 Le tion. dition to any other rights or remedies, either party may e legal action, a or at ity, to cure, correct, or remedy any default, to recover ages for any de t, to compel specific performance of this Agreement, to obtain tory or injuncti relief, or to obtain any other remedy consistent with the purposes of t reement. 8. ation Prior To Expiration of Term. This Section shall govern any termination Agreement, except as specifically provided in the following Section for termination fo 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 -10- 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, shall vacate any City -owned property which Contracting Party is p hereunder and City may, after compliance with the provisions of S the Services and prosecute the same to completion by cont Contracting Party shall be liable to the extent that the total o Services required hereunder exceeds the compensation her tipula City shall use reasonable efforts to mitigate such dama and City racting Party Fd to occupy 1 8.2, take over otherwise, and Lion of the vided that ma payments to Contracting Party for the purpose of setoff rtial payment of owed City. old any Founts 8.9 Attorneys' Fees. If either party t greemCthnduct required to initiate or defend or made a party to any action or proce in connected with this Agreement, the prevailing party in such action or prod tion to any other relief which may be granted, whether legal or equitable, ntitled to reasonable attorneys' fees; provided, however, attorneys' ded pursuant to this Section shall not exceed the hourly ity for legices multiplied by the reasonable number of hours spent by pre in of the litigation. Attorneys' fees shall include attorneys' on a in addition a party entitled to attorneys' fees shall be entitled to a sonab osts for investigating such action, taking deposit' very, other necessary costs the court allows which are incurred i iRucl. All s ees shall be deemed to have accrued on commencement o action d shall b forceable whether or not such action is prosecuted to j ent. The may sets fees in the same action or in a separate action brought t purp 9. CITY OFFIC�D EMPLOYE bilit 't Officers and Employees. No officer, official, employee, , represen or vo r of City shall be personally liable to Contracting Party, iy successor in est, in event or any default or breach by City or for any amount h may become to Contracting Party or to its successor, or for breach of any kion of the term this Agreement. Con f Interest. Contracting Party covenants that neither it, nor any officer o i it, has or shall acquire any interest, directly or indirectly, which would conflict in anner with the interests of City or which would in any way hinder Contracting y'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. -11- 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 anyiey or other consideration for obtaining this Agreement. 9.3 Covenant against Discrimination. Contracting Part nts that, by and for itself, its heirs, executors, assigns, and all persons claimi d rough them, that there shall be no discrimination against or segregation any pe r group of persons on account of any impermissible classification in ing, but not Ii to, race, color, creed, religion, sex, marital status, sexual orient national origin, or try in the performance of this Agreement. Contracting P shall take affirmative to ensure that applicants are employed and that em es are trq&d during emplo ent without regard to their race, color, creed, religio ma rit us, sexual orientation, national origin, or ancestry. MISCELLANEOUS PROVISIONS. 10.1 Notice. Any notice, de either party desires or is required toIdee writing and either served personally forth below. Either party may change of address in writing. N II b the time of mailing if vided in 0 To City: CITY OF LA QC Attention: Alfred Facilitianddoaac co 10.2 Interpr� ance with the ither part Moan whit PonsentN val, or communication or an er person shall be in ss mail to the address set tify1 e other party of the change unicated forty-eight (48) hours from Section. Contracting Party: DORS COMPANY NAME VENDORS CONTACT VENDORS STREET ADDRESS VENDORS CITY, STATE, ZIP on. The terms of this Agreement shall be construed in Faning of the language used and shall not be construed for or -eason of the authorship of this Agreement or any other rule of t otherwise apply. 10.on Headings and Subheadings. The section headings and subheadings tained 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. -12- 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 tOn ement shall be valid unless made in writing and approved by Contracting Party the City Council of City. The parties agree that this requirement for written modi ' of be waived and that any attempted waiver shall be void. 10.7 Severability. In the event that any one sentences, clauses, paragraphs, or sections con declared invalid or unenforceable, such invalidity of the remaining articles, phrases, sentences, e Agreement which are hereby declared as severab the intent of the parties hereunder unless the inva invalidity deprives either party of the basic benefit Agreement meaningless. _ 10.8 Unfair Business Practi ( Contracting Party offers and agrees to c all causes of action it may have under under the Cartj ter 2, Division 7 of throfessio services, or maated t is AgreE become effectitime renders further acknoof t re of the articleMLases, this Agreement be :ea ' ity shall not affeWany Fs, or sections of this interpreted to carry out ion is so material that its it bargain or renders this enterilVnto this Agreement, title, and interest in and to the on Act (15 U.S.C. § 15) or ging with Section 16700) of Part 2 of ie), arising from purchases of goods, This assignment shall be made and payment to Contracting Party without Beneficiaries --With the exception of the specific provisions there are no intended third -party beneficiaries under this 6third parties shall have any rights or obligations hereunder. The moons executing this Agreement on behalf of each of the and warrant that (i) such party is duly organized and existing, Ptoated to execute and deliver this Agreement on behalf of said party, Agreement, such party is formally bound to the provisions of this entering into this Agreement does not violate any provision of which said party is bound. This Agreement shall be binding upon administrators, successors, and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE] -13- IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below. CITY OF LA QUINTA, CONTRACTING PARTY: a California Municipal Corporation By:_ Name: Title: JON McMILLEN, City Manager City of La Quinta, California Dated: ATTEST: By:-iq Name: Ahl- Title: MONIKA RADEVA, City Clerk City of La Quinta, California APPROVED ASAFORM: Wl LRIKE',qWttorney C' CaliflEIRL S CTOR TO ERMII�IF THE FOLLOWING IS TO BE FOLLOWED OR TED:) (1) TW SIGNATURES ARE REQUIRED IF A CORPORATION'S RTIC F INCORPORATION, OR OTHER RULES OR REGULATIONS APP S THAT TWO SIGNATURES ARE REQUIRED ON CONTRACTS, AGREEM ENDMENTS, CHANGE ORDERS, ETC. (2) CONTRACTING PARTY'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTING PARTY'S BUSINESS ENTITY. -14- Services to be Provided: Services and products to be rendered may include, but may not be limited to: Exhibit A Scope of Services performing all work associated with Design o Review existing CAD and Plans provided by City and o Review existing system and components o Coordinate design with the Coachella Valley Wa o Prepare project plans, specifications and engi E construction costs for the proposed improv s: ■ Improvement plans shall be prep 1"=21 scale appropriate for the requir rk. ■ Project Specifications and Bid ents w' project description, preparation ch payment methods, special provisio c geotechnical report, and any specifics t project. o Consultant coordination appropriate staff, adjacent property o an The con attend a City Council meeti The de n the pre-bid meeting and will and ntr information d ' he bid pro development a PlKy include a detailed bid item descriptions, I specifications, I sheets specific to the er of meetings with City rt may be required to ille expected to attend uest for clarification or o Consulta he City he bid and construction phases by respon ' o Req for Info on (RFI) and provide clarification on its plans Cons o Obt of con on ce at La Quinta City Hall for the duration party constructability review of the project plans and k the preconstruction conference and identify potential ed attention before construction starts. field walk with inspector(s), design engineer, and City repres Ives. o Schedul d chair a kick off meeting with the City to discuss the proposed work plaeanecial concerns to be presented at the preconstruction meeting and be prhe Pre -Construction meeting. Prreconstruction agenda using City format and provide to the City for e, schedule a preconstruction meeting and notify attendees. It is that the preconstruction meeting will include all interested parties, including utilities, sub -contractors, etc. o Coordinate the activities of on-site inspectors and administrators such that appropriate coverage of all contractor activities is provided. o Prepare reports and documents, as necessary, for City review and action. o Maintain on a current basis: a record copy of all contracts, drawings, specifications, addenda, change orders, and other modifications, in good order Exhibit A Page 1 of 10 Last revised summer 2017 and marked to record all changes made during construction; shop drawings, product data; samples; submittal; purchases; materials; equipment; applicable handbooks; maintenance and operating manuals and instructions; other related documents and revisions which are relevant to the contract work. o Provide weekly status reports to the City as required. o Prepare and send a Weekly Statement of Working Days, noting t controlling operations, to the contractor. o Prepare daily/weekly Resident Engineer reports listing the ty work done, controlling operation, weather conditions, important discu /agreements with the Contractor, and any other important facts pertainin ject that are not specifically covered elsewhere in the contract record o Coordinate, monitor and document utility connection s necess o Administer the construction contract in conform with the requi s set forth in the project plans and specifications i g applicable requi s from Standard Specifications for Public W onstruction and the it Quinta. o Receive, log, and respond to contrac quest for ation (RFI). o Conduct weekly construction progress gs Contractor, Sub- contractors, City Staff, Design Engineer, ants, affected outside agencies, etc. to discuss matters such as pr es, progress, problems, and scheduling. Prepare and d' ute meeting mi o Review and approve Su Request for o Coordinate and monitor aI p 'ties. o Submit Requests for Infor n as r ny it s that should be coordinated with the design neer o Receive, process, review, an shop dr Ings, project data, samples, and other ncluding ation with the design engineer for review as need a nd imple t procedures for expediting the processing and al of su al. o Re and appro boratory, s and mill test reports of materials and e ent. o Co e wi d other City Departments. o Docu ential claims maintain for account records. Provide all ecessa umentation and support to the City in settling claims. that tractor's dust control and traffic control implementation is c nt wit pproved Plans. Take contractually -stipulated action in the even eviatio m the approved Plan. o Coordi constru ion surveying as needed. o Coordin required materials testing. o Review analyze the Contractor's schedule (weekly), including activity seque and duration, schedule of submittal and schedule of delivery for pro ith long lead times. Review the Contractor's weekly scheduled for nce with project specifications. Note any contractual non -compliances equest remedial action plan from Contractor. Include contractor schedule an agenda item at each weekly meeting. o Recommend necessary or desirable changes in the Construction Contractor's scope of work to the City. Review and evaluate the contractor's request for changes. Negotiate with the Contractor and submit recommendations to the City supported by field data related to any additional work. If change orders are accepted by the City, prepare change orders for signature and authorization by the city. Maintain a log of change requests. Exhibit A Page 2 of 10 o Create and maintain "As -Built" project schedule with Microsoft Project or equivalent program. o Review pay requests and provide recommendation for contractor payments. o Coordinate any training sessions required for City Staff. o Construction Closeout ■ Administer and coordinate final inspections. ■ Coordinate the correction and the completion of the wor ■ Assist the City in determining when the project, or a ated portion thereof, is substantially complete. ■ Prepare for the City, a summary of the status of of the Contractor, listing changes in the previously i ce es of substantial completion of the work, and reco ending t s within which the Contractor shall complete un let ed items on rtificate of substantial completion of the work. ■ Calculate the amount of final pay e to the prime Contract prepare the proposed final esti ■ Obtain evidence of certificatio II lien rele fter the City files their notice of completion. ■ Secure from the contractor and tra City, required guarantees. ■ Coordinate any startup requirements. ■ Deliver all equipm anuals, special ent, spare parts, catalogs, and other materi specificati ■ Collect all "As -Buil t ntractors onsultants. ■ Make recommenda for the etent 9 Provide construction man days of the filincof the nc Inspection i uses ap o Verify ci approv \ con to the City within 60 icing requirements, including but not limited i iary (bound workbook) during construction, including a cumulative .f q s constructed, daily and weekly reports, working day reports, order entation, photographs and other documentation. Maintain a ield di change order work. Contra or's fugitive dust control plan and ensure that the Contractor ed haul routes and that they are kept clean. liance with the construction contract by monitoring, evaluating, r rejecting the Contractor's work in accordance with the approved on contract documents. ne that the Contractor's work is being performed in accordance with the rements of the contract documents. Endeavor to guard the City against fect and deficiencies in the work. o As appropriate, require special inspection or testing, or make recommendations to the City regarding special inspection or testing of work not in accordance with the provisions of the contract documents, whether or not such work is fabricated, installed, or completed. o Provide and maintain a digital photographic history of the progress of the project. Photos will also be taken of the following: Exhibit A Page 3of10 ■ Showing existing conditions prior to construction. ■ Disputed work items. ■ Work that has to be duplicated, replaced, or removed. ■ Completed work. ■ Extra work. o Record the progress of the project. Maintain a daily log containinw record of weather, the Contractor and Sub -contractors' work on-site, the actor and Sub -contractors' equipment on site, number of workers, wor mplished, problems encountered, and other relevant data. Provide c of daily logs to the City as requested. Include information on the Contr the entire project, showing percentages of completion. o During the course of construction, maintain one setans, wit ings and dimensions in red ink, to denote field changes er corrections. o Inspect for ADA compliance. o Maintain copies of all permits needed to c ct the project and enfor requirements of each. AL Quality Control o The Consultant shall have a Quality Cont assurance during the entire time work is in e o The Consultant has respo A & ity for the accur calculations, related doc all other wo responsibility through the e a Qua Consultant's Quality Contr n!shaContract and, at a minimum, accordance wit�ood engine ice and t to assist quality dcompleteness of the 'shed and shall meet that trol Plan. The :c roughout the entire * is completed in it meets the standards set forth herei Ily: ■ ua i trol Plan II establish a process whereby all work is ependen hecked, c ted and back -checked, in accordance with opted p ce, by a pe qualified and appropriately registered in State II o al drawings and calculations shall be it f the Contract. ion and chec all be performed to ensure that conflicts and ment do not occur between different design documents (i.e. plans d with specifications). e Control Plan is functioning may be periodically confirmed by Exhibit A Page 4 of 10 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: Ak, 1. Prevailing Wage Compliance. If Contracting performing public works and maintenance projects, as descri Contracting Party shall comply with applicable Federal, State, a Party is aware of the requirements of California Labor Code 1770, et seq., as well as California Code of Regulations, 8, a contractor is Section 1.3, . Contracting t seq., and et seq., (collectively, the "Prevailing Wage Laws"), and Quinta Muni c Code Section 3.12.040, which require the payment o vailing wage rates the performance of other requirements on "Public wo nd "Main ance" projects. the Services are being performed as part of an ap le "Publ' ks" or "Maintenance" project, as defined by the Prevailing Wage Laws, f c ction work over twenty- five thousand dollars ($25,000.00) and/or alteration ion, repair or maintenance work over fifteen thousand dollars ($15,000.00) is ent to or extended on or after January 1, 2015 by this Agreement, cting Party a to fully comply with such Prevailing Wage Laws including, ' ed to, re ents related to the maintenance of payroll records an a of a ntices. Pursuant to California Labor Code Section 1725.5, ontra tractor may be awarded a contract for public work on a "Public wo p unles gistered with the California Department of Industri s ("DIR a time the contract is awarded. If the Services are being p e art of a plicable "Public works" or "Maintenance" project, as define he Pre g Wage s, this project is subject to compliance monitoring and cement b DIR. Co ting Party will maintain and will require all subcontract mainta' n IR Public Works contractor registration during the term is eme racting Party shall notify City in writing immediatel , and i se more than twenty-four (24) hours, after receiving any infor ontr Party's or any of its subcontractor's DIR registration status ha sus , rev expired, or otherwise changed. It is understood that it is sponsibility ntrac arty to determine the correct salary scale. Contracting rty shall make s of prevailing rates of per diem wages for each craft, ification, or typ worker needed to execute the Services available to interested p upon reques nd shall post copies at Contracting Party's principal place of buss nd at the ect site, if any. The statutory penalties for failure to pay prevailing wage om h State wage and hour laws will be enforced. Contracting Party must forf ENTY FIVE DOLLARS ($25.00) per day for each worker who works in excess o inimum 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, Exhibit A Page 5 of 10 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 17 as the same may be amended from time to time, and/or any other similar law. racting Party acknowledges and agrees that it shall be independently responsi r reviewing the applicable laws and regulations and effectuating compliance with s. Contracting Party shall require the same of all subcontractors. 2. Retention. Payments shall be made ii Article 2.0 of the Agreement. In accordance with said Party a sum based upon ninety-five percent (95%) o the labor and materials incorporated into the Se month covered by said invoice. The remaining - as performance security to be paid to Contracting acceptance of the Services by the City Council o furnished City with a full release of aLundisputed required by City. In the event there Party from the operation of the rele Code § 7107) of up to one hundred failure to deduct or withhold shall i of existing mai invitation for bi incurred in loc, Fn nce with the 'sions of s, City shall pay cting ontract Sum apportio of ier t greement duri the (5° ereof shall be retained sixty (60) days after final ter Contracting Party has s under this Agreement, if excluded by Contracting �r (per Public Contract the ount in dispute. City's kty's obligations under the able for removal, relocation, or protection t such utilities were not identified in the burse Contracting Party for any costs d by Contracting Party, and removing or Contracting Party shall not be assessed removal or relocation of such unidentified Public Contract Code the Mrk included in this Agreement requires excavations more the following shall apply: (a) tracting Party shall promptly, and before the following conditions are di d, no ' ity, in writing, of any: (1) material that Contracting Party believes may be is hazardous waste, as defined in Section 25117 of the Health and Safety Co is required to be removed to a Class I, Class II, or Class III disposal site in accordance ith 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. Exhibit A Page 6 of 10 (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 C whether the conditions materially differ, or involve hazardous wast4oror increase in Contracting Party's cost of, or time required for, perfthe work, Contracting Party shall not be excused from any sch provided for by this Agreement, but shall proceed with all work Agreement. Contracting Party shall retain any and all rights or by law which pertain to the resolution of disputes and pests betweer Parties. � Fe acting Party a decrease of any part of mpletion date ed under this y contract tracting 5. Safety. Contracting Party shall exec d maint ' its work so as tdWoid injury or damage to any person or property. 1 ying ou ervices, Contracting Party shall at all times be in compliance with all a le state, and federal laws, rules and regulations, and shall exercise all nece cautions for the safety of employees appropriate to the nature of the work and th itions under which the work is to be performed. Safety precautio licable shall e, but shall not be limited to: (A) adequate life protection and li oment an dures; (B) instructions in accident prevention for all employ an ctors, h as safe walkways, scaffolds, fall protection ladders, brid gan fined space procedures, trenching and shoring, equipment and er de s, equipment and wearing apparel as are neces wfully r to prevent accidents or injuries; and (C) adequate facilitie e r inspe and maintenance of all safety measures. 6. Li ed Dama Since th�termination of actual damages for any delay in perfo e of tXA/h be extremely difficult or impractical to determine in the AI and shall pay to City for e da her r, a . ied e assesse a cribed in the S of Se ces. City may withhold from any moneys payable on unt of the Servic Prevai Wa e Com Hance. If Contracting Party is a contractor perfor ublic s and maintenance projects, as described in this Section 1.3, Contract all comply with applicable Federal, State, and local laws. Contracting Party is aw he requirements of California Labor Code Sections 1720, et seq., and 1770, et seq., s 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 - Exhibit A Page 7 of 10 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 m e awarded a contract for public work on a "Public works" project unless registered he California Department of Industrial Relations ("DIR") at the time the contra warded. If the Services are being performed as part of an applicable "Public "Maintenance" project, as defined by the Prevailing Wage Laws, this projec ub compliance monitoring and enforcement by the DIR. Contracting Party aintain ill require all subcontractors to maintain valid and current DIR Pub' orks contract stration during the term of this Agreement. Contracting shall notify City riting immediately, and in no case more than twenty- 24) hours, after recei ny information that Contracting Party's or any of its ontractorIR registration atus has been suspended, revoked, expired, or othe change is understood that it is the responsibility of Contracting Party to determine or alary scale. Contracting Party shall make copies of the prevailing rates o em wages for each craft, classification, or type of worker need to execute the ces available to interested parties upon request, and shallpo at Contrac arty's principal place of business and at the project site, if any . enaltie ilure to pay prevailing wage or to comply with State wage a our enf ed. Contracting Party must forfeit to City TWENTY-FIVE D RS ay for each worker who works in excess of the mi ' uorkin o hen Co racting Party does not pay overtime. In accordan provisio abor Code Sections 1810 et seq., eight (8) hours is the leg ing Contr g Party also shall comply with State law requirements to ain payr records shall provide for certified records and inspection of re as requir California or Code Section 1770 et seq., including Section 1776. dition nities provided under this Agreement, Contracting Party (with co selected by City), indemnify, and hold City, its lecte als, o , employees, and agents free and harmless from any claim or Iiabei1of a ' ure or alleged failure to comply with the Prevailing Wage L t is ag the s that, in connection with performance of the Services, ding, without tion, d all "Public works" (as defined by the Prevailing Wage ws), Contracting y shall ear all risks of payment or non-payment of prevailing s under Califor aw and/or the implementation of Labor Code Section 1781, as th e may be a ed from time to time, and/or any other similar law. Contracting Part owledg d agrees that it shall be independently responsible for reviewing the ap a and regulations and effectuating compliance with such laws. Contractin hall require the same of all subcontractors. 8. 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 Exhibit A Page 8 of 10 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 oblig s under the Agreement. 9. Utility Relocation. City is responsible for removal, of existing main or trunk -line utilities to the extent such invitation for bids or specifications. City shall reimburse incurred in locating, repairing damage not caused by C relocating such unidentified utility facilities. Contrac liquidated damages for delay arising from the remo utility facilities. 10. Trenches or Excavations. Pursua? Section 7104, in the event the work included in this than four (4) feet in depth, the following shall apply (a) Contracting Part are disturbed, notify City, in writing, may be material that is hazardous w Safety Code, that is required to be re in accordance with ZiMfticcl xis at the site different bidders prior to the site of any unu generally reco cond or inl the work utilitie e Co ting Pa Co ting Party, a n, or protection ntified in the any costs shall not relocation of such un ng or �ssed ked FFa Public Contract Code requires excavations more tly, and b�he following conditions I that O -acting Party believes 25117 of the Health and ss I, II, or Class II I disposal site subsurface or latent physical conditions nation about the site made available to r (3) unknown physical conditions at the from those ordinarily encountered and iaracter provided for in the Agreement. mptly investigate the conditions, and if it finds that the or do involve hazardous waste, and cause a decrease ; cost of, or the time required for, performance of any ige order per Section 1.8 of the Agreement. (c) a event that a dispute arises between City and Contracting Party ially differ, or involve hazardous waste, or cause a decrease or se in Contr g Party's cost of, or time required for, performance of any part of Nithe w ontra arty shall not be excused from any scheduled completion date provide greement, but shall proceed with all work to be performed under this Agreemen . racting Party shall retain any and all rights provided either by contract or by law whi pertain to the resolution of disputes and protests between the contracting Parties. 11. Safety. Contracting Party shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out the Services, Contracting Party shall at all times be in compliance with all applicable local, state, and federal laws, Exhibit A Page 9 of 10 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, bridges, gang planks, confinetspprocedures, trenching and shoring, equipment and other safety devices, eqnd wearing apparel as are necessary or lawfully required to prevent accidnjuries; and (C) adequate facilities for the proper inspection and maintenancy measures. 12. Liquidated Damages. Since the determination'Wctual es for any delay in performance of the Agreement would be ex determine in the event of a breach of this Agreement, and shall pay to City the sum of One Thousand dollar for each working day of delay in the perform hereunder, as specified in the Schedule of Perfo CE may be assessed for failure to comply with the e described in the Scope of Services. City may with of y difficult or ctical to cting Party shall e for ,000.00) as liquidated es any o e Services re fired In a n, liquidated damages out requirements, if any, any moneys payable on :rued liquidated damages. Exhibit A Page 10 of 10 Exhibit B Schedule of Compensation With the exception of compensation for Additional Serv' provided for in Section 2.3 of this Agreement, the maximum total compensation to Contracting Party under this Agreement is not to exceed ) ("Contract Sum"). The Contract Sum shall be paid to C tr ting Part stallment payments made on a monthly basis and in an amount ' ified in Contra Party's schedule of compensation attached hereto for the asks performed an erly invoiced by Contracting Party in conformance with on 2.2 of this Agreement. Exhibit B Page 1of1 Exhibit C Schedule of Performance Contracting Party shall complete all services identified in the Scope of Services, Exhibit C Page 1 of 1 Exhibit D Special Requirements Exhibit D Page 1 of 1 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 f e and effect providing insurance with minimum limits as indicated below and issue insurers with A.M. Best ratings of no less than A -VI: Commercial General Liability (at least as broad as ISO C $1,000,000 (per occurrence) ' $2,000,000 (general aggregate) Must include the following endorsements: General Liability Additional Insured General Liability Primary and Non -cont ' ry Commercial Auto Liability (at least as b $1,000,000 (per accident) Auto Liability Additional Insured Personal Auto Declaration PaaeAhaaall Workers' Compensation 1 (per statutory requirements) Must include the following en Workers Coo■insation \ Con concurrently wit against all claims Contraartv pe i nfi FM clause .racting Party ired to contribu X City and bility po and app of Subrogation of Sole Proprietor if applicable 'arty rocmaintain, at its cost, and submit u ' ure t, Commercial General Liability insurance against p ns or damages to property resulting from r omissions rising out of or related to Contracting Party's ment. The insurance policy shall contain a severability of e coverage shall be primary for losses arising out of )rma hereunder and neither City nor its insurers shall be any such loss. An endorsement evidencing the foregoing and Fficers and employees as additional insured (on the Commercial nly) must be submitted concurrently with the execution of this I by City prior to commencement of the services hereunder. lffi�ting Party shall carry automobile liability insurance of $1,000,000 per accident aga 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, Exhibit E Page 1 of 5 Contracting 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. Contracting Party shall carry Workers' Compen accordance with State Worker's Compensation laws with emplo than $1,000,000 per accident or disease. Contracting Party shall provide written notice days if: (1) any of the required insurance policies e ter required polices are reduced; or (3) the deductiblo In the event any of said policies of insurance are IE to the cancellation date, submit new evidenc sur Exhibit to the Contract Officer. The procuring of s L or certificates evidencing the same shall not be con Party's obligation to indemnify City, its officers, emp or agents. _ E.2 Remedies. In addition to' Party fails to provide or maintain any extent and within the time herein requi Insurance in ity limits no less working kof the et ctingHarty snampnor onformance with this he delivery of policies a limitation of Contracting intractors, subcontractors, VIRy have if Contracting licy endorsements to the option: a. Obta' rance deduct and retain the amount of the premiums for such ' anc;es r any sum a under this Agreement. b. er Conto work under this Agreement and/or withhold any p t(s) e to Contracting Party hereunder until Contracting Party complianc with the requirements hereof. of t' ove remedies, however, is an alternative to any other e. The above remedies are not the exclusive remedies for f re to maintain or secure appropriate policies or endorsements. d shall be construed as limiting in any way the extent to which be held responsible for payments of damages to persons or m Contracting Party's or its subcontractors' performance of work nt. 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, Exhibit E Page 2of5 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, f waiving the right of subrogation prior to a loss. Contracting Party agrees to waive gation rights against City regardless of the applicability of any insurance procee d to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided ontra Party and available or applicable to this Agreement are intended egreement p y to the fu t of the policies. Nothing contained in this Agreement or any relati ity or its operations limits the application of such insuranc e. 4. None of the coverages required n will be ' mpliance with these requirements if they include any limiting endorse fa d that has not been first submitted to City and approved of in writing. 5. No liability policy shall n any provisio efinition that would serve to eliminate so-called "third party ac ims, inclu ny exclusion for bodily injury to an employee of the insured o an r or su ractor. 6. All coverage types and limn and additional requireme the City, make any reductions ' cover reduction of discov riod) t may a consent. reevare-'MWt to approval, modification d arises. Contracting Party shall not .g. elimination of contractual liability or ty's protection without City's prior written 7. Pr co insurance requirements, consisting of certificates of insu ncing all t verages required and an additional insured endors Cont Party's general liability policy, shall be delivered to City at or prio . n o greement. In the event such proof of any insurance is not d ed as re , or i event such insurance is canceled at any time and no acement cove is pro d, City has the right, but not the duty, to obtain any rance it deems ssary to protect its interests under this or any other agreement pay the premi Any premium so paid by City shall be charged to and promptly pai ontracting y or deducted from sums due Contracting Party, at City option. 81ML1t,AFFknowIedged by the parties of this agreement that all insurance coverage to be provided by Contracting Party or any subcontractor, is intended to apply firstW 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 Exhibit E Page 3of5 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. 10. Contracting Party agrees not to self -insure or to use retentions or deductibles on any portion of the insurance required exception of professional liability coverage, if required) and furtherOc allow any contractor, subcontractor, Architect, Engineer or other e way involved in the performance of work on the project contemp to self -insure its obligations to City. If Contracting Party's exi deductible or self-insured retention, the deductible or self- red r any self-insured &in (with the hat it will not or person in any this agreement e includes a must be declared to the City. At that time the City shall revieweop'withthe Con g Party, which may include reduction or elimination of the de or self -insure ntion, substitution of other coverage, or other solutions. 11. The City reserves the right at any ur change the amounts and types of insurance re ninety (90) days advance written notice of such c substantial additional cost to the Contracting Party, compensation proportional to the incMdh11,Lkenefit to C 12. For purposes of applying deemed to have been executed immec can be deemed to be in furtherance of 13. Coni failure on the pa insurance requir waive any rightIq 14. Coni or its"to agre of this Agreement to g the Contracting Party If such change results in ty will negotiate additional his Agreement will be reto taking any steps that of this Agreement. ind agrees that any actual or alleged ng Party of non-compliance with any dditional obligations on City nor does it ward. gill renew—ITe required coverage annually as long as City, an exposure from operations of any type pursuant to this lies whether the agreement is canceled or terminated for Lobligation is not effective until City executes a written N Contra Party shall provide proof that policies of insurance required ng dun e term of this Agreement have been renewed or replaced with s prov' at least the same coverage. Proof that such coverage has been Va bmitted prior to expiration. A coverage binder or letter from Contractininsurance agent to this effect is acceptable. A certificate of insurance and an adinsuredendorsement is required in these specifications applicable to the renewing or 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 Exhibit E Page 4of5 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. Specifi ference to a given coverage feature is for purposes of clarification only as it pert ai a given issue and is not intended by any party or insured to be limiting or all-inclu 18. These insurance requirements are intended to be d distinct from any other provision in this Agreement and are intended a pato be interpreted as such. 19. The requirements in this Exhibit su of this Agreement to the extent that any other se the provisions of this Exhibit. 20. Contracting Party agrees to be respol, used by any party involved in any way with the projec or Contracting Party for the costo itional insu agreement. Any such provisions ared w intent of City to reimburse any th a requirements. There shall be no recou gains amounts with respect thereto. other sections and p ons iisioruconflicts with ori irs I nsuring that no contract 3s the right to charge City veragerequired by this WtootoCity. It is not the mplying with these f premiums or other 21. CZra' rees to ide immediate notice to City of any claim or loss againstPa ising out a work performed under this agreement. City assumes or I' lity by suc tice, but has the right (but not the duty) to monitor then or c s if they are likely to involve City. Exhibit E Page 5of5 Exhibit F Indemnification F.1 Indemnitv for the Benefit of Ci a. Indemnification for Professional Liability. When the stablishes a professional standard of care for Contracting Party's Services, fullest extent permitted by law, Contracting Party shall indemnify, protect, d (with counsel selected by City), and hold harmless City and any and all of its ployees, and agents ("Indemnified Parties") from and against any and all s, to liabilities of every kind, nature, and description, damages, injury (incl n ,without Ii . n, injury to or death of an employee of Contracting Party or subcontractor , s and expenses of any kind, whether actual, alleged or thre d, including, without on, incidental and consequential damages, court cos orneys' f s, litigation exp es, and fees of expert consultants or expert witnes curred i ection therewith and costs of investigation, to the extent same are cau wh in part by any negligent or wrongful act, error or omission of Contracting Pa ers, agents, employees or subcontractors (or any entity or individual that Contr Party shall bear the legal liability thereof) in the performance ossional servic der this agreement. With respect to the design of public impro Contractin shall not be liable for any injuries or property damage result fro of the ign at a location other than that specified in Exhibit A without ritteie Contracting Party. b. Indemni WINNOMMILfor Othe rofessional Liability. Other than in the performance of profe es and a full extent permitted by law, Contracting Party shall indem efend h couns lected by City), and hold harmless the Indemnified Pa ' rom and inst any ity (including liability for claims, suits, actions, arbitr roceed' trat proceedings, regulatory proceedings, losses, expense sts r actual, alleged or threatened, including, without limitation, i and consequential damages, court costs, attorneys' fees, litigati es, a es of expert consultants or expert witnesses) incurred in co h an is of investigation, where the same arise out of, are a quence o , e in a attributable to, in whole or in part, the performance of Agreement by tractin arty or by any individual or entity for which Contracting is legally Iia including but not limited to officers, agents, employees, or s tractors of Co cting Party. itv Provisions for Contracts Related to Construction (Limitation on Indemni affecting the rights of City under any provision of this agreement, Contractin shall not be required to indemnify and hold harmless City for liability attributable t 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 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. Exhibit F Page 1 of 2 d. Indemnification Provision for Design Professionals. 1. Applicabilitv 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 establis professional standard of care for Contracting Party's Services, to the fullest ext rmitted by law, Contracting Party shall indemnify and hold harmless City and an II of its officials, employees, and agents ("Indemnified Parties") from and ag d all losses, liabilities of every kind, nature, and description, damage ury (i g, without limitation, injury to or death of an employee of Contractin y or of any s tractor), costs and expenses, including, without limitation, incid nd consequenti ages, court costs, reimbursement of attorneys' fees, litig expenses, and fees ert consultants or expert witnesses incurred in ectiont ewith and co of investigation, to the extent same are caused b neglige wrongful act, error or omission of Contracting Party, its officers, agents, loy r subcontractors (or any entity or individual that Contracting Party shall be gal liability thereof) in the performance of professional services under this agree With respect to the design of public improvements, the ContralAgiffibbbblQParty shall no iable for any injuries or property damage resulting from the VVIIIIIIIIIJUILdesign a cation other than that specified in Exhibit A without the writt nse ontra Party. 3. Design Professio e ' . As -TW in this Section F.1(d), the term "design profession a limite nsed architects, registered professional engineers, licensed p i nd sury s and landscape architects, all as defined under current law, s may mended time to time by Civil Code § 2782.8. F.2;hb tion to CPpe ific n Provisions. Contracting Party agrees to obtain exee th provisions identical to those set forth herein this Eble to t e Contracting Party, from each and every subco ny on or entity involved by, for, with or on behalf of 4i� the nce of this Agreement. In the event Contracting Party obtaindemigations from others as required herein, Contracting y agrees respe according to the terms of this Exhibit. Failure of City onitor complian ith these requirements imposes no additional obligations on City 'll inno way ac a waiver of any rights hereunder. This obligation to indemnify d City as orth in this Agreement are binding on the successors, assigns or heirs tracti rt) and shall survive the termination of this Agreement. Exhibit F Page 2of2 taa��a CALIFORNIA - ATTACHMENT 2 INSURANCE REQUIREMENTS ACKNOWLEDGEMENT Must be executed by proposer and submitted with the proposal (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 Professional Services Agreement (Attachment 1); and declare that insurance certificates and endorsements verifying compliance will be provided if an agreement is awarded. I am of , (Title) (Company) Page 15 of 20 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 15 of 20 lam ATTACHMENT 3 NON -COLLUSION AFFIDAVIT FORM Must be executed by proposer and submitted with the proposal (name) hereby declare as follows: 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 thereof, 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 16 of 20 taa��a CALIFORNIA - 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. I SIGNATURE INDICATING RECEIPT Page 17 of 20 PROJECT PLANS LINK TO PROJECT PLANS Page 18 of 20 taa��a CALIFORNIA - ATTACHMENT 5 ATTACHMENT 6 EVALUATION CRITERIA Category Max Pts Understanding of work to be done Staffing and Scope of Work Pertinent Project Experience Schedule of Events Format/Organization Cost Intangible Qualities Total 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: Consultant does not include previous experience or has very minimal experience. 5-10 points: Consultant lists previous experience, but experience is not relevant or similar. 11-15 points: Consultant lists relevant previous experience with similar work. Schedule of Event- 15 Points Maximum 0-4 points: Events are not listed or is missing key elements 5-10 points: Events are listed but are not well scheduled or missing few key elements 11-15 points: Events are listed and are well justified or all key elements are included 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: Contractor rates significantly vary from standard rates for similar services, and/or there are significant errors in calculations. 5-7 points: Contractor rates vary from standard rates for similar services and/or there are minor errors in calculations. Page 19 of 20 taa��a CALIFORNIA - 8-10 points: Contractor 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. Page 20 of 20