RFP Copier & Printer Lease & Maintenance Servicesta Q"�frcv
CALIFORNIA
FY 2023/2024 THROUGH FY 2027/28
PRINTER/COPIER LEASE AND
MAINTENANCE SERVICES PROGRAM
DEADLINE I SEPTEMBER 29, 2023, BY 5:00 PM (PST)
ATTENTION I TECH NOLOGYC LAQUINTACA.GOV
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REQUEST FOR PROPOSALS (RFP)
The City of La Quinta (City) seeks proposals from qualified firms to provide and
administer a PRINTER/COPIER LEASE AND MAINTENANCE SERVICES PROGRAM
for the City.
Project/Services Title: Printer/Copier Lease and Maintenance Services
Issue Date: September 18, 2023
DUE DATE: September 29, 2023
Requesting Department: City Manager's Office
GENERAL TERMS AND CONDITIONS
1. SUBMISSION REQUIREMENTS
Proposals must be submitted electronically by email. All proposals must bear original or
electronic signatures.
Submit via email an electronic original, as a single document in a .PDF format, to the following
contact:
Email: tech nology@laquintaca.cloy
Email Subject: RFP - Printer/Copier Lease and Maintenance Services (INSERT
YOUR COMPANY NAME)
2. SUBMISSION RESTRICTIONS
All proposals must be submitted electronically 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. QUESTIONS OR REQUESTS FOR CLARIFICATIONS
Any requests for clarification or other questions concerning this RFP must be submitted in writing
by September 22, 2023; and sent via email to Doug Kinley, Management Analyst,
DKinley@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 the purpose of preparing a proposal, without divulging the source of the
request.
If a proposer fails to notify the City prior to the date fixed for submission of proposals of an error
in the RFP known to him/her, or an error that reasonably should have been known to him/her,
he/she shall submit a proposal at his/her own risk, and if he/she is awarded an agreement,
he/she shall not be entitled to additional compensation or time by reason of the error or any
corrections thereof.
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S. MODIFICATIONS AND WITHDRAWALS OF SUBMITTED PROPOSALS
Proposer may withdraw proposals prior to the Submittal Deadline by submitting a written
request to Doug Kinley, Management Analyst, DKinlev@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.
S. CANCELLATION OF RFP
This RFP does not obligate the City to enter into an agreement. The City reserves the right to
cancel this RFP at any time, should the project be cancelled, the City loses the required funding,
or it is deemed in the best interest of the City. No obligation, either expressed or implied, exists
on the part of the City to make an award or to pay any cost incurred in the preparation or
submission of a proposal.
9. DISPUTES/ PROTESTS
The City encourages proposers to resolve issues regarding the requirements or the procurement
process through written correspondence and discussions during the period in which clarifying
addenda may be issued. The City wishes to foster cooperative relationships and to reach a fair
agreement in a timely manner. Formal proposals for major professional and technical services
shall be governed by the City's Purchasing Policy.
10. NEGOTIATIONS AND FINAL AGREEMENT
The City's Agreement for Contract Services is enclosed as Attachment 1 for review prior to
submitting a proposal. An agreement will not be binding or valid with the City unless and until
it is executed by authorized representatives of the City and of the selected proposer. At the
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discretion of the City, any or all parts of the successful proposal shall be made a binding part of
the agreement.
11. PRICING ADJUSTMENTS
The City reserves the right to negotiate final pricing with the most qualified proposer. Pricing
shall remain firm for the entire initial term of the agreement. Thereafter, any proposed pricing
adjustment for additional periods, if any, shall be subject to the terms of the agreement.
12. SELECTION PROCESS
Proposals shall be reviewed and rated based on the information requested by this RFP, as well
as responses from references and clients, background checks, any research on proposers, and
other information pertinent to the evaluation process. Closely ranked firms may be asked to
furnish evidence of capability, equipment, and financial resources to adequately provide the
services.
13. RFP TIMELINE
RFP Issue Date:
Monday, September 18, 2023
Deadline for Proposers' Questions:
Friday, September 22, 2023
City's Response to Questions:
Tuesday, September 26, 2023
Proposals Submittal Deadline:
Friday, September 29, 2023
Complete Evaluations of Proposals:
Friday, October 6, 2023
Agreement Negotiations and Signing,
Monday, October 9, 2023 -
Proof of Insurance Coverage and
Friday, October 31, 2023
Forms 700:
City Council Consideration and Approva
Tuesday, November 7, 2023
4pm Start Time
Agreement Effective Date and
Tuesday, November 14, 2023
Project Start Date
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
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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 October 2, 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 Agreement for
Contract Services.
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Commercial General Liability (at least as broad as ISO CG 0001)
$1,000,000 (per occurrence); $2,000,000 (general aggregate)
Must include the following endorsements:
General Liability Additional Insured
General Liability Primary and Noncontributory
Commercial Auto Liability (at least as broad as ISO CA 0001)
$1,000,000 (per accident)
Personal Auto Declaration Page if applicable
Errors and Omissions Liability $1,000,000 (per claim and aggregate)
Worker's Compensation (per statutory requirements)
Must include the following endorsements:
Worker's Compensation Waiver of Subrogation
Worker's Compensation Declaration of Sole Proprietor if applicable
Cyber Liability in the amount of $1,000,000 per occurrence
Umbrella or Excess Liability may be used to meet policy limits
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17. NON -COLLUSION AFFIDAVIT
Proposals must include an executed Non -Collusion Affidavit, included as Attachment 3, executed
by an official authorized to bind the firm.
18. CONFLICT OF INTEREST
The City requires a Statement of Economic Interest (Form 700) to be filed by any proposer who
is involved in the making of decisions which may have a foreseeable material effect on any City
financial interest pursuant to the City's Conflict of Interest Code and the California Political
Reform Act of 1974.
19. LOCAL BUSINESS PREFERENCE
Local vendors are encouraged, but not required. For purposes of this section, `local' shall be
defined as an individual, partnership, or corporation, which regularly maintains a place of
business within a 40 -mile radius of the City.
20. CITY RIGHTS AND OPTIONS
The City reserves the right to:
■ Make the selection based on its sole discretion;
■ Issue subsequent RFP;
• Postpone opening proposals or selection for any reason;
■ Remedy errors in the RFP or in the RFP process;
• Modify the Scope of Services in the RFP;
• Approve or disapprove the use of particular subcontractors;
• Negotiate with any, all or none of the proposers;
• Accept other than the lowest offer;
■ Waive informalities and irregularities in proposals;
■ Request additional information or clarification;
• Request revisions during negotiations;
• Invite any 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.
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REQUESTED SERVICES
The City of La Quinta (City) seeks proposals from qualified firms to provide and administer a
PRINTER/COPIER LEASE AND MAINTENANCE SERVICES PROGRAM for the City.
I. INTRODUCTION
The City of La Quinta is soliciting proposals for providing a 60 -month (or 5 -years) municipal lease
for multi -function copiers, desktop printers and scanners. These machines will be located at
various municipal offices within La Quinta. The City will consider vendors who will provide
consistent quality and continuous process improvements for all areas of the City's fleet of
multifunctional copy machines and printers throughout the duration of the contract. The ultimate
goal is to produce output more quickly, more efficiently and at less cost to us. Specific goals for
this RFP include cost/value for, reliability, durability, increased speed, and enriched features.
H. SCOPE OF SERVICES
An initial assessment of all onsite printing equipment will be mandatory and part of responses
to be considered. The City is looking for a supplier with the demonstrated expertise, technology,
resources, and commitment to perform the comprehensive scope of the pre -determined services
as well as the ability to make modifications when necessary and grow with our needs.
Each bidder's response to the RFP shall offer one machine model per machine description, and
detail a full-service scenario whereby the vendor provides, installs, maintains, and services the
equipment, including all replenishment supplies (excluding paper) and equipment parts.
Vendor Lease: The selected vendor lease will be required to include the following as part of this
lease:
1. Billing to be done quarterly in arrears with all units in the "fleet" being billed together.
2. Quarterly page -click volume commitment to be applied to all units in the "fleet" in aggregate.
i.e., A quarterly volume commitment of 10,000 pages means that the City will not be charged
an overage (per click) fee unless and until the total page count across all units (10 for
example) exceeds the quarterly commitment (example 10,000 pages). This means that
should one unit only have 500 pages and another unit have 1,500 (with the remaining 8 each
having 1,000), the city will not be charged an overage (per click) fee. Only when the total,
aggregate page count of all devices exceeds the quarterly volume commitment will the City
incur per -page charges.
3. Equipment added during the term of the agreement will have the same pricing and
commitments and be billed exactly the same as the rest of the "Fleet" except that all
equipment will be co -terminus with the term of the Agreement.
4. The vendor must be able to provide maintenance service to all areas of the City. The City
requires a one -point contact location, which will be responsible for all service requirements.
5. All equipment and technology must be digital and be certified as new. Each model should be
the latest generation offered and certified by the respective manufacturer to be supported
and/or replaced for the full term of the Agreement.
6. All proposed equipment must be from the same manufacturer.
7. Proposed machines must be Ethernet ready upon delivery with all hardware, software,
drivers, etc. fully operational.
8. All machines should handle a variety of paper weights and types, including transparencies,
card -stock, and labels.
9. If power filters or surge protectors are recommended or required by the manufacturer, the
bidder will supply these at no additional cost to the City.
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10.All machines must meet the minimum bid specifications listed for each respective machine.
11.Selected vendor shall relocate any unit(s) at the City's direction without additional cost to the
City.
12.Winning vendor will be required to remove and dispose of existing copier equipment; Vendor
will remove hard drives from existing machines and provide a certificate of destruction to the
City Manager's Office.
Any additional features should be itemized in the response.
Rate Increases: No allowance will be made for any rate increase (equipment, supplies, parts,
labor) during the term of the contract.
Equipment Removal, Delivery, Set-up and Acceptance: All pricing must be inclusive of
machine delivery charges to City locations. Normal installation is to include initial operating
supplies (except paper and staples). A pre -delivery walkthrough of each site and equipment
location will be coordinated with the City to ensure access and power requirements are
acceptable. Delivery and installation of all copiers is to be made within 30 calendar days after
receipt of an executed contract unless a longer period is authorized in writing. An operator's
manual is to be delivered with each machine. Vendor shall provide four (4) training sessions at
a minimum of four (4) hours each as part of the cost of the lease. Training sessions will be
scheduled by and at the convenience of the City.
Copy Machine Supplies: Under any agreement, the vendor shall provide each site with a
monthly allocation of required machine operating supplies (not including paper) to be calculated
based upon the estimated number of copies produced.
Return of Equipment: The end -of -contract return of any equipment shall be provided by the
vendor and coordinated with the City and shall be at no cost to the City. Subject equipment shall
be removed no later than 30 days after receiving notification or at the term of the Agreement.
The City prefers a "lease -end purchase option" for all equipment provided.
Current Inventory: 25 Devices from 4 Manufacturers and 17 Distinct Models.
Brother MFC-L5700DW
Canon ImageRunner C5535i (Seven) (7)
Canon ImageRunner C7565i
Canon IPF750
Canon iR 1023 (Two)
Canon iR-ADV C3530
Canon iR-ADV C5535
Canon iR-ADV C7260
HP Color LaserJet 3800n
HP Color LaserJet Pro MFP M479fdn
HP Designjet T920 PostScript
HP LaserJet M402n
HP LaserJet M506
HP LaserJet P1505n
HP LaserJet Pro M501dn
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HP OfficeJet Pro X576dw MFP (Two) (2)
Xerox Phaser 6180
III. PROPOSAL FORMAT
Firms are encouraged to keep their proposals brief and relevant to the specific information
requested herein. Proposals should be straightforward, concise, and provide "layman"
explanation of technical terms that are used. Emphasis should be on completeness and clarity
of content.
Present the proposals in a format and order that corresponds to the numbering and
lettering contained herein, with minimal reference to supporting documentation, so that
proposals can be accurately compared.
1. Cover Letter
Signed by an official authorized to bind the firm with name, address, phone number, and
email address of firm's contract person, location of firm's main office, location of the office
that would service this project, a validity statement that all information and pricing provided
in the proposal is valid for at least ninety (90) days, and a statement that any individual
who will perform work for the City is free of any conflict of interest.
Firms Background, Qualifications, and Experience, including the following:
(a) Number of years in business
(b) Taxpayer identification number
(c) Number of years performing this service list service here
(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
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
Proposal shall include a detailed fee schedule for the services requested by this RFP.
4. List of Complementary Services Offered by Proposer along with Corresponding
Prices
S. 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
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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 Agreement for Contract Services included as Attachment 1.
9. Non -Collusion Affidavit (Attachment 3)
Proposals must include an executed Non -Collusion Affidavit, included as Attachment 3,
executed by an official authorized to bind the firm.
10. Acknowledgement of Addenda (Attachment 4)
If any addendum/addenda are issued, the proposer shall initial the Acknowledgement of
Addenda, included as Attachment 4.
ATTACHMENTS
1. Agreement for Contract Services
2. Insurance Requirements Acknowledgement
Must be executed by proposer and submitted with the proposal
3. Non -Collusion Affidavit
Must be executed by proposer and submitted with the proposal
4. Addenda Acknowledgement
Must be executed by proposer and submitted with the proposal
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ATTACHMENT 1
AGREEMENT FOR CONTRACT SERVICES
THIS AGREEMENT FOR CONTRACT SERVICES (the "Agreement") is made and
entered into by and between the CITY OF LA QUINTA, ("City"), a California municipal
corporation, and [insert type of business entity, e.g. sole
proprietorship, California Limited Liability Corporation, etc], with a place of business at
("Contracting Party"). The parties hereto
agree as follows:
1. SERVICES OF CONTRACTING PARTY.
1.1 Scope of Services. In compliance with all terms and conditions of this
Agreement, Contracting Party shall provide those services related to Printer/Copier
Lease and Maintenance Services Program, as specified i the "Scope of Services"
attached hereto as "Exhibit A" and incorporated herein by th' rence (the "Services").
Contracting Party represents and warrants that Contract' Pa a provider of first-
class work and/or services and Contracting Party i xp nce performing the
Services contemplated herein and, in light of such sta d e,&er' ce, Contracting
Party covenants that it shall follow industry standa ds in pe!WP the Services required
hereunder, and that all materials, if any, will b goo q0ality, fit for the purpose
intended. For purposes of this Agreement, ra stry standards" shall mean
those standards of practice recognized by or ore t -class firms performing similar
services under similar circumstances. Ak,,
1.2 Compliance with La II NOV rendered hereunder shall be provided
in accordance with all ordinances, s, statutes, rules, regulations, and laws of
the City and any Federal, Star to o rnmental agency of competent jurisdiction.
1.3 Wa e and ur ia-Me, Contracting Party shall comply with applicable
Federal, State, and logorw7ge alk hour laws.
1.4 LicALes'77ermilf Fees and Assessments. Except as otherwise specified
herein, Contracting y obtain at its sole cost and expense such licenses, permits,
and approvals as may required by law for the performance of the Services required by
this Agreement, including ity of La Quinta business license. Contracting Party and its
employees, agents, and subcontractors shall, at their sole cost and expense, keep in
effect at all times during the term of this Agreement any licenses, permits, and approvals
that are legally required for the performance of the Services required by this Agreement.
Contracting Party shall have the sole obligation to pay for any fees, assessments, and
taxes, plus applicable penalties and interest, which may be imposed by law and arise
from or are necessary for the performance of the Services required by this Agreement,
and shall indemnify, defend (with counsel selected by City), and hold City, its elected
officials, officers, employees, and agents, free and harmless against any such fees,
assessments, taxes, penalties, or interest levied, assessed, or imposed against City
hereunder. Contracting Party shall be responsible for all subcontractors' compliance with
this Section.
ATTACHMENT 1
1.5 Familiarity with Work. By executing this Agreement, Contracting Party
warrants that (a) it has thoroughly investigated and considered the Services to be
performed, (b) it has investigated the site where the Services are to be performed, if any,
and fully acquainted itself with the conditions there existing, (c) it has carefully considered
how the Services should be performed, and (d) it fully understands the facilities,
difficulties, and restrictions attending performance of the Services under this Agreement.
Should Contracting Party discover any latent or unknown conditions materially differing
from those inherent in the Services or as represented by City, Contracting Party shall
immediately inform City of such fact and shall not proceed except at Contracting Party's
risk until written instructions are received from the Contract Officer, or assigned
designee (as defined in Section 4.2 hereof).
1.6 Standard of Care. Contracting Party acknowledges and understands that
the Services contracted for under this Agreement require spe 'alized skills and abilities
and that, consistent with this understanding, Contracting P ork will be held to an
industry standard of quality and workmanship. Consiste ith Se ' n 1.5 hereinabove,
Contracting Party represents to City that it holds the nec a ills a bilities to satisfy
the industry standard of quality as set forth in this Agre nt. n cting Party shall
adopt reasonable methods during the life of t4bLs Agree to furnish continuous
protection to the Services performed by Contr rty, the equipment, materials,
papers, and other components thereof to ev t or damages, and shall be
responsible for all such damages, to perso r perty, until acceptance of the Services
by City, except such losses or damag s be caused by City's own negligence.
The performance of Services by Contract hall not relieve Contracting Party from
any obligation to correct any inco i c ate, or defective work at no further cost
to City, when such inaccuracies are a negligence of Contracting Party.
1.7 Additional Servi L�ordance with the terms and conditions of this
Agreement, Contractinbditi
perform services in addition to those specified in the
Scope of Services (" rvices") only when directed to do so by the Contract
Officer, or assign provided that Contracting Party shall not be required to
perform any Addi as without compensation. Contracting Party shall not
perform any Addition ervices until receiving prior written authorization (in the form of
a written change order i tracting Party is a contractor performing the Services) from
the Contract Officer, ora signed designee, incorporating therein any adjustment in
(i) the Contract Sum, and/or (ii) the time to perform this Agreement, which said
adjustments are subject to the written approval of Contracting Party. It is expressly
understood by Contracting Party that the provisions of this Section shall not apply to the
Services specifically set forth in the Scope of Services or reasonably contemplated
therein. It is specifically understood and agreed that oral requests and/or approvals of
Additional Services shall be barred and are unenforceable. Failure of Contracting Party
to secure the Contract Officer's, or assigned designee's written authorization for
Additional Services shall constitute a waiver of any and all right to adjustment of the
Contract Sum or time to perform this Agreement, whether by way of compensation,
restitution, quantum meruit, or the like, for Additional Services provided without the
appropriate authorization from the Contract Officer, or assigned designee.
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ATTACHMENT 1
Compensation for properly authorized Additional Services shall be made in accordance
with Section 2.3 of this Agreement.
1.8 Special Requirements. Additional terms and conditions of this Agreement,
if any, which are made a part hereof are set forth in "Exhibit D" (the "Special
Requirements"), which is incorporated herein by this reference and expressly made a part
hereof. In the event of a conflict between the provisions of the Special Requirements and
any other provisions of this Agreement, the provisions of the Special Requirements shall
govern.
2. COMPENSATION.
2.1 Contract Sum. For the Services rendered pursuant to this Agreement,
Contracting Party shall be compensated in accordance with "Ehibit B" (the "Schedule of
Compensation") in a total amount not to exceed 7
Dollars ($ ), for the life of the Agreemen nco ssing the Initial and
any Extended Terms (the "Contract Sum"), except ro ' ed i ection 1.7. The
method of compensation set forth in the Schedule of Co sat' include a lump
sum payment upon completion, payment in accord nce with rcentage of completion
of the Services, payment for time and materials sed u o Contracting Party's rate
schedule, but not exceeding the Contract Su c t reasonable methods as may
be specified in the Schedule of Compen ion The ontract Sum shall include the
attendance of Contracting Party at all pr Shc
t tings reasonably deemed necessary by
City; Contracting Party shall not be entitl a additional compensation for attending
said meetings. Compensation ncl imbursement for actual and necessary
expenditures for reproduction cos rtation expense, telephone expense, and
similar costs and expenses an f s ecified in the Schedule of Compensation.
Regardless of the method of m n set forth in the Schedule of Compensation,
Contracting Party's ovek*6po sation shall not exceed the Contract Sum, except as
provided in Section 1. oof tbif.4, ement.
2.2 MetPW of BLIIiQA Payment. Any month in which Contracting Party wishes
to receive payment, on cting Party shall submit to City no later than the tenth
(10th) working day of sVponth, in the form approved by City's Finance Director, an
invoice for Services ren ed prior to the date of the invoice. Such invoice shall
(1) describe in detail the Services provided, including time and materials, and (2) specify
each staff member who has provided Services and the number of hours assigned to each
such staff member. Such invoice shall contain a certification by a principal member of
Contracting Party specifying that the payment requested is for Services performed in
accordance with the terms of this Agreement. Upon approval in writing by the Contract
Officer, or assigned designee, and subject to retention pursuant to Section 8.3, City will
pay Contracting Party for all items stated thereon which are approved by City pursuant to
this Agreement no later than thirty (30) days after invoices are received by the City's
Finance Department.
2.3 Compensation for Additional Services. Additional Services approved in
advance by the Contract Officer, or assigned designee, pursuant to Section 1.7 of this
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ATTACHMENT 1
Agreement shall be paid for in an amount agreed to in writing by both City and Contracting
Party in advance of the Additional Services being rendered by Contracting Party. Any
compensation for Additional Services amounting to five percent (5%) or less of the
Contract Sum may be approved by the Contract Officer, or assigned designee. Any
greater amount of compensation for Additional Services must be approved by the La
Quinta City Council, the City Manager, or Department Director, depending upon City laws,
regulations, rules and procedures concerning public contracting. Under no circumstances
shall Contracting Party receive compensation for any Additional Services unless prior
written approval for the Additional Services is obtained from the Contract Officer, or
assigned designee, pursuant to Section 1.7 of this Agreement.
3. PERFORMANCE SCHEDULE.
3.1 Time of Essence. Time is of
Agreement. If the Services not complete(
Performance, as set forth in Section 3.2 and "E
suffer damage.
3.2 Schedule of Performance. A
Agreement shall be performed diligently and wi
C" (the "Schedule of Performance"). Exte
Schedule of Performance may be appr c
assigned designee. w
performance of this
.h the Schedule of
ikod that the City will
d pursuant to this
stablished in "Exhibit
-iod specified in the
y the Contract Officer, or
3.3 Force Majeure. The ' e p d pTcified in the Schedule of Performance
for performance of the Services re rsuant to this Agreement shall be extended
because of any delays due t ores b causes beyond the control and without the
fault or negligence of Contrac g cluding, but not restricted to, acts of God or of
the public enemy, fire rth es, floods, epidemic, quarantine restrictions, riots,
strikes, freight emba oes ct of any governmental agency other than City, and
unusually severe i ntracting Party shall within ten (10) days of the
commencemento uch el notify the Contract Officer, or assigned designee, in
writing of the cause t elay. The Contract Officer, or assigned designee, shall
ascertain the facts an extent of delay, and extend the time for performing the
Services for the period of forced delay when and if in the Contract Officer's judgment
such delay is justified, and the Contract Officer's determination, or assigned designee,
shall be final and conclusive upon the parties to this Agreement. Extensions to time
period in the Schedule of Performance which are determined by the Contract Officer, or
assigned designee, to be justified pursuant to this Section shall not entitle the
Contracting Party to additional compensation in excess of the Contract Sum.
3.4 Term. Unless earlier terminated in accordance with the provisions
in Article 8.0 of this Agreement, the term of this agreement shall commence on
November 14, 2023, and terminate on June 30, 2028 ("Initial Term").
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ATTACHMENT 1
4. COORDINATION OF WORK.
4.1 Representative of Contracting Party. The following principals of Contracting
Party ("Principals") are hereby designated as being the principals and representatives of
Contracting Party authorized to act in its behalf with respect to the Services specified
herein and make all decisions in connection therewith:
(a) COMPANY NAME
COMPANY ADDRESS
COMPANY ADDRESS
COMPANY ADDRESS
ATTN: DEPARTMENT
(b) City of La Quinta
78495 Calle Tampico
La Quinta, CA 92253
ATTN: City Manager's Office
It is expressly understood that the experienc no 96, capability, and
reputation of the foregoing Principals were a sub ntial inent for City to enter into
this Agreement. Therefore, the foregoing Prin all b r sponsible during the term
of this Agreement for directing all activities tr arty and devoting sufficient
time to personally supervise the Services e ler. or purposes of this Agreement,
the foregoing Principals may not be cha ontracting Party and no other personnel
may be assigned to perform the Services it hereunder without the express written
approval of City.
4.2 Contract Officer "C ract Officer", otherwise known as the Public
Safety Manager or assign e may be designated in writing by the City
Manager of the City. all Con racting Party's responsibility to assure that the
Contract Officer, or ssi esignee, is kept informed of the progress of the
performance of th s, Contracting Party shall refer any decisions, that must
be made by City the act Officer or assigned designee. Unless otherwise
specified herein, any roval of City required hereunder shall mean the approval of the
Contract Officer or asst designee. The Contract Officer, or assigned designee,
shall have authority to sig all documents on behalf of City required hereunder to carry
out the terms of this Agreement.
4.3 Prohibition Against Subcontracting or Assignment. The experience,
knowledge, capability, and reputation of the Contracting Party, its principals, and its
employees were a substantial inducement for City to enter into this Agreement. Except
as set forth in this Agreement, Contracting Party shall not contract or subcontract with
any other entity to perform in whole or in part the Services required hereunder without the
express written approval of City. In addition, neither this Agreement nor any interest
herein may be transferred, assigned, conveyed, hypothecated, or encumbered,
voluntarily or by operation of law, without the prior written approval of City. Transfers
restricted hereunder shall include the transfer to any person or group of persons acting in
concert of more than twenty five percent (25%) of the present ownership and/or control
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ATTACHMENT 1
of Contracting Party, taking all transfers into account on a cumulative basis. Any
attempted or purported assignment or contracting or subcontracting by Contracting Party
without City's express written approval shall be null, void, and of no effect. No approved
transfer shall release Contracting Party of any liability hereunder without the express
consent of City.
4.4 Independent Contractor. Neither City nor any of its employees shall have
any control over the manner, mode, or means by which Contracting Party, its agents, or
its employees, perform the Services required herein, except as otherwise set forth herein.
City shall have no voice in the selection, discharge, supervision, or control of Contracting
Party's employees, servants, representatives, or agents, or in fixing their number or hours
of service. Contracting Party shall perform all Services required herein as an independent
contractor of City and shall remain at all times as to City a wholly independent contractor
with only such obligations as are consistent with that role. Co acting Party shall not at
any time or in any manner represent that it or any of its age ts 3%mployees are agents
or employees of City. City shall not in any way or for any pose ome or be deemed
to be a partner of Contracting Party in its business or e e oNrly
int venture or a
member of any joint enterprise with Contracting Party. rac ' shall have no
power to incur any debt, obligation, or liability on half of Contracting Party shall
not at any time or in any manner represent th ny o ' s agents or employees are
agents or employees of City. Except for th o c paid to Contracting Party as
provided in this Agreement, City shall not s ies, Wages, or other compensation to
Contracting Party for performing the Se s reunder for City. City shall not be liable
for compensation or indemnification to C ti Party for injury or sickness arising out
of performing the Services hereuN i tanding any other City, state, or federal
policy, rule, regulation, law, or ordin e contrary, Contracting Party and any of its
employees, agents, and subc or oviding services under this Agreement shall not
qualify for or become entitled t n ensation, benefit, or any incident of employment
by City, including but ite eligibility to enroll in the California Public Employees
Retirement System (" R " employee of City and entitlement to any contribution
to be paid byCit'
r loy contributions and/or employee contributions for PERS
benefits. Contrac P grees to pay all required taxes on amounts paid to
Contracting Party un this Agreement, and to indemnify and hold City harmless from
any and all taxes, asses nts, penalties, and interest asserted against City by reason
of the independent contrac or relationship created by this Agreement. Contracting Party
shall fully comply with the workers' compensation laws regarding Contracting Party and
Contracting Party's employees. Contracting Party further agrees to indemnify and hold
City harmless from any failure of Contracting Party to comply with applicable workers'
compensation laws. City shall have the right to offset against the amount of any payment
due to Contracting Party under this Agreement any amount due to City from Contracting
Party as a result of Contracting Party's failure to promptly pay to City any reimbursement
or indemnification arising under this Section.
4.5 Identity of Persons Performing Work. Contracting Party represents that it
employs or will employ at its own expense all personnel required for the satisfactory
performance of any and all of the Services set forth herein. Contracting Party represents
that the Services required herein will be performed by Contracting Party or under its direct
I M.
ATTACHMENT 1
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 under this Agreement and
throughout the duration of the term of this Agreement, Contracting Party shall procure
and maintain, at its sole cost and expense, and submit concurrently with its execution of
this Agreement, policies of insurance as set forth^an
(the "Insurance
Requirements") which is incorporated herein by this refessly made a part
hereof.
5.2 Proof of Insurance. Contracting Pa
to Agency along with all required endorse
endorsements must be approved by Agency'
performance.
0
INDEMNIFICATION.
6.1 Indemnification.
shall indemnify, protect, defer
and any and all of its officers,
F" ("Indemnification")wh'his
a part hereof.
7.
cjilpffiCertificate of Insurance
cate of Insurance and
prior to commencement of
extent permitted by law, Contracting Party
I selected by City), and hold harmless City
E)nts. and volunteers as set forth in "Exhibit
reference and expressly made
7.1 Reports.ontracting Party shall periodically prepare and submit to the
Contract Officer, or ass d designee, such reports concerning Contracting Party's
performance of the Services required by this Agreement as the Contract Officer, or
assigned designee, shall require. Contracting Party hereby acknowledges that City is
greatly concerned about the cost of the Services to be performed pursuant to this
Agreement. For this reason, Contracting Party agrees that if Contracting Party becomes
aware of any facts, circumstances, techniques, or events that may or will materially
increase or decrease the cost of the Services contemplated herein or, if Contracting Party
is providing design services, the cost of the project being designed, Contracting Party
shall promptly notify the Contract Officer, or assigned designee, of said fact,
circumstance, technique, or event and the estimated increased or decreased cost related
thereto and, if Contracting Party is providing design services, the estimated increased or
decreased cost estimate for the project being designed.
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ATTACHMENT 1
7.2 Records. Contracting Party shall keep, and require any subcontractors to
keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports
(including but not limited to payroll reports), studies, or other documents relating to the
disbursements charged to City and the Services performed hereunder (the "Books and
Records"), as shall be necessary to perform the Services required by this Agreement and
enable the Contract Officer, or assigned designee, to evaluate the performance of such
Services. Any and all such Books and Records shall be maintained in accordance with
generally accepted accounting principles and shall be complete and detailed. The
Contract Officer, or assigned designee, shall have full and free access to such Books
and Records at all times during normal business hours of City, including the right to
inspect, copy, audit, and make records and transcripts from such Books and Records.
Such Books and Records shall be maintained for a period of three (3) years following
completion of the Services hereunder, and City shall have access to such Books and
Records in the event any audit is required. In the event of solution of Contracting
Party's business, custody of the Books and Records mayint g to City, and access
shall be provided by Contracting Party's successor re Under California
Government Code Section 8546.7, if the amount of is ds e nded under this
Agreement exceeds Ten Thousand Dollars ($10,000.00), A m t shall be subject
to the examination and audit of the State Auditor,A the req of City or as part of any
audit of City, for a period of three (3) years aftgf&3kaymjWt under this Agreement.
7.3 Ownership of Documents. Xd'OVinigs7specifications, maps, designs,
photographs, studies, surveys, data, no c uter files, reports, records, documents,
and other materials plans, drawings, a test data, survey results, models,
renderings, and other documents k thorship fixed in any tangible medium of
expression, including but not limite o, sisal drawings, digital renderings, or data
stored digitally, magnetically,rionalcompensation
er medium prepared or caused to be prepared
by Contracting Party, its emplcontractors, and agents in the performance of
this Agreement (the "D enerials") shall be the property of City and shall be
delivered to City up( e ntract Officer, or assigned designee, or upon
the expiration or t i ofment, and Contracting Party shall have no claim
for further employ t o as a result of the exercise by City of
its full rights of owne ip use, reuse, or assignment of the Documents and Materials
hereunder. Any use, re r assignment of such completed Documents and Materials
for other projects and/or use of uncompleted documents without specific written
authorization by Contracting Party will be at City's sole risk and without liability to
Contracting Party, and Contracting Party's guarantee and warranties shall not extend to
such use, revise, or assignment. Contracting Party may retain copies of such Documents
and Materials for its own use. Contracting Party shall have an unrestricted right to use
the concepts embodied therein. All subcontractors shall provide for assignment to City
of any Documents and Materials prepared by them, and in the event Contracting Party
fails to secure such assignment, Contracting Party shall indemnify City for all damages
resulting therefrom.
7.4 In the event City or any person, firm, or corporation authorized by City
reuses said Documents and Materials without written verification or adaptation by
Contracting Party for the specific purpose intended and causes to be made or makes any
ATTACHMENT 1
changes or alterations in said Documents and Materials, City hereby releases,
discharges, and exonerates Contracting Party from liability resulting from said change.
The provisions of this clause shall survive the termination or expiration of this Agreement
and shall thereafter remain in full force and effect.
7.5 Licensing of Intellectual Property. This Agreement creates a non-exclusive
and perpetual license for City to copy, use, modify, reuse, or sublicense any and all
copyrights, designs, rights of reproduction, and other intellectual property embodied in
the Documents and Materials. Contracting Party shall require all subcontractors, if any,
to agree in writing that City is granted a non-exclusive and perpetual license for the
Documents and Materials the subcontractor prepares under this Agreement. Contracting
Party represents and warrants that Contracting Party has the legal right to license any
and all of the Documents and Materials. Contracting Party makes no such representation
and warranty in regard to the Documents and Materials whicere prepared by design
professionals other than Contracting Party or provided to C r [ng Party by City. City
shall not be limited in any way in its use of the Docum s and terials at any time,
provided that any such use not within the purposes int a this eement shall be
at City's sole risk.
7.6 Release of Documents. The c ents n Materials shall not be
released publicly without the prior written a o ontract Officer, or assigned
designee, or as required by law. Contrac P sh not disclose to any other entity
or person any information regarding the iv of City, except as required by law or as
authorized by City.
7.7 Confidential or Per nfifx/inn Information. Contracting Party
covenants that all City data, d 'sts, de ecrets, documents with personal identifying
information, documents that a n records, draft documents, discussion notes, or
other information, if a eve d or received by Contracting Party or provided for
performance of this j Iee t e deemed confidential and shall not be disclosed by
Contracting Party rs or entity without prior written authorization by City or
unless required b w. i all grant authorization for disclosure if required by any
lawful administrative eg proceeding, court order, or similar directive with the force of
law. All City data, ists, trade secrets, documents with personal identifying
information, documents th are not public records, draft documents, discussions, or other
information shall be returned to City upon the termination or expiration of this Agreement.
Contracting Party's covenant under this section shall survive the termination or expiration
of this Agreement.
8. ENFORCEMENT OF AGREEMENT.
8.1 California Law. This Agreement shall be interpreted, construed, and
governed both as to validity and to performance of the parties in accordance with the laws
of the State of California. Legal actions concerning any dispute, claim, or matter arising
out of or in relation to this Agreement shall be instituted in the Superior Court of the County
of Riverside, State of California, or any other appropriate court in such county, and
In
ATTACHMENT 1
Contracting Party covenants and agrees to submit to the personal jurisdiction of such
court in the event of such action.
8.2 Disputes. In the event of any dispute arising under this Agreement, the
injured party shall notify the injuring party in writing of its contentions by submitting a claim
therefore. The injured party shall continue performing its obligations hereunder so long
as the injuring party commences to cure such default within ten (10) days of service of
such notice and completes the cure of such default within forty-five (45) days after service
of the notice, or such longer period as may be permitted by the Contract Officer, or
assigned designee; provided that if the default is an immediate danger to the health,
safety, or general welfare, City may take such immediate action as City deems warranted.
Compliance with the provisions of this Section shall be a condition precedent to
termination of this Agreement for cause and to any legal action, and such compliance
shall not be a waiver of any party's right to take legal action in a event that the dispute
is not cured, provided that nothing herein shall limit C' s ht to terminate this
Agreement without cause pursuant to this Article 8.0. rin t enod of time that
Contracting Party is in default, City shall hold all invoi a hall, en the default is
cured, proceed with payment on the invoices. In the a ati C' may, in its sole
discretion, elect to pay some or all of the outstandir&invoice g any period of default.
8.3 Retention of Funds. City
Contracting Party sufficient funds to comb
damages it reasonably believes were s
Party in the performance of the Services
8.4 Waiver. Node
non -defaulting party on any c
a waiver. City's consent or
consent or approval sh 1
to or approval of anIt y se
any default must i
the same or any orlr4Lr proiJI
0m any monies payable to
;ity f any losses, costs, liabilities, or
City due to the default of Contracting
>y this Agreement.
or in the exercise of any right or remedy of a
t sh im air such right or remedy or be construed as
p any act by Contracting Party requiring City's
emed to waive or render unnecessary City's consent
ct of Contracting Party. Any waiver by either party of
i shall not be a waiver of any other default concerning
of this Agreement.
8.5 Rights aMemedies are Cumulative. Except with respect to rights and
remedies expressly declaW to be exclusive in this Agreement, the rights and remedies
of the parties are cumulative and the exercise by either party of one or more of such rights
or remedies shall not preclude the exercise by it, at the same or different times, of any
other rights or remedies for the same default or any other default by the other party.
8.6 Legal Action. In addition to any other rights or remedies, either party may
take legal action, at law or at equity, to cure, correct, or remedy any default, to recover
damages for any default, to compel specific performance of this Agreement, to obtain
declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes
of this Agreement.
8.7 Termination Prior To Expiration of Term. This Section shall govern any
termination of this Agreement, except as specifically provided in the following Section for
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ATTACHMENT 1
termination for cause. City reserves the right to terminate this Agreement at any time,
with or without cause, upon thirty (30) days' written notice to Contracting Party. Upon
receipt of any notice of termination, Contracting Party shall immediately cease all
Services hereunder except such as may be specifically approved by the Contract Officer,
or assigned designee. Contracting Party shall be entitled to compensation for all
Services rendered prior to receipt of the notice of termination and for any Services
authorized by the Contract Officer, or assigned designee, thereafter in accordance with
the Schedule of Compensation or such as may be approved by the Contract Officer, or
assigned designee, except amounts held as a retention pursuant to this Agreement.
8.8 Termination for Default of Contracting Party. If termination is due to the
failure of Contracting Party to fulfill its obligations under this Agreement, Contracting Party
shall vacate any City -owned property which Contracting Party is permitted to occupy
hereunder and City may, after compliance with the provision f Section 8.2, take over
the Services and prosecute the same to completion by ct or otherwise, and
Contracting Party shall be liable to the extent that the I cost completion of the
Services required hereunder exceeds the compensati er sti u d (provided that
City shall use reasonable efforts to mitigate such damag an it ay withhold any
payments to Contracting Party for the purpose of toff or p ayment of the amounts
owed City.
8.9 Attorneys' Fees. If either pa to s Ag ement is required to initiate or
defend or made a party to any action p eding in any way connected with this
Agreement, the prevailing party in such a o ceeding, in addition to any other relief
which may be granted, whether I itable, shall be entitled to reasonable
attorneys' fees; provided, however, attorneys' fees awarded pursuant to this
Section shall not exceed the ra aid by City for legal services multiplied by the
reasonable number of hours s n prevailing party in the conduct of the litigation.
Attorneys' fees shall in
it
ys' fees on any appeal, and in addition a party entitled
to attorneys' fees sh be tl to all other reasonable costs for investigating such
action, taking dep iti nd iscovery, and all other necessary costs the court allows
which are incurred suc tion. All such fees shall be deemed to have accrued on
commencement of s ac ion and shall be enforceable whether or not such action is
prosecuted to judgment. court may set such fees in the same action or in a separate
action brought for that pur ose.
9. CITY OFFICERS AND EMPLOYEES; NONDISCRIMINATION.
9.1 Non -liability of City Officers and Employees. No officer, official, employee,
agent, representative, or volunteer of City shall be personally liable to Contracting Party,
or any successor in interest, in the event or any default or breach by City or for any amount
which may become due to Contracting Party or to its successor, or for breach of any
obligation of the terms of this Agreement.
9.2 Conflict of Interest. Contracting Party covenants that neither it, nor any
officer or principal of it, has or shall acquire any interest, directly or indirectly, which would
conflict in any manner with the interests of City or which would in any way hinder
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ATTACHMENT 1
Contracting Party's performance of the Services under this Agreement. Contracting Party
further covenants that in the performance of this Agreement, no person having any such
interest shall be employed by it as an officer, employee, agent, or subcontractor without
the express written consent of the Contract Officer, or assigned designee. Contracting
Party agrees to at all times avoid conflicts of interest or the appearance of any conflicts
of interest with the interests of City in the performance of this Agreement.
No officer or employee of City shall have any financial interest, direct or
indirect, in this Agreement nor shall any such officer or employee participate in any
decision relating to this Agreement which effects his financial interest or the financial
interest of any corporation, partnership or association in which he is, directly or indirectly,
interested, in violation of any State statute or regulation. Contracting Party warrants that
it has not paid or given and will not pay or give any third party any money or other
consideration for obtaining this Agreement.
9.3 Covenant against Discrimination. Contracti arty enants that, by and
for itself, its heirs, executors, assigns, and all persons ai un or through them,
that there shall be no discrimination against or segrega of, rson or group of
persons on account of any impermissible classifi tion incl , but not limited to, race,
color, creed, religion, sex, marital status, sexual ri ation, a ional origin, or ancestry in
the performance of this Agreement. Contr n P all take affirmative action to
ensure that applicants are employed and t e oyee are treated during employment
without regard to their race, color, tree li , sex, marital status, sexual orientation,
national origin, or ancestry.
10. MISCELLANEOUS PROVISA
10.1 Notice. Any noti% it request, consent, approval, or communication
either party desires ori uirgi a the other party or any other person shall be in
writing and either se ry pe �Te
or sent by prepaid, first-class mail to the address set
forth below. Either c its address by notifying the other party of the change
of address in writiSif
Notice all be deemed communicated forty-eight (48) hours from
the time of mailing ile s provided in this Section.
To City: To Contracting Party:
CITY OF LA QUINTA
Attention: City Manager's Office
78495 Calle Tampico
La Quinta, California 92253
10.2 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of this Agreement or any other rule of
construction which might otherwise apply.
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ATTACHMENT 1
10.3 Section Headings and Subheadings. The section headings and
subheadings contained in this Agreement are included for convenience only and shall not
limit or otherwise affect the terms of this Agreement.
10.4 Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original, and such counterparts shall constitute one and
the same instrument.
10.5 Integrated Agreement. This Agreement including the exhibits hereto is the
entire, complete, and exclusive expression of the understanding of the parties. It is
understood that there are no oral agreements between the parties hereto affecting this
Agreement and this Agreement supersedes and cancels any and all previous
negotiations, arrangements, agreements, and understandings, if any, between the
parties, and none shall be used to interpret this Agreement.
10.6 Amendment. No amendment to or mod ific of t Agreement shall be
valid unless made in writing and approved by Contrac ' P an the City Council
of City. The parties agree that this requirement for writte ific n annot be waived
and that any attempted waiver shall be void.
10.7 Severability. In the event th
sentences, clauses, paragraphs, or sect
declared invalid or unenforceable, such '
of the remaining articles, phrases, sent
Agreement which are hereby declas
the intent of the parties hereunde
invalidity deprives either pa o� a
Agreement meaningless.
r re of the articles, phrases,
tai7V in this Agreement shall be
or unenforceability shall not affect any
uses, paragraphs, or sections of this
Ce and shall be interpreted to carry out
valid provision is so material that its
benefit of their bargain or renders this
10.8 Unfair Winess Xactices Claims. In entering into this Agreement,
Contracting Party of ieW to assign to City all rights, title, and interest in and to
all causes of actiNBusi
m!Wapter
under Section 4 of the Clayton Act (15 U.S.C. § 15) or
under the Cartw2, (commencing with Section 16700) of Part 2 of
Division 7 of the s and Professions Code), arising from purchases of goods,
services, or materials re d to this Agreement. This assignment shall be made and
become effective at the time City renders final payment to Contracting Party without
further acknowledgment of the parties.
10.9 No Third -Party Beneficiaries. With the exception of the specific provisions
set forth in this Agreement, there are no intended third -party beneficiaries under this
Agreement and no such other third parties shall have any rights or obligations hereunder.
10.10 Authority. The persons executing this Agreement on behalf of each of the
parties hereto represent and warrant that (i) such party is duly organized and existing,
(ii) they are duly authorized to execute and deliver this Agreement on behalf of said party,
(iii) by so executing this Agreement, such party is formally bound to the provisions of this
Agreement, and (iv) that entering into this Agreement does not violate any provision of
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ATTACHMENT 1
any other Agreement to which said party is bound. This Agreement shall be binding upon
the heirs, executors, administrators, successors, and assigns of the parties.
[SIGNATURES ON FOLLOWING PAGE]
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J
ATTACHMENT 1
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
Bv:
JON McMILLEN, City Manager
City of La Quinta, California
Dated:
ATTEST:
MONIKA RADEVA, City Clerk
City of La Quinta, California
Name:
Title:
By: - —
Name: _
Tits
u
WILLIAM H. IHI11
City of La Quinta,
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ATTACHMENT 1
Exhibit A
Scope of Services
Services to be Provided:
[TO BE PROVIDED BY STAFF (include location of work)]
2. Performance Standards:
[TO BE PROVIDED BY STAFF]
[See Attached]
Exhibit A
Page 1 of 1 Last revised summer 2017
ATTACHMENT 1
Exhibit B
Schedule of Compensation
With the exception of compensation for Additional Services, provided for in
Section 2.3 of this Agreement, the maximum total compensation to be paid to Contracting
Party under this Agreement is not to exceed ($ )
("Contract Sum"). The Contract Sum shall be paid to Contracting Party in installment
payments made on a monthly basis and in an amount identified in Contracting Party's
schedule of compensation attached hereto for the work tasks performed and properly
invoiced by Contracting Party in conformance with Section 2. this Agreement.
Exhibit B
Page 1 of 1
ATTACHMENT 1
Exhibit C
Schedule of Performance
Contracting Party shall complete all services identified in the Scope of Services,
Exhibit A of this Agreement, in accordance with the Project Schedule, attached hereto
and incorporated herein by this reference.
nv
Exhibit C
Page 1 of 1
LIA
ATTACHMENT 1
Exhibit D
Special Requirements
[insert Special Requirements or indicate "None" if there are none]
Exhibit D
Page 1 of 1
ATTACHMENT 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 force and effect
providing insurance with minimum limits as indicated below and issued by insurers with
A.M. Best ratings of no less than A -VI:
Commercial General Liability (at least as broad as ISO CG 0001)
$1,000,000 (per occurrence)
$2,000,000 (general aggregate)
Must include the following endorsements:
General Liability Additional Insured
General Liability Primary and Non-contributory
Commercial Auto Liability (at least as broad as IS A 1)
$1,000,000 (per accident)
Auto Liability Additional Insured
Personal Auto Declaration Page if applicabl
Errors and Omissions Liability
$1,000,000 (per claim and aggreg )
Workers' Compensation
(per statutory requirements
Must include the folio 'ng e o ents:
Workers Compel
w Waiver of Subrogation
Workers Compe n claration of Sole Proprietor if applicable
Cyber Liability
$1,000,000 r o curre e)
$2,000,000 (g ra regate)
Contracting Party shall procure and maintain, at its cost, and submit
concurrently with its execution of this Agreement, Commercial General Liability insurance
against all claims for injuries against persons or damages to property resulting from
Contracting Party's acts or omissions rising out of or related to Contracting Party's
performance under this Agreement. The insurance policy shall contain a severability of
interest clause providing that the coverage shall be primary for losses arising out of
Contracting Party's performance hereunder and neither City nor its insurers shall be
required to contribute to any such loss. An endorsement evidencing the foregoing and
naming the City and its officers and employees as additional insured (on the Commercial
General Liability policy only) must be submitted concurrently with the execution of this
Agreement and approved by City prior to commencement of the services hereunder.
Exhibit E
Page 1 of 6
ATTACHMENT 1
Contracting Party shall carry automobile liability insurance of $1,000,000 per
accident against all claims for injuries against persons or damages to property arising out
of the use of any automobile by Contracting Party, its officers, any person directly or
indirectly employed by Contracting Party, any subcontractor or agent, or anyone for
whose acts any of them may be liable, arising directly or indirectly out of or related to
Contracting Party's performance under this Agreement. If Contracting Party or
Contracting Party's employees will use personal autos in any way on this project,
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.
Professional Liability or Errors and Omissions I LTr a as appropriate shall
be written on a policy form coverage specifically designe o prote gainst acts, errors
or omissions of the Contracting Party and "Covered Pro si SeNreent.
" as designated
in the policy must specifically include work performed un this The policy
limit shall be no less than $1,000,000 per claim din the gate. The policy must
"pay on behalf of the insured and must include sion tablishing the insurer's duty
to defend. The policy retroactive date sh a re the effective date of this
agreement. _
Contracting Party shall c yNkers' Compensation Insurance in
accordance with State Worker's C ns o ws with employer's liability limits no less
than $1,000,000 per accident or dis
Contracting Party I e and maintain Cyber Liability insurance with
limits of $1,000,000 pe�urre /loss which shall include the following coverage:
a. Lia ' Y g m the theft, dissemination and/or use of confidential or
pear Ily ' cable information; including credit monitoring and
regula fines arising from such theft, dissemination or use of the
confident ' ormation.
b. Network security liability arising from the unauthorized use of, access to,
or tampering with computer systems.
c. Liability arising from the failure of technology products (software) required
under the contract for Consultant to properly perform the services
intended.
d. Electronic Media Liability arising from personal injury, plagiarism or
misappropriation of ideas, domain name infringement or improper deep -
linking or framing, and infringement or violation of intellectual property
rights.
Exhibit E
Page 2 of 6
ATTACHMENT 1
e. Liability arising from the failure to render professional services.
If coverage is maintained on a claims -made basis, Contracting Party shall maintain such
coverage for an additional period of three (3) years following termination of the contract.
Contracting Party shall provide written notice to City within ten (10) working
days if: (1) any of the required insurance policies is terminated; (2) the limits of any of the
required polices are reduced; or (3) the deductible or self-insured retention is increased.
In the event any of said policies of insurance are cancelled, Contracting Party shall, prior
to the cancellation date, submit new evidence of insurance in conformance with this
Exhibit to the Contract Officer. The procuring of such insurance or the delivery of policies
or certificates evidencing the same shall not be construed as a limitation of Contracting
Party's obligation to indemnify City, its officers, employees, contractors, subcontractors,
or agents.
E.2 Remedies. In addition to any other remedie ity m have if Contracting
Party fails to provide or maintain any insurance polici or icy e rsements to the
extent and within the time herein required, City may, at it e o n:
a. Obtain such insurance and de t and tain the amount of the
premiums for such insurance from any sums tAgreement.
b. Order Contracting Pat work under this Agreement and/or
withhold any payment(s) which beco o Contracting Party hereunder until
Contracting Party demonstrates cc�ian u a requirements hereof.
C. Terminate thi reel nt'.w
Exercise any f the e medies, however, is an alternative to any other
remedies City may h Th bove remedies are not the exclusive remedies for
Contracting Party's f tain or secure appropriate policies or endorsements.
Nothing herein c in sh a construed as limiting in any way the extent to which
Contracting Party Id responsible for payments of damages to persons or
property resulting fro ontracting Party's or its subcontractors' performance of work
under this Agreement.
E.3 General Conditions Pertaining to Provisions of Insurance Coverage by
Contracting Party. Contracting Party and City agree to the following with respect to
insurance provided by Contracting Party:
1. Contracting Party agrees to have its insurer endorse the third party general
liability coverage required herein to include as additional insureds City, its officials,
employees, and agents, using standard ISO endorsement No. CG 2010 with an edition
prior to 1992. Contracting Party also agrees to require all contractors, and subcontractors
to do likewise.
2. No liability insurance coverage provided to comply with this Agreement shall
prohibit Contracting Party, or Contracting Party's employees, or agents, from waiving the
Exhibit E
Page 3 of 6
ATTACHMENT 1
right of subrogation prior to a loss. Contracting Party agrees to waive subrogation rights
against City regardless of the applicability of any insurance proceeds, and to require all
contractors and subcontractors to do likewise.
3. All insurance coverage and limits provided by Contracting Party and
available or applicable to this Agreement are intended to apply to the full extent of the
policies. Nothing contained in this Agreement or any other agreement relating to City or
its operations limits the application of such insurance coverage.
4. None of the coverages required herein will be in compliance with these
requirements if they include any limiting endorsement of any kind that has not been first
submitted to City and approved of in writing.
5. No liability policy shall contain any provision or Jefinition that would serve
to eliminate so-called "third party action over" claims, inclu i y exclusion for bodily
injury to an employee of the insured or of any contractor q&VubcorlWctor.
6. All coverage types and limits required are . t to ppJRval, modification
and additional requirements by the City, as the need arise C racting Party shall not
make any reductions in scope of coverage (e. iminatio of contractual liability or
reduction of discovery period) that may affec e n without City's prior written
consent.
7. Proof of compliance with s surance requirements, consisting of
certificates of insurance evidencin II th r es required and an additional insured
endorsement to Contracting Party' is ility policy, shall be delivered to City at or
prior to the execution of this eem a event such proof of any insurance is not
delivered as required, or in t h insurance is canceled at any time and no
replacement coverage i rov has the right, but not the duty, to obtain any
insurance it deems n s t rotect its interests under this or any other agreement
and to pay thepre i e ium so paid by City shall be charged to and promptly
paid by Contracts a y or ucted from sums due Contracting Party, at City option.
8. It is ac k ledged by the parties of this agreement that all insurance
coverage required to be ided by Contracting Party or any subcontractor, is intended
to apply first and on a primary, non-contributing basis in relation to any other insurance
or self-insurance available to City.
9. Contracting Party agrees to ensure that subcontractors, and any other party
involved with the project that is brought onto or involved in the project by Contracting
Party, provide the same minimum insurance coverage required of Contracting Party.
Contracting Party agrees to monitor and review all such coverage and assumes all
responsibility for ensuring that such coverage is provided in conformity with the
requirements of this section. Contracting Party agrees that upon request, all agreements
with subcontractors and others engaged in the project will be submitted to City for review.
10. Contracting Party agrees not to self -insure or to use any self-insured
retentions or deductibles on any portion of the insurance required herein (with the
Exhibit E
Page 4 of 6
ATTACHMENT 1
exception of professional liability coverage, if required) and further agrees that it will not
allow any contractor, subcontractor, Architect, Engineer or other entity or person in any
way involved in the performance of work on the project contemplated by this agreement
to self -insure its obligations to City. If Contracting Party's existing coverage includes a
deductible or self-insured retention, the deductible or self-insured retention must be
declared to the City. At that time the City shall review options with the Contracting Party,
which may include reduction or elimination of the deductible or self-insured retention,
substitution of other coverage, or other solutions.
11. The City reserves the right at any time during the term of this Agreement to
change the amounts and types of insurance required by giving the Contracting Party
ninety (90) days advance written notice of such change. If such change results in
substantial additional cost to the Contracting Party, the City will negotiate additional
compensation proportional to the increased benefit to City.
12. For purposes of applying insurance covera only, Agreement will be
deemed to have been executed immediately upon any rty eto t g any steps that
can be deemed to be in furtherance of or towards perfor e o is greement.
13. Contracting Party acknowledges a
Jr
at any actual or alleged
failure on the part of City to inform Cont non-compliance with any
insurance requirement in no way imposes y a ition obligations on City nor does it
waive any rights hereunder in this or an*h gard.
14. Contracting Party wilew gMired coverage annually as long as City,
or its employees or agents face an fr m operations of any type pursuant to this
agreement. This obligation a s w e he agreement is canceled or terminated for
any reason. Termination of t is not effective until City executes a written
statement to that effect.
15. Contr c Mall provide proof that policies of insurance required
herein expiring d t e ter of this Agreement have been renewed or replaced with
other policies provi a st the same coverage. Proof that such coverage has been
ordered shall be sub ted prior to expiration. A coverage binder or letter from
Contracting Party's insura a agent to this effect is acceptable. A certificate of insurance
and an additional insured endorsement is required in these specifications applicable to
the renewing or new coverage must be provided to City within five (5) days of the
expiration of coverages.
16. The provisions of any workers' compensation or similar act will not limit the
obligations of Contracting Party under this agreement. Contracting Party expressly
agrees not to use any statutory immunity defenses under such laws with respect to City,
its employees, officials, and agents.
17. Requirements of specific coverage features, or limits contained in this
section are not intended as limitations on coverage, limits or other requirements nor as a
waiver of any coverage normally provided by any given policy. Specific reference to a
Exhibit E
Page 5 of 6
ATTACHMENT 1
given coverage feature is for purposes of clarification only as it pertains to a given issue
and is not intended by any party or insured to be limiting or all-inclusive.
18. These insurance requirements are intended to be separate and distinct from
any other provision in this Agreement and are intended by the parties here to be
interpreted as such.
19. The requirements in this Exhibit supersede all other sections and provisions
of this Agreement to the extent that any other section or provision conflicts with or impairs
the provisions of this Exhibit.
20. Contracting Party agrees to be responsible for ensuring that no contract
used by any party involved in any way with the project reserves the right to charge City
or Contracting Party for the cost of additional insurance c verage required by this
agreement. Any such provisions are to be deleted with ref e to City. It is not the
intent of City to reimburse any third party for the of pling with these
requirements. There shall be no recourse against City pa entNJemiums or other
amounts with respect thereto.
21. Con
or loss against Cc
City assumes no
to monitor the har
Exhibit E
Page 6 of 6
ity of any claim
:his agreement.
ut not the duty)
olve City.
ATTACHMENT 1
Exhibit F
Indemnification
F.1 Indemnitv for the Benefit of Ci
a. Indemnification for Professional Liability. When the law establishes a
professional standard of care for Contracting Party's Services, to the fullest extent
permitted by law, Contracting Party shall indemnify, protect, defend (with counsel
selected by City), and hold harmless City and any and all of its officials, employees, and
agents ("Indemnified Parties") from and against any and all claims, losses, liabilities of
every kind, nature, and description, damages, injury (including, without limitation, injury
to or death of an employee of Contracting Party or of any subcontractor), costs and
expenses of any kind, whether actual, alleged or threatened, in luding, without limitation,
incidental and consequential damages, court costs, attorne s, litigation expenses,
and fees of expert consultants or expert witnesses incurr in co ction therewith and
costs of investigation, to the extent same are caused in of in by any negligent
or wrongful act, error or omission of Contracting Party, i cer g s, employees or
subcontractors (or any entity or individual that ontracti y shall bear the legal
liability thereof) in the performance of professiona rvices u der this agreement. With
respect to the design of public improvements o g Party shall not be liable for
any injuries or property damage resulting f th eus f the design at a location other
than that specified in Exhibit A without tf�w consent of the Contracting Party.
b. Indemnification fo her h Pfofessional Liability. Other than in the
performance of professional servic th full extent permitted by law, Contracting
Party shall indemnify, defenql4gith s selected by City), and hold harmless the
Indemnified Parties from an y liability (including liability for claims, suits,
actions, arbitration pro in dm istrative proceedings, regulatory proceedings,
losses, expenses or iso n ind, whether actual, alleged or threatened, including,
without limitation, . c a onsequential damages, court costs, attorneys' fees,
litigation expense and ee f expert consultants or expert witnesses) incurred in
connection therewit n sts of investigation, where the same arise out of, are a
consequence of, or are a way attributable to, in whole or in part, the performance of
this Agreement by Contra ng Party or by any individual or entity for which Contracting
Party is legally liable, including but not limited to officers, agents, employees, or
subcontractors of Contracting Party.
C. Indemnitv Provisions for Contracts Related to Construction (Limitation on
Indemnity). Without affecting the rights of City under any provision of this agreement,
Contracting Party shall not be required to indemnify and hold harmless City for liability
attributable to the active negligence of City, provided such active negligence is
determined by agreement between the parties or by the findings of a court of competent
jurisdiction. In instances where City is shown to have been actively negligent and where
City's active negligence accounts for only 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
ATTACHMENT 1
d. Indemnification Provision for Design Professionals.
1. Applicability of this Section F.1(d). Notwithstanding Section F.1(a)
hereinabove, the following indemnification provision shall apply to a Contracting Party
who constitutes a "design professional" as the term is defined in paragraph 3 below.
2. Scope of Indemnification. When the law establishes a professional
standard of care for Contracting Party's Services, to the fullest extent permitted by law,
Contracting Party shall indemnify and hold harmless City and any and all of its officials,
employees, and agents ("Indemnified Parties") from and against any and all losses,
liabilities of every kind, nature, and description, damages, injury (including, without
limitation, injury to or death of an employee of Contracting Party or of any subcontractor),
costs and expenses, including, without limitation, incidental and consequential damages,
court costs, reimbursement of attorneys' fees, litigation exp ses, and fees of expert
consultants or expert witnesses incurred in connectio ewith and costs of
investigation, to the extent same are caused by any ne ent o on,
act, error or
omission of Contracting Party, its officers, agents, em ee r sI
ntractors (or any
entity or individual that Contracting Party shall bear t gal bi thereof) in the
performance of professional services under thisreemen . respect to the design
of public improvements, the Contracting Part s I not a liable for any injuries or
property damage resulting from the reuse d t a location other than that
specified in Exhibit A without the written c ent the ontracting Party.
3. Design Profession i . As used in this Section F.1(d), the
term "design professional" shall b ite o nsed architects, registered professional
engineers, licensed professional la ors and landscape architects, all as defined
under current law, and as ma`mZ
%Lec7rom time to time by Civil Code § 2782.8.
F.2 Obli at' nJ".SecNwFnde7nnification Provisions. Contracting Party agrees
to obtain executed i4I51-mU1Jy,.a eements with provisions identical to those set forth
herein this Exhibi Perp
le to the Contracting Party, from each and every
subcontractor orNin'ty
rson or entity involved by, for, with or on behalf of
Contracting Partyance of this Agreement. In the event Contracting Party
fails to obtain suobligations from others as required herein, Contracting
Party agrees to bnsible according to the terms of this Exhibit. Failure of City
to monitor compliance with these requirements imposes no additional obligations on City
and will in no way act as a waiver of any rights hereunder. This obligation to indemnify
and defend City as set forth in this Agreement are binding on the successors, assigns or
heirs of Contracting Party and shall survive the termination of this Agreement.
Exhibit F
Page 2 of 2
ta
ATTACHMENT 2
INSURANCE REQUIREMENTS ACKNOWLEDGEMENT
I,
confirm that
Must be executed by proposer and submitted with the proposal
(name) hereby acknowledge and
(name of company) has reviewed
the City's indemnification and minimum insurance requirements as listed in Exhibits E and
F of the City's Agreement for Contract Services (Attachment 1); and declare that insurance
certificates and endorsements verifying compliance will be provided if an agreement is
awarded.
Iam
of
(Title)
(Company)
Page 11 of 13
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
Cyber Liability in the amount of $1,000,000 per occurrence
Umbrella or Excess Liability may be used to meet policy limits
Page 11 of 13
I,
Iam
ta
v:Ll 11 l��L\I
ATTACHMENT 3
NON -COLLUSION AFFIDAVIT FORM
Must be executed by proposer and submitted with the proposal
(Title)
of
(name) hereby declare as follows:
(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 12 of 13
ta
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 13 of 13