RFP Cultural Campus - Lumber Yard Bldg Structural Eng Assessmentt(v Qab(r(v
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REQU
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PROFESSIONAL STRUCTURAL
ENGINEERING SERVICES
CULTURAL CAMPUS PROJECT 2019-01
DUE BY:
DECEMBER 18, 2023
BY 5 P.M.
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REQUEST FOR PROPOSALS / QUALIFICATIONS
PROFESSIONAL STRUCTURAL ENGINEERING SERVICES
CULTURAL CAMPUS PROJECT
PROJECT No.: 2019-01
The City of La Quinta (City) is requesting proposals from qualified Professional Engineering
Consultants to conduct a seismic and structural evaluation of the City owned Lumber Yard Building
to identify any potential risks and vulnerabilities that may exist and to provide recommendations or
options for mitigating these risks, to meet current building standards. for the La Quinta Cultural
Campus Project No. 2019-01.
Project/Services Title: Cultural Campus — Lumber Yard Building Structural Assessment
Issue Date: November 20, 2023
DUE DATE: December 18, 2023
Requesting Department: Public Works Department
GENERAL TERMS AND CONDITIONS
SUBMISSION REQUIREMENTS
Proposals can be submitted via email, hand delivery, or mail. All proposals must bear original or
electronic signatures.
Submit one (1) paper original in a sealed envelope and email an electronic original, AND as a
single document in a .PDF format, to the following contact:
City of La Quinta
Attn: Julie Mignogna, Management Analyst, Public Works Department
78495 Calle Tampico
La Quinta, California 92253
Tel: (760)777-7041
Email: imignogna .laguintaca.gov
Email Subject: RFP — Lumberyard Structural — Cultural Campus — 2019-01
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. QUESTIONS or REQUESTS FOR CLARIFICATIONS
A Pre -Proposal Conference will be held on Wednesday, November 29, 2023 from 2:00 pm to 3:00
pm via ZOOM:
s://us06web.zoom.us/i/7375521275?r)wd=N25uQOlvTmIQNERKdOsval QrUX15QT09
Any requests for clarification or other questions concerning this RFP must be submitted in writing by
December 11, 2023; and sent via email to Julie Mignogna, Management Analyst, Public
Works Department, jmignogna(a-_)laquintaca.qov
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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 treasonably 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.
5. MODIFICATIONS AND WITHDRAWALS OF SUBMITTED PROPOSALS
Proposer may withdraw proposals prior to the Submittal Deadline by submitting a written request
to Bryan McKinney, P.E., Public Works Director/City Engineer at bmckinney(a_laquintaca.gov.
Withdrawn proposals will be returned unopened.
Proposers may modify proposals prior to the Submittal Deadline by withdrawing their proposal as
noted above and re -submitting anew before the Submittal Deadline.
6. ADDENDA
The City may modify this RFP, any of its key action dates, or any of its attachments, prior to the
submittal deadline. Addenda will be numbered consecutively and noted following the RFP title. It is
the proposer's responsibility to ensure they have incorporated all addenda. Failure to acknowledge
and incorporate addenda will not relieve the proposer from the responsibility to meet all terms and
conditions of the RFP and any subsequent addenda.
7. REJECTION OF PROPOSALS
The City may reject any or all proposals in whole or in part for any reason, including suspicion of
collusion among proposers, and may waive any immaterial deviation in a proposal. The City's
waiver of an immaterial defect shall in no way modify the RFP as published or excuse the proposer
from full compliance with the specifications if he/she is awarded the agreement. Proposals referring
to terms and conditions other than the City's terms and conditions as listed in the RFP, may be
rejected as being non-responsive.
The City may conduct an investigation as deemed necessary to determine the ability of the proposer
to perform the work, and the proposer shall furnish to the City all such information and data for this
purpose as requested by the City. The City reserves the right to reject any proposal if the evidence
submitted by, or investigation of, such proposer fails to satisfy the City that such proposer is properly
qualified to carry out the obligations of the agreement and to complete the work specified.
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8. CANCELLATION OF RFP
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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.
Protest procedures and dispute resolution process per 2 CFR Part 200.318(k), 2 CFR 172.5(c)(18).
10. NEGOTIATIONS AND FINAL AGREEMENT
The City's Agreement for Contract Services is enclosed as Attachment 1 for review prior to
submitting a proposal. An agreement will not be binding or valid with the City unless and until it is
executed by authorized representatives of the City and of the selected proposer. At the discretion of
the City, any or all parts of the successful proposal shall be made a binding part of the agreement.
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
Work 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 2. 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 Agreement for Contract Services. Should negotiations
with the top-ranked firm dissolve, the City of La Quinta will open the Cost Proposal 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 Agreement for Contract Services (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.
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13. RFP TIMELINE
RFP Issue Date:
November 20, 2023
Deadline for Proposers' Questions:
December 11, 2023
Pre -Proposal Conference (via ZOOM):
htt s://us06we b. zoom.us/'/7375521275? pwd
November 29, 2023
2:00 pm to 3:00 pm PST
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Proposals Submittal Deadline:
December 18, 2023 by 5:00 pm PST
Complete Evaluations of Proposals:
December 19 — December 22, 2023
Agreement Negotiations and Signing, Proof
of Insurance Coverage, Forms 700:
January 2 — January 9, 2024
City Council Consideration and Approval:
January 16, 2024
Agreement Effective Date and
Project Start Date
January 22, 2024
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 December 19, 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.
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16. INSURANCE REQUIREMENTS and ACKNOWLEDGEMENT
Proposals must include a completed "Insurance Requirements Acknowledgment" form included as
Attachment 3 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.
17. NON -COLLUSION AFFIDAVIT
Proposals must include an executed Non -Collusion Affidavit, included as Attachment 4, 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. 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
Commercial General Liability (at least as broad as ISO CG 0001)
$1,000,000 (per occurrence); $2,000,000 (general aggregate)
Must include the following endorsements:
General Liability Additional Insured
General Liability Primary and Noncontributory
Commercial Auto Liability (at least as broad as ISO CA 0001)
$1,000,000 (per accident)
Personal Auto Declaration Page if applicable
Errors and Omissions Liability $1,000,000 (per claim and aggregate)
Worker's Compensation (per statutory requirements)
Must include the following endorsements:
Worker's Compensation Waiver of Subrogation
Worker's Compensation Declaration of Sole Proprietor if applicable
17. NON -COLLUSION AFFIDAVIT
Proposals must include an executed Non -Collusion Affidavit, included as Attachment 4, 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. 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.
REQUESTED SERVICES
The City of La Quinta (City) is requesting proposals from qualified Professional Engineering
Consultants to conduct a seismic and structural evaluation of the City owned Lumber Yard Building
to identify any potential risks and vulnerabilities that may exist and to provide recommendations or
options for mitigating these risks, to meet current building standards. for the La Quinta Cultural
Campus Project No. 2019-01.
I. INTRODUCTION
The City of La Quinta has recently completed a Master Plan for a new Cultural Campus that
incorporates their museum property, lumberyard property, and a vacant parcel. The lumberyard
property includes a two-story building that was built in 1935 and encompasses 3,360 gross square
feet (GSF) (total including both floors).
The lumberyard building had an Earthquake Hazard Report completed in 1988 that assessed the
building needing to be retrofitted. In 1997 a permit was issued for seismic retrofits. In 2018, the City
acquired this property. In 2022, during the Master Plan Phase for the Cultural Campus a Structural
Engineering Assessment was completed that recommended additional seismic investigation. It is
currently understood that the challenges with the building include ADA compliance, structural
integrity, overhang issues, and size limitations.
The Master Plan recommends that if this building can be retrofitted it should be utilized for activities
such as education programming or event support.
Additionally, the City has completed a Lead and Asbestos Report showing that there is lead present
in some paint on the property. Any removals shall be tested and disposed of in accordance with State
and Local Laws and Regulations. The report is attached to this RFP.
II. PROJECT DESCRIPTION
The purpose of this evaluation is to identify any potential risks and vulnerabilities that may exist in the
lumberyard building, and to provide recommendations or options for mitigating these risks, to meet
current building standards.
The evaluations should include a feasibility and cost analysis of potential building upgrades and
improvements compared to new construction. The evaluations should include recommendations to
assist the City in understanding the long-term feasibility and upgrade potential of these buildings to
guide space, facility, and community planning.
The proposed building intended use is event space with the potential to be used as storage space.
The building would most likely be a Risk Category II since it is not our intention for it to be an Essential
Facility (Category IV) nor is it large enough to have the occupants necessary for Assembly (Category
III).
III. SCOPE OF SERVICES
Interested firms shall address in their qualification statements, their ability to provide the following
services if selected by the City.
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Task 1. Structural Assessment
• The consultant will perform a site visit to determine the existing conditions. There are
no available record drawings for the building beyond the current reports prepared.
• The consultant will perform structural seismic evaluation compliance with the California
Existing Building Code Section 304 - STRUCTURAL DESIGN LOADS AND
EVALUATION AND DESIGN PROCEDURES.
• The consultant will perform additional specific structural seismic evaluation for the items
found to be deficient in the initial evaluation. A computer model of the structure would
be developed to evaluate the seismic response of the buildings to assist in evaluating
the components identified as deficient. In addition to potential deficiencies identified as
a result of the in depth evaluation, identify potential structural upgrades required.
• The consultant will perform an assessment to determine the current building code
deficiencies and provide recommendations to bring the building into compliance.
Deliverable(s): Prepare a report of the findings stamped by a CA licensed Structural
Engineer.
Task 2. Future Buildina Uses
Provide feasibility and cost analysis of potential building upgrades and
improvements compared to new construction.
Provide long-term feasibility and upgrade potential to guide the City for space,
facility, and community planning.
Deliverable(s): Prepare a exhibit level drawings on proposed modifications to the building
and prepare cost estimates for proposed work including a estimate to replace the building.
It is anticipated that there may be at least three options for the proposed work with
corresponding estimates.
IV. 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.
The City is seeking a separate Work Proposal and a separate Cost Proposal. They should be
submitted in separate envelopes clearly marked with the consultant's name, address, phone number
and email address. Given that this is a solicitation for professional services, the City will rank the
proposals based upon qualifications and then consider cost. Only one proposal per consultant will
be considered.
All proposals shall be enclosed in sealed envelopes (Work Proposal and Cost Proposal respectively)
with the words clearly written on the front, "SEALED BID — CULTURAL CAMPUS — 2019-01 —
PROFESSIONAL STRUCTURAL ENGINEERING SERVICES - DO NOT OPEN WITH REGULAR
MAIL."
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All proposals shall be firm offers subject to acceptance by the City and may not be withdrawn for a
period of 180 calendar days following the last day to accept proposals. Proposals may not be
amended after the due date except by consent of the City. All proposals must clearly address all of
the requirements outlined in this RFP.
Proposal packages are to be submitted to the City on/or before Monday, December 18, 2023 at/or
before 5:00 p.m. Proposals received after the stated deadline shall not be accepted. Proposal
packages are to be delivered to:
Julie Mignogna
Management Analyst, Public Works Department
City of La Quinta
78-495 Calle Tampico
La Quinta, CA 92253
All questions must be submitted in writing to the City via email to Julie Mignogna at
jmignogna(c)_laguintaca.gov on/or before December 11, 2023 at/or before 5:00 p.m.
All prime consultants that intend to submit a proposal shall notify Julie Mignogna, at
0mignogna .laguintaca.gov, by December 11, 2023, at/or before 5:00 p.m., of the intend to submit a
proposal. The subject line for the email shall read "Cultural Campus Structural Engineering: Intent to
Submit Proposal". The email shall include the consultant's name and email address that should be
used for any RFP addenda.
Consultants are encouraged to keep their proposals brief and relevant to the specific work required.
Each proposal shall be limited to thirty (30) pages with a minimum 10pt font and must include a
minimum of three (3) references, which include the address, telephone number, and email address
of each reference. Resumes and brochures may be added, provided they are located in the appendix
at the back of the proposal. Should the proposer have concerns about meeting any noted
requirements, the proposer shall include a clearly labeled subsection in the appendices with individual
statements specifically identifying the concerns and exceptions.
The following are NOT included in the 20 -page count:
(1) Transmittal letter
(2) Table of contents
(3) Appendices
(4) Signed Non -Collusion Affidavit Form
(5) Insurance Acknowledgement
Proposals shall include the following:
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.
Work Proposal (envelope 1) - submit 1 bound copy and 1 electronic PDF via USB drive or
email
A. Cover Letter
(1) The name, address, and phone number of the consultant's contact person for the
remainder of the selection process.
(2) Any qualifying statements or comments regarding the consultant's proposal, the
information provided in the RFP or the proposed Agreement for Contract Services.
(3) Identification of sub -consultants and their responsibilities.
B. Statement of Qualifications
(1) A listing of proposed project personnel, including personal experiences and individual
resumes for prime and sub -consultants.
(2) Consultant's and sub -consultant experience with similar work, including names and
current phone numbers of reference for listed projects.
C. Project Understanding and Approach - A description of your project understanding and how
you will approach the project.
D. Scope of Work Program - A description of the tasks, sub -tasks, and deliverables that will
be provided. The Scope of Work Program should be presented in a logical format that can
be easily attached to the Agreement for Contract Services.
E. Project Schedule - A comprehensive Critical Path Method (CPM) schedule is to be
submitted describing the nature and scheduling of proposed tasks and reflecting January
22, 2024, as the start date.
F. Appendices
(1) Signed Non -Collusion Affidavit Form (See Attachment 4).
(2) Insurance Acknowledgement - signed acknowledgement(s) through which each
insurance carrier that will issue any policy required in the Insurance Provisions, shall
acknowledge, warrant and represent that it possesses the ability to and shall furnish
all the insurance endorsements prescribed in the Insurance Provisions (See
Attachment 3).
(3) Additional Staff resumes or supporting documentation.
(4) Addenda Acknowledgement (See Attachment 7).
2. Cost Proposal (envelope 2) — Submit one (1) hard copy
(Do NOT submit cost proposal electronically)
Task Based Detailed Cost Estimate
The method of payment will be Lump Sum. The consultant is to submit a detailed cost proposal
for all services and materials anticipated in completing the project. Person -hours and extended
billing rates per classification of personnel will be indicated for each task and/or sub -task defined.
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ATTACHMENTS
1. Sample Agreement for Contract Services
Any exceptions to standard contract must be submitted with the proposal for consideration
2. Insurance Requirements Acknowledgement
Must be executed by proposer and submitted with the proposal
3. Non -Collusion Affidavit
Must be executed by proposer and submitted with the proposal
4. Addenda Acknowledgement
Must be executed by proposer and submitted with the proposal
5. Proposal Evaluation Form
For information only
LINKS
Initial HGA Assessment
Earthquake Hazard Report
Structural Calculations 1997
Seismic Retrofit 1997
Lead and Asbestos Report
_CAIHoRNI_
ATTACHMENT 1
Sample Agreement for Contract Services
AGREEMENT FOR CONTRACT SERVICES
THIS AGREEMENT FOR CONTRACT SERVICES (the "Agreement") is made and
entered into by and between the CITY OF LA QUINTA, ("City"), a California municipal
corporation, and Name[insert the type of business entity, e.g. sole proprietorship, CA
Limited Liability Corp, an S Corp.] ("Contracting Party"). The parties hereto agree as
follows:
1. SERVICES OF CONTRACTING PARTY.
1.1 Scope of Services. In compliance with all terms a on s of this
Agreement, Contracting Party shall provide Professional Structural En g Servic
for the Cultural Campus Project 2019-01, as specified in the "Scope of Se s" att
hereto as "Exhibit A" and incorporated herein by is reference (th s").
Contracting Party represents and warrants that Contr Party is a provi first-
class work and/or services and Contracting ParJirfo
fenced in pe orming the
Services contemplated herein and, in light of xperien ontracting
Party covenants that it shall follow industry st rr he ices required
hereunder, and that all materials, if anybed qua or the purpose
intended. For purposes of this Agreeme e phdustry st dards" shall mean
those standards of practice recogniz i by o first-class firms performing similar
services under similar circumstanc
1.2 Compliance with Law.
in accordance with all ordi ances,
the City and any FederaJ� r I
1.3 V
Federal, State,
Rfted hereunder shall be provided
u , rules, regulations, and laws of
tal agency of competent jurisdiction.
tracting Party shall comply with applicable
1.4 Li its F d Assessments. Except as otherwise specified
herein, Contracti Part in its sole cost and expense such licenses, permits,
and approvals as b ui law for the performance of the Services required by
this ent, in a City of La Quinta business license. Contracting Party and its
C agents, d subcontractors shall, at their sole cost and expense, keep in
at all ti dur the term of this Agreement any licenses, permits, and approvals
re ire r the performance of the Services required by this Agreement.
Part all ave the sole obligation to pay for any fees, assessments, and
plus appli le penalties and interest, which may be imposed by law and arise
from or re n ary for the performance of the Services required by this Agreement,
and s nify, defend (with counsel selected by City), and hold City, its elected
officials, o icers, 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 thi greement.
Should Contracting Party discover any latent or unknown conditions m Ily differing
from those inherent in the Services or as represented by City, Con g Party shall
immediately inform City of such fact and shall not proceed except ntractin rty's
risk until written instructions are received from the Contract er, or igned
designee (as defined in Section 4.2 hereof).
1.6 Standard of Care. Contracting Party acknowledges and u tand t
the Services contracted for under this Agreement req specialized skills ties
and that, consistent with this understanding, Contracti rty's work will be to an
industry standard of quality and workmanship. Co ' ten Section 1.5 reinabove,
Contracting Party represents to City that it hold sar s and es to satisfy
the industry standard of quality as set forth ' is Ag ent. ng Party shall
adopt reasonable methods during the f this ement nish continuous
protection to the Services performed by C cting and the a uipment, materials,
papers, and other componentsth f to sses or damages, and shall be
responsible for all such damages, t ns or erty, until acceptance of the Services
by City, except such losses or dam ma aused by City's own negligence.
The performance of Services by Contr n y sh t relieve Contracting Party from
any obligation to correct incomplet ' a te, o defective work at no further cost
to City, when such inac a due the . ence of Contracting Party.
1.7 Additional Se nce with the terms and conditions of this
Agreement, Co cting Party erfor ervices in addition to those specified in the
Scope of Sery itional S s") only when directed to do so by the Contract
Officer, or assi d pro d that Contracting Party shall not be required to
perform any Ad nal 'thout compensation. Contracting Party shall not
perform any Addit ices til receiving prior written authorization (in the form of
a ange o Contracting Party is a contractor performing the Services) from
ontract Officer, assigned designee, incorporating therein any adjustment in
the Co u nd/or (ii) the time to perform this Agreement, which said
us are bje to the written approval of Contracting Party. It is expressly
od by C acting Party that the provisions of this Section shall not apply to the
Services specif' y set forth in the Scope of Services or reasonably contemplated
therei ifically understood and agreed that oral requests and/or approvals of
Addition ices 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 expressl ade a part
hereof. In the event of a conflict between the provisions of the Special Re ments and
any other provisions of this Agreement, the provisions of the Special rements shall
govern. A&
2. COMPENSATION
2.1 Contract Sum. For the Services rendered pursuant to gree ,
Contracting Party shall be compensated in accordance ith "Exhibit B" (the of
Compensation") in a total amount not to exceed ollars
($ ). (the "Contract Sum"), except as provided ction 1.7. T method of
compensation set forth in the Schedule of C do inc IL
lump sum
payment upon completion, payment in accor e wi e pe a completion of
the Services, payment for time and m s base pon C ng Party's rate
schedule, but not exceeding the Contract or suc er reason e methods as may
be specified in the Schedule of Co ens Contract Sum shall include the
attendance of Contracting Party at e s reasonably deemed necessary by
City; Contracting Party shall not be to an itional compensation for attending
said meetings. Compensation may eim ment for actual and necessary
expenditures for reproduc 'on costs, t sp ion e ense, telephone expense, and
similar costs and expe n and pe in the Schedule of Compensation.
Regardless of the metho ati set h in the Schedule of Compensation,
Contracting Party's overall c en II not exceed the Contract Sum, except as
provided in Sec' 1.7 of this men .
2.2 M o & Pa t. Any month in which Contracting Party wishes
to receive pay Co a y shall submit to City no later than the tenth
(10th) working da mon n the form approved by City's Finance Director, an
inv ' ervice ered prior to the date of the invoice. Such invoice shall specify
sta member has provided Services and the number of hours assigned to each
ch staff r. h invoice shall contain a certification by a principal member of
ntra pe ing that the payment requested is for Services performed in
e with terms of this Agreement. Upon approval in writing by the Contract
Officer, or assi designee, and subject to retention pursuant to Section 8.3, City will
pay Co ac ' rty for all items stated thereon which are approved by City pursuant to
this A no later than thirty (30) days after invoices are received by the City's
Finance Department.
2.3 Compensation for Additional Services. Additional Services approved in
advance by the Contract Officer, or assigned designee, pursuant to Section 1.7 of this
Agreement shall be paid for in an amount agreed to in writing by both City and Contracting
Party in advance of the Additional Services being rendered by Contracting Party. Any
-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 Service§&nless prior
written approval for the Additional Services is obtained from theCon Officer, or
assigned designee, pursuant to Section 1.7 of this Agreement. _
PERFORMANCE SCHEDULE.
3.1 Time of Essence. Time is of the essence in the pam
Agreement. If the Services not completed in accordance with th
Performance, as set forth in Section 3.2 and "Exhibit C" is understood th
suffer damage.
3.2 Schedule of Performance. Al s7 red p nt to this
Agreement shall be performed diligently and the a pe st ed in "Exhibit
C" (the "Schedule of Performance"). E ions to time specified in the
Schedule of Performance may be ap d in w ' by the ntract Officer, or
assigned designee.
3.3 Force Majeure. The ti od s d in the Schedule of Performance
for performance of the Services rend uan is Agreement shall be extended
because of any delays du to unfores bl ses and the control and without the
fault or negligence of C Party, lu ut not restricted to, acts of God or of
the public enemy, fires, s, f s, a emic, quarantine restrictions, riots,
strikes, freight embargoes, vernmental agency other than City, and
unusually sever weather, i ntrac arty shall within ten (10) days of the
commenceme h delay the Contract Officer, or assigned designee, in
writing of the c e elay. Contract Officer, or assigned designee, shall
ascertain the fa and o delay, and extend the time for performing the
Services for the p d e fo delay when and if in the Contract Officer's judgment
su 's justifi d the Contract Officer's determination, or assigned designee,
e al and c lusive upon the parties to this Agreement. Extensions to time
riod in th du Performance which are determined by the Contract Officer, or
sig e, be justified pursuant to this Section shall not entitle the
g Party additional compensation in excess of the Contract Sum.
4 Unless earlier terminated in accordance with the provisions in
Article Agreement, the term of this agreement shall commence on January 22,
2024, and terminate on June 30, 2025 ("Initial Term"). This Agreement may be extended
for two (2) additional one (1) year terms upon mutual agreement by both parties
("Extended Term"), and executed in writing.
-4-
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:
It is expressly understood that the experie
reputation of the foregoing Principals were a substanti
this Agreement. Therefore, the foregoing Princip
of this Agreement for directing all activities o
time to personally supervise the Services rider.
the foregoing Principals may not be chan y ContrE
may be assigned to perform the Services r ed
approval of City. _
4.2 Contract Officer. 1
Facilities Management Analyst,
by the City Manager oft
t .
that the Contract Officer,
performance of the Servic
be made by City to the Co
specified herei approval o
Contract Office ed des
shall have authc
out the terms of
knowledge, capq
W,ement for City to
raiqWna a ng surricieni
Ir purpIlRbidpis Agreement,
g Party a o other personnel
der without the express written
jN
l a maybe designated in writing
cting Party's responsibility to assure
kept informed of the progress of the
Party shall refer any decisions, that must
assigned designee. Unless otherwise
I
d hereunder shall mean the approval of the
The Contract Officer, or assigned designee,
on behalf of City required hereunder to carry
Prohi Against Subcontractingor Assi nment. The experience,
I ca abili and reputation of Contracting Party, its principals, and its
ploye su ntial inducement for City to enter into this Agreement. Except
in th gr ement, Contracting Party shall not contract or subcontract with
a er entity t rform in whole or in part the Services required hereunder without the
express writte roval of City. In addition, neither this Agreement nor any interest
herein transferred, assigned, conveyed, hypothecated, or encumbered,
voluntan y 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 se orth herein.
City shall have no voice in the selection, discharge, supervision, or contr, ontracting
Party's employees, servants, representatives, or agents, or in fixing the' ber or hours
of service. Contracting Party shall perform all Services required her an ind dent
contractor of City and shall remain at all times as to City a wholly i enden tractor
with only such obligations as are consistent with that role. Contrac a all not a
any time or in any manner represent that it or any of its agents or emp are age
or employees of City. City shall not in any way or for any purpose becom e de d
to be a partner of Contracting Party in its business or erwise or a joint or a
member of any joint enterprise with Contracting Party. tracting Party sha ve no
power to incur any debt, obligation, or liability on alf o Contracti Party shall
not at any time or in any manner represent th of i ents o loyees are
agents or employees of City. Except for th tract pai cting Party as
provided in this Agreement, City shall not salaries, ges, or compensation to
Contracting Party for performing the Sery ereu for City. Ci y shall not be liable
for compensation or indemnificationALontr y for injury or sickness arising out
of performing the Services hereun twit ding any other City, state, or federal
policy, rule, regulation, law, or ordina e co , Contracting Party and any of its
employees, agents, and subcontracto r g se under this Agreement shall not
qualify for or become entitwiLt.0 any co ns ben it, or any incident of employment
by City, including but n eligi to I in the California Public Employees
Retirement System ("PER s I e of ity and entitlement to any contribution
to be paid by City for emplo on and/or employee contributions for PERS
benefits. Con ing Party s to all required taxes on amounts paid to
Contracting Pa is Agre t, and to indemnify and hold City harmless from
any and all taxe
of the independe
ss pen s, and interest asserted against City by reason
ontr ship created by this Agreement. Contracting Party
workers compensation laws regarding Contracting Party and
loyees. Contracting Party further agrees to indemnify and hold
failure of Contracting Party to comply with applicable workers'
shall have the right to offset against the amount of any payment
�a under this Agreement any amount due to City from Contracting
ontracting Party's failure to promptly pay to City any reimbursement
rising under this Section.
4qT111111111111111IFTUentity 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 under t reement and
throughout the duration of the term of this Agreement, Contractin y shall cure
and maintain, at its sole cost and expense, and submit concurren ith its a ion of
this Agreement, policies of insurance as set forth in "Exhibit th surance
Requirements") which is incorporated herein by this reference and exp ade a p
hereof.
5.2 Proof of Insurance. Contracting Party sh vide Certificate orance
to Agency along with all required endorsements. icate of In rance and
endorsements must be approved by Agency's age r to co cement of
performance.
6. INDEMNIFICATION.
6.1 Indemnification. To t lest ermitted by law, Contracting Party
shall indemnify, protect, defend (wit el s d by City), and hold harmless City
and any and all of its officers, emplo nts, olunteers as set forth in "Exhibit
F" ("Indemnification") which is incorpo d n by reference and expressly made
a part hereof. _
7. RECORDS AND
7.1 ContradlWarty Mall periodically prepare and submit to the
ContractOffic ed de e, such reports concerning Contracting Party's
performance of Se uir by this Agreement as the Contract Officer, or
assigned desig , s e ontracting Party hereby acknowledges that City is
grea cerned the cos of the Services to be performed pursuant to this
. For thi ason, Contracting Party agrees that if Contracting Party becomes
re of an acts, umstances, techniques, or events that may or will materially
r e a s e e t ost of the Services contemplated herein or, if Contracting Party
desi se ices, the cost of the project being designed, Contracting Party
S romptly fy the Contract Officer, or assigned designee, of said fact,
circumstance, ique, or event and the estimated increased or decreased cost related
theret ntracting Party is providing design services, the estimated increased or
decrease cost estimate for the project being designed.
7.2 Records. Contracting Party shall keep, and require any subcontractors to
keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports
(including but not limited to payroll reports), studies, or other documents relating to the
disbursements charged to City and the Services performed hereunder (the "Books and
Records"), as shall be necessary to perform the Services required by this Agreement and
-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 Books d Records.
Such Books and Records shall be maintained for a period of three (3 s following
completion of the Services hereunder, and City shall have access t ch Books and
Records in the event any audit is required. In the event of diss n of Co cting
Party's business, custody of the Books and Records may be giv City, access
shall be provided by Contracting Party's successor in interest. Californi
Government Code Section 8546.7, if the amount of public funds exp Vde
Agreement exceeds Ten Thousand Dollars ($10,000.00), this Agreement t
to the examination and audit of the State Auditor, at t quest of City oray
audit of City, for a period of three (3) years after final pa t under this Ag
7.3 Ownership of Documents. All spe Ves,
s, designs,
photographs, studies, surveys, data, notes, uter repdocuments,
and other materials plans, drawings, ates, to ata, s, models,
renderings, and other documents or work uthor fixed in any tangible medium of
expression, including but not limite , ph I Ings, digital renderings, or data
stored digitally, magnetically, or in er m prepared or caused to be prepared
by Contracting Party, its employees, trac nd agents in the performance of
this Agreement (the "Documents and a sha he property of City and shall be
delivered to City upon re t of the t icer, r assigned designee, or upon
the expiration or termina Agre nt, ontracting Party shall have no claim
for further employment or i satio as a result of the exercise by City of
its full rights of ownership u us ignment of the Documents and Materials
hereunder. An reuse or nmen such completed Documents and Materials
for other proj r use completed documents without specific written
authorization b on arty be at City's sole risk and without liability to
Contracting Part d arty's guarantee and warranties shall not extend to
such revise, o ment. ontracting Party may retain copies of such Documents
als for it n use. Contractina Partv shall have an unrestricted right to use
;nt to City
ting Party
damages
e event City or any person, firm, or corporation authorized by City
reuses WIPM56cuments 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 Agreemen Contracting
Party represents and warrants that Contracting Party has the legal rig .cense any
and all of the Documents and Materials. Contracting Party makes no s epresentation
and warranty in regard to the Documents and Materials which wer pared sign
professionals other than Contracting Party or provided to Contrac arty b Y. City
shall not be limited in any way in its use of the Documents and I any time
provided that any such use not within the purposes intended by this A ent shat
at City's sole risk.
7.6 Release of Documents. The Docume nd Materials Nshot be
released publicly without the prior written approv the rVOfficerassigned
designee,or as required by law. Contracting no ther entity
or person any information regarding the acti of Ci xcepy law or as
authorized by City.
7.7 Confidential or Pe
covenants that all City data, data lis
information, documents that are not
other information, if any, developed
performance of this Agre ent are
Contracting Party to an or
unless required by law.
lawful administrative or lega ee
law. All City Imo, data lis
information, do at are nig
information sha re City
Contracting Part ove
of this Agreement.
I I i formation. Contracting Party
e se documents with personal identifying
cord ft documents, discussion notes, or
r ed b ntracting Party or provided for
de a fiden I and shall not be disclosed by
ent with Nor written authorization by City or
nt thori tion for disclosure if required by any
order, or similar directive with the force of
de s ts, documents with personal identifying
V
records, draft documents, discussions, or other
the termination or expiration of this Agreement.
its section shall survive the termination or expiration
1�►�7i7:Z�l�ul: �i7�_[�7:7���I���M
ni aw. This Agreement shall be interpreted, construed, and
oth as validity and to performance of the parties in accordance with the laws
of the State of rnia. Legal actions concerning any dispute, claim, or matter arising
out of o ' re to this Agreement shall be instituted in the Superior Court of the County
of Riv ate of California, or any other appropriate court in such county, and
Contracting Party covenants and agrees to submit to the personal jurisdiction of such
court in the event of such action.
8.2 Disputes. In the event of any dispute arising under this Agreement, the
injured party shall notify the injuring party in writing of its contentions by submitting a claim
therefore. The injured party shall continue performing its obligations hereunder so long
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 condition ecedent to
termination of this Agreement for cause and to any legal action, and compliance
shall not be a waiver of any party's right to take legal action in the ev at the dispute
is not cured, provided that nothing herein shall limit City's ri termi this
Agreement without cause pursuant to this Article 8.0. During t eriod e that
Contracting Party is in default, City shall hold all invoices and shall, default i
cured, proceed with payment on the invoices. In the alternative, Cit in its
discretion, elect to pay some or all of the outstanding invoices during any p of d t.
8.3 Retention of Funds. City may v
Contracting Party sufficient funds to compensate
damages it reasonably believes were suffered
Party in the performance of the Services re
8.4 Waiver. No delay or omi
non -defaulting party on any default
a waiver. City's consent or appro
consent or approval shall not be dee
to or approval of any subsequent act
any default must be in wri and sha
the same or any other p ` f this
remedies exp
of the parties
other rights or
ise of any7rght or remedy of a
ght or remedy or be construed as
Contracting Party requiring City's
ender unnecessary City's consent
kAny waiver by either party of
f any other default concerning
R&Mulative. Except with respect to rights and
071W this Agreement, the rights and remedies
ercise by either party of one or more of such rights
Ocise by it, at the same or different times, of any
efault or any other default by the other party.
. In addition to any other rights or remedies, either party may
r at equity, to cure, correct, or remedy any default, to recover
to compel specific performance of this Agreement, to obtain
lief, or to obtain any other remedy consistent with the purposes
ination Prior To Expiration of Term. This Section shall govern any
termines Agreement, except as specifically provided in the following Section for
termination for cause. City reserves the right to terminate this Agreement at any time,
with or without cause, upon thirty (30) days' written notice to Contracting Party. Upon
receipt of any notice of termination, Contracting Party shall immediately cease all
Services hereunder except such as may be specifically approved by the Contract Officer,
or assigned designee. Contracting Party shall be entitled to compensation for all
Services rendered prior to receipt of the notice of termination and for any Services
-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
failure of Contracting Party to fulfill its obligations under this Agreement, Con
shall vacate any City -owned property which Contracting Party is per
hereunder and City may, after compliance with the provisions of Sec'
the Services and prosecute the same to completion by contra of
Contracting Party shall be liable to the extent that the total cos coml
Services required hereunder exceeds the compensation herein stip d
City shall use reasonable efforts to mitigate such damages), and City
payments to Contracting Party for the purpose of setoff or partial paymen
owed City. 4&
8.9 Attorneys' Fees. If either party to
defend or made a party to any action or pro
Agreement, the prevailing party in such actio
which may be granted, whether legal L
attorneys' fees; provided, however, that 1
Section shall not exceed the hourly e pal
reasonable number of hours spent Xh
rev
Attorneys' fees shall include attornen a
to attorneys' fees shall be entitled
action, taking depositions d disc
which are incurred in s ncommencement of such er
prosecuted to judgment. '
action brought feat pur
is due to the
FMd with this
ny other relief
'fees awarcMd pursuant to this
legal services multiplied by the
y in the conduct of the litigation.
il, and in addition a party entitled
ale costs for investigating such
ecessary costs the court allows
be deemed to have accrued on
fees in the same action or in a separate
FT Cit7Wicers and Employees. No officer, official, employee,
volunteer of City shall be personally liable to Contracting Party,
st, in the event or any default or breach by City or for any amount
to Contracting Party or to its successor, or for breach of any
this Agreement.
—9.2 Co t of Interest. Contracting Party covenants that neither it, nor any
officer n of it, has or shall acquire any interest, directly or indirectly, which would
conflic manner with the interests of City or which would in any way hinder
Contracting Party's performance of the Services under this Agreement. Contracting Party
further covenants that in the performance of this Agreement, no person having any such
interest shall be employed by it as an officer, employee, agent, or subcontractor without
the express written consent of the Contract Officer, or assigned designee. Contracting
Party agrees to at all times avoid conflicts of interest or the appearance of any conflicts
of interest with the interests of City in the performance of this Agreement.
-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 anymg�ey or other
consideration for obtaining this Agreement.
9.3 Covenant against Discrimination. Contracting Party c nts t
for itself, its heirs, executors, assigns, and all persons claiming or thn
that there shall be no discrimination against or segregation of, aNaffirma persons on account of any impermissible classification including, b
color, creed, religion, sex, marital status, sexual orientation, nationa
the performance of this Agreement. Contracting Pa hall tak
ensure that applicants are employed and that employee treated during e
without regard to their race, color, creed, religionA, tatus, sexu
national origin, or ancestry.
10.1 Notice. Any notice, der
either party desires or is required t
writing and either served personally
forth below. Either party may change
of address in writing. Noti shall bE
the time of mailing if mai&ovi(
CITY OF LA
Attention: Juli
Management A
78495 Calle Ta
Rs' ent, approval, or communication
rty or any other person shall be in
, first-class mail to the address set
king the other party of the change
ated forty-eight (48) hours from
To Contracting Party:
VENDORS COMPANY NAME
VENDORS CONTACT
VENDORS STREET ADDRESS
VENDORS CITY, STATE, ZIP
on. The terms of this Agreement shall be construed in
rr Hing of the language used and shall not be construed for or
)y reason of the authorship of this Agreement or any other rule of
ight otherwise apply.
motion 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.
-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. a,
10.6 Amendment. No amendment to or modification of this ment shall be
valid unless made in writing and approved by Contracting Party an the City&uncil
of City. The parties agree that this requirement for written mod ifica canno aived
and that any attempted waiver shall be void.
10.7 Severability. In the event that any one or more of thea , phr ,
sentences, clauses, paragraphs, or sections contai in this Agreem be
declared invalid or unenforceable, such invalidity or un ceability shall no ct any
of the remaining articles, phrases, sentences, clauses, raphs, or se ions of this
Agreement which are hereby declared as seve sha interero carry out
the intent of the parties hereunder unless nvali ovisi serial that its
invalidity deprives either party of the b benefit their b renders this
Agreement meaningless.
10.8 Unfair Business Pray
Contracting Party offers and agrees I
all causes of action it may have and
under the Cartwright Act Chapter
Division 7 of the Busin Pro
services, or materials rel
become effective at the tity
further acknowledament of the
10.9 M
set forth in this
Agreement and
In entering into this Agreement,
II rights, title, and interest in and to
o Clayton Act (15 U.S.C. § 15) or
;ing th Section 16700) of Part 2 of
arising from purchases of goods,
his assignment shall be made and
payment to Contracting Party without
ML -s. With the exception of the specific provisions
no intended third -party beneficiaries under this
rties shall have any rights or obligations hereunder.
The persons executing this Agreement on behalf of each of the
es and warrant that (i) such party is duly organized and existing,
ho*d to execute and deliver this Agreement on behalf of said party,
his Agreement, such party is formally bound to the provisions of this
that entering into this Agreement does not violate any provision of
nt to 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,
a California Municipal Corporation
JUN MCMILLEN, Gity Manager
City of La Quinta, California
Dated:
MONIKA RADEVA, City Clerk
City of La Quinta, California
APPROVED AS TO F
WILLIAM H. I
City of La Qui
CONTRACTING PARTY:
FOLLOWING
FOLLOWED
O SIGNATURES ARE REQUIRED IF A CORPORATION'S
rT
S OF INCORPORATION, OR OTHER RULES OR REGULATIONS
E THAT TWO SIGNATURES ARE REQUIRED ON CONTRACTS,
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-
Exhibit A
Scope of Services
1. Services to be Provided:
Services and products to be rendered in performing all work associated with on-call
may include, but may not be limited to:
Provide technical support, prepare plan sheets (in Bluebeam), and
Engineer of Record for traffic signal or signing and striping modify
Prepare work orders for signing, striping, and traffic signal changes
clarify the work that must be performed.
Perform concept and feasibility studies of interse4
including preparing preliminary design reports. This i
drafting support.
Prepare final plans (in Bluebeam on plan
other searches, cost estimates (opini0
documents. Review and recommen
preparing record ("as built") drav 'ngs
Record on plans. W
Collect data and prepare traffic
street segments.
Collect and anal
Prepare public transit
and street design,
ps drafting and com
catio co wing, utility, or
cost), er design related
,truction co acts. This includes
n of construction. Be Engineer of
ce analyses for intersections and
modification studies.
I and stop sign warrant analysis as well as updating
s and curve advisory signs.
Whag`37W Center, implement traffic timing in coordination with the
d solve communication problems. Monitoring traffic flow from the live
meras and adjusting timing to respond to traffic incidents impacting
/'s most heavily traveled corridors.
during special events and coordinate timing changes as needed.
ipment specs and obtain bids, process purchase orders, and coordinate the
signal equipment with and without warranty coverage.
12. Assist with citizen requests, especially those which require collecting and analyzing data
for traffic calming requests. Conduct neighborhood traffic management charrettes and/or
studies as needed.
13. Provide technical input to city staff with signing and striping changes, signal equipment
upgrades and parts, collision analysis, speed limits, traffic volume data and other work
Exhibit A
Page 1 of 8 Last revised summer 2017
performed by City staff, including crafting responses to citizen complaints or media
requests.
14. Respond to data and other requests from Caltrans, Coachella Valley Association of
Governments, Riverside County Transportation Commission, Riverside County, agencies
such as Indio, Palm Desert, Indian Wells, SunLine Transit and others.
15. Review work zone traffic plans for capital improvement projects,
developer projects and advise City on potential issues. ,
16. Update City with new California edition - Manual of UniforniWic
standards for traffic control devices which may need be implement
17. Prepare and present education and safety training.
Process data from connected and autonomous vehi
time data to members of the public.
19. Adjust signal timing based on real time
20. Attend monthly coordination and other
Individual Project Task Order:
Upon request by CITY, FIRM
including all information re ired to c
Task Order form is att "Ai
specific tasks to be perf
the entire scope of work as es
combined total not -to -exceed
personnel as ' perform t
Project Mana will co
estimated time uire to
d other sources to
s as necessary.
ects, and
Device
real
u uor Clview an individual project proposal
to Or for the individual project. A sample
nt a Task Order proposal will identify the
s wi a listed in chronological order reflecting
along with an estimated cost per task and a
will contain the names and titles of FIRM'S
ind specifically identify the individual who will be the
a project schedule indicating the various tasks and
task. FIRM'S project schedule
the following OS systems:
ffic Management Software
iVRe Controllers/Software
Controllers
Security Desk — Basic Operator
Exhibit A
Page 2 of 8
ADDENDUM TO AGREEMENT
Re: Scope of Services
If the Scope of Services include construction, alteration, demolition, installation,
repair, or maintenance affecting real property or structures or improvements of any kind
appurtenant to real property, the following apply: �
1. Prevailing Wage Compliance. If Contracting Party a contractor
performing public works and maintenance projects, as described is Sereq.,
1.3,
Contracting Party shall comply with applicable Federal, State, and laws.cting
Party is aware of the requirements of California Labor Code Sectio 20 an
1770, et seq., as well as California Code of Regulations, Title 8, Secti 00, et se
(collectively, the "Prevailing Wage Laws"), and La Quinta al
Section 3.12.040, which require the payment ofvailing wage ra the
performance of other requirements on "Public works" a aintenance" proj . If the
Services are being performed as part of an applicable " works" or " intenance"
project, as defined by the Prevailing Wage La ' co tion w ver twenty-
five thousand dollars ($25,000.00) and/or al ons, oliti maintenance
work over fifteen thousand dollars ($15,0 ) is ent d into nded on or after
January 1, 2015 by this Agreement„ Con ng Pa grees to fu comply with such
Prevailing Wage Laws including, AL no i o, requirements related to the
maintenance of payroll records e e ent of apprentices. Pursuant to
California Labor Code Section 1725. ntra subcontractor may be awarded a
contract for public work on a "Public k ject s registered with the California
Department of Industrial lations (" ") tim he contract is awarded. If the
Services are being perf art o ap ble "Public works" or "Maintenance"
project, as defined by the a Laws, this project is subject to compliance
monitoring and enforcement a tract ng Party will maintain and will require
all subcontract o o maintain nd c t DIR Public Works contractor registration
during the to Agree Contracting Party shall notify City in writing
immediately, a n mor n twenty-four (24) hours, after receiving any
information that trac ' r any of its subcontractor's DIR registration status
has been suspen ed, a fired, or otherwise changed. It is understood that it is
th ibility o racting Party to determine the correct salary scale. Contracting
shall make c s of the prevailing rates of per diem wages for each craft,
ssificat' pe worker needed to execute the Services available to interested
ie re t, d shall post copies at Contracting Party's principal place of
and at t roject site, if any. The statutory penalties for failure to pay prevailing
wage or to co with State wage and hour laws will be enforced. Contracting Party
must f TWENTY FIVE DOLLARS ($25.00) per day for each worker who works
in exce a minimum working hours when Contracting Party does not pay overtime.
In accordance with the provisions of Labor Code Sections 1810 et seq., eight (8) hours is
the legal working day. Contracting Party also shall comply with State law requirements
to maintain payroll records and shall provide for certified records and inspection of records
as required by California Labor Code Section 1770 et seq., including Section 1776. In
addition to the other indemnities provided under this Agreement, Contracting Party shall
defend (with counsel selected by City), indemnify, and hold City, its elected officials,
Exhibit A
Page 3 of 8
officers, employees, and agents free and harmless from any claim or liability arising out
of any failure or alleged failure to comply with the Prevailing Wage Laws. It is agreed by
the parties that, in connection with performance of the Services, including, without
limitation, any and all "Public works" (as defined by the Prevailing Wage Laws),
Contracting Party shall bear all risks of payment or non-payment of prevailing wages
under California law and/or the implementation of Labor Code Section 1781 s the same
may be amended from time to time, and/or any other similar law. C cting Party
acknowledges and agrees that it shall be independently responsibl reviewing the
applicable laws and regulations and effectuating compliance with s ws. Co cting
Party shall require the same of all subcontractors.
2. Retention. Payments shall be made in accordance wit rovision
Article 2.0 of the Agreement. In accordance with said Sections, City shall ontr g
Party a sum based upon ninety-five percent (95%) oft ontract Sum app t of
the labor and materials incorporated into the Services r this Agreement ng the
month covered by said invoice. The remaining five cen thereof sh a retained
as performance security to be paid to Contrac ' it ty (60 s after final
acceptance of the Services by the City C it of aft ing Party has
furnished City with a full release of all puted p ents un is Agreement, if
required by City. In the event there area aims ifically excl ded by Contracting
Party from the operation of the rete , Cit in proceeds (per Public Contract
Code § 7107) of up to one hundre rn %) of the amount in dispute. City's
failure to deduct or withhold shall n t Co ing Party's obligations under the
Agreement.
3. Utili
ty is
of existing main or trunkli
invitation for bii
or specific
incurred in loctrepairing0
relocating suc ied utilitliquidated damrisin
utility facilities.
n
onMWor removal, relocation, or protection
uctent uch utilities were not identified in the
reimburse Contracting Party for any costs
Sed by Contracting Party, and removing or
lities. Contracting Party shall not be assessed
�m the removal or relocation of such unidentified
or Excavations. Pursuant to California Public Contract Code
nt the work included in this Agreement requires excavations more
k, the following shall apply:
- (a) Contracting Party shall promptly, and before the following conditions
are disturbed, n City, in writing, of any: (1) material that Contracting Party believes
may b at at is hazardous waste, as defined in Section 25117 of the Health and
Safety at is required to be removed to a Class I, Class II, or Class III disposal site
in accordance with provisions of existing law; (2) subsurface or latent physical conditions
at the site different from those indicated by information about the site made available to
bidders prior to the deadline for submitting bids; or (3) unknown physical conditions at the
site of any unusual nature, different materially from those ordinarily encountered and
generally recognized as inherent in work of the character provided for in the Agreement.
Exhibit A
Page 4of8
(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 Con cting Party
whether the conditions materially differ, or involve hazardous waste, or c a decrease
or increase in Contracting Party's cost of, or time required for, perform of any part of
the work, Contracting Party shall not be excused from any schedcomple ' date
provided for by this Agreement, but shall proceed with all work to rforme er this
Agreement. Contracting Party shall retain any and all rights provi th contrac
or by law which pertain to the resolution of disputes and protests betwe contrac
Parties.
5. Safety. Contracting Party shall execute
injury or damage to any person or property. In car
Party shall at all times be in compliance with al
rules and regulations, and shall exercise ce:
employees appropriate to the nature of th and
is to be performed. Safety precautions as cable
to: (A) adequate life protection and li avin i
in accident prevention for all empXbNgan
d c
scaffolds, fall protection ladders, trenching and shoring, equipmentafeapparel as are necessar or lawfto(C) adequate facilities f er
a intain its work so'�avoid
ing the Services Contracting
e I tate, a deral laws,
s prec n the safety of
h ndition r which the work
include, b shall not be limited
tand procedures; (B) instructions
ntractors, such as safe walkways,
ks, confined space procedures,
vices, equipment and wearing
en accidents or injuries; and
iaintenance of all safety measures.
6. Liquidated Da S. determination of actual damages for any
delay in perfor nce of the men4Id be extremely difficult or impractical to
determine in a breac is Agreement, Contracting Party shall be liable for
and shall pay to One sand dollars ($1,000.00) as liquidated damages
for each workin ay o the performance of any of the Services required
hereunder, as spe e Sc ule of Performance. In addition, liquidated damages
®rl'bel
essed ure to comply with the emergency call out requirements, if any,
in the Sc of Services. City may withhold from any moneys payable on
nt otl�Lvic 'he
by Contracting Party any accrued liquidated damages.
Pre lin Wage Compliance. If Contracting Party is a contractor
pe orming publ' orks and maintenance projects, as described in this Section 1.3,
ContrAA
P hall comply with applicable Federal, State, and local laws. Contracting
Party of the requirements of California Labor Code Sections 1720, et seq., and
1770, et seq., as well as California Code of Regulations, Title 8, Sections 16000, et seq.,
(collectively, the "Prevailing Wage Laws"), and La Quinta Municipal Code
Section 3.12.040, which require the payment of prevailing wage rates and the
performance of other requirements on "Public works" and "Maintenance" projects. If the
Services are being performed as part of an applicable "Public works" or "Maintenance"
project, as defined by the Prevailing Wage Laws, and if construction work over twenty -
Exhibit A
Page 5 of 8
five thousand dollars ($25,000.00) and/or alterations, demolition, repair or maintenance
work over fifteen thousand dollars ($15,000.00) is entered into or extended on or after
January 1, 2015 by this Agreement, Contracting Party agrees to fully comply with such
Prevailing Wage Laws including, but not limited to, requirements related to the
maintenance of payroll records and the employment of apprentices. Pursuant to
California Labor Code Section 1725.5, no contractor or subcontractor may awarded a
contract for public work on a "Public works" project unless registered wi e California
Department of Industrial Relations ("DIR") at the time the contract i arded. If the
Services are being performed as part of an applicable "Public wor r "Main nce"
project, as defined by the Prevailing Wage Laws, this project is ect to liance
monitoring and enforcement by the DIR. Contracting Party will mai a ill requir
all subcontractors to maintain valid and current DIR Public Works con registra
during the term of this Agreement. Contracting Party shall notify in g
immediately, and in no case more than twenty -fou 4) hours, after r any
information that Contracting Party's or any of its subco or's DIR registra status
has been suspended, revoked, expired, or othe han It is under d that it is
the responsibility of Contracting Party to deter rre ry sc Contracting
Party shall make copies of the prevailin es of die or each craft,
classification, or type of worker needed ecute th ervices ble to interested
parties upon request, and shall post co t C cting Party's principal place of
business and at the project site, if a he s nalties for failure to pay prevailing
wage or to comply with State wag our will be enforced. Contracting Party
must forfeit to City TWENTY-FIVE S( ) per day for each worker who
works in excess of the minimum wor s wh ontracting Party does not pay
overtime. In accordance ' the provi s bor ode Sections 1810 et seq., eight
(8) hours is the legal w Con ctin y also shall comply with State law
requirements to maintain o d nd s all provide for certified records and
inspection of records as requi C abor Code Section 1770 et seq., including
Section 1776.idlbLddition to ther i emnities provided under this Agreement,
Contracting Pa end (wi nsel selected by City), indemnify, and hold City,
its elected offici officoye and agents free and harmless from any claim or
liability arising o f a i Ileged failure to comply with the Prevailing Wage
Laws s agree parties hat, in connection with performance of the Services,
iithout Ii ion, any and all "Public works" (as defined by the Prevailing Wage
g shall bear all risks of payment or non-payment of prevailing
rn wand/or the implementation of Labor Code Section 1781, as
e ed from time to time, and/or any other similar law. Contracting
and agrees that it shall be independently responsible for reviewing
s and regulations and effectuating compliance with such laws.
shall 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 6 of 8
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 obligati under the
Agreement.
9. Utility Relocation. City is responsible for removal, rel
of existing main or trunk -line utilities to the extent such utilities wl of
invitation for bids or specifications. City shall reimburse Contractin
incurred in locating, repairing damage not caused by Contracting Part ,
relocating such unidentified utility facilities. Contracting Party shall n
liquidated damages for delay arising from the removal relocation of s
utility facilities.
10. Trenches or Excavations. Pu
Section 7104, in the event the work included
than four (4) feet in depth, the following su
(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 provisi s of exis
at the site different fromdic�
bidders prior to the deadli
site of any unusual nature,
generally recoggj7.ed as inhe
n'or pi&ction
id enff in the
CaYemovi
ny cost
n
ss d
ied
tract Code
avations more
did before the following conditions
al that Contracting Party believes
i Section 25117 of the Health and
lass II, or Class II I disposal site
ace or latent physical conditions
i about the site made available to
oT3) unknown physical conditions at the
from those ordinarily encountered and
character provided for in the Agreement.
rom nvestigate the conditions, and if it finds that the
raWosd involve hazardous waste, and cause a decrease
t
of, or the time required for, performance of any
a change order per Section 1.8 of the Agreement.
i e event that a dispute arises between City and Contracting Party
ethe ns terially differ, or involve hazardous waste, or cause a decrease
in Co cting Party's cost of, or time required for, performance of any part of
the work, Contr g Party shall not be excused from any scheduled completion date
provide for b Agreement, but shall proceed with all work to be performed under this
Agree ntracting Party shall retain any and all rights provided either by contract
or by law which pertain to the resolution of disputes and protests between the contracting
Parties.
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 7 of 8
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, confined space rocedures,
trenching and shoring, equipment and other safety devices, equipme d wearing
apparel as are necessary or lawfully required to prevent acciden in and
(C) adequate facilities for the proper inspection and maintenance o afety rrbures.
12. Liauidated Damaaes. Since the determination of actTMIdamdWs for a
delay in performance of the Agreement would be extremely difficul
determine in the event of a breach of this Agreement, Contracting PartIs
and shall pay to City the sum of One Thousand dollars 000.00) as liquida
for each working day of delay in the performance M of the Servi
hereunder, as specified in the Schedule of Perfor Ee Jition, liquid
may be assessed for failure to comply with th cy c t requ'
practica
ae Iia
kVges
quired
damages
ts, if any,
described in the Scope of Services. City withhfrom s payable on
account of the Services performed by Co ing Party accru idated damages.
Exhibit A
Page 8 of 8
Exhibit B
Schedule of Compensation
With the exception of compensation for Additional Service ro%
Section 2.3 of this Agreement, the maximum total compensation to aid to
Party under this Agreement is not to exceed ($
("Contract Sum"). The Contract Sum shall be paid to Contracting
payments made on a monthly basis and in an amount identified in Co
Exhibit B
Page 1 of 1
for in
hcting
stal
g
Exhibit C
Schedule of Performance
Contracting Party shall complete all services identified in the Scope of Services,
Fxhihit A of thic Anriaiamiant in arrnrrtanria With thia Prniiart grhiarii ilia
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 for and effect
providing insurance with minimum limits as indicated below and issued urers with
A.M. Best ratings of no less than A -VI:
Commercial General Liability (at least as broad as ISO CG
$1,000,000 (per occurrence)
$2,000,000 (general aggregate)
Must include the following endorsements:
General Liability Additional Insured
General Liability Primary and Non -contributes
Commercial Auto Liability (at least as b
$1,000,000 (per accident)
Auto Liability Additional Insured
Personal Auto Declaration Page if
Workers' Compensation
(per statutory requirements)
Must include the following e
Workers Compensation
Workers Cailkhnsation
9Wogation
Sole Proprietor if applicable
Contracting Party II p�and maintain, at its cost, and submit
concurrently w' ecution o7ga
gree ent, Commercial General Liability insurance
against all clai s ersons or damages to property resulting from
Contracting Pa acts rising outof or related to Contracting Party's
performance and is eeThe insurance policy shall contain a severability of
inte�Lause pr that verage shall be primary for losses arising out of
ormance hereunder and neither City nor its insurers shall be
any such loss. An endorsement evidencing the foregoing and
it ficers and employees as additional insured (on the Commercial
icy only) must be submitted concurrently with the execution of this
-oved by City prior to commencement of the services hereunder.
acting 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,
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. AL
Contracting Party shall carry Workers' Compensatigiffnsurance in
accordance with State Worker's Compensation laws with employer'ity limit less
than $1,000,000 per accident or disease.
Contracting Party shall provide written notice to City withi 0/Vy
days if: (1) any of the required insurance policies is terminated; (2) the li
required polices are reduced; or (3) the deductible or s -insured retentionIn the event any of said policies of insurance are cance Contracting Party
to the cancellation date, submit new evidence of insur in Vconforrmae with this
Exhibit to the Contract Officer. The procuring o ra of policies
or certificates evidencing the same shall no onst as ontracting
Party's obligation to indemnify City, its off' , employ contontractors,
or agents.
E.2 Remedies. In addition I
Party fails to provide or maintain ar
extent and within the time herein req
a. Obtain
premiums for such insu
lies City may have if Contracting
es or policy endorsements to the
hLs sole option:
ict and retain the
der this Agreement.
IWtop work under this Agreement and/or
e due to Contracting Party hereunder until
ce with the requirements hereof.
of the above remedies, however, is an alternative to any other
e. The above remedies are not the exclusive remedies for
fa to maintain or secure appropriate policies or endorsements.
Iain d shall be construed as limiting in any way the extent to which
hay be held responsible for payments of damages to persons or
om 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, fro waiving the
right of subrogation prior to a loss. Contracting Party agrees to waive su ation rights
against City regardless of the applicability of any insurance proceeds to require all
contractors and subcontractors to do likewise. A&
3. All insurance coverage and limits provided by C
available or applicable to this Agreement are intended to apply to I
policies. Nothing contained in this Agreement or any other agreement
its operations limits the application of such insurance curage.
4. None of the coverages required herein
requirements if they include any limiting end
ors
submitted to City and approved of in writing.
5. No liability policy shall co
to eliminate so-called "third party act' i
injury to an employee of the insured
6. All coverage types and 1
and additional requirements by the Ci
make any reductions in of cc
reduction of discovery pe
consent.
or definiM that would serve
cluding any exclusion for bodily
r or subcontractor.
subject to approval, modification
d ares. Contracting Party shall not
elimination of contractual liability or
i'protection without City's prior written
7. P complian ith thTse insurance requirements, consisting of
certificates of i encin a coverages required and an additional insured
endorsement to trac 's g eral liability policy, shall be delivered to City at or
prior to the execu of A ent. In the event such proof of any insurance is not
deli s requi in the event such insurance is canceled at any time and no
r t cover is provided, City has the right, but not the duty, to obtain any
rance it s n ssary to protect its interests under this or any other agreement
d to iu Any premium so paid by City shall be charged to and promptly
ntracti Pa y or deducted from sums due Contracting Party, at City option.
8. lLffacknowledged by the parties of this agreement that all insurance
cover d
irs to be provided by Contracting Party or any subcontractor, is intended
to apply 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
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 further agn
allow any contractor, subcontractor, Architect, Engineer or other entit
way involved in the performance of work on the project contemplat
to self -insure its obligations to City. If Contracting Party's existi
deductible or self-insured retention, the deductible or self -insure
declared to the City. At that time the City shall review options with the
which may include reduction or elimination of the deductible or self -i
substitution of other coverage, or other solutions. 4&
11. The City reserves the right at any tim
change the amounts and types of insurance
ninety (90) days advance written notice of
substantial additional cost to the Contr Pa
compensation proportional to the increas nefi
12. For purposes of apply
deemed to have been executed imn
can be deemed to be in furtherance
13. Contractin
failure on the part of CIM
insurance requirement in n
waive any rights
,`iereunder in
any self-insured
her n (with the
t it will not
rperson in any
this a ment
age ' des a
must b
cting Paj
lis reement to
0Fcting Party
ge results in
otiate additional
rage only, this Agreement will be
party hereto taking any steps that
mance of this Agreement.
agrees that any actual or alleged
ti Party of non-compliance with any
additional obligations on City nor does it
regard.
wilth
e required coverage annually as long as City,
,re from operations of any type pursuant to this
Fap hether the agreement is canceled or terminated for
of this obligation is not effective until City executes a written
7ct Party shall provide proof that policies of insurance required
dg e term of this Agreement have been renewed or replaced with
ng at least the same coverage. Proof that such coverage has been
ubmitted prior to expiration. A coverage binder or letter from
nsurance 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
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. Specific r erence to a
given coverage feature is for purposes of clarification only as it pertains iven issue
and is not intended by any party or insured to be limiting or all -inclusio
18. These insurance requirements are intended to be se a ald6t from
any other provision in this Agreement and are intended by th ie to be
interpreted as such.
19. The requirements in this Exhibit supersed
of this Agreement to the extent that any other section of
the provisions of this Exhibit. _
20. Contracting Party agrees to b
used by any party involved in any way wIbbe
or Contracting Party for the cost of a
agreement. Any such provisions ar to
intent of City to reimburse any pa
requirements. There shall be no rec c
amounts with respect thereto.
21. Contractin
lM
or loss against Contracti
City assumes no obligation
to monitor the handling of an
II other sections all
hvision conflicts wi
Rbns
pairs
for rin no contract
ewes t to charge City
P
e cover required by this
eference to City. It is not the
cost of complying with these
for payment of premiums or other
mmediate notice to City of any claim
theWork performed under this agreement.
notice, but has the right (but not the duty)
aims 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 la ablishes a
professional standard of care for Contracting Party's Services, to ullest extent
permitted by law, Contracting Party shall indemnify, protect, d (with unsel
selected by City), and hold harmless City and any and all of its of ' , empl , and
agents ("Indemnified Parties") from and against any and all claim se ilities of
every kind, nature, and description, damages, injury (including, with tion, inj
to or death of an employee of Contracting Party or of any subcontra cost
expenses of any kind, whether actual, alleged or threat ed, including, with on,
incidental and consequential damages, court costs, at s' fees, litigation rises,
and fees of expert consultants or expert witnesses incurr connection t erewith and
costs of investigation, to the extent same are c ho in part b negligent
or wrongful act, error or omission of Contrac ' arty, offic ge employees or
subcontractors (or any entity or individu t Contr ng Pa bear the legal
liability thereof) in the performance of pr onal s es under t agreement. With
respect to the design of public improv en acting Party shall not be liable for
any injuries or property damage re from use of the design at a location other
than that specified in Exhibit A witho ritte ent of the Contracting Party.
b. Indemnification for OtPftTT1N16PrnfP1WnaI Liability. Other than in the
performance of professi ices an o th extent permitted by law, Contracting
Party shall indemnify, d ou I sel ed by City), and hold harmless the
Indemnified Parties from a a 'ability (including liability for claims, suits,
actions, arbitrat' n proceedin dmin ve proceedings, regulatory proceedings,
losses, expen sts of an , whether actual, alleged or threatened, including,
without limitatio n nd c uential damages, court costs, attorneys' fees,
litigation expens and p rt consultants or expert witnesses) incurred in
connection there cost investigation, where the same arise out of, are a
co e of, o any way attributable to, in whole or in part, the performance of
gre ment by racting Party or by any individual or entity for which Contracting
rty is le iab ncluding but not limited to officers, agents, employees, or
bco on ting Party.
C. IUmnity Provisions for Contracts Related to Construction (Limitation on
Indemn'ut affecting the rights of City under any provision of this agreement,
ContraIMINWy 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
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 establishes
standard of care for Contracting Party's Services, to the fullest extent
Contracting Party shall indemnify and hold harmless City and any
employees, and agents ("Indemnified Parties") from and again y
liabilities of every kind, nature, and description, damages, inju c
limitation, injury to or death of an employee of Contracting Party or of
costs and expenses, including, without limitation, incidental and con sequ
court costs, reimbursement of attorneys' fees, litigati expenses, and
consultants or expert witnesses incurred in conn therewith
iiWofessional
PFnitted by law,
II of its cials,
Ztracand grosses,
t��
with
no
rt
of
investigation, to the extent same are caused by an neg t or wrongru ci, error or
omission of Contracting Party, its officers, age ye subco ors (or any
entity or individual that Contracting Party bea leg i ' ereof) in the
performance of professional services and is agree t. Wit ct to the design
of public improvements, the Contractin y sh t be liable for any injuries or
property damage resulting from the use a ign at a location other than that
specified in Exhibit A without the w onse a Contracting Party.
3. Design Profess a ined. used in this Section F.1(d), the
term "design professional" hall be lima t sed chitects, registered professional
engineers, licensed prof land s yor landscape architects, all as defined
under current law, and as nd from e to time by Civil Code § 2782.8.
F.2 JEx
to obtain ex
—01
herein this subcontractContracting
fail in suc
USIM-aci-r7es to be
heirs of Cont
tion to Se nde tion Provisions. Contracting Party agrees
emnity a ents with provisions identical to those set forth
licab the Contracting Party, from each and every
iy of r entity involved by, for, with or on behalf of
h or e of this Agreement. In the event Contracting Party
mnity obligations from others as required herein, Contracting
responsible according to the terms of this Exhibit. Failure of City
'th these requirements imposes no additional obligations on City
�t a waiver of any rights hereunder. This obligation to indemnify
;et forth in this Agreement are binding on the successors, assigns or
Party and shall survive the termination of this Agreement.
Exhibit F
Page 2of2
ta Q"fra
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)
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
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:
ta Q"(ra
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. SIGNATURE INDICATING RECEIPT
ATTACHMENT 5
EVALUATION CRITERIA
Category
Max Pts
Understanding of work to be done
30
Staffing and Scope of Work
30
Pertinent Project Experience
20
Format/Organization
10
Intangible Qualities
10
Total
Scoring Breakdown:
Understanding of work to be done - 30 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 - 30 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 - 20 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.
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.
Intangible Qualities - 10 points maximum
Intangible qualities are those traits or abilities that are not included in the above
categories.