Alpha Company Marketing and Media, LLCThe City of La Quinta, California
Website Design &
Maintenance Services
Proposal
Prepared for:
Alpha Company Marketing and Media,LLC
Prepared by:
832-341-6338
bizdev@alphacomarketing.com
2532 Hadley Cir Sugarland, TX77478
TABLE OF
CONTENTS
Cover Letter
Project Team Members
Project Timeline
Project Approach
03
04
06
07
Fee Proposal
References
Relevant Work
Appendix
15
16
18
22
April 25, 2025
Marcie Graham
Marketing Manager
City of La Quinta, California, City Manager’s Office, Marketing Office
78-495 Calle Tampico
La Quinta, CA 92253
Reference: RFP - Website Design & Maintenance Services
Dear Ms. Graham,
La Quinta’s dedication to cultural diversity and building a vibrant, safe community is not only inspiring — it’s a
mission we deeply connect with. At Alpha Co., we’re a bilingual digital agency led by Native Spanish speakers,
and we’re committed to breaking language and cultural barriers through inclusive, accessible digital
experiences. Like La Quinta, we believe that when every voice is heard and every resident feels represented,
communities don’t just function — they flourish.
We are confident in our ability to deliver a website that reflects La Quinta’s unique personality. While we may
not be the biggest name in government websites, that just means we try harder. Our successful work with
Springfield, Oregon, speaks for itself. They praised our fast turnaround, outstanding support, and the efficient,
modern website we delivered. We aim to bring the same excellence to La Quinta, California, helping you
engage, connect, and inform your community. Here’s what you can expect in working with us:
Easy-to-Use CMS: Using WordPress’s CMS, will empower La Quinta city staff to efficiently manage and
update website content, ensuring residents, businesses, and visitors receive timely, accurate, and
accessible information.
"Alpha Co. Marketing & Media has exceeded our expectations as a partner for our digital marketing needs... Their
remarkable ability to anticipate our needs, combined with seamless communication through virtual meetings, email,
and messaging, sets them apart." — Transformation Health & Wellness
Multilingual Features & Native Spanish Speakers: We understand La Quinta's diverse demographic
and are committed to making your website accessible to all. Our native Spanish speakers ensure accurate,
culturally relevant Spanish content, breaking language and cultural barriers.
“Alpha Co. Marketing & Media has helped our website and is currently doing a new one for MMC Urgent Care. They
are really good at making websites user-friendly both in English and Spanish.” — Family Medicine MMC
Exceptional Customer Support: Our dedicated team will be with you every step of the way, ensuring a
smooth process and fast responses to your needs.
“Working with Alpha Co. Marketing is a great experience! They nail the design and are super quick to respond
whenever I need something. They are a great value team and a real pleasure to work with. Highly recommend them!”
— Danvers Family Doctors
Our attached proposal shares all the details, but if you have any additional questions, please don’t hesitate to
reach out. We’re more than happy to connect you with a couple of our clients, including the City of Springfield,
Oregon, if you’d like another perspective.
We look forward to the opportunity to partner with you to make something that truly shines. With a shared
vision and a promise to bring our best, we’re ready to help create a digital experience as vibrant, welcoming,
and one-of-a-kind as the community it represents.
Thank you for your time and consideration,
Juan Pablo Osorio, CEO/Co-Founder
Alpha Company Marketing and Media LLC
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Cover Letter
Project Head
Juan Pablo Osorio, Research & Implementation
Juan Pablo, founder of Alpha Co. Marketing & Media, began with nothing but a
whiteboard and a vision to elevate both himself and his community. A former Marine
(Semper Fi!) and an MBA graduate from the University of Houston-Downcounty, he
brings 15+ years of entrepreneurial and digital marketing expertise. His leadership is
further enhanced by his role as chair of Outreach in the Barrio, where he actively
contributes to improving the lives of Houston's homeless, showcasing his strong
communication skills and ability to manage and inspire teams effectively.
Lead Project Manager
Mariano Iriondo, Research & Implementation
As the co-founder of Alpha Co., Mariano has over 5 years of experience
overseeing all projects for Alpha Co. and leading teams for deliverable completion.
His experience with Fortune 500 companies, such as Ford and SAP, positions him
to complete tasks with tight deadlines. Mariano has completed development for
over 50 businesses and provides valuable insights on developing a plan for
execution. Through his strong leadership, he will oversee the research team to
ensure effective communication and timely delivery.
Primary Role & Responsibility
Juan Pablo’s primary responsibility in working on the website for the City of La Quinta is to ensure
clear and consistent communication, transparency, and accountability between the city’s key staff
and Alpha Co. He’ll bring the right people to the table and make sure they’re equipped to
succeed.
Primary Role & Responsibility
Mariano’s primary responsibility in working on the website for the City of La Quinta is to lead
internal communications, ensuring that the right information reaches the appropriate teams. Think
of Mariano as the caddie every great team needs — reading the course, anticipating every move,
and making sure each swing lands exactly where it should.
Project Team Members
Project Consultant
Graham Dunlap
Graham Dunlap, a seasoned professional with 10+ years of experience in
transforming business operations and sales, joins Alpha Co. Marketing & Media
with a robust background in modern marketing approaches. A University of Texas
and SMU MBA graduate, he has a strong background in both the educational and
corporate sectors, including work with Fortune 500 companies. Graham excels in
managing complex projects and will lead our research and implementation teams,
while also shaping our digital communications strategies.
Primary Role & Responsibility
Graham's role in the City of La Quinta website project is to lead project teams, oversee tasks, and
ensure effective communication with the city. Leveraging his extensive experience working with
public sector clients, he will provide strategic consultation and build lasting public trust.
4
Back up Project Manager
Matias Rizzi
Matias has extensive experience managing website redesigns and digital marketing
projects. With strong communication skills, he ensures clear and effective coordination
across teams to meet all deliverables. His project management expertise and past
performance with Alpha Co. clients, like the City of Springfield, Oregon make him a key
asset to the City of Springfield, Ohio website redesign project, where he will play a vital role
in delivering a successful outcome.
Primary Role & Responsibility
Matias’s primary role in the City of La Quinta website redesign project is to oversee development
progress, align with the city’s goals, and collaborate with internal teams to create a successful
project plan. Think of Matias as the lead guide on a desert trek, charting the path, setting the pace,
and making sure every step forward is purposeful and aligned with the goal — building something
La Quinta can be proud of.
Project Team Members
Primary Role & Responsibility
Gheister’s primary role in the City of La Quinta website redesign project is to oversee the
development process, ensuring all technical requirements are met to support the city’s goals. He will
be your digital guardian, focused on building a rock-solid foundation for a site that works as
beautifully as it looks. With his expertise, Gheister will focus on seamless integrations, robust
security measures, and optimizing the website’s functionality, providing a high-quality experience for
the city’s users.
IT Department Manager
Gheister Morillo
Gheister is a highly collaborative developer with two years of experience, focused on
delivering practical solutions and optimal code. Known for exceptional communication skills,
Gheister ensures smooth collaboration and builds strong relationships that align with the
project’s goals. With previous experience leading development teams and managing back-
end processes, Gheister will be a key asset in delivering a seamless, user-friendly website
that meets the city's vision.
Primary Role & Responsibility
Shazid will serve as the Lead Developer for the City of La Quinta website redesign, working with the
development team to create a high-performance, user-friendly site that meets the city’s goals and
ensures top-quality results. He is the tech wizard who brings ideas to life. With deep respect for the
city’s vision, he will approach every build with skill, creativity, and top quality.
Lead Website Developer
Shazid Mazid
Shazid brings extensive experience in website development, having led the launch of over
200 websites, including notable projects like PepsiCo's Juntos Crecemos. With a focus on
quality, efficiency, and strong communication, he will lead the City of Springfield, Ohio
website redesign, ensuring it meets all goals and client needs.
5
City of Springfield, Oregon - City Website Redesign and Development
Description
The City of Springfield, Oregon, partnered with Alpha Co. to redesign and develop a
modern, user-friendly website to replace their outdated system. The new website has
been successfully launched, featuring a visually appealing and intuitive interface tailored
to the city’s guidelines. We continue to work closely with the City of Springfield team,
making final adjustments to ensure the site fully meets their needs and expectations.
Address 225 Fifth Street Springfield, OR 97477
Contact Christopher Sarrett - Network Manager
Phone 541-726-3642
Email csarrett@springfield-or.gov
Website https://springfield-or.gov/
Length of
Relationship 1 Year (On Going)
Houston Hispanic Chamber of Commerce
Description
The Houston Hispanic Chamber of Commerce has partnered with Alpha Co. Marketing
and Media to support small business success and enhance digital marketing initiatives.
Alpha Co. has been instrumental in addressing the unique challenges faced by small
businesses in the Houston area, delivering tailored marketing and website solutions that
promote events, expand audience reach, and drive growth. Alpha Co. continues to be a
trusted and valued partner in fostering success for the Hispanic community. A letter of
recommendation is included in Appendix E.
Address 1801 Main St., Suite 890 Houston, TX 77002
Contact Dr. Laura Murillo, President/CEO
Phone (713) 644-7070
Email lmurillo@houstonhispanicchamber.com
Website https://www.houstonhispanicchamber.com/
Length of
Relationship 6 Years (On Going)
6
References
Abogado Aly - Digital Marketing Strategy and Website Development
Description
Alpha Co. has partnered with Abogado Aly to develop and manage their website,
building it from the ground up. Our ongoing collaboration includes creating new content,
with a focus on 6 to 10 blogs published each month, and providing continuous support
through weekly meetings. We also handle Google Ads, creating and monitoring
campaigns with monthly updates to keywords and other strategies. To boost user
engagement, we've implemented text message automation. Additionally, we manage
online reviews and oversee Google My Business to enhance visibility and reputation.
Address 5950 Gulf Fwy #200, Houston, TX 77023
Contact Katherine Gomez, President / CEO
Phone 541-726-3700
Email katherine@abogadoaly.com
Website https://abogadoaly.com/
Length of
Relationship 5 Years (On Going)
Transformation Health & Wellness- Website Development
Description
Alpha Co. has partnered with Abogado Aly to develop and manage their website,
building it from the ground up. Our ongoing collaboration includes creating new content,
with a focus on 6 to 10 blogs published each month, and providing continuous support
through weekly meetings. We also handle Google Ads, creating and monitoring
campaigns with monthly updates to keywords and other strategies. To boost user
engagement, we've implemented text message automation. Additionally, we manage
online reviews and oversee Google My Business to enhance visibility and reputation.
Address 6200 Canyon Rim Road, Suite 105B
Contact Justine Thomas, Office Manager
Phone 714-900-3091
Email office@transformationhealthtoday.com
Website transformationhealthtoday.com
Length of
Relationship 4 Years (Ongoing)
7
References
Website Design & Development by Alpha Co.
for Government Agency
The Scenario
The City of Springfield, Oregon, needed a website redesign that was modern, functional,
and aligned with its community-focused goals. They sought a partner to handle design,
development, and ongoing support to ensure a user-friendly and accessible experience.
The Result
Alpha Co. created a streamlined, ADA-compliant website with a consistent design,
integrating calendars, event listings, and improved branding. We worked closely with
Springfield’s IT team through regular meetings, gathering feedback to ensure alignment. The
site has successfully launched, and Alpha Co. continues to provide hosting and support,
enhancing the City’s digital engagement with residents.
The Deliverables & Timeline
6 months; Website Design Mockups, Website Development, Copywriting, Training,
Optimization, Hosting
https://springfield-or.govTO VIEW WEBSITE CLICK HERE
CITY OF SPRINGFIELD, OREGON
References
15
In 2023, The City of Springfield, Oregon, requested vendors to bid on their
website redesign and development for their city website. Alpha Co. bid on the
RFP and provided insight into the elements and processes for approaching the
website project.
This section highlights Alpha Co.'s collaboration with the City of Springfield team
on their website redesign project. The screenshots included are of the approved
mockups for the city’s homepage.
Alpha Co. has worked closely with the
Springfield IT department in designing and
creating the new website that is not only
functional but also consistent and modern.
Through rounds of feedback and weekly
meetings with the team, we were able to come
up with an agreeable end product.
Alpha Co. oversaw and managed the creation
of the mockups for the city stakeholders to
approve. We included elements such as
Calendars, events, streamlining information,
and unifying the branding.
With this approach, we have been able to
highlight the most essential information that the
City of Springfield wants to showcase and
create a pleasing and modern user experience.
We have stayed in constant communication
with the stakeholders to ensure all information
is shared and agreed upon every step of the
way.
The website was successfully launched in
June/July 2024, and our team continues to
provide ongoing support to all website users
and deliver post-launch services to this day.
City of Springfield
Design
Project Details
References
15
Elyse
Nov 15, 2024
Email: publicaffairs@springfield-or.gov
“Wow – this is absolutely perfect!
Thank you again for your incredible support.
I can’t express how grateful I am; your help truly brings
me peace of mind.”
We provided comprehensive training to the City of
Springfield team through the Teachable platform to
ensure they could confidently manage and update
their new website. Our approach included:
Training Resources:
Professionally recorded video tutorials.
Detailed step-by-step guides for key tasks, such
as:
Content updates.
Event postings.
User account management.
Accessibility:
All training materials are available on Teachable
for ongoing reference, ensuring the team can
access them anytime.
Continuous Updates:
As new challenges and issues arose, we updated
the training materials and Teachable platform with
solutions to keep the guidance relevant and up to
date.
Follow-Up Support:
Conducted follow-up meetings to address any
questions or concerns.
Empowered the team to maintain their website
with ease and confidence.
Here are some emails from City of Springfield staff members who worked closely with Alpha Co. during the
website redesign project. Featuring two emails from different team members, these testimonials emphasize
Alpha Co.'s exceptional support, responsiveness, and dedication to ensuring the project’s success. The
feedback showcases our commitment to client satisfaction and our ability to address challenges effectively
throughout the process.
Staff Testimonials
Training Materials- Teachable
Mindy Linder
Aug 12, 2024
Email: mlinder@springfield-or.gov
“Thank you all so much for the prompt reply and excellent support. I
really appreciate both interactions I’ve had now with your team.
I look forward to learning how to do this myself so I don’t have to rely on
others.
I’ll await your confirmation when things are updated. Thanks!!”
References
15
15
Because great stories start with great groundwork
Service What’s Included Fee
Discovery, Research
& Audit
Deep dive into your current digital landscape, analytics,
audience profiles, and peer research.$1,860
Project Management Dedicated PM to keep timelines sharp and communication
clear, ensuring your project hums.$1,150
Creative Direction &
Art Direction
Visual and narrative leadership ensuring ever y element
reflects La Quinta’s vibrant identity.$1,950
Website Strategy
Outline
Blueprint of site goals, functionality, navigation, and user
experience to align with your vision.$2,600
Visually beautiful, just like La Quinta itself.
Service What’s Included Fee
Site Mapping Create a clean, intuitive site structure so visitors find what
they need, fast.$4,550
Wireframing Layout mockups prioritizing accessibility, mobile-
friendliness, and ease of use.$3,900
Project Management Seamless oversight to manage feedback loops and
approvals.$2,300
Creative & Ar t
Direction
Design leadership ensuring all creative aligns with your
bold, genuine brand.$3,900
Fee Proposal
Research & Planning
Design
Total
$7,560
Total
$14,650
Around here, transparency is everything — and that includes how we price and plan. Below is a clear
breakdown of each service, so you can see exactly how we’ll bring La Quinta’s digital vision to life, one
thoughtful step at a time.
15
Where digital magic happens
Service What’s Included Fee
Website
Development
Custom, responsive, ADA-compliant WordPress
development built for easy updates.$12,410
Content Creation &
Updates
Copywriting and content entr y — including events, news,
and community highlights.$5,500
Website Testing Browser, mobile, speed, and ADA compliance checks to
ensure a flawless launch.$4,655
Integrations Seamless connection with third-par ty tools (event
calendars, for ms, social feeds).$3,840
Security & ADA
Compliance
SSL, backups, firewalls, and accessibility features ensuring
a safe, inclusive experience.$3,735
Technology &
Software
WordPress CMS configuration, plugin licenses, and tech
setup.$3,505
Project Management Continual coordination ensuring ever y moving par t stays on
track.$4,600
Because first impressions matter
Service What’s Included Fee
Launch
Management
Coordinated live launch including DNS changes, pre-live
checklist, and immediate suppor t.$13,920
Performance
Repor ting
Post-launch analytics and repor ting for traffic, engagement,
and SEO benchmarks.$13,275
Fee Proposal
Development
Launch & Reporting
Total
$38,245
Total
$27,195
15
So your site keeps shining like the gem of the desert.
Service What’s Included Fee
Ongoing Website
Maintenance
Regular updates, security patches, backups, and
troubleshooting.$3,450
Content Updates Quar terly content refreshes, event uploads, or seasonal
imagery swaps.$2,320
Technical Suppor t Priority suppor t for any technical issues or site
improvements.$3,450
Fee Proposal
Support & Maintenance Total
$9,220
Total Fees Breakdown Table
Service Category Fee
Research & Planning $7,560
Design $14,650
Development $38,245
Launch & Repor ting $27,195
Suppor t & Maintenance $9,220
Total First Year Investment $96,870
Service Category Annual Fee (Year 2+)
Ongoing Maintenance & Suppor t $57,750 /year
Technical
Enhancements
ADA Compliance Audits & Monitoring
Performance Monitoring
Broken Link & SEO Health Monitoring
List of Complementary Services
Training &
Empowerment
Seasonal or Event-Based Homepage
Banners
Branded Templates for Flyers or Newsletters
Design Add-ons
Content Strategy
Support
Content Migration Planning & Cleanup
Writing Assistance for Key Pages
Communication &
Outreach Support
Multilingual Content Strategy
Social Media Integration Strategy
Emergency Alert Template
Custom CMS Video Tutorial
Live Training Sessions (Yearly/Quarterly)
Great websites aren’t just built — they’re brought to life with the right details. Our complementary services at
Alpha Co. are designed to elevate La Quinta’s digital presence with thoughtful touches: from seasonal
homepage updates and accessibility enhancements to hands-on training and content strategy. We offer these
services to ensure La Quinta’s website doesn’t just perform, but also radiates like the true Gem of the Desert,
reflecting the heart, culture, and vibrancy of the community it serves.
Below you will find a list of the complimentary services we offer the City of La Quinta, California, to make your
website not only modern and accessible, but also deeply connected to the needs of the city’s residents,
businesses, and visitors — a true reflection of the community’s character and spirit.
15
Around Here, We Go the Extra Mile
15
List of Complementary Services
1
3
2
4
We continuously scan and improve
accessibility across the site, ensuring
La Quinta stays inclusive, compliant,
and welcoming to all.
We catch broken links and optimize
for search engines to keep your
website trusted, discoverable, and up-
to-date.
We create ready-to-use, beautifully
branded templates for flyers and
newsletters so every message from La
Quinta feels unified, polished, and
unmistakably “City Voice.”
We track your website’s speed and
uptime 24/7, optimizing for a smooth,
fast experience no matter the device or
time of day.
We design bold, on-brand homepage
banners that bring La Quinta’s events
and celebrations to life, turning your
website into a vibrant reflection of the
community all year round.
5
6
ADA Compliance Audits &
Monitoring
Broken Link & SEO Health
Monitoring
Branded Templates for Flyers
or Newsletters
Performance Monitoring
Seasonal or Event-Based
Homepage Banners
We lead a strategic content migration
process that trims outdated materials
and ensures La Quinta’s new site is
clean, current, and community-
focused.
Content Migration Planning &
Cleanup
List of Complementary Services
7
9
8
10
We offer writing support for key pages,
helping La Quinta tell its story clearly,
confidently, and in a voice that reflects
its unique character.
We embed social feeds and optimize
content sharing to help the City
connect with residents in real time,
right where they are..
We create custom, branded CMS
tutorial videos using La Quinta’s
actual workflows so staff can learn at
their own pace — anytime, anywhere.
We ensure every resident feels
included by providing culturally
thoughtful translations powered by
native speakers.
We design clear, mobile-friendly alert
banners and easy-to-use publishing
tools so urgent updates reach the
public fast — and in their language.
11
12
Writing Assistance for Key
Pages
Social Media Integration
Strategy
Custom CMS Video Tutorial
Multilingual Content Strategy
Emergency Alert Template &
Workflow
We host live virtual training sessions
throughout the year to keep La
Quinta’s staff confident, current, and
fully in control of their website.
Live Training Sessions
(Yearly/Quarterly)
15
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Staffing and Project Organization
At Alpha Co., it’s not just who works on your project—it’s how we work together that sets us apart. While
you’ve already been introduced to the core team behind this project, this section outlines the workflow,
support, and communication structure that ensures everything from launch day to long-term updates flows
seamlessly.
Around Here, We Keep Things Running Smoothly
Roles & Responsibilities Summary
Project Manager: Oversees day-to-day activity, point of contact for all updates, ensures timeline and
deliverables stay on track. Leads daily internal meetings.
Developers & IT: Handle website maintenance, implement change requests, manage ticket system,
perform daily backups, and monitor performance.
Support & Content Team: Manage content updates, seasonal refreshes, and training documentation on
Teachable.
SEO & Analytics Lead: Conducts monthly reporting, SEO performance tracking, and consistent monitoring
of site health.
Day-to-Day Communication & Workflow- Around Here, We Stay Connected
Daily Internal Stand-ups: We hold daily meetings with our PMs, Developers, and IT to review all incoming
client emails, service requests, and performance checks. Nothing gets lost in translation.
Ticketing System: La Quinta will have access to a dedicated ticketing system for submitting change
requests or reporting issues — ensuring clear tracking, updates, and status notifications.
Client-Editable Training: We maintain a custom training library in Teachable, with step-by-step videos and
walkthroughs for editing your site. Any time a new question arises, we record new content so your team is
always supported.
Consulting Check-ins: When requests are complex or clarity is needed, we schedule quick Google Meet
or phone consultations to review needs together — making sure your vision translates online.
Automatic Daily Backups & Frequent Updates: Your site is backed up daily to protect against data loss.
With frequent weekly updates, we ensure everything’s safe, secure, and running smoothly.
Ongoing Maintenance & Reporting
Monthly Performance Reports: Every month, you’ll receive a comprehensive report including SEO
performance, clicks, impressions, forms submitted, calls, and other custom metrics you care about.
Consistent SEO & Website Monitoring: We continually track your site’s SEO health and functionality,
ensuring that nothing unusual or malfunctioning happens unnoticed.
Training System Maintenance: Our Teachable training platform is continuously updated with new videos
and guides based on client questions — keeping your team comfortable and confident.
Discovery
& Planning
Design &
Development
Launch
Preparation & QA
Go-Live &
Support
Ongoing
Maintenance
ATTACHMENT 2
INSURANCE REQUIREMENTS ACKNOWLEDGEMENT
Must be executed by proposer and submitted with the proposal
I, ________________________________________ (name) hereby acknowledge and confirm that
__________________________________ (name of company) has reviewed
the City’s indemnification and minimum insurance requirements as listed in Exhibits E and
F of the City’s Agreement for Contract Services (Attachment 1); and declare that insurance
certificates and endorsements verifying compliance will be provided if an agreement is awarded.
I am _________________________________ of ______________________________,
(Title) (Company)
✔
Commercial General Liability (at least as broad as ISO CG 0001)
$1,000,000 (per occurrence); $2,000,000 (general aggregate)
Must include the following endorsements:
✔ General Liability Additional Insured
✔ General Liability Primary and Noncontributory
✔Commercial Auto Liability (at least as broad as ISO CA 0001)
$1,000,000 (per accident)
Personal Auto Declaration Page (if applicable)
✔Cyber Liability
$1,000,000 (per occurrence)
$2,000,000 (general aggregate)
✔Worker’s Compensation (per statutory requirements)
Must include the following endorsement:
✔ Worker’s Compensation Waiver of Subrogation
Worker’s Compensation Declaration of Sole Proprietor (if applicable)
Page of 11
Juan Osorio
Alpha Company Marketing and Media
CEO/Co-founder Alpha Company Marketing and Media
Page 10 of 11
ATTACHMENT 3
NON-COLLUSION AFFIDAVIT FORM
Must be executed by proposer and submitted with the proposal
I, ________________________________________ (name) hereby declare as follows:
I am _________________________________ of ______________________________,
(Title) (Company)
the party making the foregoing proposal, that the proposal is not made in the interest of, or on behalf
of, any undisclosed person, partnership, company, association, organization, or corporation; that the
proposal is genuine and not collusive or sham; that the proposer has not directly or indirectly induced
or solicited any other proposer to put in a false or sham proposal, and has not directly or indirectly
colluded, conspired, connived, or agreed with any proposer or anyone else to put in a sham proposal,
or that anyone shall refrain from proposing; that the proposer has not in any manner, directly or
indirectly, sought by agreement, communication, or conference with anyone to fix the proposal price of
the proposer or any other proposer, or to fix any overhead, profit, or cost element of the proposal price,
or of that of any other proposer, or to secure any advantage against the public body awarding the
agreement of anyone interested in the proposed agreement; that all statements contained in the
proposal are true; and, further, that the proposer has not, directly or indirectly, submitted his or her
proposal price or any breakdown 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: __________________________________________________
Juan Osorio
CEO/Co-founder Alpha Company Marketing and Media
Juan Osorio
CEO/Co-founder
Alpha Company Marketing and Media
2532 Hadley Cir, Sugar Land TX 77478
Page 11 of 11
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
AGREEMENT FOR CONTRACT SERVICES
THIS AGREEMENT FOR CONTRACT SERVICES (the “Agreement”) is made and
entered into by and between the CITY OF LA QUINTA, (“City”), a California municipal
corporation, and [insert type of business entity, e.g. sole proprietorship, California Limited
Liability Corporation, etc], with a place of business at
____________________________________ (“Contracting Party”). The parties hereto
agree as follows:
1.SERVICES OF CONTRACTING PARTY.
1.1 Scope of Services. In compliance with all terms and conditions of this
Agreement, Contracting Party shall provide those services related to
______________________, as specified in the “Scope of Services” attached hereto as
“Exhibit A” and incorporated herein by this reference (the “Services”). Contracting Party
represents and warrants that Contracting Party is a provider of first-class work and/or
services and Contracting Party is experienced in performing the Services contemplated
herein and, in light of such status and experience, Contracting Party covenants that it
shall follow industry standards in performing the Services required hereunder, and that
all materials, if any, will be of good quality, fit for the purpose intended. For purposes of
this Agreement, the phrase “industry standards” shall mean those standards of practice
recognized by one or more first-class firms performing similar services under similar
circumstances.
1.2 Compliance with Law. All Services rendered hereunder shall be provided
in accordance with all ordinances, resolutions, statutes, rules, regulations, and laws of
the City and any Federal, State, or local governmental agency of competent jurisdiction.
1.3 Wage and Hour Compliance, Contracting Party shall comply with applicable
Federal, State, and local wage and hour laws.
1.4 Licenses, Permits, Fees and Assessments. Except as otherwise specified
herein, Contracting Party shall obtain at its sole cost and expense such licenses, permits,
and approvals as may be required by law for the performance of the Services required by
this Agreement, including a City of La Quinta business license. Contracting Party and its
employees, agents, and subcontractors shall, at their sole cost and expense, keep in
effect at all times during the term of this Agreement any licenses, permits, and approvals
that are legally required for the performance of the Services required by this Agreement.
Contracting Party shall have the sole obligation to pay for any fees, assessments, and
taxes, plus applicable penalties and interest, which may be imposed by law and arise
from or are necessary for the performance of the Services required by this Agreement,
and shall indemnify, defend (with counsel selected by City), and hold City, its elected
officials, officers, employees, and agents, free and harmless against any such fees,
assessments, taxes, penalties, or interest levied, assessed, or imposed against City
hereunder. Contracting Party shall be responsible for all subcontractors’ compliance with
this Section.
ATTACHMENT 1
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Alpha Company Marketing and Media
Digital Marketing
1.5 Familiarity with Work. By executing this Agreement, Contracting Party
warrants that (a) it has thoroughly investigated and considered the Services to be
performed, (b) it has investigated the site where the Services are to be performed, if any,
and fully acquainted itself with the conditions there existing, (c) it has carefully considered
how the Services should be performed, and (d) it fully understands the facilities,
difficulties, and restrictions attending performance of the Services under this Agreement.
Should Contracting Party discover any latent or unknown conditions materially differing
from those inherent in the Services or as represented by City, Contracting Party shall
immediately inform City of such fact and shall not proceed except at Contracting Party’s
risk until written instructions are received from the Contract Officer, or assigned
designee (as defined in Section 4.2 hereof).
1.6 Standard of Care. Contracting Party acknowledges and understands that
the Services contracted for under this Agreement require specialized skills and abilities
and that, consistent with this understanding, Contracting Party’s work will be held to an
industry standard of quality and workmanship. Consistent with Section 1.5 hereinabove,
Contracting Party represents to City that it holds the necessary skills and abilities to satisfy
the industry standard of quality as set forth in this Agreement. Contracting Party shall
adopt reasonable methods during the life of this Agreement to furnish continuous
protection to the Services performed by Contracting Party, and the equipment, materials,
papers, and other components thereof to prevent losses or damages, and shall be
responsible for all such damages, to persons or property, until acceptance of the Services
by City, except such losses or damages as may be caused by City’s own negligence.
The performance of Services by Contracting Party shall not relieve Contracting Party from
any obligation to correct any incomplete, inaccurate, or defective work at no further cost
to City, when such inaccuracies are due to the negligence of Contracting Party.
1.7 Additional Services. In accordance with the terms and conditions of this
Agreement, Contracting Party shall perform services in addition to those specified in the
Scope of Services (“Additional Services”) only when directed to do so by the Contract
Officer, or assigned designee, provided that Contracting Party shall not be required to
perform any Additional Services without compensation. Contracting Party shall not
perform any Additional Services until receiving prior written authorization (in the form of
a written change order if Contracting Party is a contractor performing the Services) from
the Contract Officer, or assigned designee, incorporating therein any adjustment in
(i)the Contract Sum, and/or (ii) the time to perform this Agreement, which said
adjustments are subject to the written approval of Contracting Party. It is expressly
understood by Contracting Party that the provisions of this Section shall not apply to the
Services specifically set forth in the Scope of Services or reasonably contemplated
therein. It is specifically understood and agreed that oral requests and/or approvals of
Additional Services shall be barred and are unenforceable. Failure of Contracting Party
to secure the Contract Officer’s, or assigned designee’s written authorization for
Additional Services shall constitute a waiver of any and all right to adjustment of the
Contract Sum or time to perform this Agreement, whether by way of compensation,
restitution, quantum meruit, or the like, for Additional Services provided without the
appropriate authorization from the Contract Officer, or assigned designee.
Compensation for properly authorized Additional Services shall be made in accordance
with Section 2.3 of this Agreement.
1.8 Special Requirements. Additional terms and conditions of this Agreement,
if any, which are made a part hereof are set forth in “Exhibit D” (the “Special
Requirements”), which is incorporated herein by this reference and expressly made a part
hereof. In the event of a conflict between the provisions of the Special Requirements and
any other provisions of this Agreement, the provisions of the Special Requirements shall
govern.
2.COMPENSATION.
2.1 Contract Sum. For the Services rendered pursuant to this Agreement,
Contracting Party shall be compensated in accordance with “Exhibit B” (the “Schedule of
Compensation”) in a total amount not to exceed ___________________________
Dollars ($______________), for the life of the Agreement, encompassing the Initial and
any Extended Terms (the “Contract Sum”), except as provided in Section 1.7. The
method of compensation set forth in the Schedule of Compensation may include a lump
sum payment upon completion, payment in accordance with the percentage of completion
of the Services, payment for time and materials based upon Contracting Party’s rate
schedule, but not exceeding the Contract Sum, or such other reasonable methods as may
be specified in the Schedule of Compensation. The Contract Sum shall include the
attendance of Contracting Party at all project meetings reasonably deemed necessary by
City; Contracting Party shall not be entitled to any additional compensation for attending
said meetings. Compensation may include reimbursement for actual and necessary
expenditures for reproduction costs, transportation expense, telephone expense, and
similar costs and expenses when and if specified in the Schedule of Compensation.
Regardless of the method of compensation set forth in the Schedule of Compensation,
Contracting Party’s overall compensation shall not exceed the Contract Sum, except as
provided in Section 1.7 of this Agreement.
2.2 Method of Billing & Payment. Any month in which Contracting Party wishes
to receive payment, Contracting Party shall submit to City no later than the tenth
(10th) working day of such month, in the form approved by City’s Finance Director, an
invoice for Services rendered prior to the date of the invoice. Such invoice shall
(1)describe in detail the Services provided, including time and materials, and (2) specify
each staff member who has provided Services and the number of hours assigned to each
such staff member. Such invoice shall contain a certification by a principal member of
Contracting Party specifying that the payment requested is for Services performed in
accordance with the terms of this Agreement. Upon approval in writing by the Contract
Officer, or assigned designee, and subject to retention pursuant to Section 8.3, City will
pay Contracting Party for all items stated thereon which are approved by City pursuant to
this Agreement no later than thirty (30) days after invoices are received by the City’s
Finance Department.
2.3 Compensation for Additional Services. Additional Services approved in
advance by the Contract Officer, or assigned designee, pursuant to Section 1.7 of this
Agreement shall be paid for in an amount agreed to in writing by both City and Contracting
Party in advance of the Additional Services being rendered by Contracting Party. Any
compensation for Additional Services amounting to five percent (5%) or less of the
Contract Sum may be approved by the Contract Officer, or assigned designee. Any
greater amount of compensation for Additional Services must be approved by the La
Quinta City Council, the City Manager, or Department Director, depending upon City laws,
regulations, rules and procedures concerning public contracting. Under no circumstances
shall Contracting Party receive compensation for any Additional Services unless prior
written approval for the Additional Services is obtained from the Contract Officer, or
assigned designee, pursuant to Section 1.7 of this Agreement.
3.PERFORMANCE SCHEDULE.
3.1 Time of Essence. Time is of the essence in the performance of this
Agreement. If the Services not completed in accordance with the Schedule of
Performance, as set forth in Section 3.2 and “Exhibit C”, it is understood that the City will
suffer damage.
3.2 Schedule of Performance. All Services rendered pursuant to this
Agreement shall be performed diligently and within the time period established in “Exhibit
C” (the “Schedule of Performance”). Extensions to the time period specified in the
Schedule of Performance may be approved in writing by the Contract Officer, or
assigned designee.
3.3 Force Majeure. The time period specified in the Schedule of Performance
for performance of the Services rendered pursuant to this Agreement shall be extended
because of any delays due to unforeseeable causes beyond the control and without the
fault or negligence of Contracting Party, including, but not restricted to, acts of God or of
the public enemy, fires, earthquakes, floods, epidemic, quarantine restrictions, riots,
strikes, freight embargoes, acts of any governmental agency other than City, and
unusually severe weather, if Contracting Party shall within ten (10) days of the
commencement of such delay notify the Contract Officer, or assigned designee, in
writing of the causes of the delay. The Contract Officer, or assigned designee, shall
ascertain the facts and the extent of delay, and extend the time for performing the
Services for the period of the forced delay when and if in the Contract Officer’s judgment
such delay is justified, and the Contract Officer’s determination, or assigned designee,
shall be final and conclusive upon the parties to this Agreement. Extensions to time
period in the Schedule of Performance which are determined by the Contract Officer, or
assigned designee, to be justified pursuant to this Section shall not entitle the
Contracting Party to additional compensation in excess of the Contract Sum.
3.4 Term. Unless earlier terminated in accordance with the provisions in
Article 8.0 of this Agreement, the term of this agreement shall commence on
_______________, 2024, and terminate on ____________, 20___ (“Initial Term”). This
Agreement may be extended for _________ additional year(s) upon mutual agreement
by both parties (“Extended Term”), and executed in writing.
4.COORDINATION OF WORK.
4.1 Representative of Contracting Party. The following principals of Contracting
Party (“Principals”) are hereby designated as being the principals and representatives of
Contracting Party authorized to act in its behalf with respect to the Services specified
herein and make all decisions in connection therewith:
(a)Name
Telephone No.:
Email:
(b)Name
Telephone No.:
Email:
It is expressly understood that the experience, knowledge, capability, and
reputation of the foregoing Principals were a substantial inducement for City to enter into
this Agreement. Therefore, the foregoing Principals shall be responsible during the term
of this Agreement for directing all activities of Contracting Party and devoting sufficient
time to personally supervise the Services hereunder. For purposes of this Agreement,
the foregoing Principals may not be changed by Contracting Party and no other personnel
may be assigned to perform the Services required hereunder without the express written
approval of City.
4.2 Contract Officer. The “Contract Officer”, otherwise known as [ENTER
NAME OF DEPARTMENT MANAGER OR DIRECTOR] or assigned designee
may be designated in writing by the City Manager of the City. It shall be Contracting
Party’s responsibility to assure that the Contract Officer, or assigned designee, is kept
informed of the progress of the performance of the Services, and Contracting Party shall
refer any decisions, that must be made by City to the Contract Officer, or assigned
designee. Unless otherwise specified herein, any approval of City required hereunder
shall mean the approval of the Contract Officer, or assigned designee. The Contract
Officer, or assigned designee, shall have authority to sign all documents on behalf of
City required hereunder to carry out the terms of this Agreement.
4.3 Prohibition Against Subcontracting or Assignment. The experience,
knowledge, capability, and reputation of Contracting Party, its principals, and its
employees were a substantial inducement for City to enter into this Agreement. Except
as set forth in this Agreement, Contracting Party shall not contract or subcontract with
any other entity to perform in whole or in part the Services required hereunder without the
express written approval of City. In addition, neither this Agreement nor any interest
herein may be transferred, assigned, conveyed, hypothecated, or encumbered,
voluntarily or by operation of law, without the prior written approval of City. Transfers
restricted hereunder shall include the transfer to any person or group of persons acting in
concert of more than twenty five percent (25%) of the present ownership and/or control
of Contracting Party, taking all transfers into account on a cumulative basis. Any
attempted or purported assignment or contracting or subcontracting by Contracting Party
without City’s express written approval shall be null, void, and of no effect. No approved
transfer shall release Contracting Party of any liability hereunder without the express
consent of City.
4.4 Independent Contractor. Neither City nor any of its employees shall have
any control over the manner, mode, or means by which Contracting Party, its agents, or
its employees, perform the Services required herein, except as otherwise set forth herein.
City shall have no voice in the selection, discharge, supervision, or control of Contracting
Party’s employees, servants, representatives, or agents, or in fixing their number or hours
of service. Contracting Party shall perform all Services required herein as an independent
contractor of City and shall remain at all times as to City a wholly independent contractor
with only such obligations as are consistent with that role. Contracting Party shall not at
any time or in any manner represent that it or any of its agents or employees are agents
or employees of City. City shall not in any way or for any purpose become or be deemed
to be a partner of Contracting Party in its business or otherwise or a joint venture or a
member of any joint enterprise with Contracting Party. Contracting Party shall have no
power to incur any debt, obligation, or liability on behalf of City. Contracting Party shall
not at any time or in any manner represent that it or any of its agents or employees are
agents or employees of City. Except for the Contract Sum paid to Contracting Party as
provided in this Agreement, City shall not pay salaries, wages, or other compensation to
Contracting Party for performing the Services hereunder for City. City shall not be liable
for compensation or indemnification to Contracting Party for injury or sickness arising out
of performing the Services hereunder. Notwithstanding any other City, state, or federal
policy, rule, regulation, law, or ordinance to the contrary, Contracting Party and any of its
employees, agents, and subcontractors providing services under this Agreement shall not
qualify for or become entitled to any compensation, benefit, or any incident of employment
by City, including but not limited to eligibility to enroll in the California Public Employees
Retirement System (“PERS”) as an employee of City and entitlement to any contribution
to be paid by City for employer contributions and/or employee contributions for PERS
benefits. Contracting Party agrees to pay all required taxes on amounts paid to
Contracting Party under this Agreement, and to indemnify and hold City harmless from
any and all taxes, assessments, penalties, and interest asserted against City by reason
of the independent contractor relationship created by this Agreement. Contracting Party
shall fully comply with the workers’ compensation laws regarding Contracting Party and
Contracting Party’s employees. Contracting Party further agrees to indemnify and hold
City harmless from any failure of Contracting Party to comply with applicable workers’
compensation laws. City shall have the right to offset against the amount of any payment
due to Contracting Party under this Agreement any amount due to City from Contracting
Party as a result of Contracting Party’s failure to promptly pay to City any reimbursement
or indemnification arising under this Section.
4.5 Identity of Persons Performing Work. Contracting Party represents that it
employs or will employ at its own expense all personnel required for the satisfactory
performance of any and all of the Services set forth herein. Contracting Party represents
that the Services required herein will be performed by Contracting Party or under its direct
supervision, and that all personnel engaged in such work shall be fully qualified and shall
be authorized and permitted under applicable State and local law to perform such tasks
and services.
4.6 City Cooperation. City shall provide Contracting Party with any plans,
publications, reports, statistics, records, or other data or information pertinent to the
Services to be performed hereunder which are reasonably available to Contracting Party
only from or through action by City.
5.INSURANCE.
5.1 Insurance. Prior to the beginning of any Services under this Agreement and
throughout the duration of the term of this Agreement, Contracting Party shall procure
and maintain, at its sole cost and expense, and submit concurrently with its execution of
this Agreement, policies of insurance as set forth in “Exhibit E” (the “Insurance
Requirements”) which is incorporated herein by this reference and expressly made a part
hereof.
5.2 Proof of Insurance. Contracting Party shall provide Certificate of Insurance
to Agency along with all required endorsements. Certificate of Insurance and
endorsements must be approved by Agency’s Risk Manager prior to commencement of
performance.
6.INDEMNIFICATION.
6.1 Indemnification. To the fullest extent permitted by law, Contracting Party
shall indemnify, protect, defend (with counsel selected by City), and hold harmless City
and any and all of its officers, employees, agents, and volunteers as set forth in “Exhibit
F” (“Indemnification”) which is incorporated herein by this reference and expressly made
a part hereof.
7.RECORDS AND REPORTS.
7.1 Reports. Contracting Party shall periodically prepare and submit to the
Contract Officer, or assigned designee, such reports concerning Contracting Party’s
performance of the Services required by this Agreement as the Contract Officer, or
assigned designee, shall require. Contracting Party hereby acknowledges that City is
greatly concerned about the cost of the Services to be performed pursuant to this
Agreement. For this reason, Contracting Party agrees that if Contracting Party becomes
aware of any facts, circumstances, techniques, or events that may or will materially
increase or decrease the cost of the Services contemplated herein or, if Contracting Party
is providing design services, the cost of the project being designed, Contracting Party
shall promptly notify the Contract Officer, or assigned designee, of said fact,
circumstance, technique, or event and the estimated increased or decreased cost related
thereto and, if Contracting Party is providing design services, the estimated increased or
decreased cost estimate for the project being designed.
7.2 Records. Contracting Party shall keep, and require any subcontractors to
keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports
(including but not limited to payroll reports), studies, or other documents relating to the
disbursements charged to City and the Services performed hereunder (the “Books and
Records”), as shall be necessary to perform the Services required by this Agreement and
enable the Contract Officer, or assigned designee, to evaluate the performance of such
Services. Any and all such Books and Records shall be maintained in accordance with
generally accepted accounting principles and shall be complete and detailed. The
Contract Officer, or assigned designee, shall have full and free access to such Books
and Records at all times during normal business hours of City, including the right to
inspect, copy, audit, and make records and transcripts from such Books and Records.
Such Books and Records shall be maintained for a period of three (3) years following
completion of the Services hereunder, and City shall have access to such Books and
Records in the event any audit is required. In the event of dissolution of Contracting
Party’s business, custody of the Books and Records may be given to City, and access
shall be provided by Contracting Party’s successor in interest. Under California
Government Code Section 8546.7, if the amount of public funds expended under this
Agreement exceeds Ten Thousand Dollars ($10,000.00), this Agreement shall be subject
to the examination and audit of the State Auditor, at the request of City or as part of any
audit of City, for a period of three (3) years after final payment under this Agreement.
7.3 Ownership of Documents. All drawings, specifications, maps, designs,
photographs, studies, surveys, data, notes, computer files, reports, records, documents,
and other materials plans, drawings, estimates, test data, survey results, models,
renderings, and other documents or works of authorship fixed in any tangible medium of
expression, including but not limited to, physical drawings, digital renderings, or data
stored digitally, magnetically, or in any other medium prepared or caused to be prepared
by Contracting Party, its employees, subcontractors, and agents in the performance of
this Agreement (the “Documents and Materials”) shall be the property of City and shall be
delivered to City upon request of the Contract Officer, or assigned designee, or upon
the expiration or termination of this Agreement, and Contracting Party shall have no claim
for further employment or additional compensation as a result of the exercise by City of
its full rights of ownership use, reuse, or assignment of the Documents and Materials
hereunder. Any use, reuse or assignment of such completed Documents and Materials
for other projects and/or use of uncompleted documents without specific written
authorization by Contracting Party will be at City’s sole risk and without liability to
Contracting Party, and Contracting Party’s guarantee and warranties shall not extend to
such use, revise, or assignment. Contracting Party may retain copies of such Documents
and Materials for its own use. Contracting Party shall have an unrestricted right to use
the concepts embodied therein. All subcontractors shall provide for assignment to City
of any Documents and Materials prepared by them, and in the event Contracting Party
fails to secure such assignment, Contracting Party shall indemnify City for all damages
resulting therefrom.
7.4 In the event City or any person, firm, or corporation authorized by City
reuses said Documents and Materials without written verification or adaptation by
Contracting Party for the specific purpose intended and causes to be made or makes any
changes or alterations in said Documents and Materials, City hereby releases,
discharges, and exonerates Contracting Party from liability resulting from said change.
The provisions of this clause shall survive the termination or expiration of this Agreement
and shall thereafter remain in full force and effect.
7.5 Licensing of Intellectual Property. This Agreement creates a non-exclusive
and perpetual license for City to copy, use, modify, reuse, or sublicense any and all
copyrights, designs, rights of reproduction, and other intellectual property embodied in
the Documents and Materials. Contracting Party shall require all subcontractors, if any,
to agree in writing that City is granted a non-exclusive and perpetual license for the
Documents and Materials the subcontractor prepares under this Agreement. Contracting
Party represents and warrants that Contracting Party has the legal right to license any
and all of the Documents and Materials. Contracting Party makes no such representation
and warranty in regard to the Documents and Materials which were prepared by design
professionals other than Contracting Party or provided to Contracting Party by City. City
shall not be limited in any way in its use of the Documents and Materials at any time,
provided that any such use not within the purposes intended by this Agreement shall be
at City’s sole risk.
7.6 Release of Documents. The Documents and Materials shall not be
released publicly without the prior written approval of the Contract Officer, or assigned
designee, or as required by law. Contracting Party shall not disclose to any other entity
or person any information regarding the activities of City, except as required by law or as
authorized by City.
7.7 Confidential or Personal Identifying Information. Contracting Party
covenants that all City data, data lists, trade secrets, documents with personal identifying
information, documents that are not public records, draft documents, discussion notes, or
other information, if any, developed or received by Contracting Party or provided for
performance of this Agreement are deemed confidential and shall not be disclosed by
Contracting Party to any person or entity without prior written authorization by City or
unless required by law. City shall grant authorization for disclosure if required by any
lawful administrative or legal proceeding, court order, or similar directive with the force of
law. All City data, data lists, trade secrets, documents with personal identifying
information, documents that are not public records, draft documents, discussions, or other
information shall be returned to City upon the termination or expiration of this Agreement.
Contracting Party’s covenant under this section shall survive the termination or expiration
of this Agreement.
8.ENFORCEMENT OF AGREEMENT.
8.1 California Law. This Agreement shall be interpreted, construed, and
governed both as to validity and to performance of the parties in accordance with the laws
of the State of California. Legal actions concerning any dispute, claim, or matter arising
out of or in relation to this Agreement shall be instituted in the Superior Court of the County
of Riverside, State of California, or any other appropriate court in such county, and
Contracting Party covenants and agrees to submit to the personal jurisdiction of such
court in the event of such action.
8.2 Disputes. In the event of any dispute arising under this Agreement, the
injured party shall notify the injuring party in writing of its contentions by submitting a claim
therefore. The injured party shall continue performing its obligations hereunder so long
as the injuring party commences to cure such default within ten (10) days of service of
such notice and completes the cure of such default within forty-five (45) days after service
of the notice, or such longer period as may be permitted by the Contract Officer, or
assigned designee; provided that if the default is an immediate danger to the health,
safety, or general welfare, City may take such immediate action as City deems warranted.
Compliance with the provisions of this Section shall be a condition precedent to
termination of this Agreement for cause and to any legal action, and such compliance
shall not be a waiver of any party’s right to take legal action in the event that the dispute
is not cured, provided that nothing herein shall limit City’s right to terminate this
Agreement without cause pursuant to this Article 8.0. During the period of time that
Contracting Party is in default, City shall hold all invoices and shall, when the default is
cured, proceed with payment on the invoices. In the alternative, City may, in its sole
discretion, elect to pay some or all of the outstanding invoices during any period of default.
8.3 Retention of Funds. City may withhold from any monies payable to
Contracting Party sufficient funds to compensate City for any losses, costs, liabilities, or
damages it reasonably believes were suffered by City due to the default of Contracting
Party in the performance of the Services required by this Agreement.
8.4 Waiver. No delay or omission in the exercise of any right or remedy of a
non-defaulting party on any default shall impair such right or remedy or be construed as
a waiver. City’s consent or approval of any act by Contracting Party requiring City’s
consent or approval shall not be deemed to waive or render unnecessary City’s consent
to or approval of any subsequent act of Contracting Party. Any waiver by either party of
any default must be in writing and shall not be a waiver of any other default concerning
the same or any other provision of this Agreement.
8.5 Rights and Remedies are Cumulative. Except with respect to rights and
remedies expressly declared to be exclusive in this Agreement, the rights and remedies
of the parties are cumulative and the exercise by either party of one or more of such rights
or remedies shall not preclude the exercise by it, at the same or different times, of any
other rights or remedies for the same default or any other default by the other party.
8.6 Legal Action. In addition to any other rights or remedies, either party may
take legal action, at law or at equity, to cure, correct, or remedy any default, to recover
damages for any default, to compel specific performance of this Agreement, to obtain
declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes
of this Agreement.
8.7 Termination Prior To Expiration of Term. This Section shall govern any
termination of this Agreement, except as specifically provided in the following Section for
termination for cause. City reserves the right to terminate this Agreement at any time,
with or without cause, upon thirty (30) days’ written notice to Contracting Party. Upon
receipt of any notice of termination, Contracting Party shall immediately cease all
Services hereunder except such as may be specifically approved by the Contract Officer,
or assigned designee. Contracting Party shall be entitled to compensation for all
Services rendered prior to receipt of the notice of termination and for any Services
authorized by the Contract Officer, or assigned designee, thereafter in accordance with
the Schedule of Compensation or such as may be approved by the Contract Officer, or
assigned designee, except amounts held as a retention pursuant to this Agreement.
8.8 Termination for Default of Contracting Party. If termination is due to the
failure of Contracting Party to fulfill its obligations under this Agreement, Contracting Party
shall vacate any City-owned property which Contracting Party is permitted to occupy
hereunder and City may, after compliance with the provisions of Section 8.2, take over
the Services and prosecute the same to completion by contract or otherwise, and
Contracting Party shall be liable to the extent that the total cost for completion of the
Services required hereunder exceeds the compensation herein stipulated (provided that
City shall use reasonable efforts to mitigate such damages), and City may withhold any
payments to Contracting Party for the purpose of setoff or partial payment of the amounts
owed City.
8.9 Attorneys’ Fees. If either party to this Agreement is required to initiate or
defend or made a party to any action or proceeding in any way connected with this
Agreement, the prevailing party in such action or proceeding, in addition to any other relief
which may be granted, whether legal or equitable, shall be entitled to reasonable
attorneys’ fees; provided, however, that the attorneys’ fees awarded pursuant to this
Section shall not exceed the hourly rate paid by City for legal services multiplied by the
reasonable number of hours spent by the prevailing party in the conduct of the litigation.
Attorneys’ fees shall include attorneys’ fees on any appeal, and in addition a party entitled
to attorneys’ fees shall be entitled to all other reasonable costs for investigating such
action, taking depositions and discovery, and all other necessary costs the court allows
which are incurred in such litigation. All such fees shall be deemed to have accrued on
commencement of such action and shall be enforceable whether or not such action is
prosecuted to judgment. The court may set such fees in the same action or in a separate
action brought for that purpose.
9.CITY OFFICERS AND EMPLOYEES; NONDISCRIMINATION.
9.1 Non-liability of City Officers and Employees. No officer, official, employee,
agent, representative, or volunteer of City shall be personally liable to Contracting Party,
or any successor in interest, in the event or any default or breach by City or for any amount
which may become due to Contracting Party or to its successor, or for breach of any
obligation of the terms of this Agreement.
9.2 Conflict of Interest. Contracting Party covenants that neither it, nor any
officer or principal of it, has or shall acquire any interest, directly or indirectly, which would
conflict in any manner with the interests of City or which would in any way hinder
Contracting Party’s performance of the Services under this Agreement. Contracting Party
further covenants that in the performance of this Agreement, no person having any such
interest shall be employed by it as an officer, employee, agent, or subcontractor without
the express written consent of the Contract Officer, or assigned designee. Contracting
Party agrees to at all times avoid conflicts of interest or the appearance of any conflicts
of interest with the interests of City in the performance of this Agreement.
No officer or employee of City shall have any financial interest, direct or
indirect, in this Agreement nor shall any such officer or employee participate in any
decision relating to this Agreement which effects his financial interest or the financial
interest of any corporation, partnership or association in which he is, directly or indirectly,
interested, in violation of any State statute or regulation. Contracting Party warrants that
it has not paid or given and will not pay or give any third party any money or other
consideration for obtaining this Agreement.
9.3 Covenant against Discrimination. Contracting Party covenants that, by and
for itself, its heirs, executors, assigns, and all persons claiming under or through them,
that there shall be no discrimination against or segregation of, any person or group of
persons on account of any impermissible classification including, but not limited to, race,
color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry in
the performance of this Agreement. Contracting Party shall take affirmative action to
ensure that applicants are employed and that employees are treated during employment
without regard to their race, color, creed, religion, sex, marital status, sexual orientation,
national origin, or ancestry.
10.MISCELLANEOUS PROVISIONS.
10.1 Notice. Any notice, demand, request, consent, approval, or communication
either party desires or is required to give the other party or any other person shall be in
writing and either served personally or sent by prepaid, first-class mail to the address set
forth below. Either party may change its address by notifying the other party of the change
of address in writing. Notice shall be deemed communicated forty-eight (48) hours from
the time of mailing if mailed as provided in this Section.
To City:
CITY OF LA QUINTA
Attention:
78495 Calle Tampico
La Quinta, California 92253
To Contracting Party:
10.2 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of this Agreement or any other rule of
construction which might otherwise apply.
10.3 Section Headings and Subheadings. The section headings and
subheadings contained in this Agreement are included for convenience only and shall not
limit or otherwise affect the terms of this Agreement.
10.4 Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original, and such counterparts shall constitute one and
the same instrument.
10.5 Integrated Agreement. This Agreement including the exhibits hereto is the
entire, complete, and exclusive expression of the understanding of the parties. It is
understood that there are no oral agreements between the parties hereto affecting this
Agreement and this Agreement supersedes and cancels any and all previous
negotiations, arrangements, agreements, and understandings, if any, between the
parties, and none shall be used to interpret this Agreement.
10.6 Amendment. No amendment to or modification of this Agreement shall be
valid unless made in writing and approved by Contracting Party and by the City Council
of City. The parties agree that this requirement for written modifications cannot be waived
and that any attempted waiver shall be void.
10.7 Severability. In the event that any one or more of the articles, phrases,
sentences, clauses, paragraphs, or sections contained in this Agreement shall be
declared invalid or unenforceable, such invalidity or unenforceability shall not affect any
of the remaining articles, phrases, sentences, clauses, paragraphs, or sections of this
Agreement which are hereby declared as severable and shall be interpreted to carry out
the intent of the parties hereunder unless the invalid provision is so material that its
invalidity deprives either party of the basic benefit of their bargain or renders this
Agreement meaningless.
10.8 Unfair Business Practices Claims. In entering into this Agreement,
Contracting Party offers and agrees to assign to City all rights, title, and interest in and to
all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. § 15) or
under the Cartwright Act (Chapter 2, (commencing with Section 16700) of Part 2 of
Division 7 of the Business and Professions Code), arising from purchases of goods,
services, or materials related to this Agreement. This assignment shall be made and
become effective at the time City renders final payment to Contracting Party without
further acknowledgment of the parties.
10.9 No Third-Party Beneficiaries. With the exception of the specific provisions
set forth in this Agreement, there are no intended third-party beneficiaries under this
Agreement and no such other third parties shall have any rights or obligations hereunder.
10.10 Authority. The persons executing this Agreement on behalf of each of the
parties hereto represent and warrant that (i) such party is duly organized and existing,
(ii)they are duly authorized to execute and deliver this Agreement on behalf of said party,
(iii)by so executing this Agreement, such party is formally bound to the provisions of this
Agreement, and (iv) that entering into this Agreement does not violate any provision of
any other Agreement to which said party is bound. This Agreement shall be binding upon
the heirs, executors, administrators, successors, and assigns of the parties.
[SIGNATURES ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates
stated below.
CITY OF LA QUINTA,
a California Municipal Corporation
JON McMILLEN, City Manager
City of La Quinta, California
Dated:
CONTRACTING PARTY:
By:
Name:
Title:
ATTEST:
MONIKA RADEVA, City Clerk
City of La Quinta, California
By:
Name:
Title:
APPROVED AS TO FORM:
WILLIAM H. IHRKE, City Attorney
City of La Quinta, California
Alpha Company Marketing and Media
Juan Osorio
CEO/Co-founder