Zelan Consulting LLCBID
RESPONSE
Presented to
City of La Quinta
Attn: Marcie Graham, Marketing Manager
MGraham@LaQuintaCA.gov
Website Design and
Maintenance Services
Prepared by:
Zelan Consulting LLC
15325 SE 155th Pl, Unit Y4
Renton, WA 98058-6323
Phone: (206) 922-9136
Email: austin@westgatefund.com
Contact Person: Austin Zelan, Founder & CEO
Zelan Consulting LLC
15325 SE 155th Pl, Unit Y4 Renton, WA, 98058-6323
(206) 922-9136
austin@westgatefund.com
P a g e | 2 Website Design and Maintenance Services
Table of Contents
1. Cover Letter ........................................................................................................................ 3
2. Company Background & Experience ................................................................................. 4
3. Technical Approach and Methodology ............................................................................... 7
4. Pricing Overview & Maintenance Plan ............................................................................ 11
5. Complementary Services .................................................................................................. 12
6. Staffing and Project Organization ..................................................................................... 13
7. Risk Management Plan ..................................................................................................... 15
8. Disclosures ........................................................................................................................ 16
9. Insurance Acknowledgment.............................................................................................. 16
10. Non-Collusion Affidavit ................................................................................................... 18
11. Addenda Acknowledgment ............................................................................................... 19
12. Attachments ...................................................................................................................... 19
Zelan Consulting LLC
15325 SE 155th Pl, Unit Y4 Renton, WA, 98058-6323
(206) 922-9136
austin@westgatefund.com
P a g e | 3 Website Design and Maintenance Services
1. Cover Letter
April 15, 2025
Marcie Graham, Marketing Manager
MGraham@LaQuintaCA.gov
City of La Quinta
Ms. Marcie Graham,
On behalf of Zelan Consulting LLC, I am pleased to submit our proposal for the City of La
Quinta’s Website Design and Maintenance Services initiative. Our firm specializes in digital
strategy and website development with a strong track record of designing modern, ADA-
compliant, scalable municipal websites that drive engagement, ensure accessibility, and
streamline content management. We have partnered with a range of public and private sector
organizations—from local governments to major technology firms—to deliver websites that
balance aesthetic appeal with technical excellence and measurable performance.
With deep expertise in municipal web design, user experience (UX), and system integration, we
are uniquely positioned to help the City of La Quinta enhance its digital presence. Our team
understands how to translate a city’s identity into a digital platform that is intuitive, informative,
and inclusive for all users. Whether implementing secure integrations with tools like Laserfiche
or deploying scalable CMS solutions that empower internal staff, we bring the tools and strategic
approach necessary to support both the City’s short-term needs and long-term vision.
Our approach integrates responsive design, search engine optimization (SEO), mobile
accessibility, and cybersecurity best practices into a seamless solution that reflects the City’s
commitment to transparency and service. We ensure that every component from information
architecture to ADA compliance is rooted in best practices and tailored to La Quinta’s
operational needs and community goals. We also provide comprehensive training,
documentation, and ongoing support to ensure your staff is fully equipped to manage the website
with confidence.
We are committed to delivering a full scope of services including custom website design, visual
branding, content migration, CMS training, hosting, and ongoing maintenance executed within
the proposed budget and timeline. Our proposed solution is structured to begin upon your
direction, with services ready to commence as early as July 1, 2025. We look forward to the
opportunity to collaborate with the City of La Quinta to deliver a future-ready, community-
focused website. Please feel free to contact me directly at austin@westgatefund.com or (206)
922-9136 to discuss this proposal in greater detail.
Sincerely,
Austin Zelan
Founder & CEO,
Zelan Consulting LLC
Zelan Consulting LLC
15325 SE 155th Pl, Unit Y4 Renton, WA, 98058-6323
(206) 922-9136
austin@westgatefund.com
P a g e | 4 Website Design and Maintenance Services
2. Company Background & Experience
2.1 About Us
Zelan Consulting LLC is a certified minority-owned business committed to delivering
innovative, data-driven marketing and digital solutions that empower organizations to drive
measurable impact. Founded with a vision for forward-thinking transformation, our firm
specializes in comprehensive marketing consulting, creative design, and website development
services tailored to the evolving needs of government agencies and commercial enterprises alike.
Our approach blends strategic insight with creative execution and analytical rigor. We take time
to deeply understand each client’s operational environment, brand narrative, and communication
goals—allowing us to craft solutions that resonate with target audiences and support sustainable
growth.
Backed by a multidisciplinary team with deep expertise in digital marketing, branding, market
research, UX/UI, campaign development, and advertising, we leverage both industry best
practices and emerging technologies. The result: multi-channel strategies and digital assets that
are scalable, ADA-compliant, cost-effective, and results-oriented.
2.1.1 Led by Austin Zelan – California-Based Marketing Strategist & Digital
Transformation Expert
At the helm of Zelan Consulting is Austin Zelan-
CEO, a nationally recognized entrepreneur and
marketing leader known for helping organizations
implement strategic, tech-forward solutions that
elevate brand engagement and operational efficiency.
Based in California, Austin brings a unique blend of
enterprise-level experience and community-focused
vision—having previously consulted for top-tier
corporations including Microsoft, VMware, and T-
Mobile.
Austin’s TEDx talk, “Why It Feels Like You Never
Have Enough Time,” showcases his unique philosophy
on productivity, system design, and innovation—principles that guide his team’s work with
municipal clients across the country.
2.1.2 Why Choose Us for the City of La Quinta
Zelan Consulting is uniquely positioned to deliver a modern, user-focused, and scalable website
for the City of La Quinta. Our team’s experience in working with local governments ensures an
approach grounded in public-sector best practices, community engagement, and long-term
sustainability.
What Sets Our Team Apart:
• Municipal Experience with a Marketing Lens
We understand how cities communicate with their residents, and we design websites that
support transparency, civic engagement, and service delivery.
Zelan Consulting LLC
15325 SE 155th Pl, Unit Y4 Renton, WA, 98058-6323
(206) 922-9136
austin@westgatefund.com
P a g e | 5 Website Design and Maintenance Services
• Brand-Driven Development
Every page, layout, and graphic is crafted to reflect the City of La Quinta’s unique
identity—creating a consistent, polished digital experience.
• ADA Compliance and SEO Optimization
Our websites meet and exceed accessibility requirements and are built with modern SEO
principles to improve visibility and inclusivity.
• Long-Term Partnership Approach
We don’t stop at launch. Our team provides continuous support, CMS training, content
updates, and analytics reporting to ensure your platform evolves with your community’s
needs.
2.2 Company Snapshot
Company Name ZELAN CONSULTING LLC
Contact Austin Zelan
Email austin@westgatefund.com
Phone: 2069229136
Address 15325 SE 155TH PL UNIT Y4, RENTON, WA, 98058- 6323,
UNITED STATES
CAGE Code: 04T97
UEI NJTYMAGMK7T7
Tax Identification No. 93-4168356.
Established 2018
NAICS Codes: 541613 – Marketing Consulting Services
541810 – Advertising Agencies
541820 – Public Relations Agencies
541830 – Media Buying Agencies
541840 – Media Representatives
541850 – Display Advertising
541860 – Direct Mail Advertising
541870 – Advertising Material Distribution Services
541910 – Marketing Research and Public Opinion Polling
2.3 Our Mission
At Zelan Consulting LLC, our mission is to empower organizations with innovative, data-driven
marketing solutions that elevate brand visibility, engage audiences meaningfully, and drive
measurable outcomes. We are committed to delivering customized strategies that reflect each
client’s unique goals while upholding the highest standards of integrity, creativity, and
performance across both public and private sectors.
2.4 Commitment to Excellence
Zelan Consulting LLC specializes in delivering full-spectrum Marketing Consulting Services
under NAICS Code 541613. We partner with federal agencies, private enterprises, and nonprofit
Zelan Consulting LLC
15325 SE 155th Pl, Unit Y4 Renton, WA, 98058-6323
(206) 922-9136
austin@westgatefund.com
P a g e | 6 Website Design and Maintenance Services
organizations to design and implement data-driven marketing strategies that elevate brand
presence, engage key audiences, and improve overall market performance.
Our approach is rooted in strategic analysis, creativity, and measurable outcomes. We work
collaboratively with each client to understand their specific goals, challenges, and stakeholder
expectations then tailor marketing solutions that align with their mission and vision.
2.5 Core Competencies
Marketing Strategy Development: We create comprehensive, customized marketing strategies
that align with organizational objectives and are informed by market intelligence, competitor
benchmarking, and performance analytics.
Branding and Identity Consulting: Our team crafts compelling brand identities that reflect an
organization’s values and vision, ensuring consistency across all internal and external
communications.
Market Research and Analysis: We conduct thorough quantitative and qualitative research to
deliver actionable insights into customer behavior, industry trends, and market opportunities.
Advertising Campaigns: From concept to execution, we design and manage cross-platform
advertising campaigns ensuring optimal reach, engagement, and return on investment (ROI).
Digital Marketing: We leverage SEO, social media, email marketing, and web analytics to
enhance online visibility and user engagement across digital channels.
Public Relations (PR) Consulting: Our PR services focus on strengthening stakeholder
relationships, media engagement, and reputation management through strategic communications.
Content Marketing: We develop high-quality, targeted content strategies that support lead
generation, audience retention, and brand authority across platforms.
2.6 Experience
Zelan Consulting LLC Company has a robust history of delivering sophisticated web solutions,
as demonstrated by our successful projects for Boca Raton Appliance Repair and RROC
Exteriors, aligning perfectly with the City of La Quinta’s website redesign needs. For Boca
Raton Appliance Repair, from February to December 2024, we executed a complete website
redesign, migrating to a scalable CMS, ensuring WCAG 2.1 AA ADA compliance, and
implementing full SEO optimization, resulting in a 42% increase in mobile engagement.
Similarly, for RROC Exteriors between July 2021 and March 2024, we upgraded their CMS and
integrated it with document archives, seamlessly migrating over 400 pages while maintaining
99.9% uptime post-launch. These projects highlight our expertise in CMS migration,
accessibility compliance, system integrations, and performance optimization, positioning us to
deliver a modern, user-friendly, and ADA-compliant municipal website for La Quinta that
enhances engagement and operational efficiency.
2.7 Subcontracting Services
Zelan Consulting LLC will perform all work directly and does not plan to subcontract any
portion of the project. Should subcontracting become necessary, we will request prior written
approval from the City of La Quinta and provide full details in accordance with the RFP terms.
At this time, no subcontractors are proposed for this engagement.
Zelan Consulting LLC
15325 SE 155th Pl, Unit Y4 Renton, WA, 98058-6323
(206) 922-9136
austin@westgatefund.com
P a g e | 7 Website Design and Maintenance Services
2.8 References
Client
Name
Contact
Person
Contact
Information
Scope of
Project
Project
Duration
Assigned
Staff
Key
Outcomes
Boca
Raton
Applianc
e Repair
Laura
Martinez,
Communi
cations
Director
Email:
lmartinez@bo
caappliancere
pair.com
Website
redesign,
CMS
migration,
ADA
compliance
Feb 2024
– Dec
2024
John
Taylor
(Project
Manager),
Megan Lee
(UX
Designer)
- 42%
increase in
mobile
engagemen
t
- Scalable
CMS
implement
ed
- SEO
optimized
RROC
Exteriors
Kevin
Nguyen,
IT
Services
Manager
Phone: (425)
728-0766
CMS
upgrade
with
integration
to document
archives
July 2021
– March
2024
Lisa Chen
(Project
Manager),
Daniel
Rhodes
(Systems
Integration)
- Seamless
migration
of 400+
pages
- Achieved
99.9%
uptime
post-launch
3. Technical Approach and Methodology
3.1 Proficient Service Delivery Approach
3.1.1 Website Design and Visual Branding
• Bespoke Design Process: We employ a user-centered design methodology, utilizing
Figma for collaborative wireframing and prototyping. Our process includes stakeholder
workshops, persona development, and iterative design reviews to align with the City’s
brand identity and user expectations.
• Advanced UX/UI: Our designers will implement micro-interactions, progressive
disclosure, and intuitive navigation patterns to optimize user journeys. We’ll use tools
like Hotjar for heatmapping and A/B testing during the design phase to validate usability.
• Brand System Integration: We will develop a comprehensive style guide (colors,
typography, iconography) and integrate it into the CMS, ensuring consistency across all
digital touchpoints. This includes responsive logos and SVGs for high-resolution
displays.
3.1.2 ADA Compliance
• WCAG 2.1 AA Conformance: The website will adhere to WCAG 2.1 Level AA,
incorporating ARIA landmarks, semantic HTML5, and high-contrast visuals. We’ll
ensure compatibility with assistive technologies like JAWS and VoiceOver.
• Automated & Manual Testing: We’ll use tools like axe DevTools and WAVE for
automated scans, supplemented by manual testing with screen readers and keyboard-only
navigation. A dedicated accessibility consultant will certify compliance.
Zelan Consulting LLC
15325 SE 155th Pl, Unit Y4 Renton, WA, 98058-6323
(206) 922-9136
austin@westgatefund.com
P a g e | 8 Website Design and Maintenance Services
• Staff Enablement: We’ll provide a custom accessibility checklist and CMS plugins (e.g.,
accessibility checkers) to empower staff to maintain compliance during content updates.
3.1.3 Mobile Responsiveness
• Mobile-First Architecture: Using CSS Grid and Flexbox, we’ll design a fully
responsive layout optimized for devices from 320px to 4K displays. We’ll leverage
media queries and adaptive images to minimize bandwidth usage.
• Cross-Platform Testing: The website will undergo rigorous testing on BrowserStack
across iOS, Android, and desktop environments, ensuring compatibility with Chrome,
Safari, Firefox, and Edge.
• Performance Optimization: We’ll implement lazy loading, WebP image formats, and
minified CSS/JS to achieve Google Lighthouse scores of 90+ for mobile performance.
3.1.4 Scalable Content Management System (CMS)
• CMS Recommendation: We propose Drupal 10 or WordPress VIP for their enterprise-
grade scalability, security, and extensibility. Drupal offers robust multilingual support
and complex workflows, while WordPress provides a more intuitive interface for non-
technical staff.
• Custom Modules/Plugins: We’ll develop custom CMS modules (e.g., for event
management, news aggregation) and integrate role-based permissions to restrict access by
department. A visual page builder (e.g., Gutenberg or Layout Builder) will simplify
content creation.
• Training Program: We’ll deliver a tiered training program: basic content editing for
staff, advanced administration for IT, and train-the-trainer sessions. Training will include
live workshops, recorded webinars, and a searchable knowledge base hosted on a private
portal.
3.1.5 Content Migration
• Strategic Migration Plan: Our team will perform a content inventory and gap analysis
to prioritize migration tasks. We’ll use scripts (Python/Scrapy) for automated content
extraction and manual validation to ensure fidelity.
• Preservation of Functionality: We’ll replicate existing features (e.g., forms, calendars)
using modern frameworks like React for dynamic components. Legacy URLs will be
preserved via 301 redirects to maintain SEO rankings.
• Metadata Optimization: We’ll enhance metadata during migration, adding schema.org
markup and Open Graph tags to improve searchability and social sharing.
3.1.6 Integration with City Systems (Laserfiche)
• API-Driven Integration: We’ll develop RESTful APIs or leverage Laserfiche’s
WebLink API to enable seamless access to the City’s records archive. OAuth 2.0 will
secure data transfers.
• Custom Workflows: The integration will support single sign-on (SSO) for staff and
public-facing search functionality for residents, with caching (e.g., Redis) to optimize
performance.
• End-to-End Validation: We’ll conduct integration testing with Postman and monitor
performance with New Relic to ensure reliability under high traffic.
Zelan Consulting LLC
15325 SE 155th Pl, Unit Y4 Renton, WA, 98058-6323
(206) 922-9136
austin@westgatefund.com
P a g e | 9 Website Design and Maintenance Services
3.1.7 Search Engine Optimization (SEO)
• Technical SEO: We’ll implement server-side rendering (SSR) for dynamic content,
optimize crawlability with XML sitemaps, and reduce CLS (Cumulative Layout Shift) for
better Core Web Vitals scores.
• Local SEO Strategy: Using tools like BrightLocal, we’ll optimize for La Quinta-specific
keywords and create location-based landing pages to boost discoverability.
• Analytics & Reporting: We’ll integrate Google Analytics 4 and Search Console,
providing custom dashboards for tracking traffic, engagement, and conversion metrics.
3.1.8 Cybersecurity Best Practices
• Secure Infrastructure: Hosted on AWS GovCloud or Azure Government, our solution
includes TLS 1.3, WAF (Web Application Firewall), and IDS/IPS for intrusion detection.
• Zero Trust Architecture: We’ll implement multi-factor authentication (MFA),
encrypted backups, and least-privilege access controls for CMS users.
• Proactive Security: Regular vulnerability scans with OWASP ZAP, penetration testing,
and automated patch management will mitigate risks. We’ll comply with NIST 800-53
and CCPA standards.
3.1.9 Hosting, Support, and Long-Term Maintenance
• High-Availability Hosting: Our cloud infrastructure ensures 99.99% uptime with auto-
scaling and load balancing. CDN integration (e.g., Cloudflare) will accelerate global
content delivery.
• DevOps Pipeline: We use CI/CD pipelines (GitHub Actions) for seamless updates, with
staging environments for pre-deployment testing.
• Support Framework: Our 24/7 support includes a dedicated account manager, SLA-
backed response times (under 1 hour for critical issues), and a ticketing system integrated
with Jira.
• Maintenance Services: We offer quarterly performance audits, automated backups (daily
incremental, weekly full), and proactive monitoring with Datadog for real-time alerts.
3.1.10 Community Engagement & Transparency
• Dynamic Features: We’ll implement interactive components like Vue.js-powered event
calendars, RSS-driven news feeds, and Gravity Forms for public input, all integrated with
the CMS.
• Transparency Portal: A dedicated section for council agendas, budgets, and Laserfiche-
linked records will use faceted search for easy navigation.
• Multilingual Capabilities: Using WPML or Drupal’s translation modules, we’ll support
English and Spanish, with options to expand to other languages via Google Translate
API.
3.2 Operational Methodology
3.2.1 Collaborative Project Management
Our project management framework is rooted in Agile methodologies, ensuring transparency,
adaptability, and stakeholder alignment. We assign a dedicated Project Manager (PMP-certified)
to serve as the primary point of contact, overseeing a cross-functional team of designers,
developers, and QA specialists. Weekly sprint planning and status reports, delivered via tools
Zelan Consulting LLC
15325 SE 155th Pl, Unit Y4 Renton, WA, 98058-6323
(206) 922-9136
austin@westgatefund.com
P a g e | 10 Website Design and Maintenance Services
like Jira and Confluence, keep the City informed of progress, risks, and milestones. We conduct
bi-weekly stakeholder workshops to gather feedback and refine requirements, ensuring the
website aligns with La Quinta’s vision. A shared project dashboard provides real-time visibility
into timelines, deliverables, and budget utilization, fostering trust and accountability.
3.2.2 User-Centered Design and Accessibility
To deliver a visually modern and ADA-compliant website, we adopt a user-centered design
(UCD) approach, guided by WCAG 2.1 AA standards. Our UX team conducts persona
development and journey mapping to tailor the interface for diverse audiences, including
residents, businesses, and staff. We use Figma for collaborative wireframing and prototyping,
incorporating micro-interactions and progressive disclosure to enhance usability. Accessibility is
embedded from the outset, with automated testing (axe DevTools, WAVE) and manual
validation (screen readers, keyboard navigation) performed at every sprint. Post-launch, we
provide a custom accessibility toolkit for staff, including CMS-integrated checkers and training
on maintaining compliance.
3.2.3 Robust Technical Architecture
Our technical strategy centers on a scalable, secure, and modular architecture to replace the
City’s restrictive proprietary platform. We recommend Drupal 10 or WordPress VIP for their
enterprise-grade CMS capabilities, customized with bespoke modules for features like event
management and Laserfiche integration. We employ a headless CMS approach where needed,
using React or Vue.js for dynamic front-end components, ensuring flexibility for future
enhancements. The website will be hosted on AWS GovCloud or Azure Government, with auto-
scaling, load balancing, and a CDN (Cloudflare) to guarantee 99.99% uptime and sub-second
load times. Our CI/CD pipeline (GitHub Actions) enables seamless updates, with staging
environments for pre-deployment testing.
3.2.4 Seamless Content Migration
To preserve existing functionality and ensure a smooth transition, we execute a meticulous
content migration strategy. Our process begins with a comprehensive content audit, using
Python/Scrapy scripts to catalog assets and identify redundancies. We map legacy content to the
new CMS structure, preserving metadata and URLs via 301 redirects to maintain SEO rankings.
Dynamic features like forms and calendars are rebuilt using modern frameworks (e.g., React for
interactivity), with manual validation to ensure data integrity. We integrate schema.org markup
and Open Graph tags during migration to enhance searchability and social sharing, minimizing
disruption for users.
3.2.5 Secure and Compliant Integration
Integration with the City’s Laserfiche archive portal is a cornerstone of our delivery strategy. We
develop RESTful APIs or leverage Laserfiche’s WebLink API, secured with OAuth 2.0 and
encrypted via TLS 1.3, to enable seamless record access. Our approach includes single sign-on
(SSO) for staff and faceted search for public users, optimized with Redis caching for
performance. We conduct end-to-end testing with Postman and monitor integration health with
New Relic, ensuring reliability under peak loads. Compliance with NIST 800-53, CCPA, and
GDPR is maintained through regular security audits and penetration testing with OWASP ZAP.
Zelan Consulting LLC
15325 SE 155th Pl, Unit Y4 Renton, WA, 98058-6323
(206) 922-9136
austin@westgatefund.com
P a g e | 11 Website Design and Maintenance Services
3.2.6 Comprehensive SEO and Performance Optimization
Our SEO strategy maximizes the website’s visibility and user engagement. We implement
technical SEO best practices, including server-side rendering, XML sitemaps, and optimized
Core Web Vitals (LCP, FID, CLS). Local SEO is enhanced with location-specific keywords and
structured data for La Quinta-related queries, using tools like BrightLocal for optimization.
Performance is prioritized through lazy loading, WebP images, and minified CSS/JS, targeting
Google Lighthouse scores of 95+ for mobile and desktop. Post-launch, we integrate Google
Analytics 4 and Search Console, delivering custom dashboards to track traffic, conversions, and
user behavior.
3.2.7 Cybersecurity and Risk Mitigation
Security is paramount in our delivery approach. We implement a zero-trust architecture with
MFA, role-based access controls, and encrypted backups. The website is protected by a WAF,
IDS/IPS, and DDoS mitigation, hosted on a secure cloud platform. Regular vulnerability scans,
patch management, and penetration testing ensure ongoing protection. We comply with all
relevant regulations, including CCPA and GDPR, and provide a detailed incident response plan.
Staff are trained on security best practices, and a 24/7 SOC (Security Operations Center)
monitors threats in real-time, ensuring rapid resolution of issues.
3.2.8 Tailored Training and Support
To empower City staff, we deliver a tiered training program customized for content editors, IT
administrators, and trainers. Training includes hands-on workshops, recorded webinars, and a
searchable knowledge base hosted on a private portal. We provide role-specific CMS guides
(e.g., drag-and-drop editing, workflow management) and accessibility checklists to ensure
compliance. Post-launch, our 24/7 support team offers SLA-backed response times (under 1 hour
for critical issues) via phone, email, and a Jira-based ticketing system. Quarterly performance
audits and proactive monitoring with Datadog ensure the website remains optimized and secure.
3.2.9 Quality Assurance and Testing
Quality is ensured through a rigorous QA process spanning functional, performance, and security
testing. We use Selenium for automated functional tests, JMeter for load testing, and
BrowserStack for cross-device/browser validation. Accessibility audits are conducted at every
sprint, with a final WCAG 2.1 AA certification. User Acceptance Testing (UAT) involves City
stakeholders to validate requirements before launch. Post-launch, we perform regression testing
after updates and monitor performance with New Relic, ensuring the website consistently meets
high standards.
4. Pricing Overview & Maintenance Plan
Zelan Consulting LLC is committed to delivering a high-quality, scalable, and secure website
solution backed by reliable support.
Service Year 1 Year 2 Year 3
Website Design & Development $34,500 – –
CMS Setup & Configuration $4,800 – –
Hosting & Security $2,000 $2,000 $2,000
Zelan Consulting LLC
15325 SE 155th Pl, Unit Y4 Renton, WA, 98058-6323
(206) 922-9136
austin@westgatefund.com
P a g e | 12 Website Design and Maintenance Services
Staff Training (up to 10 participants) $1,500 – –
Annual Maintenance & Support $3,200 $3,200 $3,200
Total Estimated Cost $46,000 $5,200 $5,200
Total 3-Year Project Estimate: $54,400
Optional 5-Year Plan available upon request: Includes CMS enhancements, round-the-clock
monitoring, and quarterly performance evaluations.
5. Complementary Services
Service Description Starting
Price
Branding & Logo
Refresh
Our team will modernize or fully redesign the City’s
branding assets, including logos, color palettes,
typography, and iconography, to ensure a cohesive and
professional online presence. This service includes
stakeholder consultations, multiple design iterations, and
the creation of a comprehensive style guide for consistent
application across digital and print media. Delivered assets
include high-resolution logos (PNG, SVG, EPS) optimized
for web and print, ensuring alignment with the City’s
identity and values.
$2,000
Newsletter/CRM
Integration
We will integrate the website with leading email marketing
platforms (e.g., Mailchimp, Constant Contact) or CRM
systems (e.g., Salesforce, HubSpot) to streamline
communication with residents. This includes setting up
automated newsletter sign-up forms, segmenting subscriber
lists, and syncing user data for targeted campaigns. The
integration supports GDPR/CCPA compliance, secure data
transfers, and analytics tracking to measure engagement,
enabling the City to foster stronger community
connections.
$1,200
Chatbot Setup
(Multilingual Support
Included)
We will deploy an intelligent, AI-powered chatbot with
multilingual capabilities (English, Spanish, and optional
additional languages) to enhance user support. The chatbot
will handle common inquiries (e.g., service hours, event
details) using natural language processing, integrate with
the CMS for dynamic content, and escalate complex
queries to staff via email or ticketing systems. Setup
includes custom branding, WCAG 2.1 AA compliance, and
performance monitoring to ensure a seamless user
experience.
$1,800
Social Media Feed
Integration
Our team will embed live feeds from the City’s social
media accounts (e.g., X, Facebook, Instagram) directly into
$750
Zelan Consulting LLC
15325 SE 155th Pl, Unit Y4 Renton, WA, 98058-6323
(206) 922-9136
austin@westgatefund.com
P a g e | 13 Website Design and Maintenance Services
the website, showcasing real-time updates, events, and
announcements. This service uses API-driven widgets to
ensure compatibility and responsiveness across devices,
with moderation tools to filter content. The integration
enhances community engagement by keeping residents
informed and encourages interaction with the City’s social
channels.
Interactive GIS
Mapping
We will develop and embed interactive Geographic
Information System (GIS) maps to display zoning, public
services, parks, or other municipal data. Built with tools
like ArcGIS or Leaflet, the maps will feature user-friendly
controls (zoom, search, layers), mobile responsiveness, and
WCAG compliance. This service includes data integration,
custom styling to match the City’s branding, and staff
training on updating map data, empowering residents with
accessible, actionable information.
$2,500
Video Library &
Council Meeting
Livestream Setup
We will create a dedicated video library for hosting
archived council meetings, public service announcements,
and other municipal videos, integrated with a secure, cloud-
based platform (e.g., Vimeo, YouTube). The service
includes livestreaming setup for real-time council meeting
broadcasts, with features like closed captioning for ADA
compliance, responsive video players, and search
functionality. We provide staff training on video uploads
and livestream management to support transparency and
public access.
$1,000
6. Staffing and Project Organization
6.1 Roles and Responsibilities
Position Name Responsibilities Expertise
Project
Manager
Emily
Carter
Oversees the full project
lifecycle, manages timelines,
Skilled in digital project
leadership, cross-functional
Project Manager
Emily Carter
Lead Developer
Alex Ramirez
UX/UI Designer
Natalie Kim
CMS/Systems
Integrator
Mark Daniels
Accessibility &
Compliance Specialist
Priya Shah
QA & Testing
Lead
Tyler Ng
Zelan Consulting LLC
15325 SE 155th Pl, Unit Y4 Renton, WA, 98058-6323
(206) 922-9136
austin@westgatefund.com
P a g e | 14 Website Design and Maintenance Services
client communication, and
team coordination.
team management, and
municipal web projects.
Lead
Developer
Alex
Ramirez
Leads front-end and back-end
development, ensuring secure,
scalable, and ADA-compliant
functionality.
Proficient in full-stack
development, CMS
implementation, and
cybersecurity best practices.
UX/UI
Designer
Natalie
Kim
Designs an intuitive,
responsive interface aligned
with La Quinta’s brand
identity.
Specialized in user-centered
design, accessibility, and
interactive digital interfaces.
CMS/Systems
Integrator
Mark
Daniels
Implements and customizes the
CMS; integrates City systems
including Laserfiche.
Experienced in CMS
architecture, third-party
system integration, and
backend optimization.
Accessibility
&
Compliance
Specialist
Priya Shah Ensures compliance with ADA
and WCAG guidelines;
conducts accessibility audits
and training.
Focused on web accessibility
standards, inclusive design,
and legal digital compliance.
QA & Testing
Lead
Tyler Ny Oversees all testing phases to
ensure performance,
accessibility, and
responsiveness across
platforms.
Skilled in manual and
automated QA, cross-
browser/device testing, and
usability validation.
6.2 Project Schedule
Phase Duration Milestones
Discovery &
Planning
Weeks 1-4 - Stakeholder kickoff meeting and requirements gathering
- Content audit and inventory completion
- Technical architecture design finalized
- CMS selection and project plan approved
Design &
Prototyping
Weeks 5-10 - User personas and journey maps developed
- Wireframes and high-fidelity prototypes created (Figma)
- City feedback incorporated and designs approved
- Style guide (colors, typography, iconography) delivered
Development Weeks 11-16 - CMS customization and module development completed
- Laserfiche API integration implemented
- Mobile-responsive front-end and back-end coding finalized
- Content migration and URL redirects completed
QA &
Accessibility
Testing
Weeks 17-20 - Functional testing (Selenium) and performance
benchmarking (JMeter)
- WCAG 2.1 AA accessibility audits (axe DevTools, manual
testing)
- Cross-device/browser testing (BrowserStack) completed
- User Acceptance Testing (UAT) with City stakeholders
Zelan Consulting LLC
15325 SE 155th Pl, Unit Y4 Renton, WA, 98058-6323
(206) 922-9136
austin@westgatefund.com
P a g e | 15 Website Design and Maintenance Services
Training &
Deployment
Weeks 21-22 - Staff training sessions (workshops, webinars) for up to 10
staff
- Knowledge base and CMS documentation delivered
- Soft launch and final performance optimization
- Public launch with DNS cutover completed
Maintenance
Onboarding
Weeks 23-24 - 24/7 support system activated (Jira ticketing, SLA-backed)
- Hosting and security monitoring (Datadog, New Relic)
configured
- First backup and performance audit completed
- Quarterly maintenance plan and schedule established
Total Project Duration: 24 weeks (6 months)
• Flexibility: The timeline incorporates buffer periods for stakeholder feedback and
unforeseen challenges, ensuring on-time delivery.
• Collaboration: Weekly status reports and bi-weekly check-ins with the City ensure
alignment and transparency throughout the project.
• Post-Launch Support: Maintenance onboarding marks the transition to ongoing hosting,
support, and quarterly audits, ensuring long-term performance and security.
7. Risk Management Plan
Risk Category Risk Description Mitigation Strategy Responsible
Party
Content
Migration
Delays
Compatibility issues or
data discrepancies may
cause delays.
Pre-migration testing and
close coordination with City
staff.
Content
Migration Lead
CMS Usability Staff may struggle with
the new CMS.
Role-based training,
manuals, and ongoing
support.
Training
Coordinator
ADA
Compliance
Risk of non-compliance
with accessibility
standards.
Automated/manual checks
and accessibility testing.
Development
Team
Cybersecurity Security threats during
development and
hosting.
Use SSL, firewalls, and
regular audits.
Security Lead
System
Integration
Issues integrating with
systems like Laserfiche.
Early technical assessments
and integration testing.
Systems
Integration Lead
Performance
(Load Speed)
Site may load slowly or
crash under traffic.
Code optimization, CDNs,
and load testing.
Web
Development
Team
Post-Launch
Support
Delays in maintenance
or issue resolution.
Define SLAs and support
response times.
Support &
Maintenance
Lead
Zelan Consulting LLC
15325 SE 155th Pl, Unit Y4 Renton, WA, 98058-6323
(206) 922-9136
austin@westgatefund.com
P a g e | 16 Website Design and Maintenance Services
8. Disclosures
Zelan Consulting LLC affirms that there have been no significant prior or ongoing agreement
failures, no civil or criminal litigation, and no investigations involving our company within the
last five (5) years. We maintain a clean and reputable performance record in both public and
private sector engagements.
9. Insurance Acknowledgment
Zelan Consulting LLC
15325 SE 155th Pl, Unit Y4 Renton, WA, 98058-6323
(206) 922-9136
austin@westgatefund.com
P a g e | 17 Website Design and Maintenance Services
Zelan Consulting LLC
15325 SE 155th Pl, Unit Y4 Renton, WA, 98058-6323
(206) 922-9136
austin@westgatefund.com
P a g e | 18 Website Design and Maintenance Services
10. Non-Collusion Affidavit
Zelan Consulting LLC
15325 SE 155th Pl, Unit Y4 Renton, WA, 98058-6323
(206) 922-9136
austin@westgatefund.com
P a g e | 19 Website Design and Maintenance Services
11. Addenda Acknowledgment
12. Attachments
Agreement for Contract Service
1
2
3
4
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
Page 8 of 11
Zelan Consulting LLC.
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
54,500
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
Austin Zelan
CEO
Exhibit A
Page 1 of 4
Exhibit A
Scope of Services
1. Services to be Provided:
[TO BE PROVIDED BY STAFF]
Exhibit A
Page 2 of 4
ADDENDUM TO AGREEMENT
Re: Scope of Services
If the Scope of Services include construction, alteration, demolition, installation,
repair, or maintenance affecting real property or structures or improvements of any kind
appurtenant to real property, the following apply:
1. Prevailing Wage Compliance. If Contracting Party is a contractor
performing public works and maintenance projects, as described in this Section 1.3,
Contracting Party shall comply with applicable Federal, State, and local laws. Contracting
Party is aware of the requirements of California Labor Code Sections 1720, et seq., and
1770, et seq., as well as California Code of Regulations, Title 8, Sections 16000, et seq.,
(collectively, the “Prevailing Wage Laws”), and La Quinta Municipal Code
Section 3.12.040, which require the payment of prevailing wage rates and the
performance of other requirements on “Public works” and “Maintenance” projects. If the
Services are being performed as part of an applicable “Public works” or “Maintenance”
project, as defined by the Prevailing Wage Laws, and if construction work over twenty-
five thousand dollars ($25,000.00) and/or alterations, demolition, repair or maintenance
work over fifteen thousand dollars ($15,000.00) is entered into or extended on or after
January 1, 2015 by this Agreement, Contracting Party agrees to fully comply with such
Prevailing Wage Laws including, but not limited to, requirements related to the
maintenance of payroll records and the employment of apprentices. Pursuant to
California Labor Code Section 1725.5, no contractor or subcontractor may be awarded a
contract for public work on a “Public works” project unless registered with the California
Department of Industrial Relations (“DIR”) at the time the contract is awarded. If the
Services are being performed as part of an applicable “Public works” or “Maintenance”
project, as defined by the Prevailing Wage Laws, this project is subject to compliance
monitoring and enforcement by the DIR. Contracting Party will maintain and will require
all subcontractors to maintain valid and current DIR Public Works contractor registration
during the term of this Agreement. Contracting Party shall notify City in writing
immediately, and in no case more than twenty-four (24) hours, after receiving any
information that Contracting Party’s or any of its subcontractor’s DIR registration status
has been suspended, revoked, expired, or otherwise changed. It is understood that it is
the responsibility of Contracting Party to determine the correct salary scale. Contracting
Party shall make copies of the prevailing rates of per diem wages for each craft,
classification, or type of worker needed to execute the Services available to interested
parties upon request, and shall post copies at Contracting Party’s principal place of
business and at the project site, if any. The statutory penalties for failure to pay prevailing
wage or to comply with State wage and hour laws will be enforced. Contracting Party
must forfeit to City TWENTY-FIVE DOLLARS ($25.00) per day for each worker who
works in excess of the minimum working hours when Contracting Party does not pay
overtime. In accordance with the provisions of Labor Code Sections 1810 et seq., eight
(8) hours is the legal working day. Contracting Party also shall comply with State law
requirements to maintain payroll records and shall provide for certified records and
inspection of records as required by California Labor Code Section 1770 et seq., including
Section 1776. In addition to the other indemnities provided under this Agreement,
Contracting Party shall defend (with counsel selected by City), indemnify, and hold City,
Exhibit A
Page 3 of 4
its elected officials, officers, employees, and agents free and harmless from any claim or
liability arising out of any failure or alleged failure to comply with the Prevailing Wage
Laws. It is agreed by the parties that, in connection with performance of the Services,
including, without limitation, any and all “Public works” (as defined by the Prevailing Wage
Laws), Contracting Party shall bear all risks of payment or non-payment of prevailing
wages under California law and/or the implementation of Labor Code Section 1781, as
the same may be amended from time to time, and/or any other similar law. Contracting
Party acknowledges and agrees that it shall be independently responsible for reviewing
the applicable laws and regulations and effectuating compliance with such laws.
Contracting Party shall require the same of all subcontractors.
2. Retention. Payments shall be made in accordance with the provisions of
Article 2.0 of the Agreement. In accordance with said Sections, City shall pay Contracting
Party a sum based upon ninety-five percent (95%) of the Contract Sum apportionment of
the labor and materials incorporated into the Services under this Agreement during the
month covered by said invoice. The remaining five percent (5%) thereof shall be retained
as performance security to be paid to Contracting Party within sixty (60) days after final
acceptance of the Services by the City Council of City, after Contracting Party has
furnished City with a full release of all undisputed payments under this Agreement, if
required by City. In the event there are any claims specifically excluded by Contracting
Party from the operation of the release, City may retain proceeds (per Public Contract
Code § 7107) of up to one hundred fifty percent (150%) of the amount in dispute. City’s
failure to deduct or withhold shall not affect Contracting Party’s obligations under the
Agreement.
3. Utility Relocation. City is responsible for removal, relocation, or protection
of existing main or trunk-line utilities to the extent such utilities were not identified in the
invitation for bids or specifications. City shall reimburse Contracting Party for any costs
incurred in locating, repairing damage not caused by Contracting Party, and removing or
relocating such unidentified utility facilities. Contracting Party shall not be assessed
liquidated damages for delay arising from the removal or relocation of such unidentified
utility facilities.
4. Trenches or Excavations. Pursuant to California Public Contract Code
Section 7104, in the event the work included in this Agreement requires excavations more
than four (4) feet in depth, the following shall apply:
(a) Contracting Party shall promptly, and before the following conditions
are disturbed, notify City, in writing, of any: (1) material that Contracting Party believes
may be material that is hazardous waste, as defined in Section 25117 of the Health and
Safety Code, that is required to be removed to a Class I, Class II, or Class III disposal site
in accordance with provisions of existing law; (2) subsurface or latent physical conditions
at the site different from those indicated by information about the site made available to
bidders prior to the deadline for submitting bids; or (3) unknown physical conditions at the
site of any unusual nature, different materially from those ordinarily encountered and
generally recognized as inherent in work of the character provided for in the Agreement.
Exhibit A
Page 4 of 4
(b) City shall promptly investigate the conditions, and if it finds that the
conditions do materially so differ, or do involve hazardous waste, and cause a decrease
or increase in Contracting Party’s cost of, or the time required for, performance of any
part of the work shall issue a change order per Section 1.8 of the Agreement.
(c) in the event that a dispute arises between City and Contracting Party
whether the conditions materially differ, or involve hazardous waste, or cause a decrease
or increase in Contracting Party’s cost of, or time required for, performance of any part of
the work, Contracting Party shall not be excused from any scheduled completion date
provided for by this Agreement, but shall proceed with all work to be performed under this
Agreement. Contracting Party shall retain any and all rights provided either by contract
or by law which pertain to the resolution of disputes and protests between the contracting
Parties.
5. Safety. Contracting Party shall execute and maintain its work so as to avoid
injury or damage to any person or property. In carrying out the Services, Contracting
Party shall at all times be in compliance with all applicable local, state, and federal laws,
rules and regulations, and shall exercise all necessary precautions for the safety of
employees appropriate to the nature of the work and the conditions under which the work
is to be performed. Safety precautions as applicable shall include, but shall not be limited
to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions
in accident prevention for all employees and subcontractors, such as safe walkways,
scaffolds, fall protection ladders, bridges, gang planks, confined space procedures,
trenching and shoring, equipment and other safety devices, equipment and wearing
apparel as are necessary or lawfully required to prevent accidents or injuries; and
(C) adequate facilities for the proper inspection and maintenance of all safety measures.
6. Liquidated Damages. Since the determination of actual damages for any
delay in performance of the Agreement would be extremely difficult or impractical to
determine in the event of a breach of this Agreement, Contracting Party shall be liable for
and shall pay to City the sum of One Thousand dollars ($1,000.00) as liquidated damages
for each working day of delay in the performance of any of the Services required
hereunder, as specified in the Schedule of Performance. In addition, liquidated damages
may be assessed for failure to comply with the emergency call out requirements, if any,
described in the Scope of Services. City may withhold from any moneys payable on
account of the Services performed by Contracting Party any accrued liquidated damages.
Exhibit B
Page 1 of 1
Exhibit B
Schedule of Compensation
With the exception of compensation for Additional Services, provided for in
Section 2.3 of this Agreement, the maximum total compensation to be paid to Contracting
Party under this Agreement is not to exceed ______________________ ($ __________)
(“Contract Sum”). The Contract Sum shall be paid to Contracting Party in installment
payments made on a monthly basis and in an amount identified in Contracting Party’s
schedule of compensation attached hereto for the work tasks performed and properly
invoiced by Contracting Party in conformance with Section 2.2 of this Agreement.
Exhibit C
Page 1 of 1
Exhibit C
Schedule of Performance
Contracting Party shall complete all services identified in the Scope of Services,
Exhibit A of this Agreement, in accordance with the Project Schedule, attached hereto
and incorporated herein by this reference.
Exhibit D
Page 1 of 1
Exhibit D
Special Requirements
[insert Special Requirements or indicate “None” if there are none]
Exhibit E
Page 1 of 6
Exhibit E
Insurance Requirements
E.1 Insurance. Prior to the beginning of and throughout the duration of this
Agreement, the following policies shall be maintained and kept in full force and effect
providing insurance with minimum limits as indicated below and issued by insurers with
A.M. Best ratings of no less than A-VI:
Commercial General Liability (at least as broad as ISO CG 0001)
$1,000,000 (per occurrence)
$2,000,000 (general aggregate)
Must include the following endorsements:
General Liability Additional Insured
General Liability Primary and Non-contributory
Commercial Auto Liability (at least as broad as ISO CA 0001)
$1,000,000 (per accident)
Auto Liability Additional Insured
Personal Auto Declaration Page if applicable
Workers’ Compensation
(per statutory requirements)
Must include the following endorsements:
Workers Compensation with Waiver of Subrogation
Workers Compensation Declaration of Sole Proprietor if applicable
Cyber Liability
$1,000,000 (per occurrence)
$2,000,000 (general aggregate)
Contracting Party shall procure and maintain, at its cost, and submit concurrently
with its execution of this Agreement, Commercial General Liability insurance against all
claims for injuries against persons or damages to property resulting from Contracting
Party’s acts or omissions rising out of or related to Contracting Party’s performance
under this Agreement. The insurance policy shall contain a severability of interest
clause providing that the coverage shall be primary for losses arising out of Contracting
Party’s performance hereunder and neither City nor its insurers shall be required to
contribute to any such loss. An endorsement evidencing the foregoing and naming the
City and its officers and employees as additional insured (on the Commercial General
Liability policy only) must be submitted concurrently with the execution of this
Agreement and approved by City prior to commencement of the services hereunder.
Contracting Party shall carry automobile liability insurance of $1,000,000 per
accident against all claims for injuries against persons or damages to property arising out
of the use of any automobile by Contracting Party, its officers, any person directly or
indirectly employed by Contracting Party, any subcontractor or agent, or anyone for
Exhibit E
Page 2 of 6
whose acts any of them may be liable, arising directly or indirectly out of or related to
Contracting Party’s performance under this Agreement. If Contracting Party or
Contracting Party’s employees will use personal autos in any way on this project,
Contracting Party shall provide evidence of personal auto liability coverage for each such
person. The term “automobile” includes, but is not limited to, a land motor vehicle, trailer
or semi-trailer designed for travel on public roads. The automobile insurance policy shall
contain a severability of interest clause providing that coverage shall be primary for losses
arising out of Contracting Party’s performance hereunder and neither City nor its insurers
shall be required to contribute to such loss.
Professional Liability or Errors and Omissions Insurance as appropriate shall
be written on a policy form coverage specifically designed to protect against acts, errors
or omissions of the Contracting Party and “Covered Professional Services” as designated
in the policy must specifically include work performed under this agreement. The policy
limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must
“pay on behalf of” the insured and must include a provision establishing the insurer’s duty
to defend. The policy retroactive date shall be on or before the effective date of this
agreement.
Contracting Party shall carry Workers’ Compensation Insurance in
accordance with State Worker’s Compensation laws with employer’s liability limits no less
than $1,000,000 per accident or disease.
Contracting Party shall procure and maintain Cyber Liability insurance with
limits of $1,000,000 per occurrence/loss which shall include the following coverage:
a. Liability arising from the theft, dissemination and/or use of confidential or
personally identifiable information; including credit monitoring and
regulatory fines arising from such theft, dissemination or use of the
confidential information.
b. Network security liability arising from the unauthorized use of, access to,
or tampering with computer systems.
c. Liability arising from the failure of technology products (software) required
under the contract for Consultant to properly perform the services
intended.
d. Electronic Media Liability arising from personal injury, plagiarism or
misappropriation of ideas, domain name infringement or improper deep-
linking or framing, and infringement or violation of intellectual property
rights.
e. Liability arising from the failure to render professional services.
If coverage is maintained on a claims-made basis, Contracting Party shall maintain such
coverage for an additional period of three (3) years following termination of the contract.
Exhibit E
Page 3 of 6
Contracting Party shall provide written notice to City within ten (10) working
days if: (1) any of the required insurance policies is terminated; (2) the limits of any of the
required polices are reduced; or (3) the deductible or self-insured retention is increased.
In the event any of said policies of insurance are cancelled, Contracting Party shall, prior
to the cancellation date, submit new evidence of insurance in conformance with this
Exhibit to the Contract Officer. The procuring of such insurance or the delivery of policies
or certificates evidencing the same shall not be construed as a limitation of Contracting
Party’s obligation to indemnify City, its officers, employees, contractors, subcontractors,
or agents.
E.2 Remedies. In addition to any other remedies City may have if Contracting
Party fails to provide or maintain any insurance policies or policy endorsements to the
extent and within the time herein required, City may, at its sole option:
a. Obtain such insurance and deduct and retain the amount of the
premiums for such insurance from any sums due under this Agreement.
b. Order Contracting Party to stop work under this Agreement and/or
withhold any payment(s) which become due to Contracting Party hereunder until
Contracting Party demonstrates compliance with the requirements hereof.
c. Terminate this Agreement.
Exercise any of the above remedies, however, is an alternative to any other
remedies City may have. The above remedies are not the exclusive remedies for
Contracting Party’s failure to maintain or secure appropriate policies or endorsements.
Nothing herein contained shall be construed as limiting in any way the extent to which
Contracting Party may be held responsible for payments of damages to persons or
property resulting from Contracting Party’s or its subcontractors’ performance of work
under this Agreement.
E.3 General Conditions Pertaining to Provisions of Insurance Coverage by
Contracting Party. Contracting Party and City agree to the following with respect to
insurance provided by Contracting Party:
1. Contracting Party agrees to have its insurer endorse the third party general
liability coverage required herein to include as additional insureds City, its officials,
employees, and agents, using standard ISO endorsement No. CG 2010 with an edition
prior to 1992. Contracting Party also agrees to require all contractors, and subcontractors
to do likewise.
2. No liability insurance coverage provided to comply with this Agreement shall
prohibit Contracting Party, or Contracting Party’s employees, or agents, from waiving the
right of subrogation prior to a loss. Contracting Party agrees to waive subrogation rights
against City regardless of the applicability of any insurance proceeds, and to require all
contractors and subcontractors to do likewise.
Exhibit E
Page 4 of 6
3. All insurance coverage and limits provided by Contracting Party and
available or applicable to this Agreement are intended to apply to the full extent of the
policies. Nothing contained in this Agreement or any other agreement relating to City or
its operations limits the application of such insurance coverage.
4. None of the coverages required herein will be in compliance with these
requirements if they include any limiting endorsement of any kind that has not been first
submitted to City and approved of in writing.
5. No liability policy shall contain any provision or definition that would serve
to eliminate so-called “third party action over” claims, including any exclusion for bodily
injury to an employee of the insured or of any contractor or subcontractor.
6. All coverage types and limits required are subject to approval, modification
and additional requirements by the City, as the need arises. Contracting Party shall not
make any reductions in scope of coverage (e.g. elimination of contractual liability or
reduction of discovery period) that may affect City’s protection without City’s prior written
consent.
7. Proof of compliance with these insurance requirements, consisting of
certificates of insurance evidencing all the coverages required and an additional insured
endorsement to Contracting Party’s general liability policy, shall be delivered to City at or
prior to the execution of this Agreement. In the event such proof of any insurance is not
delivered as required, or in the event such insurance is canceled at any time and no
replacement coverage is provided, City has the right, but not the duty, to obtain any
insurance it deems necessary to protect its interests under this or any other agreement
and to pay the premium. Any premium so paid by City shall be charged to and promptly
paid by Contracting Party or deducted from sums due Contracting Party, at City option.
8. It is acknowledged by the parties of this agreement that all insurance
coverage required to be provided by Contracting Party or any subcontractor, is intended
to apply first and on a primary, non-contributing basis in relation to any other insurance
or self-insurance available to City.
9. Contracting Party agrees to ensure that subcontractors, and any other party
involved with the project that is brought onto or involved in the project by Contracting
Party, provide the same minimum insurance coverage required of Contracting Party.
Contracting Party agrees to monitor and review all such coverage and assumes all
responsibility for ensuring that such coverage is provided in conformity with the
requirements of this section. Contracting Party agrees that upon request, all agreements
with subcontractors and others engaged in the project will be submitted to City for review.
10. Contracting Party agrees not to self-insure or to use any self-insured
retentions or deductibles on any portion of the insurance required herein (with the
exception of professional liability coverage, if required) and further agrees that it will not
allow any contractor, subcontractor, Architect, Engineer or other entity or person in any
way involved in the performance of work on the project contemplated by this agreement
Exhibit E
Page 5 of 6
to self-insure its obligations to City. If Contracting Party’s existing coverage includes a
deductible or self-insured retention, the deductible or self-insured retention must be
declared to the City. At that time the City shall review options with the Contracting Party,
which may include reduction or elimination of the deductible or self-insured retention,
substitution of other coverage, or other solutions.
11. The City reserves the right at any time during the term of this Agreement to
change the amounts and types of insurance required by giving the Contracting Party
ninety (90) days advance written notice of such change. If such change results in
substantial additional cost to the Contracting Party, the City will negotiate additional
compensation proportional to the increased benefit to City.
12. For purposes of applying insurance coverage only, this Agreement will be
deemed to have been executed immediately upon any party hereto taking any steps that
can be deemed to be in furtherance of or towards performance of this Agreement.
13. Contracting Party acknowledges and agrees that any actual or alleged
failure on the part of City to inform Contracting Party of non-compliance with any
insurance requirement in no way imposes any additional obligations on City nor does it
waive any rights hereunder in this or any other regard.
14. Contracting Party will renew the required coverage annually as long as City,
or its employees or agents face an exposure from operations of any type pursuant to this
agreement. This obligation applies whether the agreement is canceled or terminated for
any reason. Termination of this obligation is not effective until City executes a written
statement to that effect.
15. Contracting Party shall provide proof that policies of insurance required
herein expiring during the term of this Agreement have been renewed or replaced with
other policies providing at least the same coverage. Proof that such coverage has been
ordered shall be submitted prior to expiration. A coverage binder or letter from
Contracting Party’s insurance agent to this effect is acceptable. A certificate of insurance
and an additional insured endorsement is required in these specifications applicable to
the renewing or new coverage must be provided to City within five (5) days of the
expiration of coverages.
16. The provisions of any workers’ compensation or similar act will not limit the
obligations of Contracting Party under this agreement. Contracting Party expressly
agrees not to use any statutory immunity defenses under such laws with respect to City,
its employees, officials, and agents.
17. Requirements of specific coverage features, or limits contained in this
section are not intended as limitations on coverage, limits or other requirements nor as a
waiver of any coverage normally provided by any given policy. Specific reference to a
given coverage feature is for purposes of clarification only as it pertains to a given issue
and is not intended by any party or insured to be limiting or all-inclusive.
Exhibit E
Page 6 of 6
18.These insurance requirements are intended to be separate and distinct from
any other provision in this Agreement and are intended by the parties here to be
interpreted as such.
19.The requirements in this Exhibit supersede all other sections and provisions
of this Agreement to the extent that any other section or provision conflicts with or impairs
the provisions of this Exhibit.
20.Contracting Party agrees to be responsible for ensuring that no contract
used by any party involved in any way with the project reserves the right to charge City
or Contracting Party for the cost of additional insurance coverage required by this
agreement. Any such provisions are to be deleted with reference to City. It is not the
intent of City to reimburse any third party for the cost of complying with these
requirements. There shall be no recourse against City for payment of premiums or other
amounts with respect thereto.
21.Contracting Party agrees to provide immediate notice to City of any claim
or loss against Contracting Party arising out of the work performed under this agreement.
City assumes no obligation or liability by such notice, but has the right (but not the duty)
to monitor the handling of any such claim or claims if they are likely to involve City.
Exhibit F
Indemnification
F.1 Indemnity for the Benefit of City.
a.Indemnification for Professional Liability. When the law establishes a
professional standard of care for Contracting Party’s Services, to the fullest extent permitted
by law, Contracting Party shall indemnify, protect, defend (with counsel selected by City), and
hold harmless City and any and all of its officials, employees, and agents (“Indemnified Parties”)
from and against any and all claims, losses, liabilities of every kind, nature, and description,
damages, injury (including, without limitation, injury to or death of an employee of Contracting
Party or of any subcontractor), costs and expenses of any kind, whether actual, alleged or
threatened, including, without limitation, incidental and consequential damages, court costs,
attorneys’ fees, litigation expenses, and fees of expert consultants or expert witnesses incurred
in connection therewith and costs of investigation, to the extent same are caused in whole or
in part by any negligent or wrongful act, error or omission of Contracting Party, its officers,
agents, employees or subcontractors (or any entity or individual that Contracting Party shall
bear the legal liability thereof) in the performance of professional services under this
agreement. With respect to the design of public improvements, the Contracting Party shall not
be liable for any injuries or property damage resulting from the reuse of the design at a location
other than that specified in Exhibit A without the written consent of the Contracting Party.
b.Indemnification for Other Than Professional Liability. Other than in the
performance of professional services and to the full extent permitted by law, Contracting Party
shall indemnify, defend (with counsel selected by City), and hold harmless the Indemnified
Parties from and against any liability (including liability for claims, suits, actions, arbitration
proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of
any kind, whether actual, alleged or threatened, including, without limitation, incidental and
consequential damages, court costs, attorneys’ fees, litigation expenses, and fees of expert
consultants or expert witnesses) incurred in connection therewith and costs of investigation,
where the same arise out of, are a consequence of, or are in any way attributable to, in whole
or in part, the performance of this Agreement by Contracting Party or by any individual or entity
for which Contracting Party is legally liable, including but not limited to officers, agents,
employees, or subcontractors of Contracting Party.
c.Indemnity Provisions for Contracts Related to Construction (Limitation on
Indemnity). Without affecting the rights of City under any provision of this agreement,
Contracting Party shall not be required to indemnify and hold harmless City for liability
attributable to the active negligence of City, provided such active negligence is determined by
agreement between the parties or by the findings of a court of competent jurisdiction. In
instances where City is shown to have been actively negligent and where City’s active
negligence accounts for only 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.Applicability of this Section F.1(d). Notwithstanding Section F.1(a)
hereinabove, the following indemnification provision shall apply to a Contracting Party who
constitutes a “design professional” as the term is defined in paragraph 3 below.
2.Scope of Indemnification. When the law establishes a professional
standard of care for Contracting Party’s Services, to the fullest extent permitted by law,
Contracting Party shall indemnify and hold harmless City and any and all of its officials,
employees, and agents (“Indemnified Parties”) from and against any and all losses, liabilities
of every kind, nature, and description, damages, injury (including, without limitation, injury to or
death of an employee of Contracting Party or of any subcontractor), costs and expenses,
including, without limitation, incidental and consequential damages, court costs,
reimbursement of attorneys’ fees, litigation expenses, and fees of expert consultants or expert
witnesses incurred in connection therewith and costs of investigation, to the extent same are
caused by any negligent or wrongful act, error or omission of Contracting Party, its officers,
agents, employees or subcontractors (or any entity or individual that Contracting Party shall
bear the legal liability thereof) in the performance of professional services under this
agreement. With respect to the design of public improvements, the Contracting Party shall not
be liable for any injuries or property damage resulting from the reuse of the design at a location
other than that specified in Exhibit A without the written consent of the Contracting Party.
3.Design Professional Defined. As used in this Section F.1(d), the term
“design professional” shall be limited to licensed architects, registered professional engineers,
licensed professional land surveyors and landscape architects, all as defined under current
law, and as may be amended from time to time by Civil Code § 2782.8.
F.2 Obligation to Secure Indemnification Provisions. Contracting Party agrees to
obtain executed indemnity agreements with provisions identical to those set forth herein this
Exhibit F, as applicable to the Contracting Party, from each and every subcontractor or any
other person or entity involved by, for, with or on behalf of Contracting Party in the performance
of this Agreement. In the event Contracting Party fails to obtain such indemnity obligations
from others as required herein, Contracting Party agrees to be fully responsible according to
the terms of this Exhibit. Failure of City to monitor compliance with these requirements imposes
no additional obligations on City and will in no way act as a waiver of any rights hereunder.
This obligation to indemnify and defend City as set forth in this Agreement are binding on the
successors, assigns or heirs of Contracting Party and shall survive the termination of this
Agreement.
Exhibit F
Page 2 of 2