RFP - Construction Management & Inspection Services LQ Village Complete Streets Project No. 2015-03
REQUEST FOR PROPOSALS
CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES
LA QUINTA VILLAGE COMPLETE STREETS – A ROAD DIET PROJECT
CITY PROJECT: 2015-03
STATE PROJECT: ATP03AL-5433(020)
The City of La Quinta is requesting proposals from qualified construction management
firms to provide construction management, inspection, survey, and material testing
services for the La Quinta Village Complete Streets – A Road Diet Project, City Project No.
2015-03, State Project No. ATP03AL-5433(020).
Project Description
The City of La Quinta successfully received Active Transportation Program (ATP) funding
from the Cycle 3 call for projects to reimagine the transportation network around the La
Quinta Village. The La Quinta Village is generally located between Eisenhower Drive to
the west, Calle Tampico to the north, Washington Street to the east, and Calle
Sinaloa/Avenue 52 to the south. The Project will consist of road diet improvements along
the following streets:
x Calle Tampico from Washington Street to Eisenhower Drive
x Eisenhower Drive from just north of Calle Tampico to Calle Sinaloa
x Calle Sinaloa/Avenue 52 from Eisenhower Drive to Desert Club Drive
Currently, these streets have four lanes of traffic with signalized intersections. To promote
a more pedestrian and bicycle friendly atmosphere, the Project will reduce the number of
through travel lanes from four to two and provide bicycle/golf cart lanes, by way of
installing roundabouts at the following five intersections:
x Calle Tampico at Desert Club Drive
x Calle Tampico at Avenida Bermudas
x Calle Tampico at Eisenhower Drive
x Eisenhower Drive at Avenida Montezuma
x Calle Sinaloa/Avenue 52 at Avenida Bermudas
Along Calle Tampico, the Project will reduce the roadway width by placing new curb and
gutter, landscaping and/or bioretention facilities between the back of new curb and the old
back of curb. Along Eisenhower Drive and Calle Sinaloa, the existing curb and gutter will
remain and the width reduction will be done by striping only.
In addition, four new midblock crossings with flashing beacons and median refuges will be
installed at the following locations:
x Calle Tampico between Seasons Way and Washington Street
x Calla Tampico between Desert Club Drive and Avenida Bermudas
x Calle Tampico between Avenida Bermudas and Eisenhower Drive
x Calle Sinaloa between Eisenhower Drive and Avenida Bermudas
The Project will also include drainage and water quality improvements including bio
filtration facilities, basins and underground pipe networks which connect to dry well and/or
existing underground systems; as well as improvements to the Tampico Trunk Line, a
separate drainage system that runs along Calle Tampico to add capacity to the City’s
storm drain system.
An overall project and anticipated construction staging exhibit is provided as Attachment
1. The Project plans and specifications have been prepared by GHD and are available for
review using this link: https://naiconsulting.sharefile.com/d-sc1c3720df8146508
Careful consideration was taken to develop a construction schedule based on the
approved Stage Construction plans. The construction staging and schedule was developed
to minimize impacts to the businesses and school during the season (November to April)
and to minimize detours and closures to keep traffic flowing at all times. As such, the
Project will be broken down into three phases:
x Phase 1: Calle Tampico (excluding the roundabout at Eisenhower Drive)
x Phase 2: Calle Sinaloa/Avenue 52
x Phase 3: Eisenhower Drive
The City is open to changes in the staging plans, but the Project phasing must not change
as it has been shown to the public and business owners throughout the design of the
Project.
The environmental document associated with the Project was tiered off the Environmental
Impact Report for the La Quinta Village Build-Out Plan and approved on September 18,
2017. As a result of the analysis, nesting bird surveys may be required depending on the
timing of construction activities.
The Construction Management Team shall include a professionally qualified Biologist to
perform any nesting bird surveys. If feasible, removal of any appropriate vegetation
located on the Project site should be conducted outside of avian nesting season. The
avian nesting season is defined as February 1 through August 31. For removal of
vegetation in the Project site within the avian nesting season a preconstruction nesting
bird survey shall be conducted within seven (7) days prior to any ground disturbing
activities. If at any time birds are found to be nesting, construction activities within 250
feet of the nest must not occur until it is determined by a qualified Biologist that the nest
is no longer active.
All necessary property rights have been acquired to construct the Project as indicated on
the Plans. There were four types of right of way impacts: 1) fee take, 2) temporary
construction easement (TCE), 3) encroachment permit, 4) permit to enter and construct
(PTEC). The Right-Of-Way Impact Exhibits are provided as Attachment 2.
All utility impacts have been identified and coordinated through each owner as necessary.
The identified impacts include:
x Coachella Valley Water District
CVWD facilities, both water and sewer, exist within the project limits and require
relocation and/or adjustment due to the proposed project improvements. A portion
of the CVWD relocations will be done prior to construction and some will occur
during construction. CVWD is currently in active construction of a new irrigation
line, a portion of which is being put along Calle Tampico in the project area. CVWD
has indicated to the City that the construction of the line will be completed prior to
the construction of this Project.
x Frontier Communications
Frontier Communications (Frontier) facilities exist with the project limits and require
relocation and/or adjustment due to the proposed project improvements. Relocation
is scheduled to occur with construction.
x Southern California Gas
Southern California Gas (SCG) facilities exist within the project limits and require
relocation and/or adjustment due to the proposed project improvements. Relocation
is scheduled to occur with construction.
x Spectrum/Charter Communications
Spectrum/Charter Communications (Spectrum) facilities exist within the project
limits and require relocation and/or adjustment due to the proposed project
improvements. Relocation is scheduled to occur with construction. There is one
overhead pole that is in conflict with the proposed improvements. There is only a
cable line on this pole and it is no longer active. The pole and inactive overhead
line will be removed by Spectrum with construction at Spectrums cost and with
their own forces. This work will need to be conducted as part of Phase 1.
x Imperial Irrigation District
There are no conflicts with IID facilities. The only involvement with IID will be new
electrical connections for the lighting and landscaping meters.
The consultant will be responsible for providing construction management, inspection,
survey, and material testing services. The project is partially funded with State Only
Active Transportation Funds, as such, the consultant shall document the Project
construction and progress payments in sufficient detail to comply with Caltrans Local
Assistance requirements and as directed by the City Engineer.
Consultant shall be responsible for developing their own work plan in order to monitor the
construction work in sufficient detail. The construction cost is estimated to be $10M with
360 working days and the City is anticipating a level of effort for the construction
management on the order of 10% - 15% of the total construction cost.
Scope of Services
Services and products to be rendered in performing all work associated with this request
may include, but may not be limited to:
• Construction Management
o Obtain a field office for the duration of construction.
o Perform a “third” party constructability review of the project plans and
specifications prior to the preconstruction conference and identify potential
problems that may need attention before construction starts.
o Review project right of way and permit requirements.
o Schedule and attend a field walk with inspector(s), design engineer, and City
representatives.
o Schedule and chair a kick off meeting with the City to discuss the proposed
work plan and special concerns to be presented at the preconstruction
meeting and be present at the Pre-Construction meeting.
o Provide a preconstruction agenda to the City for concurrence, schedule a
preconstruction meeting and notify attendees. It is envisioned that the
preconstruction meeting will include all interested parties, including utilities,
sub-contractors, etc.
o Coordinate the activities of on-site inspectors and administrators such that
appropriate coverage of all contractor activities is provided.
o Coordinate with Biologist and have them conduct nesting bird surveys as
required.
o Prepare reports and documents, as necessary, for City review and action.
o Maintain at the project site, on a current basis: a record copy of all contracts,
drawings, specifications, addenda, change orders, and other modifications, in
good order and marked to record all changes made during construction; shop
drawings, product data; samples; submittal; purchases; materials;
equipment; applicable handbooks; maintenance and operating manuals and
instructions; other related documents and revisions which are relevant to the
contract work.
o Provide weekly status reports to the City as required.
o Prepare and send a Weekly Statement of Working Days, noting the
controlling operations, to the contractor.
o Monitor contractor and sub-contractor compliance with State labor laws and
paperwork requirements including: monitor Contractor’s certified payroll;
spot check payrolls for prevailing wage compliance; conduct employee
interviews; maintain evidence of apprentices employed on the project; and
ensure that the contractor has posted all required posters, notices, and wage
determinations at the job site.
o Prepare daily/weekly Resident Engineer reports listing the type of work done,
controlling operation, weather conditions, important discussions/agreements
with the Contractor, and any other important facts pertaining to the project
that are not specifically covered elsewhere in the contract records.
o Coordinate, monitor and document utility relocations as necessary.
o Administer the construction contract in conformance with the requirements
set forth in the project plans and specifications including applicable
requirements from Caltrans’ Standard Plans and Specifications, Local
Assistance Procedures, Standard Specifications for Public Works Construction
and the City of La Quinta.
o Receive, log, and respond to contractor Request for Information (RFI).
o Conduct weekly construction progress meetings with the Contractor, Sub-
contractors, City Staff, Design Engineer, Sub-consultants, affected outside
agencies, etc. to discuss matters such as procedures, progress, problems,
and scheduling. Prepare and distribute meeting minutes.
o Review and approve Subcontracting Request forms.
o Coordinate and monitor all inspection activities.
o Maintain an open-door policy and meet with general public as needed
regarding the street construction and make recommendations to address
their concerns.
o Submit Requests for Information as required on any items that should be
coordinated with the design engineer(s).
o Receive and process all shop drawings, project data, samples, and other
submittals to the design engineer for review. Establish and implement
procedures for expediting the processing and approval of submittal.
o Review and approve laboratory, shop, and mill test reports of materials and
equipment.
o Coordinate submittal review with the design engineer on an as-needed basis.
o Coordinate with the City Engineer and other City Departments.
o Document all potential claims and maintain for account records. Provide all
necessary documentation and support to the City in settling claims.
o Verify that the contractor’s traffic control implementation is consistent with
the approved Traffic Control Plan. Take contractually-stipulated action in the
event of deviations from the approved Plan.
o Coordinate and provide construction surveying.
o Coordinate and perform all required materials testing.
o Review and analyze the Contractor’s schedule (weekly), including activity
sequences and duration, schedule of submittal and schedule of delivery for
products with long lead times. Review the Contractor’s weekly scheduled for
compliance with project specifications. Note any contractual non-
compliances and request remedial action plan from Contractor. Include
contractor schedule as an agenda item at each weekly meeting.
o Recommend necessary or desirable changes in the Construction Contractor’s
scope of work to the City. Review and evaluate the contractor’s request for
changes. Negotiate with the Contractor and submit recommendations to the
City supported by field data related to any additional work. If change orders
are accepted by the City, prepare change orders for signature and
authorization by the city. Maintain a log of change requests.
o Create and maintain “As-Built” project schedule with Microsoft Project or
equivalent program.
o Review pay requests and provide recommendation for contractor payments.
o Coordinate the Transition of the project to City Maintenance.
o Coordinate any training sessions required for City Staff.
o Coordinate with the Contractor to ensure the construction video monitoring is
maintained. Provide information as needed to the City’s Marketing Group on
the progress of construction to be posted on the City’s website.
o Construction Closeout
Administer and coordinate final inspections.
Coordinate the correction and the completion of the work.
Assist the City in determining when the project, or a designated
portion thereof, is substantially complete. Prepare for the City, a
summary of the status of the work of the Contractor, listing changes in
the previously issued certificates of substantial completion of the work,
and recommending the times within which the Contractor shall
complete uncompleted items on the certificate of substantial
completion of the work.
Calculate the amount of final payment due to the prime Contractor and
prepare the proposed final estimate.
Obtain evidence of certification of all lien releases after the City files
their notice of completion.
Secure from the contractor and transmit to the City, required
guarantees.
Coordinate any startup requirements.
Deliver all equipment manuals, special equipment, spare parts,
catalogs, and other materials required by specifications.
Collect all “As-Built” data from all contractors and consultants.
Make recommendation for the release of retention.
o Provide construction management documents and records to the City within
60 days of the filing of the notice of completion.
o As necessary, prepare Caltrans Local Assistance Pre-Construction, Mid-
Construction, and Post-Construction review checklists. Attend meetings
scheduled by Caltrans Local Assistance. Represent the City in providing
answers to Caltrans regarding procedures, processes, documentation,
payments, etc.
•Inspection
o Review contract documents, plans, and permits.
o Attend field walks and kick off meetings.
o Attend the pre-construction meeting.
o Monitor and enforce construction noticing requirements, including but not
limited to, PM-10 and SWPPP requirements.
o Maintain field diary (bound workbook) during construction, including a
cumulative record of quantities constructed, daily and weekly reports,
working day reports, change order documentation, photographs and other
documentation. Maintain a separate field diary for change order work.
o Monitor the Contractor’s fugitive dust control plan and ensure that the
Contractor uses approved haul routes and that they are kept clean.
o Verify compliance with the construction contract by monitoring, evaluating,
approving or rejecting the Contractor’s work in accordance with the approved
construction contract documents.
o Determine that the Contractor’s work is being performed in accordance with
the requirements of the contract documents. Endeavor to guard the City
against defect and deficiencies in the work. As appropriate, require special
inspection or testing, or make recommendations to the City regarding special
inspection or testing of work not in accordance with the provisions of the
contract documents, whether or not such work is fabricated, installed, or
completed.
o Provide and maintain a digital photographic history of the progress of the
project. Photos will also be taken of the following:
Showing existing conditions prior to construction.
Disputed work items.
Work that has to be duplicated, replaced, or removed.
Completed work.
Extra work.
o Record the progress of the project. Maintain a daily log containing a record of
weather, the Contractor and Sub-contractors’ work on-site, the Contractor
and Sub-contractors’ equipment on site, number of workers, work
accomplished, problems encountered, and other relevant data. Provide
copies of daily logs to the City as requested. Include information on the
Contractor and the entire project, showing percentages of completion.
o During the course of construction, maintain one set of plans, with markings
and dimensions in red ink, to denote field changes or other corrections.
o Inspect for ADA compliance.
o Maintain copies of all permits needed to construct the project and enforce
special requirements of each.
• Material Testing
o Perform the materials testing services in accordance with the City’s approved
Quality Assurance Program (QAP), California Department of Transportation,
Construction Manual, “Chapter 3 – Control of Materials” and Chapter 6 –
Sample Types and Frequencies.”
o Provide for initial “Samples and Tests” on materials proposed for use in the
project.
o Provide for “Acceptance Tests” on materials that will be incorporated into the
work. Sampling should begin as soon as material is delivered or is in place
and shall continue as work progresses.
o All testing shall be conducted in a Caltrans Certified Laboratory, or
equivalent. All sampling and testing shall be done by personnel and
laboratory with the appropriate accreditation for the testing and sampling
designated to perform. Proof of the appropriate accreditation shall be
maintained in the project files.
o Provide a qualified technician as necessary to conduct density tests on
roadway sub-grade, aggregate base, asphalt concrete, slope fill and trench
backfill placement as required.
o Provide an ACI-certified technician as necessary to check gradations and
make sets of concrete cylinders as-needed and perform slump tests for the
curb, gutter, concrete drainage devices, channel slope paving and other
minor concrete.
o Perform extraction/gradation tests on the asphalt concrete placed.
o Keep records of all samples and tests in the project files as permanent job
records. Materials incorporated into the project, represented by failing tests,
must be documented in the project files also. Test results shall cite applicable
contract requirements, test and/or analytical procedures used. Provide actual
results and include a statement that the item tested or analyzed conforms or
fails to conform to specified requirements. Test results shall be signed by a
testing laboratory representative authorized to sign certified documentation
and forwarded to the City and maintained in the project files.
o Testing Plan and Log shall be maintained. The QC Manager shall record on
the “Test Plan and Log” the date the test was conducted, the date test results
were forwarded to the Engineer, remarks and acknowledgement that an
accredited, or Engineer approved, testing laboratory was used. Attach a copy
of the updated “Test and Log” to the last daily Contract Quality Control
Report of each month.
o Consultant shall maintain a list of items to be reworked that do not comply
with the contract. Include this Rework Items List as an agenda items at each
weekly meeting.
o Maximum density tests shall be performed at the job-site, unless otherwise
approved by the City Engineer.
o The Consultant shall use the most economical mode of transportation
available consistent with the time element involved.
o Project Certification – The Consultant shall send a materials certification
memorandum to the Resident Engineer upon the completion of the project;
File a copy of the memorandum in the job files; Note all non-conforming
materials on the memorandum. This includes materials accepted at reduced
pay factors.
o A California licensed engineer shall sign the materials certification
memorandum.
o Any non-compliance results of materials shall be reported to the City’s
Construction Administrator and the City Project Inspector within twenty-four
(24) hours from the time of sampling.
• Construction Staking
o The Construction Surveyor shall perform services in accordance with the
California Department of Transportation, Survey Manual, Chapter 12.
o The Construction Surveyor shall establish “control stakes” for basic line and
grade for construction.
o The Construction Inspector shall check the work for contract compliance
using the control stakes.
o The Construction Surveyor shall use the tolerances established in the
Caltrans Survey Manual. Contract requirements, regarding lines and grades
and construction stakes and marks, are included in the Contract Standard
Specifications. Additional contractual requirements may be shown on the
plans or included in the special provisions for the work.
o Accuracy. The Consultant shall use appropriate surveying methods to obtain
the following standards:
For fixed works (i.e. cast-in-place concrete; asphalt pavement, pipes
and drains; and other items determined by the Engineer) the following
survey standards shall be used. The absolute horizontal accuracy, in
relationship to the Engineer’s control, shall be such that the semi-
major axis of its 95% error ellipse is ±0.015 foot or less. The absolute
vertical accuracy, in relationship to the Engineer’s control, shall be
such that its standard deviation is ±0.015 foot or less. The relative
horizontal accuracy of survey points within the project shall be such
that the semi-major axis of its 95% error ellipse is ±0.015 foot or less.
The relative vertical accuracy of survey points within the project shall
be such that its standard deviation is ±0.015 foot or less.
For excavation purposes, the following standards shall be used. The
absolute horizontal accuracy, in relationship to the Engineer’s control,
shall be such that the semi-major axis of its 95% error ellipse is ±0.1
foot or less. The absolute vertical accuracy, in relationship to the
Engineer’s control, shall be such that its standard deviation is ±0.1
foot or less. The relative horizontal accuracy of survey points within
the project shall be such that the semi-major axis of its 95% error
ellipse is ±0.1 foot or less. The relative vertical accuracy of survey
points within the project shall be such that its standard deviation is
±0.1 foot or less.
o Survey Control: Will be sufficiently marked and will be preserved and
protected.
o Slope Stakes: (A) One set of offset / slope stakes set at intervals established
by the Resident Engineer and at all horizontal and vertical curves for areas
requiring site grading and slope construction marked with cut or fill to
proposed elevation. (B) One set of sub-grade line and grade stakes for
roadway improvements at stations established by the Resident Engineer.
o Intermediate Slope Stakes: The resident Engineer in cooperation with the
Construction Contractor’s Surveyor will determine the requirements.
o Toe of Slope Stakes: One set of top of sub-grade line and grade stakes at
same intervals required for toe of slope stakes.
o Final Grade Stakes: One set of final grade stakes shall be provided for each
grading plane. This one set of final grade stakes will control all elements of
the structural section (the grading plane, sub-base, base, and pavement).
o Curb Stakes: One set of stakes may be used for several purposes, such as
slopes, final grades, and curbs.
o Utility Stakes: Stakes set for sewer, water, and minor drainage structures;
pipes and similar facilities.
o Minor Structure Stakes: Minor structure stakes shall be set for sign bases,
lighting and signal foundations, other foundations, and similar miscellaneous
structures.
o Miscellaneous Stakes: The Resident Engineer shall in coordination with the
Construction Survey Contractor to determine the requirements for the City to
provide stakes for contour grading, channels, dikes, ditches, signs,
subsurface drains, over-side drains, markers, railings, barriers, AC dikes, box
culverts, and pavement markers.
o Monument Ties and Replacement: Ties to existing survey monuments of
record which may be lost due to new construction shall be performed for
preservation and shall be replaced pursuant to California State Law. Prepare
and file with Riverside County Surveyor’s Office and the Caltrans Survey
Department, the necessary documentation required in association with
preserving and replacing any destroyed survey monuments.
o Corner Record Preparation: Prepare and file with the Riverside County
Surveyor’s Office the necessary documentation required in association with
preserving and replacing any destroyed survey monuments.
o Office Calculations and Supervision: Calculations shall be prepared as
necessary to provide the field survey crews with data as needed for staking
and supervision as required.
• Public Outreach
o The project calls for two construction cameras to be provided by the
contractor with specific capabilities such as live streaming of videos and time
lapse photos in accordance with Article 8 of Section 4000-Technical
Specifications. The CM firm is to manage the camera data, footage,
capabilities per the specifications, website link, etc. and make sure that all
the data is being collected and stored for the City’s instant use and future
use.
o Post Cards
The City intends to put together and distribute post cards, however,
the Construction Manager should be prepared to provide pertinent
project information to City Staff throughout the project duration. The
City is intending to send 3-4 mailers to ALL La Quinta households.
o Rack Cards
The City intends to put together and distribute Rack Cards, however,
the Construction Manager should be prepared to provide pertinent
project information throughout the project duration. These cards will
be for posting at La Quinta Businesses, especially in the Village area
and at ALL City locations/events.
o Signage
The City will be making five (5) Project Information Signs and four (4)
businesses open during construction signs which the contractor will
need to pick up and install. The intent of these signs is to let the
community know about the project and to make sure it is clear that
businesses are open during construction. It is the intent of these signs
to be placed along the routes people will be coming in to access the
project or the businesses. Construction Manager shall work with the
City’s marketing team to determine final placement.
There are six (6) portable changeable message signs included in the
contract. Four of them are to be used for standard construction and
detour information. However, two of them must be dedicated to
marketing purposes only. The City will provide language and
locations, which will vary by stage. Construction Manager shall
coordinate this information between the City and Contractor.
o Website
The City will be creating a dedicated project webpage. The
Construction Manager will be responsible for developing, maintaining
and providing material to City staff throughout the project duration for
inclusion on this webpage. These materials shall be prepared for the
website but also be able to be clearly shown on a standard website,
mobile website, and the City’s mobile App. It is assumed that
duplicate materials will not be needed for the webpage and widget.
The content of the webpage should reflect the construction activities
and address any issues with construction. The content of the webpage
will need to be agreed upon by the Construction Manager and the City,
however at a minimum should include:
x A construction hotline number as the first thing the user sees.
o The Construction Manager is responsible for providing,
maintaining and monitoring the hotline 24 hours a day / 7
days a week.
o The number must be toll free.
o All calls received on the hotline and the responses
provided must be documented in writing by the person
manning the phone line and provided to the City within
24 hours of receiving the call.
o All calls received must be responded to within 24 hours
during the work week or on the next business day if the
call was received on a weekend or holiday. Responses
should be vetted by the City.
x A dedicated email address where people can ask questions
o Responses to the emails will be the Construction
Manager’s responsibility but all responses should be
vetted with the City
o All emails received must be responded to within 24 hours
during the work week or on the next business day if the
call was received on a weekend or holiday.
x Map which shows the current work locations, traffic impacts and
alternative routes
x The map should be updated as construction changes, with any
major change that impacts traffic or work location, or every two
weeks at a minimum
A map with business open information.
Project Updates/Construction Status.
Live Video feed from the two cameras that are provided by contractor,
but available to be linked to the website.
Time lapse video from the construction cameras.
Frequently Asked Questions updated regularly.
o Mobile Application
The Construction Manager will be responsible for developing,
maintaining and providing material for an application that can be
accessed by the public. Any platform for the App, like Pingstreet or
similar, can be used but the public must be directed to the City App
and then you can auto redirect from there to the App used. The
content of the App will need to be agreed upon by the Construction
Manager and the City, however at a minimum should include:
x Widget (pingstreet or similar) – with two tiles on existing City
App
x Pull the following data from City’s website and make it available
on the City’s App:
o Map – with traffic impacts and alternative routes
o Map with business open information
x Integrates with current City app
o Communication with Stakeholders
Monthly meetings will need to be held at City Hall to answer questions
and provide status updates. It is assumed that at a minimum four
meetings will be held.
o Communication with Emergency Responders
The Construction Manager should communicate regularly with the
emergency responders including but not limited to the Fire Department
and Police. The emergency responders should be notified prior to
construction and given advance notice, ideally two weeks, of any work
that may impact traffic or response routes. The emergency
responders should be given look ahead schedules and information
regarding construction areas so they can make choices on how to
respond to emergencies.
Quality Control
The Consultant shall have a Quality Control Plan in effect to assist quality assurance
during the entire time work is in effect.
The Consultant has responsibility for the accuracy and completeness of the calculations,
related documents, and all other work furnished and shall meet that responsibility through
the implementation of a Quality Control Plan. The Consultant’s Quality Control Plan shall
remain in effect throughout the entire Contract and, at a minimum, shall ensure that all
work is completed in accordance with good engineering practice and that it meets the
standards set forth herein. Specifically:
• The Quality Control Plan shall establish a process whereby all work is independently
checked, corrected and back-checked, in accordance with accepted practice, by a
person qualified and appropriately registered in the State of California. All original
drawings and calculations shall be maintained for the duration of the Contract.
• Coordination and checks shall be performed to ensure that conflicts and
misalignment do not occur between different design documents (i.e. plans
coordinated with specifications).
Evidence the Quality Control Plan is functioning may be periodically confirmed by the City.
Proposal Format
Proposals (work proposal and cost proposal) are to be submitted in separate envelopes
clearly marked with the consultant’s name, address and phone number. Only one
proposal per consultant will be considered.
Due Date and Time:
Proposals submitted after the due date and time, may, at the sole discretion of the City,
be rejected as non-responsive and returned without review. For a proposal to be
considered on time, it must be date stamped by City staff upon receipt. At the discretion
of the City, a “late” proposal may be considered only if a selection cannot be determined
from among proposals received on time. The City shall not be responsible for, nor accept
any as a valid excuse, any delay in mail service, or any other method of delivery used by
the proposer. All proposals shall be enclosed in a sealed envelope with the words clearly
written on the front, “SEALED BID LA QUINTA VILLAGE COMPLETE STREETS
CONSTRUCTION MANAGEMENT SERVICES - DO NOT OPEN WITH REGULAR MAIL.”
The One-Step RFP method is being used for consultant selection.
All proposals shall be firm offers subject to acceptance by the City and may not be
withdrawn for a period of 180 calendar days following the last day to accept proposals.
Proposals may not be amended after the due date except by consent of the City. All
proposals must clearly address all of the requirements outlined in this RFP.
Proposal packages are to be submitted to the City on/or before April 11, 2019 at/or
before 5:00 p.m. Proposals received after the stated deadline shall not be accepted.
Proposal packages are to be delivered to:
Bryan McKinney, P.E., City Engineer
City of La Quinta
Design and Development
78-495 Calle Tampico
La Quinta, CA 92253
All questions must be submitted in writing to the City via email at
bmckinney@laquintaca.gov on/or before April 4, 2019 at/or before 5:00 p.m. You are
requested to include “Complete Streets CM Services” in the subject line.
All prime consultants that intend to submit a proposal shall notify Julie Mignogna, at
jmignogna@laquintaca.gov, by April 4, 2019, at/or before 5:00 p.m., of the intent to
submit a proposal. The subject line for the email shall read “Complete Streets CM
Services: Intent to Submit Proposal”. The email shall include the consultant’s name and
email address that should be used for any RFP addenda.
Consultants are encouraged to keep their proposals brief and relevant to the specific work
required. Each proposal shall be limited to forty (40) pages with a minimum 10pt font and
must include a minimum of three (3) references, which include the address, telephone
number, and email address of each reference. The page limit shall be limited to Forty (40)
single-sided or twenty (20) double-sided sheets of paper. Resumes and brochures may be
added to the proposal, provided they are located in the appendix at the back of the proposal.
Should the proposer have concerns about meeting any noted requirements, the proposer
shall include a clearly labeled subsection in the appendices with individual statements
specifically identifying the concerns and exceptions.
The following are NOT included in the 40-page count:
(1)Transmittal letter
(2)Table of contents
(3)Appendices
(4)Signed Non-Collusion Affidavit Form
(5)Insurance Acknowledgement
Proposals shall include the following items:
1. Work Proposal (envelope 1) - submit 4 bound copies and 1 electronic PDF
via USB drive
$Cover Letter
The name, address and phone number of the consultant’s contact
person for the remainder of the selection process.
Any qualifying statements or comments regarding the consultant’s
proposal, the information provided in the RFP or the proposed
Agreement for Contract Services.
Identification of sub-consultants and their responsibilities.
%Statement of Qualifications
A listing of proposed project personnel, including personal experiences
and individual resumes for prime and sub-consultants.
Consultant’s and sub-consultant experience with similar work,including
names and current phone numbers of reference for listedprojects.
&Project Understanding and Approach - A description of your project understanding
and how you will approach the project.
'Scope of Work Program - A description of the tasks, sub-tasks, and deliverablesthat
will be provided. The Scope of Work Program should be presented in a logical
format that can be easily attached to the Agreement for Contract Services.
(Project Schedule - A comprehensive Gantt Chart schedule is to be submitted
describing the construction progress, phases, and stages using June 18, 2019 as
the notice to proceed with construction.
)Appendices
Signed Non-Collusion Affidavit Form (See Attachment 3)
Insurance Acknowledgement - signed acknowledgement(s) through
which each insurance carrier that will issue any policy required in the
Insurance Provisions, shall acknowledge, warrant and represent that it
possesses the ability to and shall furnish all the insurance endorsements
prescribed in the Insurance Provisions
$Q\DGGLWLRQDOVupporting documentation
2. Cost Proposal (envelope 2) – Submit two (2) copies
Task Based Detailed Cost Estimate
The method of payment will be Actual Cost-Plus-Fixed Fee with a not to exceed
value. The consultant is to submit a detailed cost proposal for all services and
materials anticipated in completing the project. Person-hours and extended billing
rates per classification of personnel will be indicated for each task and/or sub-task
defined.
Rate Based Detailed Cost Estimate
In support of the Task Based Detailed Cost Estimate, the consultant shall include a
detailed breakdown of the direct labor costs including personnel, classification/title,
hours, and actual hourly rates. For public works prevailing wage contracts, all
workers must be paid the prevailing wage rate determined by the Director of the
Department of Industrial Relations according to the type of work and location. This
should include anticipated salary increases. In addition, the cost proposal shall
include the consultant’s audited indirect cost rates including fringe benefits,
overhead, general and administrative rates. A sample Cost Proposal (LAPM Form
10H1 and 10H4) is included as Attachment 4.
Certification of Indirect Cost Rates
Consultant shall fill out and include the LAPM Form 10K – Consultant Annual
Certification of Indirect Costs and Financial Management System. This form is
included as Attachment 5. The certification shall indicate which fiscal period was
used to develop the Indirect Cost Rates and the certified rate must match the rate
specified on the Rate Based Detailed Cost Estimate. The consultant should include
a statement to the affect on whether the consultant has a Caltrans Acceptance ID
Number or Cognizant Approval Letter for the proposed indirect cost rate.
Selection Process
Work Proposals will be reviewed by the City’s Consultant Selection Committee.
Consultants will be selected for possible contract negotiations based upon the materials
submitted within the Work Proposal. A copy of the Proposal Evaluation Form is provided
in Attachment 6. The Committee may choose to interview two or more closely-rated firms
but will not expect or schedule time for elaborate presentations.
The City will open contact negotiations with the top ranked firm. The successful
consultant will be expected to enter into the City of La Quinta Agreement for Contract
Services. The City’s Agreement for Contract Services is presented in Attachment 7.
Should negotiation with the top-ranked firm dissolve, the City of La Quinta will open the
Cost Proposal and begin contract negotiations with the second ranked firm, and so forth
until an agreement is reached. The successful consultant will be expected to enter into the
attached Agreement for Contract Services (Attachment 7).
Anticipated consultant selection schedule shall be as follows:
• April 15 - 19, 2019: Proposal Review/Evaluation
• April 22 - 26, 2019: Interviews (If necessary)
• April 29 – May 3, 2019: Cost Negotiation
• May 6 -20, 2019: Caltrans Audit/Review
• May 21, 2019: Contract Award
Special Requirements
This contract will be reimbursed with State Only Funded Active Transportation Program
Funds. As such, all consultants must comply with 48 Code of Federal Regulations (CFR)
Part 31: Contract Cost Principles and Procedures. In addition, consultants must comply
with 2 CFR Part 200: Uniform Administrative Requirements, Cost Principles, and Audit
Requirements for Federal Awards, excluding sections §200.318-200.326 Procurement
Standards.
This contract is subject to audit or review by Caltrans’ Independent Office of Audits and
Investigations (IOAI), other state audit organizations, or the federal government.
Depending on the final negotiated contract value, the City may request, and the
Consultant shall provide, documentation justifying the audited indirect cost rates being
certified. This includes but is not limited to FAR compliant indirect cost rate schedules,
CPA audited indirect cost rate report, prior year indirect cost rate schedule, AASHTO
Internal Control Questionnaire Appendix B, post-closing trial balance, vacation/sick policy,
bonus policy, executive compensation analysis, and prevailing wage policy.
City Rights and Options
This solicitation does not commit the City of La Quinta to award a contract, to pay any
cost incurred with the preparation of a qualifications statement, or to procure or contract
for services or supplies. The City of La Quinta reserves the right to accept or reject any or
all submittals received in response to this request, to negotiate with any qualified source,
or cancel in whole or part this process if it is in the best interest of the City to do so.
Subsequent to negotiations, prospective consultants may be required to submit revisions
to their qualification statements. All proposers should note that any contract pursuant to
this solicitation is dependent upon the recommendation of the City staff and the approval
of the City Council.
The City of La Quinta reserves the right to postpone selection for its own convenience, to
withdraw this Request for Proposal at any time, and to reject any and all submittals
without indicating any reason for such rejection. As a function of the RFP process, the City
of La Quinta reserves the right to remedy technical errors in response to the RFP and to
modify the published scope of services. The City of La Quinta will reserve the right to
request that specific personnel with specific expertise be added to the team, if the City
determines that specific expertise is lacking in the project team. Statements and other
materials submitted will not be returned.
The City of La Quinta reserves the right to abandon this RFP process and/or change its
procurement process for the contract at any time if it is determined that abandonment
and/or change would be in the City’s best interest. In the event of an abandonment or
change, the City will not be liable to any contractor for any costs or damages arising out
of its response to the RFP.
Conflict of Interest Requirements
Throughout the term of the awarded contract, any person, firm or subsidiary thereof who
may provide, has provided or is currently providing Design Engineering Services and/or
Construction Engineering Services under a contractual relationship with a construction
contractor(s) on any local project listed in this Scope of Work must disclose the
contractual relationship, the dates and the nature of the services. The prime consultant
and its subconsultants shall also disclose any financial or business relationship with the
construction contractor(s) who are working on the projects that are assigned for material
Quality Assurance services through task orders on the contract.
Similar to the disclosures regarding contractors, all firms are also required to disclose
throughout the term of the awarded contract, any Design Engineering services including
claim services, Lead Project Management services and Construction Engineering Services
provided to all other clients on any local project listed in this Scope of Work.
In addition to the disclosures, the Consultant shall also provide possible mitigation efforts,
if any, to eliminate or avoid any actual or perceived conflicts of interest.
The Consultant shall ensure there is no conflict before providing services to any
construction contractor on any of the agency’s projects’ listed in this Scope of Work. The
submitted documentation will be used for determining potential conflicts of interest.
If a Consultant discovers a conflict during the execution of an assigned task order, the
Consultant must immediately notify the Contract Manager regarding the conflicts of
interest. The Contract Manager may terminate the Task Order involving the conflict of
interest and may obtain the conflicted services in any way allowed by law. Failure by the
Consultant to notify the Contract Manager may be grounds for termination of the contract.
Some examples of conflict of interest are the following:
• Certified Materials Tester(s) or Plant Inspector(s) from the same company that
performs Quality Control for the Contractor and Quality Assurance for the City of
Alturas on the same project.
• Providing services to construction contractor’s subcontractors, fabricators,
equipment installer, material suppliers and other firms associated with the projects
listed in the Contract can be a potential conflict of interest when such contractor
teams are identified.
Attachments:
Attachment 1: Overall Project and Construction Staging Exhibit
Attachment 2: Right of Way Impacts Exhibit
Attachment 3: Non-Collusion Affidavit Form
Attachment 4: LAPM Forms 10H1 and 10H4 – Sample Cost Proposal
Attachment 5: LAPM Form 10K – Consultant Annual Certification of Indirect Costs
and Financial Management System
Attachment 6: Proposal Evaluation Form
Attachment 7: City of La Quinta Draft Agreement for Contract Services
ATTACHMENT 1
OVERALL PROJECT AND CONSTRUCTION STAGING EXHIBIT
01 inch = ft.2040 40 80 12040943 Reserve Drive, Suite 100Roseville, CA 95678 USA7 1 916 782 8688: www.ghd.comGHD Inc.PRELIMINARY, NOTFOR CONSTRUCTION
01 inch = ft.2040 40 80 12040943 Reserve Drive, Suite 100Roseville, CA 95678 USA7 1 916 782 8688: www.ghd.comGHD Inc.PRELIMINARY, NOTFOR CONSTRUCTION
01 inch = ft.2040 40 80 12040943 Reserve Drive, Suite 100Roseville, CA 95678 USA7 1 916 782 8688: www.ghd.comGHD Inc.PRELIMINARY, NOTFOR CONSTRUCTION
01 inch = ft.2040 40 80 12040943 Reserve Drive, Suite 100Roseville, CA 95678 USA7 1 916 782 8688: www.ghd.comGHD Inc.PRELIMINARY, NOTFOR CONSTRUCTION
01 inch = ft.2040 40 80 12040943 Reserve Drive, Suite 100Roseville, CA 95678 USA7 1 916 782 8688: www.ghd.comGHD Inc.PRELIMINARY, NOTFOR CONSTRUCTION
01 inch = ft.2040 40 80 12040943 Reserve Drive, Suite 100Roseville, CA 95678 USA7 1 916 782 8688: www.ghd.comGHD Inc.PRELIMINARY, NOTFOR CONSTRUCTION
01 inch = ft.2040 40 80 12040943 Reserve Drive, Suite 100Roseville, CA 95678 USA7 1 916 782 8688: www.ghd.comGHD Inc.PRELIMINARY, NOTFOR CONSTRUCTION
Anticipated Construction ScheduleExhibit Key MapSACRAMENTO REGION943 Reserve Drive, Suite 100Roseville, CA 95677(916) 782-8688www.omnimeans.com; GHD.COMalso in:REDDINGVISALIACONCORDSAN LUIS OBISPO & NAPANORTHJULY 24, 2018 2337EX026.dwgPRELIMINARY, NOTFOR CONSTRUCTION
ATTACHMENT 2
RIGHT OF WAY IMPACTS
Overall Project ExhibitsExhibit Key MapSACRAMENTO REGION943 Reserve Drive, Suite 100Roseville, CA 95677(916) 782-8688www.omnimeans.com; GHD.COMalso in:REDDINGVISALIACONCORDSAN LUIS OBISPO & NAPANORTHJanuary, 2019 2337EX001.dwgPRELIMINARY, NOTFOR CONSTRUCTION
Preliminary Right of Way ImpactsAvenue 52 and Avenida BermudasSACRAMENTO REGION943 Reserve Drive, Suite 100Roseville, CA 95677(916) 782-8688www.omnimeans.com; GHD.COMalso in:REDDINGVISALIACONCORDSAN LUIS OBISPO & NAPANORTHJanuary, 2019 2337EX001.dwgPRELIMINARY, NOTFOR CONSTRUCTION0SCALE: feet30' 60'90'1" = 30'0SCALE: feet20' 40' 60'1" = 20'
Preliminary Right of Way ImpactsEisenhower Drive and Avenida MontezumaSACRAMENTO REGION943 Reserve Drive, Suite 100Roseville, CA 95677(916) 782-8688www.omnimeans.com; GHD.COMalso in:REDDINGVISALIACONCORDSAN LUIS OBISPO & NAPA0SCALE: feet20' 40' 60'1" = 20'January, 2019 2337EX001.dwgPRELIMINARY, NOTFOR CONSTRUCTION
Preliminary Right of Way ImpactsEisenhower Drive and Calle TampicoSACRAMENTO REGION943 Reserve Drive, Suite 100Roseville, CA 95677(916) 782-8688www.omnimeans.com; GHD.COMalso in:REDDINGVISALIACONCORDSAN LUIS OBISPO & NAPA0SCALE: feet20' 40' 60'1" = 20'January, 2019 2337EX001.dwgPRELIMINARY, NOTFOR CONSTRUCTION
Preliminary Right of Way ImpactsCalle Tampico and Avenida BermudasSACRAMENTO REGION943 Reserve Drive, Suite 100Roseville, CA 95677(916) 782-8688www.omnimeans.com; GHD.COMalso in:REDDINGVISALIACONCORDSAN LUIS OBISPO & NAPANORTH0SCALE: feet20' 40' 60'1" = 20'January, 2019 2337EX001.dwgPRELIMINARY, NOTFOR CONSTRUCTION
ATTACHMENT 3
NON-COLLUSION AFFIDAVIT FORM
NON-COLLUSION AFFIDAVIT FORM
Must be executed by proposer and submitted with the proposal
I, __________________________________ (name) hereby declare as follows:
I am ______________________________ of _________________________,
(Title) (Company)
the party making the foregoing proposal, that the proposal is not made in the interest of, or on behalf
of, any undisclosed person, partnership, company, association, organization, or corporation; that the
proposal is genuine and not collusive or sham; that the proposer has not directly or indirectly induced
or solicited any other proposer to put in a false or sham proposal, and has not directly or indirectly
colluded, conspired, connived, or agreed with any proposer or anyone else to put in a sham proposal,
or that anyone shall refrain from proposing; that the proposer has not in any manner, directly or
indirectly, sought by agreement, communication, or conference with anyone to fix the proposal price
of the proposer or any other proposer, or to fix any overhead, profit, or cost element of the proposal
price, or of that of any other proposer, or to secure any advantage against the public body awarding
the agreement of anyone interested in the proposed agreement; that tall statements contained in
the proposal are true; and, further, that the proposer has not, directly or indirectly, submitted his or
her proposal price or any breakdown thereof, or the contents thereof, or divulged information or data
relative hereto, or paid, and will not pay, any fee to any corporation, partnership, company,
association, organization, proposal depository, or to any member or agent thereof to effectuate a
collusive or sham proposal.
I declare under penalty of perjury under the laws of the State of California that the foregoing is true
and correct.
Proposer Signature: _______________________________________
Proposer Name: _______________________________________
Proposer Title: ______________________________________
Company Name: _______________________________________
Address: _______________________________________
ATTACHMENT 4
LAPM FORMS 10H1 AND 10H4 – SAMPLE COST PROPOSAL
Local Assistance Procedures Manual EXHIBIT 10-H1
Cost Proposal
Page 1 of 9
January 2018
EXHIBIT 10-H1COST PROPOSAL Page 1 of 3
ACTUAL COST-PLUS-FIXED FEE OR LUMP SUM (FIRM FIXED PRICE)CONTRACTS
(DESIGN,ENGINEERING AND ENVIRONMENTAL STUDIES)
Note: Mark-ups are Not Allowed ܆ Prime Consultant ܆ Subconsultant ܆ 2nd Tier Subconsultant
Consultant __________________________________________________________
Project No. _______________________ Contract No. ____________________ Date ____________________
DIRECT LABOR
Classification/Title Name Hours Actual Hourly Rate Total
(Project Manager)*____________________________ ________ $ _____________ $ _____________
(Sr. Civil Engineer)____________________________ ________ $ _____________ $ _____________
(Envir. Scientist)____________________________ ________ $ _____________ $ _____________
(Inspector)**____________________________ ________ $ _____________ $ _____________
LABOR COSTS
a) Subtotal Direct Labor Costs $ _______________
b) Anticipated Salary Increases (see page 2 for calculation) $ _______________
c)TOTAL DIRECT LABOR COSTS [(a) + (b)] $ _______________
INDIRECT COSTS
d) Fringe Benefits (Rate: _____%) e) Total Fringe Benefits [(c) x (d)] $_______________
Overhead (Rate: _____%) g) Overhead [(c) x (f)] $ _______________
h) General and Administrative (Rate: _____%) i) Gen & Admin [(c) x (h)] $ _______________
j)TOTAL INDIRECT COSTS [(e) + (g) + (i)]$ _______________
FIXED FEE k)TOTAL FIXED FEE [(c) + (j)] x fixed fee ______%]$ ______________
l)CONSULTANT’S OTHER DIRECT COSTS (ODC) – ITEMIZE (Add additional pages if necessary)
Description of Item Quantity Unit Unit Cost Total
Mileage Costs $ $
Equipment Rental and Supplies $ $
Permit Fees $ $
Plan Sheets $ $
Test $ $
l)TOTAL OTHER DIRECT COSTS $
m)SUBCONSULTANTS’ COSTS (Add additional pages if necessary)
Subconsultant 1: $
Subconsultant 2:$
Subconsultant 3:$
Subconsultant 4:$
m)TOTAL SUBCONSULTANTS’ COSTS $
n)TOTAL OTHER DIRECT COSTS INCLUDING SUBCONSULTANTS [(l)+(m)] $ ___________________
TOTAL COST [(c) + (j) + (k) + (n)] $ _____________________
NOTES:
1. Key personnel must be marked with an asterisk (*) and employees that are subject to prevailing wage requirements must be marked
with two asterisks (**). All costs must comply with the Federal cost principles. Subconsultants will provide their own cost proposals.
2. The cost proposal format shall not be amended. Indirect cost rates shall be updated on an annual basis in accordance with the
consultant’s annual accounting period and established by a cognizant agency or accepted by Caltrans.
3. Anticipated salary increases calculation (page 2) must accompany.
Local Assistance Procedures Manual EXHIBIT 10-H1
Cost Proposal
Page 2 of 9
January 2018
EXHIBIT 10-H1COST PROPOSAL Page 2 of 3
ACTUAL COST-PLUS-FIXED FEE OR LUMP SUM (FIRM FIXED PRICE)CONTRACTS
(CALCULATIONS FOR ANTICIPATED SALARY INCREASES)
1. Calculate Average Hourly Rate for 1st year of the contract (Direct Labor Subtotal divided by total hours)
Direct Labor
Subtotal per Cost
Proposal
Total Hours per
Cost Proposal
Avg
Hourly
Rate
5 Year
Contract
Duration
$250,000.00 5000 =$50.00 Year 1 Avg
Hourly Rate
2. Calculate hourly rate for all years (Increase the Average Hourly Rate for a year by proposed escalation %)
Avg Hourly Rate Proposed Escalation
Year 1 $50.00 + 2% = $51.00 Year 2 Avg Hourly Rate
Year 2 $51.00 + 2% = $52.02 Year 3 Avg Hourly Rate
Year 3 $52.02 + 2% = $53.06 Year 4 Avg Hourly Rate
Year 4 $53.06 + 2% = $54.12 Year 5 Avg Hourly Rate
3. Calculate estimated hours per year (Multiply estimate % each year by total hours)
Estimated % Completed
Each Year
Total Hours per Cost
Proposal
Total Hours per
Year
Year 1 20.0% * 5000 = 1000 Estimated Hours Year 1
Year 2 40.0% * 5000 = 2000 Estimated Hours Year 2
Year 3 15.0% * 5000 = 750 Estimated Hours Year 3
Year 4 15.0% * 5000 = 750 Estimated Hours Year 4
Year 5 10.0% * 5000 = 500 Estimated Hours Year 5
Total 100% Total = 5000
4. Calculate Total Costs including Escalation (Multiply Average Hourly Rate by the number of hours)
Avg Hourly Rate
(calculated above)
Estimated hours
(calculated above)
Cost per
Year
Year 1 $50.00 *1000 =$50,000.00 Estimated Hours Year 1
Year 2 $51.00 *2000 =$102,000.00 Estimated Hours Year 2
Year 3 $52.02 *750 =$39,015.00 Estimated Hours Year 3
Year 4 $53.06 *750 =$39,795.30 Estimated Hours Year 4
Year 5 $54.12 *500 =$27,060.80 Estimated Hours Year 5
Total Direct Labor Cost with Escalation =$257,871.10
Direct Labor Subtotal before Escalation =$250,000.00
Estimated total of Direct Labor Salary
Increase
=
$7,871.10
Transfer to Page 1
NOTES:
1. This is not the only way to estimate salary increases. Other methods will be accepted if they clearly indicate the % increase, the #
of years of the contract, and a breakdown of the labor to be performed each year.
2. An estimation that is based on direct labor multiplied by salary increase % multiplied by the # of years is not acceptable.
(i.e. $250,000 x 2% x 5 yrs = $25,000 is not an acceptable methodology)
3. This assumes that one year will be worked at the rate on the cost proposal before salary increases are granted.
4. Calculations for anticipated salary escalation must be provided.
Local Assistance Procedures Manual EXHIBIT 10-H1
Cost Proposal
Page 3 of 9
January 2018
EXHIBIT 10-H1COST PROPOSAL Page 3 of 3
Certification of Direct Costs:
I, the undersigned, certify to the best of my knowledge and belief that all direct costs identified on the cost
proposal(s) in this contract are actual, reasonable, allowable,and allocable to the contract in accordance with the
contract terms and the following requirements:
1. Generally Accepted Accounting Principles (GAAP)
2. Terms and conditions of the contract
3.Title 23 United States Code Section 112 - Letting of Contracts
4.48 Code of Federal Regulations Part 31 - Contract Cost Principles and Procedures
5.23 Code of Federal Regulations Part 172 - Procurement, Management, and Administration of
Engineering and Design Related Service
6.48 Code of Federal Regulations Part 9904 - Cost Accounting Standards Board (when applicable)
All costs must be applied consistently and fairly to all contracts. All documentation of compliance must be
retained in the project files and be in compliance with applicable federal and state requirements. Costs that are
noncompliant with the federal and state requirements are not eligible for reimbursement.
Local governments are responsible for applying only cognizant agency approved or Caltrans accepted Indirect
Cost Rate(s).
Prime Consultant or Subconsultant Certifying:
Name: Title *:
Signature : Date of Certification (mm/dd/yyyy):
Email: Phone Number:
Address:
*An individual executive or financial officer of the consultant’s or subconsultant’s organization at a level
no lower than a Vice President or a Chief Financial Officer, or equivalent, who has authority to represent
the financial information utilized to establish the cost proposal for the contract.
List services the consultant is providing under the proposed contract:
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ATTACHMENT 5
LAPM FORM 10K – ANNUAL CERTIFICATION OF INDIRECT COSTS AND FINANCIAL
MANAGEMENT SYSTEM
Local Assistance Procedures Manual Exhibit 10-K
Consultant Annual Certification of Indirect Costs and Financial Management System
Page 1 of 2
March 2018
EXHIBIT 10-KCONSULTANT ANNUAL CERTIFICATIONOF
INDIRECT COSTSAND FINANCIAL MANAGEMENT SYSTEM
(Note: If a Safe Harbor Indirect Cost Rate is approved, this form is not required.)
Consultant’s Full Legal Name:
Important: Consultant means the individual or consultant providing engineering anddesignrelated
services as a party of a contract with a recipient or sub-recipient of Federal assistance. Therefore, the
Indirect Cost Rate(s) shall not be combined with its parent company or subsidiaries.
Indirect Cost Rate:
Combined Rate %OR
Home Office Rate % and Field Office Rate (if applicable) %
Facilities Capital Cost of Money % (if applicable)
Fiscal period *
* Fiscal period is annual one year applicable accounting period that the Indirect Cost Rate was developed (not
the contract period). The Indirect Cost Rate is based on the consultant’s one-year applicable accounting period
for which financial statements are regularly prepared by the consultant.
I have reviewed the proposal to establish an Indirect Cost Rate(s) for the fiscal period as specified above and have
determined to the best of my knowledge and belief that:
x All costs included in the cost proposal to establish the indirect cost rate(s) are allowable in
accordance with the cost principles of the Federal Acquisition Regulation (FAR) 48, Code of
Federal Regulations (CFR), Chapter 1, Part 31 (48 CFR Part 31);
x The cost proposal does not include any costs which are expressly unallowable under the cost
principles of 48 CFR Part 31;
x The accounting treatment and billing of prevailing wage delta costs are consistent with our
prevailing wage policy as either direct labor, indirect costs, or other direct costs on all federally-
funded A&E Consultant Contracts.
x All known material transactions or events that have occurred subsequent to year-end affectingthe
consultant’s ownership, organization, and indirect cost rates have been disclosed as of the date of
this certification.
I am providing the required and applicable documents as instructed on Exhibit 10-A.
Financial Management System:
Our labor charging, job costing, and accounting systems meet the standards for financial reporting, accounting
records, and internal control adequate to demonstrate that costs claimed have been incurred, appropriately
accounted for, are allocable to the contract, and comply with the federal requirements as set forth in Title 23
United States Code (U.S.C.) Section 112(b)(2);48 CFR Part 31.201-2(d); 23 CFR, Chapter 1, Part 172.11(a)(2);
and all applicable state and federal rules and regulations.
Our financial management systemhas the following attributes:
x Account numbers identifying allowable direct, indirect, and unallowable cost accounts;
x Ability to accumulate and segregate allowable direct, indirect, and unallowable costs into separate cost
Local Assistance Procedures Manual Exhibit 10-K
Consultant Annual Certification of Indirect Costs and Financial Management System
Page 2 of 2
March 2018
accounts;
x Ability to accumulate and segregate allowable direct costs by project, contract and type of cost;
x Internal controls to maintain integrity of financial management system;
x Ability to account and record costs consistently and to ensure costs billed are in compliance with FAR;
x Ability to ensure and demonstrate costs billed reconcile to general ledgers and job costing system; and
x Ability to ensure costs are in compliance with contract terms and federal and state requirement
Cost Reimbursements on Contracts:
I also understand that failure to comply with 48 CFR Part 16.301-3 or knowingly charge unallowable costs to
Federal-Aid Highway Program(FAHP) contracts may result in possible penalties and sanctions as provided by
the following:
x Sanctions and Penalties -23 CFR Part 172.11(c)(4)
x False Claims Act -Title 31 U.S.C.Sections 3729-3733
x Statements or entries generally -Title 18 U.S.C.Section 1001
x Major Fraud Act -Title 18 U.S.C.Section 1031
All A&E Contract Information:
x Total participation amount $___________________ on all State and FAHP contracts for Architectural &
Engineering services that the consultant received in the last three fiscal periods.
x The number of states in which the consultant does business is .
x Years of consultant’s experience with 48 CFR Part 31 is .
x Audit history of the consultant’s current and prior years (if applicable)
I, the undersigned, certify all of the above to the best of my knowledge and belief and that Ihave reviewed the
Indirect Cost Rate Schedule to determine that any costs which are expressly unallowable under the Federal cost
principles have beenremoved and comply with Title 23 U.S.C. Section 112(b)(2), 48 CFRPart 31,23 CFRPart172,and
all applicable state and federal rules and regulations.Ialso certifythat Iunderstand that all documentation of
compliance must be retained by the consultant. I hereby acknowledge that costs that are noncompliant with the
federal and state requirements are not eligible for reimbursement and must be returned to Caltrans.
Name**:_ Title**:
Signature:
Email**:
Date of Certification (mm/dd/yyyy):
Phone Number**:
**An individual executive or financial officer of the consultant’s or subconsultant’s organization at a level no lower than a Vice President, a
Chief Financial Officer, or equivalent, who has authorityto represent the financialinformation used to establish the indirect cost rate.
Note:Both prime and subconsultants as parties of a contract must complete their own Exhibit 10-K forms.
Caltrans will not process local agency’s invoices until a complete Exhibit 10-Kform is accepted and approved by
Caltrans Audits and Investigations.
Distribution:1) Original - Local AgencyProject File
2) Copy- Consultant
3) Copy- Caltrans Audits and Investigations
܆Cognizant ICR Audit
܆Local Gov’t ICR Audit ڧ Caltrans ICR Audit
܆CPA ICR Audit
܆Federal Gov’t ICR Audit
ATTACHMENT 6
PROPOSAL EVALUATION FORM
REQUEST FOR QUALIFICATIONS EVALUATION
Project Name:
Consultant:___________________________________________________________
Reviewer: Date:_______________
Refer to Scoring Breakdown on next sheet.
Understanding of work to be done 30
Experience with similar kinds of work 25
Quality of staff for work to be done 20
Familiarity with State and Federal procedures 15
Format/Organization 10
Total 100
Unique Qualities (Intangibles):
(Explanation)___________________________________________________________
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
Comments:____________________________________________________________
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
TOTAL ______
Reviewer’s Signature _______________________________________________
Contract Administrator's Initials ____________ Date ________________
Scoring Breakdown:
Understanding of work to be done - 30 points maximum
0-15: Scope of work is off topic or is missing more than 5 key elements.
16-25: Scope of work is understandable but missing a few key elements.
26-30: Scope of work well justified and most or all key elements are included.
Experience with similar kinds of work - 25 points maximum
0-10 points: Consultant does not include previous experience or has very minimal experience.
16-20 points: Consultant lists previous experience, but experience is not relevant or similar.
21-25 points: Consultant lists relevant previous experience with similar work.
Quality of staff for work to be done - 20 points maximum
0-8 points: Resumes not included or staff has little to no experience with similar project.
9-15 points: Staff list includes resumes but experience is not relevant or similar.
16-20 points: Staff has relevant experience and is competent to perform scope requested.
Familiarity with State and Federal Procedures - 15 Points Maximum
0-4 points: Zero to little previous Federal and State project experience
5-10 points: Federal and State experience but not on similar work.
11-15 points: Relevant Federal and State Experience.
Format/Organization - 10 points maximum
0-4: Scope of work is not or barely organized into tasks and subtasks, does not flow clearly.
5-7: Scope of work is organized into tasks and subtasks, but not in a clear logical order.
8-10: Scope of work is well organized into logical tasks and subtasks to complete a project.
ATTACHMENT 7
CITY OF LA QUINTA DRAFT AGREEMENT FOR CONTRACT SERVICES
AGREEMENT FOR CONTRACT SERVICES
THIS AGREEMENT FOR CONTRACT SERVICES (the “Agreement”) is made
and entered into by and between the CITY OF LA QUINTA, (“City”), a California
municipal corporation, and Name[insert the type of business entity, e.g. sole
proprietorship, CA Limited Liability Corp, an S Corp.] (“Contracting Party”).
The parties hereto agree as follows:
1. SERVICES OF CONTRACTING PARTY.
1.1 Scope of Services. In compliance with all terms and conditions of
this Agreement, Contracting Party shall provide those services related to
Construction Management, Inspection, Material Testing, and Survey Services
for the La Quinta Village Complete Streets – A Road Diet Project, 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 DRAFTTractinractin
all terms and conditions ofall terms and conTe those services related e those services rela
FTal Testing, and Survey Serv
FTA Road Diet P as specifiespecifi
eto as “to as Exhibit Abit A” and incorp”oraoraFTs”). Contracting Party represenContracting P
rovider of firstfirst--class work and/orcla
ed in performing the Services coed in performing the
s and experience, Contracting Pas and experience, Contract
standards in performing the Sendards in performing the
aterials, if any, will be of good , if any, will be of good
purposes of this Agreement, tof this Agreement,
those standards of practice records of practice reco
forming similar services under siforming similar services
mpliance with Lawmpliance with L . All ServicesServRAaccordance with all ordinanceaccordance with all ordinanc
s, and laws of the City and any Felaws of the City and any Fe
of competent jurisdiction.ent jurisdiction.
1.31.3 Wage and Hour CompliaWage and Hour C
DRpplicablpplicabe Federal, State, and loceral, State, and lo
1.4 Licenses, Permitses, Dspecified herein, Contractispecified herein, Cont
ch licenses, permits, ch licenses, permit
rmance of the Srmance of the S
ta business ta business
ctors shctors sh
erer
-2-
counsel selected by City), and hold City, its elected officials, officers,
employees, and agents, free and harmless against any such fees,
assessments, taxes, penalties, or interest levied, assessed, or imposed
against City hereunder. Contracting Party shall be responsible for all
subcontractors’ compliance with this Section.
1.5 Familiarity with Work. By executing this Agreement, Contracting
Party warrants that (a) it has thoroughly investigated and considered the
Services to be performed, (b) it has investigated the site where the Services
are to be performed, if any, and fully acquainted itself with the conditions
there existing, (c) it has carefully considered how the Services should be
performed, and (d) it fully understands the facilities, difficulties, and
restrictions attending performance of the Services under 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
ment, Contment,
and consideredand c
ite where the Servicite where
tself with the conditionstself with the
ow the Services should be ow the Services sh
e facilities, difficulties, and e facilities, difficulties,
ervices under this Agreemervices under this Agreement.
t or unknown conditions materiat or unknown conditions materia
ervices or as represented by rvices or as rep
nform City of such fact and shCity of suc
rty’s risk until written instrucuntil w
erer, or, assignedd designeedes (as
Care. Contracting Party a Contracting Party aAervices contracted for under thitracted for under th
abilities and that, consistent wthat, consistent w
work will be held to an industrwork will be held to an
Consistent with SectionConsistent with Section 1.5 her1
City that it holds the necessary sCity that it holds the necessar
ndard of quality as set forth in thard of quality as set forth in th
pt reasonable methods during thonable methods during th
ous protection to the Services peon to the Services pe
pment, materials, papers, and othment, materials, paper
damages, and shall be respondamages, and shall be res
property, until acceptance of tproperty, until acceptance of
damages as may be caused damages as may be caused
Services by Contracting PaServices by Contracti
bligation to correct anbligation to correct
her cost to City, wher cost to City,
cting Party. cting Party.
AddAddD
-3-
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 2.4
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 based on actual cost plus
a fixed fee in accordance with “Exhibit B” (the “Schedule of Compensation”).
The total amount payable by City including the Fixed Fee, as provided in
Section 2.2, shall not exceed _________Dollars ($_____.00)(the “Contract
Sum”), except as provided in Section 1.7. The City will reimburse Contracting
Party for actual costs (including labor costs, employee benefits, travel,
equipment rental costs, overhead and other direct costs) incurred by
Contracting Party in performance of the work, provided the payment of those
costs does not result in an amount exceeding the Contract Sum. Contracting
Party will not be reimbursed for actual costs that exceed the estimated wage
rates, employee benefits, travel, equipment rental, overhead, and other
estimated costs set forth in the Schedule of Compensation, except as provided
in Section 1.7. In no event will Contracting Party be reimbursed for overhead
costs at a rate that exceeds City’s approved overhead rate set forth in the
Schedule of Compensation. The Contract Sum shall include the attendance of DRAFTn n
g Partyg Part
ecifically seecifica
ein. It is specifiein. I
pprovals of Additionpprovals o
ilure of Contracting Party ilure of Contrac
gneegnee’s’s written authorization autho
iver of any and all right to iver of any and all rig
erform therformis Agreement, whether wheth
uantum meruit, or the like, uantum meruit, or the like,
e appropriate authorization fromappropriate aut
signee. Compensation for p Compe
be made in accordance with Sn acco
mentss. Additional terms and c. Additional terms and Aare made a part hereof are set de a part hereof are set
ents”), which is inch is incorporated heorporated he
a part hereof. In the event ofpart hereof. In the event of
Special Requirements and anySpecial Requirements
provisions of the Special Requireprovisions of the Special R
ENSSATION.ATIO RDR1 ct Sum For the rthe
DRement, Contracting Party shall bement, Contracting Par
xed fee xed fee in accordance with “in accordance with ExhRThe total amount payable by The total amount payable by CDRSectionSec2.2, shall notnot d
Sum”), except as provided iSum”), except as prov
artyarty for actual costs (for actual cost
pment rental cospment rental co
cting Party cting Party in in
es not reses not res
ot beot be
-4-
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. Contracting Party’s overall
compensation shall not exceed the Contract Sum, except as provided in
Section 1.7 of this Agreement.
2.2 Allowable Costs. The indirect cost rate established for this
Agreement is extended through the duration of this specific Agreement.
Contracting Party’s agreement to the extension of the 1-year applicable period
shall not be a condition or qualification to be considered for the work or
Agreement award. Reimbursement for transportation and subsistence costs
shall not exceed the rates specified in the Schedule of Compensation. When
milestone cost estimates are included in the Schedule of Compensation,
Contracting Party shall obtain prior written approval for a revised milestone
cost estimate from the Contract Officer before exceeding such cost estimate.
Salary increases will be reimbursable if the new salary is within the salary
range identified in the Schedule of Compensation and is approved by City’s
Contract Officer and does not result in an amount exceeding the Contract
Sum. For personnel subject to prevailing wage rates as described in the
California Labor Code, all salary increases, which are the direct result of
changes in the prevailing wage rates are reimbursable and subject to the not
to exceed amount of the Contract Sum. In addition to the allowable incurred
costs, City will pay Contracting Party a fixed fee of _______ Dollars
($_______.00) (the “Fixed Fee”), provided the payment of the Fixed Fee does
not result in an amount exceeding the Contract Sum. The Fixed Fee is
nonadjustable for the term of the Agreement, except as provided for in Section
1.7.
2.3 Method of Billing & Payment. Progress payments will be made
monthly in arrears based on services provided and allowable incurred costs. A
pro rata portion of the Fixed Fee will be included in the monthly progress
payments. 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. Invoices shall be
submitted no later than thirty (30) calendar days after the performance of
work for which Contracting Party is billing. Invoices shall detail the work
performed on each milestone and each project as applicable. Invoices shall
follow the format stipulated in the Schedule of Compensation and shall
reference this Agreement number (or City project number for which this
Agreement applies) and project title. Invoices shall contain a certification by DRAFTww
Party’Party
pt as provipt as
ate established for thisate establishe
f this specific Af this specific Agreementgr.
of the 1of the -year applicable period cable p
be considered for the work orbe considered for the work
nsportation and subsistence cosnsportation and subsistence cos
e Schedule of CompensationSchedule of Com . W
d in the the Schedule of CompenSchedu
written approval for a revised proval
OfficerOffic before exceeding such coceedin
ursable if the new salary is witrsable if the new salary i
dule of Compensationof Compensatio and is apd is a
s not result in an amount excesult in an amount exce
ubject to prevailing wage ratesrevailing wage rates
e, all salary increases, which a, all salary increases, which a
vailing wage rates are reimbursavailing wage rates are re
nt of the Contract Sumnt of the Contract Sum.. In additInAwill pay will pa Contracting Partyracting Party a aR(the “Fixed Fee”)(the “Fixed Fee”), provided t, provided t
t in an amount exceeding theamount exceeding the
ustable for the term of thee term Agree
2.3 Method of Billing & hod of Billing &DRmonthly in arrears based on smonthly in arrears based on s
pro rata portion of pro rata portion of the Fthix
yments.yment Any month inonth
racting Party shalracting Party sha
such month, isuch month,
ces rendces rend
no lano la
-5-
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. If Contracting Party fails to submit
the required deliverable items according to the schedule set forth in Section
3.2, City shall have the right to delay payment or terminate this Agreement.
No payment will be made prior to approval of any work, nor for any work
performed prior to approval of this Agreement. The final invoice must contain
the final cost and all credits due City including any equipment purchased under
the provisions of Section 12.6. Except as provided for Section 10.3, the final
invoice should be submitted within sixty (60) calendar days after completion
of Contracting Party’s work.
2.4 Compensation for Additional Services. Additional Services
approved in advance by the Contract Officer, or assigned designee, pursuant
to Section 1.7 of this Agreement shall be paid for in an amount agreed to in
writing by both City and Contracting Party in advance of the Additional
Services being rendered by Contracting Party. Any compensation for
Additional Services amounting to five percent (5%) or less of the Contract
Sum may be approved by the Contract Officer, or assigned designee. Any
greater amount of compensation for Additional Services must be approved by
the La Quinta City Council, the City Manager, or Department Director,
depending upon City laws, regulations, rules and procedures concerning public
contracting. Under no circumstances shall Contracting Party receive
compensation for any Additional Services unless prior written approval for the
Additional Services is obtained from the Contract Officer, or assigned
designee, pursuant to Section 1.7 of this Agreement.
3. PERFORMANCE SCHEDULE.
3.1 Time of Essence. Time is of the essence in the performance of
this Agreement. If the Services not completed in accordance with the
Schedule of Performance, as set forth in Section 3.2 and “Exhibit C”, it is
understood that the City will suffer damage.
3.2 Schedule of Performance. All Services rendered pursuant to this
Agreement shall be performed diligently and within the time period
established in “Exhibit C” (the “Schedule of Performance”). Extensions to the
time period specified in the Schedule of Performance may be approved in
writing by the Contract Officer, or assigned designee. DRAFTovov
ter invter in
artyarty fails to fa
set forth in set fo Se
minate this Aminate this greemen
work, nor for any work work, nor for
e fe final invoice must contain inal invoice must
ny equipment purchased under ny equipment purchased u
ovided for ovided Section 10.3, tthe finahe f
60) calendar days after complet60) calendar days after complet
ditional Servicesrvices. Additional AFact Officeract O , or assignedsigned designe
nt shall be paid for in an amount shall be paid for in an am
Contracting Party in advance oracting Party in advance
by Contracting Party. Any ntracting Party. Any
ounting to five percent (5%) orfive percent (5%) o
ed by the Contract Officer by the Contract Office , or as
compensation for Additional Servcompensation for Additio
City Council, the City ManageCity Council, the City M
on City laws, regulations, rules anon City laws, regulations, rules
Under no circumstances Under no circumstances
ation for any Additional Services any Additional Services
nal Services is is obtained fromobt
gneegnee,,pursuant to Sectionpursuant to Secti 1.7 o
3.3.PERFORMANCE SCHEDULEANCE SCHEDULDR3.1 Time of Essencef EsDhis Agreement. If thehis Agreement. If
edule of Performanedule of Performa
stood that the stood that the
ScheScheD
-6-
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 of this Agreement, the term of this agreement shall commence on
______, contingent upon approval by City, and Contracting Party shall
commence work after notification to proceed by City’s Contract Officer. The
Agreement shall terminate on _____ unless extended by an Amendment to
this Agreement. Contracting Party is advised that any recommendation for
Agreement award is not binding on City until the Agreement is fully executed
and approved by City.
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]
Tel No.
E-mail:
(b)[NAME]
Tel No.
Email:DRAFTuu
, riots, riot
er than Citer tha
hin ten (10)hin te day
t Officert Officer,,or assigne
The Contract OfficerThe Contract O , or
d the extent of delay, d the extent of del and
the period of the forced delay the period of the forced
nt such delay is justified, and thent such delay is justified, and t
nedned designeedesignee,,shall be final aal a
ement. Extensions to time periment. Extension
e determined by the Contract Offmined by th
d pursuant to this Section shall no this S
nal compenal co nsation in excess of t in ex
earlier terminated in accordanceerminated in accordance
ement, the term of this agreemeerm of this agreeme
upon approval by City, and upon approval by City, and
fter notification to proceed by Cfter notification to proce
terminate terminate on on _____unless extunle
ntnt. . Contracting Party is advisedContracting Party is advis
award is not binding on Cityard is not binding on City untunt
oved by City.City.
COORDINATION OF WORKCOORDINATION OF W . DR4.14 Representative of Copresentative of CDRContracting Party (“Principals”Contracting Party (“Principals”
and representatives of Coand representatives o nt
espect to the Services spespect to the Service
ewith:ewith D(a)a)
-7-
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
the [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, DRAFTsusu
going going
personnel mperson
without the expwithou
er”er”, , otherwise known as otherwise kn
FTNAGER OR DIRECTOR or
iting by the City Manager of iting by the City Manager of the
sibility to assure that the Contrasibility to assure that the Contra
pt informed of the progress ofinformed of th
tracting Party shall refer any decg Party sha
Contract Officerfficer, , or assigned d
n, any approval of City requiredn, any approval of City
Contract OfficerContract Off , or assignedassign d
ed designee, designee, shall have authshall have aut
ty required hereunder to carry ored hereunder to carry o
ion Against Subcontracting ion Against Subcont
RAwledge, capability, and reputatiwledge, capability, and re
its emploits em yees were a substanties were a substa
eement. Except as set forth in tment. Except as set forth in t
contract or subcontract with anyt or subcontract with any
the Services required hereunders required hereunder
ty. In addition, neither this Agry. In addition, neithe
ansferred, assigned, conveyed, hnsferred, assigned, conveye
by operation of law, without thby operation of law, without t
restricted hereunder shall inrestricted hereunder shall in
persons acting in concert persons acting in con
esent ownership and/oesent ownership and
unt on a cumulatiunt on a cumula
cting or subccting or subc
pproval spproval s
e Coe Co
-8-
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 DRAFTii
with twith
epresent theprese
f City. City shalf City
ed to be a partner ed to be
oint venture or a oint venture or member
ontracting Party shall have ontracting Party sh
liability on behalf of City. liability on behalf of
any manner represent that it orany manner represent that it
s or employees of City. Except s or employees of City. Except
Party as provided in this Agreemty as provided
other compensation to Contractinmpensatio
nder for City.City shall not beCity
to Contracting Party for injuryto Contracting Party f
ervices hereunder. Notwithstanrvices hereunder. Notwith
cy, rule, regulation, law, or orule, regulation, law, or
arty and any of its employd any of its employ
g services under this Agreemenunder this Agreemen
to any compensation, benefto any compensation
ty, including but not limity, including but not li ted to
Employees Retirement System Employees Retirement Sy
tlement to any contribution to lement to any contribution t
ns and/or employee contributionnd/or employee contribution
rees to pay all required taxes onay all required taxes on
this Agreement, and to indemnifis Agreement, and
axes, assessments, penalties, anaxes, assessments, pena
f the independent contf the independent contractor racto
Contracting Party shall fully cContracting Party shall fully c
regarding Contracting Party regarding Contracting
Party further agrees to indParty further agrees t
ntracting Party to comntracting Party to c
have the right have the right
ting Party ting Party
g Partyg Party
mbmb
-9-
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’s Project Manager shall meet with City as necessary to discuss progress
on the Agreement. 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 DRAFTPartyParty
ta or inforta or
hich are reasonhich a
on by City.on by Cit
ng of any Services under this ng of any Services under
of the term of this Agreemenof the term of this Agreeme
ntain, at its sole cost and expentain, at its sole cost and expen
cution of tn of this Agreement, policis Ag
(the “Insurance Requirements”)rance R
nce and expressly made a part hnce and expressly ma
. Contracting Party shall providContracting Party shall proAg with all required endorsemen all required endorsemen
ments must be approved by Agest be approved by A
nt of performance.ance
ATIONATION. . Rdemnificationdemn. To the fulles. To the fulRAParty shall indemnify, protect, rty shall indemnify, protect,
d hold harmless City and any harmless City and any
, and volunteers as set forth in “and volunteers as
rporated herein by this referencerporated herein by this r
7.7.RECORDS AND REPORTSAND REPORTSDR7.1 Reportss. Contr. Dthe Contract Officerthe Contract Offic
tracting Party’s petracting Party’s p
Contract OffiContract Off
roject Maroject Ma
emeeme
-10-
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,
independent certified public accountant (CPA) “Audited Indirect Cost Rate”
workpapers, 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, including those of the
Contracting Party’s independent CPA, shall be maintained in accordance with
generally accepted accounting principles and shall be complete and detailed.
The Contract Officer, California Department of Transportation (Caltrans)
Auditor, Federal Highway Administration (FHWA) or any duly authorized
representative of the Federal government having jurisdiction under Federal
laws or regulations (including the basis of Federal Funding in whole or in part),
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, examination,
workpaper review, excerpt, or transaction 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 DRAFTnd requirnd r
invoices, voucinvoic
yroll reports), studieyroll repo
ited Indirect Cost Rateited Indirect
bursements charged to City bursements charge
oks and Records”), as shall be oks and Records”), as sh
y this Agreement and enable they this Agreement and enable
o evaluate the performance of suo evaluate the performance of su
nd RecordsReco, including thincluose of
shall be maintained in accordane maintaine
ciples and shall be complete ahall be nd
Department of TransportationDepartment of Tran
ministration (inistration FHWA) or any duor an
al government having jurisdictiovernment having jurisdicti
ing the basis of Federal Funding basis of Federal Funding
,shall have full and free accese full and free acces
during normal business hours of uring normal business hours of
udit, and make records and tudit, and make records ra
uch Books and Records shall beuch Books and Records s
s following completion of the Sers following completion of the S
s to such Books and Records in tsuch Books and Records in t
er review, excerpt, or transactw, excerpt, or transact
tion of Contracting Party’s businacting P
be given to City, and access sbe given to City, and
ccessor in interest. Under Caliccessor in interest. Under f
the amount of public funds exthe amount of public funds ex
Thousand Dollars ($10,000.Thousand Dollars ($
examination and audit of texamination and audit
any audit of City, for any audit of City, fo
Agreement.Agreem
OwneOwneDotogotog
-11-
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 In the event of Termination under Article 8, immediately upon
termination, City shall be entitled to, and Contracting Party shall deliver to
City, reports, investigations, appraisals, inventories, studies, analyses,
drawings and data estimates performed to that date, whether completed or
not, and other such materials as may have been prepared or accumulated to
date by Contracting Party in performing this Agreement which is not
Contracting Party’s privileged information, as defined by law, or Contracting
Party’s personnel information, along with all other property belonging
exclusively to City which is in Contracting Party’s possession.
7.6 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 DDRAFTee
of its fof its
nts and Mants an
eted Documentseted D
ed documents withoed docum
will be at City’s sole risk will be at City’s
ntracting Party’s guarantee ntracting Party’s gu
use, revise, or assignment. use, revise, or assignm
Documents and Materials for itsDocuments and Materials for
an unrestricted right to use tan unrestricted right to use t
tractors shall provide for assignctors shall prov
als prepared by them, and in thared by th
such assignment, Contracting Pment,
sulting therefrom.sulting therefrom.
y or any person, firm, or corporany person, firm, or corpo
ments and Materials without wrnd Materials without wr
ng Party for the specific purposer the specific purpose
es any changes or alterations any changes or alterations
eby releases, discharges, and exoeby releases, discharges
ulting from said change. The pulting from said change.
rmination or expiration of this Armination or expiration of thi
ll force and effect.orce and effect.
5 In the event of Terminatioevent of Terminatio
ination, City shall be entitled tonation, City shall be e
ty, reports, investigations, apty, reports, investigations,
drawings and data estimates pedrawings and data estimates p
not, and other such materialsnot, and other such materials
date by date Contracting Partng
ontracting Party’s privilontracting Party’s pr
yy’s personnel inf’s personnel in
vely to City wvely to City w
LiceLiceD
-12-
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. Publication of the information derived from work performed or data
obtained in connection with services rendered under this Agreement must be
approved in writing by City. Additionally, it is agreed that the Parties intend
this to be an Agreement for services and each considers the products and
results of the services to be rendered by Contracting Party hereunder to be
work made for hire. Contracting Party acknowledges and agrees that the work
(and all rights therein, including, without limitation, copyright) belongs to and
shall be the sole and exclusive property of City without restriction or limitation
upon its use or dissemination by City.
7.7 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. Contracting Party
shall not issue any news release or public relations item of any nature for any
media, whatsoever, regarding the Records and Materials and work performed
or to be performed under this Agreement, without the City’s prior written
consent.
7.8 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. Permission to disclose the aforementioned City confidential
information on one occasion, or public hearing held by City relating to the
Agreement, shall not authorize Contracting Party to further disclose such
information, or disseminate the same on any other occasion. Contracting
Party shall not comment publicly to the press or any other media regarding
the aforementioned City confidential information except to City’s staff, at
public hearings when raised by the City’s staff or City Council, or in response DRAFTinin
d in and in a
ded that anded th
shall be at City’s shall b
ork performed or daork perform
this Athis Agreementeemen must be
reed that the Preed that the Parties intend artie
h considers the products and h considers the products
ntracting Partyntract hereunder to beder to
owledges and agrees that the woowledges and agrees that the wo
t limitation, copyright) belongs tomitation, copyri
y of City without restriction or limy without r
ty.
nts. The Documents and Materiats. The Documents and MAprior written approval of the Cor written approval of the Co
as required by law. Contractiired by law. Contracti
tity or person any information reon any information r
uired by law or as authorized byired by law or as authorized by
news release or public news release or public relations
ver, regarding the Records and Mver, regarding the Records
ormed under this ormed under thi Agreement,ment,w
8 Confidential or Personal Intial or Personal I
DRy covenants that all City data, dcovenants that all Cit
rsonal identifying information, drsonal identifying informatio
documents, discussion notes, documents, discussion notes,
received by Contracting Pareceived by Contractin rty
are deemed confidential andare deemed confidenti
erson or entity without erson or entity witho
aw. City shall granaw. City shall gra
strative or legstrative or le
law. law. PePe
on on
-13-
to questions from a Legislative committee. 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 without regard to conflict
of law principles. 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; Right to Cure; Meet and Confer. 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. 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. During the period
allowed for cure in this Section, and prior to either party commencing any
legal action under Section 8.1 and other provisions in this Agreement, the
parties may meet and confer in good faith to settle a dispute amicably between
them. The injured party shall have the right to commence the good-faith meet
and confer negotiations by written notice thereof to the injuring party. If a
dispute has not been resolved after forty-five (45) days of good-faith
negotiations (commencing from the date the injured party delivers notice to
e e
interpreted, construed,interpreted,
rmance of the parties inrmance of the p
niania without wi regard to conflict rd to c
any dispute, claim, or matter any dispute, claim, or ma
t shall be instituted in the Superit shall be instituted in the Super
f California, or any other appropCalifornia, or any other approp
Party covenants and agrees to covenants a
ourt in the event of such action.event
Cure; Meet and ConferCure; Meet and Confer. In the . AFeement, the injured party shall noment, the injured party shall
ntions by submitting a claim therby submitting a claim ther
rforming its obligations hereunts obligations hereu
nces to cure such default within tuch default within t
d completes the cure of such completes the cure
service of the notice, or such service of the notice, o
he Contract Officerhe Contract Offic ,or assignedsign
immediate danger to the healthmmediate danger to the health
such immediate action as City dmmediate action as City d
visions of this Section shall be a his Section shall be a
Agreement for cause and to any greement for cause a
t be a waiver of any party’s right be a waiver of any party’s
dispute is not cured, provided tdispute is not cured, provided
terminate this Agreement withterminate this Agreement with
period of time that Contractperiod of time that Co
nd shall, when the defand shall, when the d
he alternative, Cityhe alternative, Cit
tstanding invotstanding inv
for cure ifor cure i
n undn und
-14-
participate in good-faith meet and confer negotiations) or the expiration of the
cure period provided in this Section, whichever date is earlier, then either
party may commence legal action against the other. As part of the good-faith
meet and confer negotiations, any dispute, other than audit, concerning a
question of fact arising under this Agreement that is not disposed of by
agreement shall be decided by a committee consisting of City’s Contract
Administrator and City Manager (or authorized designee), who may consider
written or verbal information submitted by Contracting Party. If a dispute is
not resolved by good-faith meet and confer negotiations, and a legal action
has not commenced by the time all work under this Agreement is alleged to
have been completed, then not later than thirty (30) calendar days after
alleged completion of all work under the Agreement, Contracting Party may
request review by the La Quinta City Council of unresolved claims or disputes,
other than audit; such a request for review shall be submitted in writing;
neither the pendency of a dispute nor its consideration by the City committee
or City Council will excuse Contracting Party from full and timely performance
in accordance with the terms of this Agreement; and, notwithstanding any of
the alternative dispute resolution provisions in this Section, neither party
waives or releases any rights or remedies the party has under this Agreement
or at law or in equity when using the alternative dispute resolution provisions
in this Section. Furthermore, any audit disputes shall be considered as
provided for Article 10.
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. DRAFTspsp
CityCity’s ’s
who may cowho m
artyarty.. If a dispu
ons, andons, and a legal actioa
s Agreement is alleged to Agreement is
y (30) calendar days after y (30) calendar day
ementement, Contracting Party Party may
of unresolved claimsof unr or disputes,disput
ew ew shallsh be submitted in writinsubmitted in writin
s consideration by onsideration by the City comm
Party from full and timely perforom full an
s Agreement; and, notwithstand; and,
on provisions in this Section, non provisions in this Se
r remedies the party has under tremedies the party has und
using the alternative dispute resothe alternative dispute res
more, any any audit ddisputes shalisputes shal
on of Funds. City may withholdon of Funds. City may RAarty sufficient funds to compensaarty sufficient funds to com
amages it reasonably believes wamages it reasonably believes
Contracting Party in the performtracting Party in the perform
ement.
8.48.4 WaiverWaiv. No delay or omNo de
DRmedy of a nonmedy of a non--defaulting party defaulting p
remedy or be construed as a waremedy or be construed as a wa
Contracting Party requiring CiContracting Party requiring Ci
waive or render unnecessarwaive or render unnec
t of Contracting Party. t of Contracting Part
ng and shall not bng and shall not
her provision her provision
RighRighD
-15-
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. Upon termination, City shall be entitled to all work,
including but not limited to, reports, investigations, appraisals, inventories,
studies, analyses, drawings and data estimates performed to that date,
whether completed or not, and in accordance with Section 7.5. 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 DRAFTAA
ction shall ction s
ally provided inally pr
reserves the right reserves
hout cause, upon thirtyhout cause, u
pon receipt of any notice of pon receipt of any n
y cease all Services herey cease all Services hereunder
ed by the Contract Officered by the Contract Officer, ,or
CityCity shall be entitled to all worshall be entitled to all wo
vestigations, appraisals, inventostigations, appr
a estimates performed to thamates perf
accordance with with Section 7.5S. Co
ensation for all Services renderensation for all Servic
ation and for any Services authtion and for any Services
ed designeeesignee,,thereafter in accothereafter in acc
n or such as may be approvech as may be approve
signee, except amounts held ascept amounts held as
ination for Default of Contractingination for Default of ContRAf Contracting Party to fulfill its obf Contracting Party to fulfill its
Party shall vacate any Cityarty shall vacate any City--owow
ermitted to occupy hereunder ad to occupy hereunder a
visions of Sectionection 8.2, take over8.2, take over
mpletion by contract or otherwimpletion by contract o
the extent that the total costthe extent that the total
hereunder exceeds the compenhereunder exceeds the compe
shall use reasonable efforts toshall use reasonable efforts to
any payments to Contractinany payments to Contr
the amounts owed Citythe amounts owed
8.98.9 AttorneyAttorneyDr defend r defend
withwith
-16-
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.
8.10 Suspension of Work. City may temporarily suspend this
Agreement, at no additional cost to City, provided that Contracting Party is
given written notice (delivered by certified mail, return receipt requested) of
temporary suspension. If City gives such notice of temporary suspension,
Contracting Party shall immediately suspend its activities under this
Agreement. A temporary suspension may be issued concurrent with the notice
of termination provided for in this Article 8.
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. During the term of this Agreement, the
Contracting Party shall disclose any financial, business, or other relationship
with City that may have an impact upon the outcome of this Agreement or
any ensuing City construction project. The Contracting Party shall also list
current clients who may have a financial interest in the outcome of this
Agreement or any ensuing City construction project which will follow.
No officer or employee of City shall have any financial interest, direct
or indirect, in this Agreement nor shall any such officer or employee DRAFTaa
her orher o
fees in the fees
mporarily suspend thismporarily sus
d that d that Contracting Partyacting is
, return receipt requested) of , return receipt requeste
otice of temporary suspension,otice of temporary suspensi
spend its activities under thspend its activities under t
y be issued concurrent with the nbe issued concur
cle 8.
YEES; NONDISCRIMINATIONYEES; NONDISCRIMIN . AFty Officers and Employees.Officers and Employees. NoNAFtative, or volunteer of City shall bor volunteer of City shall b
any successor in interest, in the ssor in interest, in the
or any amount which may becont which may beco
essor, or for breach of any obligessor, or for breach of a
onflict of Interestonflict of Interest. Contracting ctingRAficer or principal of it, has or shor principal of it, has or sh
y, which would conflict in any mwould conflict in any m
would in any way hinder Cowould in any way
vices under this Agreement. Covices under this Agreeme
he performance of this Agreemehe performance of this Agreem
be employed by it as an officebe employed by it as an office
the express written consentthe express written co
ontracting Party agreesontracting Party agr
earance of any coearance of any c
mance of this mance of this
ing Partying Party
hat mhat m
-17-
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.
Contracting Party certifies that it has disclosed to City any actual,
apparent, or potential conflicts of interest that may exist relative to the
services to be provided pursuant to this Agreement. Contracting Party agrees
to advise City of any actual, apparent or potential conflicts of interest that
may develop subsequent to the date of execution of this Agreement.
Contracting Party further agrees to complete any statements of economic
interest if required by either City ordinance or State law.
9.3 Covenants against Discrimination. The Contracting Party’s
signature affixed herein and dated shall constitute a certification under penalty
of perjury under the laws of the State of California that the Contracting Party
has, unless exempt, complied with the nondiscrimination program
requirements of California Government Code Section 12990 and Title 2,
Section 11102 (former Section 8301) of the California Code of Regulations
(CCR).
During the performance of this Agreement, Contracting Party and its
subcontractors shall not deny the Agreement’s benefits to any person on the
basis of race, religious creed, color, national origin, ancestry, physical
disability, mental disability, medical condition, genetic information, marital
status, sex, gender, gender identity, gender expression, age, sexual
orientation, or military and veteran status, nor shall they unlawfully
discriminate, harass, or allow harassment against any employee or applicant
for employment because of race, religious creed, color, national origin,
ancestry, physical disability, mental disability, medical condition, genetic
information, marital status, sex, gender, gender identity, gender expression,
age, sexual orientation, or military and veteran status. Contracting Party and
subcontractors shall insure that the evaluation and treatment of their
employees and applicants for employment are free from such discrimination
and harassment.
Contracting Party and subcontractors shall comply with the provisions
of the Fair Employment and Housing Act (Cal. Gov. Code § 12990 et seq.),
the applicable regulations promulgated there under (2 CCR § 11000 et seq.),
the provisions of California Government Code §§ 11135-11139.5, and the
regulations or standards adopted by City to implement such article. The
applicable regulations of the Fair Employment and Housing Commission
implementing California Government Code § 12990(a)-(f), set forth Title 2, DRAFTfofo
to to CityCi any ac
exist relative to texist re
CContracting Party ontracting Pa agrees
al conflicts of interest that al conflicts of inter
xecution of this xecutio AgreementAgree.
te any statements of economicte any statements of econo
or State law.or State law.
minationion. . The The Contracting AFhall constitute a certification undeute a ce
tate of California that the tate of California that Contra
ied with the nondied with the nondiscriminatscri
Government Code Sectionvernment Code Section 12912
ction 8301)301)of the California Cothe California Co
erformance of this erformance of this AgreementAgre,
hall not deny thehall not deny Agreement’seem be
religious creed, color, nationreligious creed, color, na
ental disability, medical conditintal disability, medical condit
ex, gender, gender identity, ender, gender identity,
ion, or military and veteran ilitary and veteran
minate, harass, or allow harassmminate, harass, or allo
employment because of raceemployment because of
ncestncestry, physical disability, mical disability, m
information, marital status, seinformation, marital status, se
age, sexual orientation, or mage, sexual orientation
ubcontractorubconts shall insall
ployees and applicaployees and applic
arassment.arassment.
ractinractin
-18-
Section 11099-11124 (former sections 8100-8504) of the CCR, are
incorporated into this Agreement by reference and made a part hereof as if
set forth in full. Contracting Party shall permit access by representatives of
the Department of Fair Employment and Housing and the City upon reasonable
notice at any time during the normal business hours, but in no case less than
twenty-four (24) hours’ notice, to such of its books, records, accounts, and all
other sources of information and its facilities as said Department or City shall
require to ascertain compliance with this clause.
Contracting Party and its subcontractors shall give written notice of their
obligations under this clause to labor organizations with which they have a
collective bargaining or other Agreement.
Contracting Party shall include the nondiscrimination and compliance
provisions of this clause in all subcontracts to perform work under this
Agreement.
The Contracting Party, with regard to the work performed under this
Agreement, shall act in accordance with Title VI of the Civil Rights Act of 1964
(42 U.S.C. §2000d et seq.). Title VI provides that the recipients of federal
assistance will implement and maintain a policy of nondiscrimination in which
no person in the United States shall, on the basis of race, color, national origin,
religion, sex, age, disability, be excluded from participation in, denied the
benefits of or subject to discrimination under any program or activity by the
recipients of federal assistance or their assignees and successors in interest.
The Contracting Party shall comply with regulations relative to non-
discrimination in federally-assisted programs of the U.S. Department of
Transportation (Title 49, Part 21 of the Code of Federal Regulations (CFR) -
Effectuation of Title VI of the Civil Rights Act of 1964). Specifically, the
Contracting Party shall not participate either directly or indirectly in the
discrimination prohibited by 49 CFR § 21.5, including employment practices
and the selection and retention of Subcontractors.
10. AUDIT REVIEW PROCEDURES.
10.1 Audit Disputes. Any dispute concerning a question of fact arising
under an interim or post audit of this Agreement that is not disposed of by
agreement provided for in Article 8, shall be reviewed by City’s Chief Financial
Officer. Not later than thirty (30) calendar days after issuance of the final
audit report, Contracting Party may request a review by City’s Chief Financial
Officer of unresolved audit issues. The request for review will be submitted in
writing. Neither the pendency of a dispute nor its consideration by City will
excuse Contracting Party from full and timely performance, in accordance with
the terms of this Agreement. DRAFTasas
ccountccoun
ment or ment Cit
ive written notice of theirive written not
ns with which they have a ns with which they
nondiscrimination and compliancnondiscrimination and complian
tracts to pacts t erform work under erform work under
regard to the work performed regard to the work
nce with Title VI of the Civil Rightnce with Title VI of the Civ
Title VI provides that the reciple VI provides that the rec
and maintain a policy of nondiscrintain a policy of nondiscr
tates shall, on the basis of race, c, on the basis of race,
sability, be excluded from partixcluded from parti
ct to discrimination under any pct to discrimination und
ral assistance or their assignees ral assistance or their ass
ontracting Partyntracting Party shall comply wshall comply w
tion in federallyn federally--assisted passisted progrrogr
rtation (Titletle 4949, Part 21 of the , Part 21 of the
uation of Title VI of the Civil ation of Title VI of
ntracting Partyntracting Party shall not particl not
iscrimination prohibited by 49 Ciscrimination prohibited by 49
and the selection and retentionand the selection and retention
10.10.AUDIT REVIEW PROAUDIT REVIEW D10.110.1 Audit t DispDisDn interim on interim o
tt providprovid
lala
-19-
10.2 Audit Review Procedures. Contracting Party and subcontractor
agreements, including Schedule of Compensation, cost proposals and Indirect
Cost Rates (ICR), may be subject to audits or reviews such as, but not limited
to, an agreement audit, an incurred cost audit, an ICR Audit, or a CPA ICR
audit work paper review. If selected for audit or review, this Agreement, cost
proposal and ICR and related work papers, if applicable, will be reviewed to
verify compliance with 48 CFR Part 31 and other related laws and regulations.
In the instances of a CPA ICR audit work paper review it is Contracting Party’s
responsibility to ensure federal, state, City, or local government officials are
allowed full access to the CPA’s work papers including making copies as
necessary. The Agreement, cost proposal, and ICR shall be adjusted by
Contracting Party and approved by City Contract Officer to conform to the
audit or review recommendations. Contracting Party agrees that individual
terms of costs identified in the audit report shall be incorporated into this
Agreement by this reference if directed by City at its sole discretion. Refusal
by Contracting Party to incorporate audit or review recommendations, or to
ensure that the federal, state, City or local governments have access to CPA
work papers, will be considered a breach of Agreement terms and cause for
termination under Article 8 of the Agreement and disallowance of prior
reimbursed costs.
10.3 Caltrans Audits and Investigations Work Paper Review.
Contracting Party’s Schedule of Compensation may be subject to a CPA ICR
“Audit Work Paper Review” and/or audit by Caltrans Audits and Investigation
(A&I). Caltrans A&I, at its sole discretion, may review and/or audit and
approve the CPA ICR documentation. The Schedule of Compensation shall be
adjusted by the Contracting Party and approved by the City Contract Officer
to conform to the Work Paper Review recommendations included in the
management letter or audit recommendations included in the audit report.
Refusal by the Contracting Party to incorporate the Work Paper Review
recommendations included in the management letter or audit
recommendations included in the audit report will be considered a breach of
the Agreement terms and cause for termination under Article 8 of the
Agreement and disallowance of prior reimbursed costs.
During Caltrans A&I’s review of the ICR audit work papers created by
the Contracting Party’s independent CPA, Caltrans A&I will work with the CPA
and/or Contracting Party toward a resolution of issues that arise during the
review. Each party agrees to use its best efforts to resolve any audit disputes
in a timely manner. If Caltrans A&I identifies significant issues during the
review and is unable to issue a cognizant approval letter, City will reimburse
the Contracting Party at an “accepted rate” (defined below) until a Federal
Acquisition Regulation (FAR)-compliant ICR (pursuant to, for example, 48 CFR
Part 31; GAGAS (Generally Accepted Auditing Standards); CAS (Cost DRAFTee
be revbe re
s and reguls and
s Contracting Pas Cont
overnment officials aovernment
uding making copies as uding making
ICR shall be adjusted by ICR shall be adju
act act OfficerO to conform to the form t
ng Partyng Pa agrees that individuandivid
ort shall be incorporated into ort shall be incorporated into tt
by CityCity at its sole discretion. Reat its sole
udit or review recommendationreview rec
or local governments have acceernme
a breach of a brea Agreementement terms a
of the the AgreementAgree and disallownd disa
udits and Investigations WInvestigations W
RAchedule of Compensationhedule of Compensatio may bb
ReviewReview” ” and/or audit by Caltranand/or audit by
A&I, at its sole discretion, maA&I, at its sole discretio
PA ICR documentation. The PA ICR documentation. The SchS
the e Contracting PartyContracting Party and apprand appr
rm to the Work Paper Review he Work Paper Review
ement letter or audit recommeor aud
sal by the sal by the Contracting PartyContracting
commendations included in commendations included
recommendations included in threcommendations included in t
the Agreementthe terms and erm
AgreementAgreem and disallowancallo
During Caltrans During Caltrans
ntracting Partntracting Part
ontractinontractin
h pah pa
-20-
Accounting Standards), if applicable; in accordance with procedures and
guidelines of the American Association of State Highways and Transportation
Officials (AASHTO) Audit Guide; and other applicable procedures and
guidelines) is received and approved by A&I.
“Accepted rates” will be as follows:
A. If the proposed rate is less than one hundred fifty percent (150%) -
the accepted rate reimbursed will be ninety percent (90%) of the
proposed rate.
B. If the proposed rate is between one hundred fifty percent (150%)
and two hundred percent (200%) - the accepted rate will be eighty-
five percent (85%) of the proposed rate.
C. If the proposed rate is greater than two hundred percent (200%) -
the accepted rate will be seventy-five percent (75%) of the proposed
rate.
If Caltrans A&I is unable to issue a cognizant letter per this Section 10.3,
Caltrans A&I may require Contracting Party to submit a revised independent
CPA-audited ICR and audit report within three (3) months of the effective date
of the management letter. Caltrans A&I will then have up to six (6) months to
review the Contracting Party’s and/or the independent CPA’s revisions.
If the Contracting Party fails to comply with the provisions of this Section
10.3, or if Caltrans A&I is still unable to issue a cognizant approval letter after
the revised independent CPA audited ICR is submitted, overhead cost
reimbursement will be limited to the accepted ICR that was established upon
initial rejection of the ICR and set forth this Section 10.3 for all rendered
services. In this event, this accepted ICR will become the actual and final ICR
for reimbursement purposes under this Agreement.
Contracting Party may submit to City a final invoice only when all of the
following items have occurred: (1) Caltrans A&I accepts or adjusts the original
or revised independent CPA audited ICR; (2) all work under this Agreement
has been completed to the satisfaction of City; and (3) Caltrans A&I has issued
its final ICR review letter. The Contracting Party must submit its final invoice
to City no later than sixty (60) calendar days after occurrence of the last of
these items. The accepted ICR will apply to this Agreement and all other
agreements executed between City and the Contracting Party, either as a
prime or subcontractor, with the same fiscal period ICR. DRAFTy percent (150y perc
percent (90%) of tpercent
undred fifty percent (150%) undred fifty percent (
he accepted rate will be eightyhe accepted rate will be eig -
d rate.d rate.
r than two hundred percent (20an two hundre
enty-five percentpercent (75%) of the p
to issue a cognizant letter per issue a cognizant letter per th
ontracting Partycting Party to submit a revto submit a rev
t report within three (3) months within three (3) month
ter. Caltrans A&I will then have uA&I will then have u
ng Party’s and/or the independeng Party’s and/or the ind
racting Partyracting Party fails to comply withfails to comply
trans A&I is still unable to issue arans A&I is still unable to issue
d independent CPA audited ICdependent CPA audited IC
ement will be ill be limited to the accelimited to the acce
rejection of the ICR and set foection of the ICR
ices. In this event, this acceptedices. In this event, this a
r reimbursement purposes under reimbursement purposes un
Contracting PartyPart may s
following items have occurrfollowing items have o
revised independent Crevised independen
been completed tobeen completed t
ICR review ICR review
o later tho later th
.T.T
-21-
11. STATE PREVAILING WAGE RATES
11.1 State Prevailing Wage Rates. No contractor (including Contracting
Party) or subcontractor may be awarded an Agreement containing public work
elements unless registered with the Department of Industrial Relations (DIR)
pursuant to California Labor Code Section 1725.5. Registration with DIR must
be maintained throughout the entire term of this Agreement, including any
subsequent amendments. The Contract Party shall comply with all of the
applicable provisions of the California Labor Code requiring the payment of
prevailing wages. The General Prevailing Wage Rate Determinations applicable
to work under this Agreement are available and on file with the Department
of Transportation's Regional/District Labor Compliance Officer. These wage
rates are made a specific part of this Agreement by reference pursuant to
Labor Code Section 1773.2 and will be applicable to work performed at a
construction project site. Prevailing wages will be applicable to all inspection
work performed at City construction sites, at City facilities and at off-site
locations that are set up by the construction contractor or one of its
subcontractors solely and specifically to serve City projects. Prevailing wage
requirements do not apply to inspection work performed at the facilities of
vendors and commercial materials suppliers that provide goods and services
to the general public. General Prevailing Wage Rate Determinations applicable
to this project may also be obtained from the Department of Industrial
Relations Internet site at http://www.dir.ca.gov.
11.2 Payroll Records. Contracting Party and each Subcontractor shall
keep accurate certified payroll records and supporting documents as
mandated by Labor Code Section 1776 and as defined in Title 8 Section 16000
of the CCR, showing the name, address, social security number, work
classification, straight time and overtime hours worked each day and week,
and the actual per diem wages paid to each journeyman, apprentice, worker,
or other employee employed by the Contracting Party or a subcontractor in
connection with the public work. Each payroll record shall contain or be
verified by a written declaration that it is made under penalty of perjury,
stating both of the following:
A. The information contained in the payroll record is true and correct.
B. The employer has complied with the requirements of Labor Code
Sections 1771, 1811, and 1815 for any work performed by his or her
employees on the public works project.
The payroll records enumerated under this Section 11.2 shall be certified
as correct by the Contracting Party under penalty of perjury. The payroll
records and all supporting documents shall be made available for inspection
and copying by City Contract Officer at all reasonable hours at the principal DRAFTwith with
entent, incl, in udi
mply with all ofmply w
uiring the payment uiring the
Determinations applicableDeterminations
on file with the Department on file with the Dep
mpliance Officer. These wage mpliance Officer. These
mentment by reference pursursuant toan
pplicable to workpplicable to wor performed ated at
es will be applicable to all inspewill be applicab
sites, atat City City facilities and at fac
e construction contractor or oon co
cally to serve cally City ty projects. Prevproj
inspection work performed at tnspection work performed
terials suppliers that provide gols suppliers that provide go
eral Prevailing Wage Rate Determvailing Wage Rate Determ
so be obtained from the Depained from the Dep
e at http://www.dir.ca.govhttp://www.dir.ca.g .
oll Records.oll Records. ContractingContracting Party aRAe certified payroll records ane certified payroll records
y Labor Code SectionLabor Code Section 1776 and and a
CR, showing the name, addreowing the name, addre
cation, straight time and overtimght time and overtim
the actual per diem wages paid the actual per diem wag
other employee employed by tother employee employed
connection with the public woconnection with the public wo
verified by a written declaraverified by a written declara
stating both of the followingstating both of the foll
A.A.The informatioThe informat
The emplThe empl
ectionection
ll
-22-
office of the Contracting Party. The Contracting Party shall provide copies of
certified payrolls or permit inspection of its records as follows:
A. A certified copy of an employee's payroll record shall be made
available for inspection or furnished to the employee or the
employee's authorized representative on request.
B. A certified copy of all payroll records enumerated in this Section 11.2
shall be made available for inspection or furnished upon request to a
representative of City, the Division of Labor Standards Enforcement
and the Division of Apprenticeship Standards of the Department of
Industrial Relations. Certified payrolls submitted to City, the Division
of Labor Standards Enforcement and the Division of Apprenticeship
Standards shall not be altered or obliterated by the Contracting Party.
C. The public shall not be given access to certified payroll records by the
Contracting Party. The Contracting Party is required to forward any
requests for certified payrolls to the City Contract Officer by both
email and regular mail on the business day following receipt of the
request.
Contract Party and all subcontractors shall submit a certified copy of the
records enumerated in this Section 11.2, to the entity that requested the
records within ten (10) calendar days after receipt of a written request.
Any copy of records made available for inspection as copies and
furnished upon request to the public or any public agency by City shall be
marked or obliterated in such a manner as to prevent disclosure of each
individual's name, address, and social security number. The name and address
of the Contracting Party or subcontractor performing the work shall not be
marked or obliterated.
The Contracting Party shall inform City of the location of the records
enumerated under this Section 11.2, including the street address, city and
county, and shall, within five (5) working days, provide a notice of a change
of location and address.
The Contracting Party or subcontractor shall have ten (10) calendar days
in which to comply subsequent to receipt of written notice requesting the
records enumerated in this Section 11.2. In the event the Contracting Party
or subcontractor fails to comply within the ten (10) day period, he or she shall,
as a penalty to City, forfeit one hundred dollars ($100) for each calendar day,
or portion thereof, for each worker, until strict compliance is effectuated. Such
penalties shall be withheld by City from payments then due. Contracting Party DRAFTyy
in in this this Section
hed upon request tohed upon
Standards EnforcementStandards En
ards of the Department of ards of the Depar
ubmitted to ubmit City, the Division the D
d the Division of Apprenticeship d the Division of Apprentices
bliterated by the Cbliterated by the ontracting Partg Par
ccess to certifto certified payroll records ied p
tracting Partyarty is required to forwis r
yrolls to the yro Cityity Contract OfficCo
on the business day following on the business day follo
all subcontractorntracs shall submit ashall submit
n this Sectionn 11.211.2, to the ent, to the ent
10) calendar days after receipt o10) calendar days after r
of records made availablof records made availab e fo
on request to the public or any n request to the public or an
obliterated in such a manner terated in such a manner
al's name, address, and social secaddress, and social sec
Contracting PartyContracting Party or o subcontra
ked or obliterated.ked or oblitera
The Contracting Partyacting Party shsh
enumerated under enumerated under this th Sect
county, and shall, within ficounty, and shall, with
location and address.location and addres
he he ContractinContractin
to compto comp
meme
-23-
is not subject to a penalty assessment pursuant to this section due to the
failure of a subcontractor to comply with this section.
11.3 Responsibility. When prevailing wage rates apply, the Contracting
Party is responsible for verifying compliance with certified payroll
requirements. Invoice payment will not be made until the invoice is approved
by the City Contract Officer.
11.4 Penalty. The Contracting Party and any of its Subcontractors shall
comply with Labor Code Sections 1774 and 1775. Pursuant to Labor Code
Section 1775, the Contracting Party and any subcontractor shall forfeit to the
City a penalty of not more than two hundred dollars ($200) for each calendar
day, or portion thereof, for each worker paid less than the prevailing rates as
determined by the Director of DIR for the work or craft in which the worker is
employed for any public work done under the Agreement by the Contracting
Party or by its subcontractor in violation of the requirements of the Labor Code
and in particular, Labor Code Sections 1770 to 1780, inclusive.
The amount of this forfeiture shall be determined by the Labor
Commissioner and shall be based on consideration of mistake, inadvertence,
or neglect of the Contracting Party or subcontractor in failing to pay the correct
rate of prevailing wages, or the previous record of the Contracting Party or
subcontractor in meeting their respective prevailing wage obligations, or the
willful failure by the Contracting Party or subcontractor to pay the correct rates
of prevailing wages. A mistake, inadvertence, or neglect in failing to pay the
correct rates of prevailing wages is not excusable if the Contracting Party or
subcontractor had knowledge of the obligations under the Labor Code. The
Contracting Party is responsible for paying the appropriate rate, including any
escalations that take place during the term of the Agreement.
In addition to the penalty and pursuant to Labor Code Section 1775, the
difference between the prevailing wage rates and the amount paid to each
worker for each calendar day or portion thereof for which each worker was
paid less than the prevailing wage rate shall be paid to each worker by the
Contracting Party or subcontractor, as applicable.
If a worker employed by a subcontractor on a public works project is
not paid the general prevailing per diem wages by the subcontractor, the
Contracting Party is not liable for the penalties described above unless the
Contracting Party had knowledge of that failure of the subcontractor to pay
the specified prevailing rate of wages to those workers or unless the
Contracting Party fails to comply with all of the following requirements:
A. The agreement executed between the Contracting Party and the
subcontractor for the performance of work on public works projects DRAFTice is ice is
s s SubcontractorSubcons sh
PPursuant to Labor Codeursuant to
ntractorntract shall forfeit to the all forf
lars (lars ($200) for each calendar $200) for each ca
ess than the prevailing rates asess than the prevailing rate
ork or craft in which the worker ork or craft in which the worker
r the the AgreementAgreement by the Contrac
n of the requirements of the Laboe requireme
ns 1770 to 1780, inclusive.1780,
feiture shall be determined bfeiture shall be determ
ased on consideration of mistaked on consideration of mista
g Party or or ssubcontractorcontractor in failingin failing
, or the prrevious record of theevious record of the
ing their respective prevailing wective prevailing w
Contracting PartyContract or or ssubcontractub
es. A mistake, inadvertence, or es. A mistake, inadverten
f prevailing wages is not excusaf prevailing wages is not exc
r had knowledge of the obligathad knowledge of the obliga
g Partyy is responsible for payingis responsible for paying
ons that take place during the teke place during the te
In addition to the penalty andIn addition to the penalt
ifference between the prevailinifference between the prevaili
worker for each calendar day worker for each calendar day
paid less than the prevailingpaid less than the pre
ontracting Partyontrac or or ssubco
If a worker emIf a worker em
d the gened the gene
g Partg Part
PaPa
-24-
shall include a copy of the requirements in Labor Code Sections 1771,
1775, 1776, 1777.5, 1813, and 1815.
B. The Contracting Party shall monitor the payment of the specified
general prevailing rate of per diem wages by the subcontractor to the
employees by periodic review of the certified payroll records of the
Subcontractor.
C. Upon becoming aware of the subcontractor’s failure to pay the
specified prevailing rate of wages to the Subcontractor’s workers, the
Contracting Party shall diligently take corrective action to halt or
rectify the failure, including but not limited to, retaining sufficient
funds due the subcontractor for work performed on the public works
project.
D. Prior to making final payment to the subcontractor for work
performed on the public works project, the Contracting Party shall
obtain an affidavit signed under penalty of perjury from the
subcontractor that the subcontractor had paid the specified general
prevailing rate of per diem wages to the subcontractor’s employees
on the public works project and any amounts due pursuant to Labor
Code Section 1813.
Pursuant to Labor Code Section 1775, City shall notify the Contracting
Party on a public works project within fifteen (15) calendar days of receipt of
a complaint that a subcontractor has failed to pay workers the general
prevailing rate of per diem wages.
If City determines that employees of a subcontractor were not paid the
general prevailing rate of per diem wages and if City did not retain sufficient
money under this Agreement to pay those employees the balance of wages
owed under the general prevailing rate of per diem wages, the Contracting
Party shall withhold an amount of moneys due the subcontractor sufficient to
pay those employees the general prevailing rate of per diem wages if
requested by City.
11.5 Hours of Labor. Eight (8) hours labor constitutes a legal day's
work. The Contracting Party shall forfeit, as a penalty to the City, twenty-five
dollars ($25) for each worker employed in the execution of this Agreement by
the Contracting Party or any of its subcontractors for each calendar day during
which such worker is required or permitted to work more than eight (8) hours
in any one calendar day and forty (40) hours in any one calendar week in
violation of the provisions of the Labor Code, and in particular Sections 1810
to 1815, inclusive, except that work performed by employees in excess of
eight (8) hours per day, and forty (40) hours during any one week, shall be
recorreco
’s failure to pay t’s failure
ontractorontractor’s workers, the’s w
orrective action to halt or orrective action to
mited to, retaining sufficient mited to, retaining suf
k performed on the public works k performed on the public wo
ent to the to the ssubcontractorubc for
orks project, the Contracting Pact, the
ned under penalty of perjury ned under penalty
ssubcontractorubcontr had paid the spepaid t
r diem wages to the em wages to subcontracbcontr
ks project and any amounts due ect and any amounts due
13.
bor Code Sectionbor Code Section 1775, 1775 City sh
works project within fifteen (15)works project within fifte
at a at a subcontractorontra has failed s fa
te of per diem wages. of per diem wa
City determines that employees mines that employees
al prevailing rate of per diem waprevailing rate of p
ney unney under der thisthis Agreementeemen to pa
wed under the general prevailinwed under the general prevai
PartyParty shall withhold an amountold an amount
pay those employees the pay those employees
equested by equest City.
11.511.5 Hours of rs of Dhe Che Contractontract
25) for 25) for
inging
-25-
permitted upon compensation for all hours worked in excess of eight (8) hours
per day and forty (40) hours in any week, at not less than one and one-half
(1.5) times the basic rate of pay, as provided in Section 1815.
11.6 Employment of Apprentices. Where either the prime contract or
the subcontract exceeds thirty thousand dollars ($30,000), the Contracting
Party and any subcontractors under him or her shall comply with all applicable
requirements of Labor Code Sections 1777.5, 1777.6 and 1777.7 in the
employment of apprentices.
The Contracting Party and its subcontractors are required to comply with
all Labor Code requirements regarding the employment of apprentices,
including mandatory ratios of journey level to apprentice workers. Prior to
commencement of work, Contracting Party and its subcontractors are advised
to contact the DIR Division of Apprenticeship Standards website at
https://www.dir.ca.gov/das/ for additional information regarding the
employment of apprentices and for the specific journey-to- apprentice ratios
for the work under this Agreement. The Contracting Party is responsible for
all subcontractors’ compliance with these requirements. Penalties are specified
in Labor Code Section 1777.7.
12. MISCELLANEOUS PROVISIONS.
12.1 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: Insert Contract Officer
78495 Calle Tampico
La Quinta, California 92253
To Contracting Party:
VENDORS COMPANY NAME
VENDORS CONTACT
VENDORS STREET ADDRESS
VENDORS CITY, STATE, ZIP
12.2 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. DRAFThe he CoC
with all apwith a
and 1777.7 inand 1
are required to comply with are required to com
employment of apprentices,employment of appren
to apprentice workers. Prior toto apprentice workers. Prio
andand itsits subcontractoontrs are adviseadvis
renticeship Standards websiteenticeship Standards website
ditional information regardinal informat
the specific journeyc journe -to- apprent
ntnt. The . Contracting Partyting Pa is resp
with these requirements. Penaltieth these requirements. Pe
.
ROVISIONSNS. . RAAny notice, demand, requestAny notice, demand,
ther party desires or is requiredther party desires or is
on shall be in writing and eitheron shall be in writing and e
class mail to the address set class mail to the address set
address by notiess by notifying the other fying the other
Notice shall be deemed commhall be deemed comm
me of mailing if mailed as providme of mailing if maile
To City:To City
CITY OF LA QUINTACITY OF LA QUINTA DAttention: Atten Con
8495 Calle Tampico8495 Calle Tampico
Quinta, California Quinta, California
-26-
12.3 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.
12.4 Cost Principals. The Contracting Party agrees that Title 48 CFR
Part 31, Contract Cost Principles and Procedures, shall be used to determine
the allowability of individual terms of cost. The Contracting Party also agrees
to comply with Federal procedures in accordance with Title 2 CFR Part 200,
Uniform Administrative Requirements, Cost Principles, and Audit
Requirements for Federal Awards. Any costs for which payment has been
made to the Contracting Party that are determined by subsequent audit to be
unallowable under Title 48 CFR Part 31 or 2 CFR Part 200 are subject to
repayment by the Contracting Party to City. When Contracting Party or
Subcontractor is a Non-Profit Organization or an Institution of Higher
Education, the Cost Principles for Title 2 CFR Part 200, Uniform Administrative
Requirements, Cost Principles, and Audit Requirements for Federal Awards
shall apply.
12.5 Subcontracting. Nothing contained in this Agreement or otherwise
shall create any contractual relation between the City and any subcontractors,
and no subcontracts shall relieve the Contracting Party of its responsibilities
and obligations hereunder. The Contracting Party agrees to be as fully
responsible to the City for the acts and omissions of its subcontractors and of
persons either directly or indirectly employed by any of them as it is for the
acts and omissions of persons directly employed by the Contracting Party. The
Contracting Party's obligation to pay its subcontractors is an independent
obligation from the City’s obligation to make payments to the Contracting
Party. The Contracting Party shall perform the work contemplated with
resources available within its own organization and no portion of the work
shall be subcontracted without written authorization by the City Contract
Officer, except that which is expressly identified in the Schedule of
Compensation. Any subcontract entered into as a result of this Agreement
shall contain all the provisions stipulated in this entire Agreement to be
applicable to subcontractors unless otherwise noted. Contracting Party shall
pay its subcontractors within Fifteen (15) calendar days from receipt of each
payment made to the Contracting Party by the City. Any substitution of
subcontractors must be approved in writing by the City Contract Officer in
advance of assigning work to a substitute Subcontractor.
12.6 Equipment Purchase. Prior authorization in writing by City
Contract Officer shall be required before Contracting Party enters into any
unbudgeted purchase order, or subcontract exceeding five thousand dollars
($5,000) for supplies, equipment, or services. Contracting Party shall provide
an evaluation of the necessity or desirability of incurring such costs. For DRAFTd to dd to
PartyParty also
tle tle 2 CFR Part 2
nciples, and Aunciples,
which payment has beenwhich payment
d by subsequent audit to bed by subsequent au
CFR Part 200 are subject to CFR Part 200 are subje
yy.. WhWen Contracting Party Party or
ion or an Institution of Highion or an Institution of High
CFR Part 200, Uniform AdministrR Part 200, Unif
udit Requirements for Federal Aequirement
thing contained in this hing contained in this AgreemenAgre
elation between the on between the City and anyand an
relieve the the Contracting Partytracting Pa ofof
der. The Contracting PartyContracting Party aga
y for the acts and omissions of itnd omissions of it
ctly or indirectly employed by actly or indirectly employ
ns of persons directly empns of persons directly employed b
artyarty's obligation to pay its 's obligation to pay its ssub
rom the m the City’s obligation to maobligation to ma
he Contracting Partyntracting Party shall pershall per
es available within its own org within its own org
be subcontracted without writbe subcontracted wit
iceicerr, except that which is e, except that which
CompensationComp. Any Any subcontracontra
shall contain all the provisioshall contain all the provisio
applicable to applic subcontractorontr
y its y its ssubcontractortors ws
ment made to thement made to th
tractortractos muss mus
of assignof assign
-27-
purchase of any item, service, or consulting work not covered in Schedule of
Compensation and exceeding five thousand dollars ($5,000), with prior
authorization by City Contract Officer, three competitive quotations must be
submitted with the request, or the absence of bidding must be adequately
justified. Any equipment purchased with funds provided under the terms of
this Agreement is subject to the following:
Contracting Party shall maintain an inventory of all nonexpendable
property. Nonexpendable property is defined as having a useful life of
at least two years and an acquisition cost of five thousand dollars
($5,000) or more. If the purchased equipment needs replacement and
is sold or traded in, City shall receive a proper refund or credit at the
conclusion of the Agreement, or if this Agreement is terminated as
provided for in Article 8, Contracting Party may either keep the
equipment and credit City in an amount equal to its fair market value,
or sell such equipment at the best price obtainable at a public or private
sale, in accordance with established City procedures; and credit City in
an amount equal to the sales price. If Contracting Party elects to keep
the equipment, fair market value shall be determined at Contracting
Party’s expense, on the basis of a competent independent appraisal of
such equipment. Appraisals shall be obtained from an appraiser
mutually agreeable to by City and Contracting Party, if it is determined
to sell the equipment, the terms and conditions of such sale must be
approved in advance by City.
Title 2 CFR Part 200 requires a credit to State or Federal funds when
participating equipment with a fair market value greater than five
thousand dollars ($5,000) is credited to the project.
12.7 Rebates, Kickbacks or Other Unlawful Consideration. The
Contracting Party warrants that this Agreement was not obtained or secured
through rebates, kickbacks or other unlawful consideration either promised or
paid to any City employee. For breach or violation of this warranty, City shall
have the right, in its discretion, to terminate this Agreement without liability,
to pay only for the value of the work actually performed, or to deduct from
this Agreement price or otherwise recover the full amount of such rebate,
kickback or other unlawful consideration.
12.8 Prohibition of Expending City, State, or Federal Funds for
Lobbying. The Contracting Party certifies, to the best of his or her knowledge
and belief, that no State, Federal, or City appropriated funds have been paid
or will be paid, by or on behalf of the Contracting Party, to any person for
influencing or attempting to influence an officer or employee of any local,
State, or Federal agency, a Member of the State Legislature or United States
Congress, an officer or employee of the Legislature or Congress, or any DDRAFTtt
all nonexpendall n
having a useful life having a
of five thousand dollarsof five thousa
ent needs replacement and ent needs replacem
proper refund or credit at the proper refund or credit a
ss AgreementAgr is terminatedinated as
ting Partyting P may either keep tmay either keep t
mount equal to itount equal to its fair market vs
st price obtainable at a public or e obtainable
blished City procedures; and creproced
es price. If es pr Contracting Party racting ele
ket value shall be determined et value shall be determi
e basis of a competent indepensis of a competent indepen
Appraisals shall be obtained fs shall be obtained f
e to by Cityy and Candontracting Parontracting Pa
pment, the terms and conditionment, the terms and condition
advance by advance by City.
FR Part 200 requires a credit toFR Part 200 requires a credi
pating equipment with a fair ting equipment with a fair
usand dollars (ollars $5,000) is credite$5,000) is credite
12.712.7 Rebates, Kickbacks or Rebates, Kickb
DRntracting Partyntracting Party warrants that thwarrants th
through rebates, kickbacks or oththrough rebates, kickbacks or o
paid to anpaidy City employee. Fomployee. Fo
have the right, in its discrethave the right, in its d
o pay only for the valueo pay only for the va
AgreementAgree price oprice
ck or other unck or other un
ProhProhD
-28-
employee of a Member of the Legislature or Congress in connection with the
awarding or making of this Agreement, or with the extension, continuation,
renewal, amendment, or modification of this Agreement. If any funds other
than Federal appropriated funds have been paid or will be paid to any person
for influencing or attempting to influence an officer or employee of any
agency, a Member of Congress, an officer or employee of Congress, or an
employee of a member of Congress in connection with this Agreement, the
Contracting Party shall complete and submit Standard Form-LLL, “Disclosure
Form to Report Lobbying,” in accordance with its instructions. This
certification is a material representation of fact upon which reliance was placed
when this transaction was made or entered into. Submission of this
certification is a prerequisite for making or entering into this transaction
imposed by Federal law (31 U.S.C. § 1352). Any person who fails to file the
required certification shall be subject to a civil penalty of not less than ten
thousand dollars ($10,000) and not more than one hundred thousand dollars
($100,000) for each such failure. The Contracting Party also agrees by signing
this document that he or she shall require that the language of this
certification be included in all lower tier subcontracts, which exceed one
hundred thousand dollars ($100,000), and that all such subrecipients shall
certify and disclose accordingly.
12.9 Debarment and Suspension Certification. The Contracting Party’s
signature affixed herein shall constitute a certification under penalty of perjury
under the laws of the State of California, that the Contracting Party or any
person associated therewith in the capacity of owner, partner, director, officer
or manager is not currently under suspension, debarment, voluntary
exclusion, or determination of ineligibility by any federal agency; has not been
suspended, debarred, voluntarily excluded, or determined ineligible by any
federal agency within the past three (3) years; does not have a proposed
debarment pending; and has not been indicted, convicted, or had a civil
judgment rendered against it by a court of competent jurisdiction in any
matter involving fraud or official misconduct within the past three (3) years.
Any exceptions to this certification must be disclosed to City. Exceptions will
not necessarily result in denial of recommendation for award but will be
considered in determining responsibility. Disclosures must indicate the party
to whom the exceptions apply, the initiating agency, and the dates of agency
action. Exceptions to the Federal Government Excluded Parties List System
maintained by the U.S. General Services Administration are to be determined
by FHWA.
12.10Funding Requirements. It is mutually understood between the
parties that this Agreement may have been written before ascertaining the
availability of funds or appropriation of funds, for the mutual benefit of both
parties, in order to avoid program and fiscal delays that would occur if the DRAFToo
CongreCongr
ss AgreemeAgr
ormorm--LLL, “DiscloL
s instructions.s instruct Th
which reliance was placed which reliance w
into. Submission of this into. Submission
entering into this transaction entering into this transa
Any person who fails to file theAny person who fails to file t
a civil penalty of not less than ta civil penalty of not less than t
re than one hundred thousand dthan one hundr
Contracting Pting Partyarty also agrees by
shall require that the languag that
ower tier ower subcontractsntracts, which
00,000), and that all such subr0,000), and that all such
gly.
and Suspension Certification.sion Certification. ThT
RAein shall constitute a certification n shall constitute a certification
the State of California, that thethe State of California,
d therewith in the capacity of owd therewith in the capacity
iis not currently under suspes not currently under sus
r determination of ineligibility byetermination of ineligibility by
d, debarred, voluntarily excluderred, voluntarily exclude
agency within the past three hin the
arment pending; andrment pending; and h has not b
dgment rendered against it bydgment rendered against it
matter involving fraud or officiamatter involving fraud or officia
Any exceptions to this certificAny exceptions to this
not necessarily result in dnot necessarily result
nsidered in determininnsidered in determi
hom the exceptionhom the exceptio
Exceptions tExceptions
d by thed by the
-29-
Agreement were executed after that determination was made. This
Agreement is valid and enforceable only if sufficient funds are made available
to City for the purpose of this Agreement. In addition, this Agreement is
subject to any additional restrictions, limitations, conditions, or any statute,
regulation, or law enacted by Congress, State Legislature, or La Quinta City
Council, that may affect the provisions, terms, or funding of this Agreement
in any manner. It is mutually agreed that if sufficient funds are not
appropriated, this Agreement may be amended to reflect any reduction in
funds. City has the option to terminate the Agreement pursuant to Article 8
or by mutual agreement to amend the Agreement to reflect any reduction of
funds.
12.11Contingent Fee. Contracting Party warrants by execution of this
Agreement that no person or selling agency has been employed, or retained,
to solicit or secure this Agreement upon an agreement or understanding, for
a commission, percentage, brokerage, or contingent fee, excepting bona fide
employees, or bona fide established commercial or selling agencies
maintained by Contracting Party for the purpose of securing business. For
breach or violation of this warranty, City has the right to annul this Agreement
without liability; pay only for the value of the work actually performed, or in
its discretion to deduct from the Agreement price or consideration, or
otherwise recover the full amount of such commission, percentage, brokerage,
or contingent fee.
12.12Inspection of Work. Contracting Party and any subcontractor shall
permit City, the State, and the FHWA if federal participating funds are used in
this Agreement; to review and inspect the project activities and files at all
reasonable times during the performance period of this Agreement.
12.13Safety. Contracting Party shall comply with Federal and State
Occupational Safety and Health Administration (OSHA) regulations applicable
to Contracting Party regarding necessary safety equipment or procedures.
Contracting Party shall comply with safety instructions issued by City Contract
Officer and other City representatives. Contracting Party personnel shall wear
hard hats and safety vests at all times while working on the construction
project site. Pursuant to the authority contained in California Vehicle Code
Section 591, City has determined that such areas are within the limits of the
project and are open to public traffic. Contracting Party shall comply with all
of the requirements set forth in Divisions 11, 12, 13, 14, and 15 of the Vehicle
Code. Contracting Party shall take all reasonably necessary precautions for
safe operation of its vehicles and the protection of the traveling public from
injury and damage from such vehicles. Contracting Party must have a Division
of Occupational Safety and Health (CAL-OSHA) permit(s), as outlined in Labor
Code Sections 6500 and 6705, prior to the initiation of any practices, work, DRAFTa a
this this AgA
nt funds ant fun
ect any reductioect an
ntnt pursuant to pursuan Article
o reflect any reduction of o reflect any re
tyty warrants by execution of thiswarrants by execution of t
y has been employed, or retainey has been employed, or retaine
an agreemn agre ent or understandingent or
or contingent fee, excepting bontingent fee
ished commercial or selling mercia
for the purpose of securing bufor the purpose of se
anty, nty, CityCity has the right to annul thas the right to an
r the value of the work actually value of the work actually
from the he AgreementAgreement price orprice or
l amount of f such commission, pesuch commission, p
ection of Work.ection of Work Contracting PartyactinRAe State, and the FHWA if federale State, and the FHWA if fede
entt; to review and inspect the ; to review and inspect the
e times during the performance during the performance
12.1312.13 Safety.Safet Contracting PartContra
DRcupational Safety and Health Adcupational Safety and Healt
oo Contracting PartyContracting Party regarding arding
Contracting PartyCon shall complyshall comply
Officer Office and other Cityity repres
ard hats and safety veard hats and safety
ect site.ect sit Pursuantrsuan
nn 591, 591,Cityity haha
nd are opnd are op
remereme
-30-
method, operation, or process related to the construction or excavation of
trenches which are five (5) feet or deeper.
12.14Claims Filed by City’s Construction Contractor. If claims are filed
against the City or by the City Contract Officer relating to work performed by
Contracting Party’s personnel, and additional information or assistance from
Contracting Party’s personnel is required in order to evaluate or defend against
such claims, Contracting Party agrees to make its personnel available for
consultation with City staff and City Attorney’s Office, and for testimony, if
necessary, at depositions and at trial or arbitration proceedings. Contracting
Party’s personnel that City considers essential to assist in defending against
construction contractor claims will be made available on reasonable notice
from City. Consultation or testimony will be reimbursed at the same rates,
including travel costs that are being paid for Contracting Party’s personnel
services under this Agreement. Services of Contracting Party’s personnel in
connection with any claims will be performed pursuant to a written contract
amendment, if necessary, extending the termination date of this Agreement
in order to resolve the construction claims.
12.15National Labor Relations Board Certification. In accordance with
California Public Contract Code Section 10296, Contracting Party hereby
states under penalty of perjury that no more than one final un-appealable
finding of contempt of court by a federal court has been issued against
Contracting Party, within the immediately preceding two-year period, because
of Contracting Party’s failure to comply with an order of a federal court that
orders Contracting Party to comply with an order of the National Labor
Relations Board.
12.16Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed to be an original, and such counterparts shall
constitute one and the same instrument
12.17Integrated 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.
12.18Amendment. 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.
Contracting Party shall only commence work covered by an amendment after DRAFTpp
assistaassist
or defend or def
sonnel availablesonne
and for testimony,and for
roceedings.roceedings. ContractingC
assist in defending against assist in defending
vailable on reasonable notice vailable on reasonable
reimbursed at the same rates,reimbursed at the same rat
for Contracting Partyfor Contracting ’s personnrsonn
s of of Contracting PartyContracting P ’s personn
rformed pursuant to a written cd pursuant
g the termination date of this nation A
n claims.n cl
elations Board Certification.ons Board Certification. In InAFCode SectionSec 10296, 10296, ContracContrac
perjury that no more than oneat no more than on
of court by a federal court hafederal court ha
within the immediately precedingwithin the immediately p
arty’sarty’s failure to comply with an failure to comply wi
cting Partycting to comply with anto comply with
ard.d.
2.16 Counterpartsrparts. This Agreem. This Agreem
DRof which shall be deemed to be of which shall be deem
stitute one and the same instrustitute one and the same
12.17 Integrated Agreemrated AgreemDhereto is the entire, complethereto is the entire, co
f the parties. It is undef the parties. It is u
parties hereto affecparties hereto aff
ancels any andancels any and
erstandingerstanding
his Aghis Ag
-31-
the amendment is executed and notification to proceed has been provided by
City Contract Officer.
12.19Severability. 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.
12.20Unfair 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.
12.21No 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.
12.22Authority. 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] DRAFTh invh in
articles, particle
reement whichreeme
to carry out the inteto carry o
n is so material that itsn is so mater
of their bargain or rendersof their bargain or
. In entering into this Agreemen. In entering into this AgreemeFasssign to City all rights, title, sign to City all rights, title,
n it may have under Sectionay have un 4
under the Cartwright Act (Che Cartw
) of Part) of 2 of Division 7 of the Bvision
m purchases of goods, services purchases of goods, ser
This assignment shall be mais assignment shall be m
renders final payment to Contracfinal payment to Contrac
t of the partties.ies.
d-Party Beneficiaries.Party Beneficiaries. With the W
RArth in this Agreement, there arth in this Agreement,
nder this Agreement and no suchnder this Agreement and no s
r obligations hereundobligations hereu er.
.22 Authorityrity. The persons exe. The persons exe
DRof the parties hereto represent f the parties hereto
anized and existing, (ii)anized and existing, (ii)they art
his Agreement on behalf of saidhis Agreement on behalf of sa
such party is formally bound tosuch party is formally bound to
entering into this Agreemeentering into this Ag
greement to which said greement to which s
n the heirs, executn the heirs, exec
ss
-32-
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the dates stated below.
CITY OF LA QUINTA,
a California Municipal Corporation
FRANK J. SPEVACEK, City Manager
City of La Quinta, California
Dated:
CONTRACTING PARTY:
By:
Name:
Title:
ATTEST:
MONIKA RADEVA, City Clerk
La Quinta, California
By:
Name:
Title:
APPROVED AS TO FORM:
WILLIAM H. IHRKE, City Attorney
City of La Quinta, California
(DIRECTOR TO DETERMINE IF THE FOLLOWING IS TO BE FOLLOWED OR
DELETED:)
NOTE: (1) TWO SIGNATURES ARE REQUIRED IF A CORPORATION’S
BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR
REGULATIONS APPLICABLE STATE THAT TWO SIGNATURES ARE REQUIRED
ON CONTRACTS, AGREEMENTS, AMENDMENTS, CHANGE ORDERS, ETC.
(2) CONTRACTING PARTY’S SIGNATURES SHALL BE DULY
NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY
BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER DRAFT::
T T T AClerk
By: AFName: AFTitle:Ti AFAS TO FORM:AS TO
DRWILLIAM H. IHRKE, City AttorneWILLIAM H. IHRKE, City Atto
City of La Quinta, CaliforniaCity of La Quinta, CaliforniaD(DIRECTOR TO DETEDELETEDD(TWODARTICDNS
-33-
RULES OR REGULATIONS APPLICABLE TO CONTRACTING PARTY’S BUSINESS
ENTITY. DRAFT
Exhibit A
Page 1 of 5 Last revised summer 2017
Exhibit A
Scope of Services
1. Services to be Provided:
[TO BE PROVIDED BY STAFF (include location of work)]
2. Performance Standards:
[TO BE PROVIDED BY STAFF]
OR
[See Attached]
DRAFTworwor
Exhibit A
Page 2 of 5
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
ollowinollowi
Party is a contrParty i
as described in tas desc
cable Federal, State, andcable Federal,
rements of California Labor rements of Californ
as well as California Code of as well as California C
., (collectively, the “Prevailing ., (collectively, the “Prevai
e Sectione Sect 3.12.040, which requi12.040, which requ
s and the performance of oand the performance of o
Maintenance” projects. If the Senance” proj
pplicable “Public works” or “MainPublic w
ng Wage Laws, and if constructiong Wage Laws, and if c
($25,000.00) and/or alterations$25,000.00) and/or alter
over fifteen thousand dollars er fifteen thousand dollars
on or after Janafter Januaryuary 1, 2015 b1, 2015 b
es to fully comply with such Pcomply with such P
mited to, requirements related irements related
d the employment of apprentice the employment of ap
onon 1725.5, no contractor or sub1725.5, no contractor
public work on a “Public works”public work on a “Public wor
a DeparDepartment of Industrial Relatitment of Industrial Relat
d. If the Services are being pthe Services are being p
works” or “Maintenance” projecMaintenance” projec
, this project is subject to compli, this project is subject
R. Contracting Party will mainR. Contracting Party will m
maintain valid and current DIR Pmaintain valid and current DIR P
term of this Agreement. Cterm of this Agreement. C
immediately, and in no caseimmediately, and in no
ny information that Cony information that
stration status hastration status h
ed. It is undeed. It is unde
ee the corthe cor
atesates
Exhibit A
Page 3 of 5
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, 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 of this 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
oo
seqseq., .,
ovided undovided
el selected by Cel sele
employees, and agenemployees
ng out of anng out of any failure or y
e Laws. It is agreed by thee Laws. It is agreed
e of the Services, including, e of the Services, inclu
s” (as defined by the Prevailings” (as defined by the Prevail
ll risks of payment or nonll risks of payme -paymeyme
w and/or the implementation of Lnd/or the imple
be amended from time to time,ended from
Party acknowledges and agrees thledges
reviewing the applicable laws andreviewing the applicable
with such laws. Contracting Parth such laws. Contracting
rs.
Payments shall be madeshall be made in in
of this Agreement. In accordament. In accorda
racting Party a sum based upon racting Party a sum bas
Sum apportionment of the laboSum apportionment of the
ces under this Agreement durinces under this Agreement du
he remaining five percent (5%remaining five percent (5%
nce security to be paid to Conturity to be paid to Cont
inal acceptance of the Servicence of
racting Party has furnished Citracting Party has furni
ayments under this Agreement, ayments under this Agreeme
any claims specifically excluded any claims specifically excluded
release, City may retain procrelease, City may reta
one hundred fifty percent (one hundred fifty perc
duct or withhold shallduct or withhold sh
ement.ement
UtilUtilityityDof exof ex
Exhibit A
Page 4 of 5
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.
(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, DRAFTall appall ap
before the follobefore
ny: (1)ny: (1)material t
s hazardous waste, ass hazardous
Code, that is required to be Code, that is requir
posal site in accordance with posal site in accordanc
atent physical conditions at the atent physical conditions at
nformation about the site mnformation about the site mada
for submitting bids; or (3)or submitting bid unkn
nusual nature, different materiallnature, diff
nerally recognized as inherent inognized
Agreement.Agre
romptly investigate the conditionmptly investigate the conditio
erially so differ, or do involve hazo differ, or do involve haz
crease in Contracting Party’s cContracting Party’s
nce of any part of the work shaart of the work sha
he Agreement.he Agree
in the event that a disputin the event that a d
Party whether the conditionsParty whether the condition
waste, or cause a decrease or ie, or cause a decrease or i
me required for, performance oed for, performance o
shall not be excused from any sshall not be excused
this Agreement, but shall proceethis Agreement, but shall p
Agreement. Contracting Party sAgreement. Contracting Party
by contract or by law which peby contract or by law which pe
between the contracting Parbetween the contracti
5.5.Safetyy. Con. CDavoid injury or avoid injury or
s, Contracts, Contract
local,local,
ee
Exhibit A
Page 5 of 5
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 ($1,000.00) as liquidated damages for each working day of
delay in the performance of any of the Services required hereunder, as
specified in the Schedule of Performance. In addition, liquidated damages
may be assessed for failure to comply with the emergency call out
requirements, if any, described in the Scope of Services. City may withhold
from any moneys payable on account of the Services performed by
Contracting Party any accrued liquidated damages. DRAFTof actual daof actu
extremely difficuextrem
h of this Agreemenh of this
to City the sum of to City the su One
ges for each working day of ges for each workin
vices required hereunder, as vices required hereunde
n addition, liquidated damagesn addition, liquidated dama
y with the emergency call oy with the emergency call o
cope of Services. City may withpe of Services.
ount of the Services performof the Ser
dated damages.ges.
Exhibit B
Page 1 of 1
Exhibit B
Schedule of Compensation
With the exception of compensation for Additional Services, provided for
in Section 2.4 of this Agreement, the maximum total compensation to be paid
to Contracting Party under this Agreement is not to exceed
______________________ ($ __________) (“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 2.3 of this
Agreement. DRAFTervices, providedervice
ompensation to be paompensatio
t is t is not to exceed ot to
ntract Sum”ntract ). The Contract The C
allment payments made on a allment payments made
n Contracting Party’s schedule on Contracting Party’s schedule
ork tasks performed and propeork tasks performed and prope
nformance with Sectionrmance with S 2.3 of
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.
in the Sin the
with the Pwith
his reference.his refer
Exhibit D
Page 1 of 1
Exhibit D
Special Requirements
NONE
DRAFT
Exhibit E
Page 1 of 7
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)
Personal Auto Declaration Page if applicable
Errors and Omissions Liability
$1,000,000 (per claim and aggregate)
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 DRAFTept inept i
cated belcated
VI:VI:
s ISO CG 0001)s ISO CG 00
entsents: :
nn--contributorycontributory
st as broad as ISO CA 0001ad as ISO )
age if applicableage if ap
iabilityy
m and aggregate)greg
nsationnsatio
y requirements)y requirem
ude the following endorsemeude the following endors
orkers Compensation orkers Compens with WaiveWa
Workers Compensation Declaratrkers Compensation Declarat
yber Liability
$1,000,000 (per occurrence)$1,000,000 (per occurre
$2,000,000 (general aggrega$2,000,000 (general aggre
Contracting Partyng
ncurrently with its encurrently with its
lity insurance agality insurance ag
erty resultingerty resultin
d to Cond to Con
olicolic
Exhibit E
Page 2 of 7
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 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. DRAFTby Coby C
ed by Conted by
cts any of them cts any
to Contracting Partyto Contra
ng Party or Contractingng Party or C
any way on this project, any way on this
onal auto liability coverage for onal auto liability covera
ncludes, but is not limited to, ancludes, but is not limited to
esigned for travel on public roadesigned for travel on public road
ntain a severability of interest clain a severabilit
ary for losses arising out of Contlosses arisi
d neither City nor its insurersCity no
s. s.
ty or Errors and Omissionsor Errors and Omission
n on a policy form coverage specpolicy form coverage spec
ors or omissions of the Contractinsions of the Contracti
” as designated in thed in the policy mm
der this agreement. The policy der this agreement. Th
claim and in the aggregate. Theclaim and in the aggregat
and must include a provision es and must include a provision
e policy retroactive date shall be olicy retroactive date shall be
ment.
Contracting Party shall carrContracting Party
cordance with State Worker’s Cocordance with State Worke
mits nomits n less than $1,000,000 phan $1,000,000
Contracting Partyng
surance with limits of $surance with limits
following coveragefollowing coverag
a.a.LiabilLiabil
concon
Exhibit E
Page 3 of 7
c. Liability arising from the failure of technology products
(software) required under the contract for Contractor 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.
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 of 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 DRAFTjury, pjury,
ringement oringem
gement or violatgemen
nder professional servicender professional se s.
e basis, Contracting Party shale basis, Contracting Party sh
period of three (3) years followiperiod of three (3) years followi
rovide written notice to City wten no
he required insurance policies is he required insurance p
uired polices are reduced; or (3)red polices are reduced; o
increased. In the event any ofeased. In the event any o
ontracting Party shall, prior to thng Party shall, prior to th
f insurance in conformance wit in conformance wi
e procuring of such insurance orprocuring of such insurance or
encing the same shall not be coencing the same shall n
ty’s obligation to indemnify City’s obligation to indemn
ubcontractors, or agents.ubcontractors, o
Remedieses. In addition to any . In addition to any DRcting Party fails to provide oails to pr r ma
rsements to the extent and withrsements to the extent
sole option:sole option:
a.Obtain such insuain such insu
premiums for such insurancpremiums for such ins
b.Order Coder C
r withhold anyr withhold any
er until er until
nts hents he
Exhibit E
Page 4 of 7
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.
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. DRAFTsurance Cosuranc
To the following o the
insurer endorse the thirdinsurer endorse
ein to include as additional ein to include as add
agents, using standard ISO agents, using standard
prior to 1992. Contracting Parprior to 1992. Contracting Pa
d subcontractors to do likewise.subcontractors t
overage provided to comply wprovided
ng Party, or Contracting Party’s eng Party, or Contract
ht of subrogation priht of subrogation prior to a lossor to
ogation rights against City regation rights against City r
nce proceeds, and to require aoceeds, and to require a
wise.
ance coverage and limits providance coverage and limi
pplicable to this Agreement are pplicable to this Agreem
policies. Nothing contained in policies. Nothing contained
elating to City or its operationating to City or its operation
coverage.age.
4.None of the coverages reqNone of the co
se requirements if they include ase requirements if they in
as not been first submitted to Cias not been first submitted to
5.No liability policybility
would serve to eliminate swould serve to elimina
y exclusion for bodily exclusion for bo
actor or subcontactor or subcont
All coAll co
anan
Exhibit E
Page 5 of 7
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 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, DRAFTrere
ent coent c
nsurance it nsuran
er agreement aner agre
all be charged to anall be cha
m sums due Contracting m sums due C
ies of this agreement that allies of this agreement that
ded by Contracting Party or aded by Contracting Party or a
and on a primary, nonnd on a primary -contribu
e or selflf--insurance available to Cinsurance
ees to ensure that subcontractoees to ensure that su
roject that is brought onto or inroject that is brought onto
provide the same minimum insovide the same minimum in
ty. Contracting Party agrees to mntracting Party agrees to m
assumes all responsibility for all responsibility fo
in conformity with the requirey with the require
agrees that upon requestagrees that upon
nd others engaged in the projectnd others engaged in the
Contracting Party agrees not racting Party agrees not
retentions or or deductibles on adeductibles on a
n (with the exception of profess (with the exception
ther agrees that it will not allowther agrees that it will not
Engineer or other entity or persoEngineer or other entity or pers
work on the project contemwork on the project contem
obligations to City. If Coobligations to City.
eductible or selfeducti-insuredinsu
t be declared to tht be declared to t
ontracting Parontracting Par
e or selfe or self
Exhibit E
Page 6 of 7
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.
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. DRAFTpp
of orof o
es that any actual es that a
ntracting Party of nonntracting Part
way imposes any additional way imposes any a
hereunder in this or any other hereunder in this or any
the required coverage annuallythe required coverage annually
s face an e an exposure from operatiexposur
nt. This obligation applies obligatio whe
ated for any reason. Terminatated for any reason
ty executes a written statement ty executes a written state
rty shall provide proof that polall provide proof that pol
during the term of this Agreementterm of this Agreeme
policies providing at least the viding at least the
has been orderehas bee d shall be submd shall
r or letter from Contracting Partr or letter from Contract
table. A certificate of insurantable. A certificate of insu
iss required in these specificatiorequired in these specificati
age must be provided to City wimust be provided to City wi
ages.
16.16.The provisions of any woThe provisions of
mit the obligations of Contractinmit the obligations of Contract
PParty expressly agrees not to usarty expressly agrees not to us
laws with respect to City, its laws with respect to C
17.17.Requirementreme
section are not section are not
ments nor asments nor a
pecific pecific
onon
Exhibit E
Page 7 of 7
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. DRAFTct resct re
ditional insditiona
ns are to be dens are
mburse any third parmburse an
here shall be no recoursehere shall be n
ounts with respect thereto.ounts with respect
de immediate notice to City de immediate notice to City of
arising out of the work performearising out of the work perform
obligation or liability by such nobligation or liability by such no
monitor the handling of any suchor the handl
City.
Exhibit F
Page 1 of 3
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 DRAFTWhen When
Party’s ServicParty’
all indemnify, proteall indem
mless City and any andmless City a
mnified Parties”) from and mnified Parties”) f
of every kind, nature, and of every kind, nature
ut limitation, injury to or death ut limitation, injury to or d
of any subcontractor), costs anof any subcontractor), costs a
alleged or threatened, includalleged or threatened, includ
onsequential damages, court quential dam
and fees of expert consultants oof exper
therewith and costs of investigattherewith and costs o
e or in part by any negligent or e or in part by any neglig
cting Party, its officers, agentsg Party, its officers, agen
tity or individual that Contractinindividual that Contractin
f) in the performance of professerformance of profes
h respect to the design of pubthe design of pub
shall not be liable for any injuhall not be liable for a
e reuse of the design at a locatie reuse of the design at a
hout the written consent hout the written consent of the of t
.Indemnification for Other Tndemnification for Other T
DRthe performance of professionormance of profession
tted by law, Contracting Party ted by law, Contrac
ected by City), ected by City), and hold harmlessand hold ha
ny liability (including liabilityny liability (including liabil
proceedings, administrative pproceedings, administrative p
expenses or costs of any expenses or costs o
ncluding, without limitatncluding, without lim
ts, attorneys’ fees, ts, attorneys’ fees
t witnesses) inct witnesses) inc
he same he same
e to, e to,
Exhibit F
Page 2 of 3
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.
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 DRAFTveve
rcentagrcenta
be for thatbe for
active negligencactive
ProfessionalsProfessionals. . FTtiontion F.1(d)F . Notwithstanding hstand
FTdemnification provision shall appdemnification provision shall app
“design professional” as the terdesign professional” as the ter
mnification. When the law esmnification. When AFor Contracting Party’s Services, or Contracting Party’s Ser
tracting Party shall indemnify ancting Party shall indemnify a
s officials, employees, and ageals, employees, and age
st any and all losses, liabilities o all losses, liabilities
ages, injury (includincluding, without ng, without
ee of Contracting Party or of any ee of Contracting Party o
ding, without limitation, inciding, without limitation
t costs, reimbursement of attornt costs, reimbursement of at
expert consultants or expert wxpert consultants or expert w
and costs of investigation, to thosts of investigation, to th
nt or wrongful act, error or omisful act, error or omis
ts, employees ors, employees or subcontractosu
ntracting Party shall bear the lentracting Party shall bear t
professional services under thisprofessional services under thi
public improvements, the Conpublic improvements, the Con
or property damage resultinor property damage re
han that specified in han that specified in ExhDy.y.
3.3.
(d), (d),
Exhibit F
Page 3 of 3
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. DRAFTtratra
ExhibitExhib
oses no addoses n
ny rights hereunny rig
h in this Agreement ah in this Ag
ntracting Party and shall ntracting Party