Loading...
RFP - FEMA Project Administration Services City of La Quinta RFP Project Management Services * Page 1 REQUEST FOR PROPOSAL FEMA Project Administration Services City of La Quinta BID ISSUED DATE April 24, 2020 Title: Finance Director Contact: Karla Romero Email: kromero@laquintaca.gov Phone Number: 760-777-7073 Office (calls are being forwarded and addressed remotely) PROPOSAL DUE Date: Friday, May 15, 2020, by 5:00PM Submittals shall be emailed to kromero@laquintaca.gov and finance@laquintaca.gov in a PDF format. Late submission of responses shall not be considered. Submittal of response shall only be accepted by email only. All other forms including (mail, fax, walk-in, etc.) are not acceptable. Once a proposal is received you will be sent an email confirmation, if you do not receive an email confirmation within 24 hours, please call the Finance Director directly to ensure your proposal was received. BID CONTENTS Section I - Purpose of Request for Proposal and General Terms and Conditions Section II - Introduction Section III - Schedule of Events Section IV - Proposer Qualifications and Proposed Workflow Section V - Evaluation and Award Criteria Section VI - Proposal Instructions and Scope of Work Exhibit 1 - Certification Regarding Lobbying Attachment 1 - Consultant Agreement Sample Attachment 2 – City of La Quinta Purchasing Policy Attachment 3 – FEMA ICS Form 214 Note: This bid does not constitute an order for the goods or services specified. City of La Quinta RFP Project Management Services * Page 2 SECTION I PURPOSE OF REQUEST FOR PROPOSAL AND GENERAL TERMS AND CONDITIONS 1.0 PURPOSE OF REQUEST FOR PROPOSAL The City of La Quinta (“the City”), Finance Department is currently seeking proposals from qualified institutions for Project Management associated with FEMA (Federal Emergency Management Agency) reporting. The primary objective of this proposal is to obtain the most efficient, high quality services at the most reasonable cost. 1.1 QUESTIONS REGARDING THE RFP Any questions, interpretations, or clarifications, either administrative or technical, about this RFP must be requested via email at least three working days prior to the submission deadline (May 15, 2020). All questions either technical, commercial, or contractual in nature shall be directed to: Karla Romero, Finance Director, kromero@laquintaca.gov. 1.2 ERRORS AND OMISSIONS If a Proposer discovers any ambiguity, conflict, discrepancy, omission, or other error in the RFP or any of its attachments, he/she shall immediately notify the City of such error in writing and request modification or clarification of the document. Modifications will be made by addenda. Clarifications will be given by written notice to all parties who have been furnished or who have requested an RFP for proposing purposes, without divulging the source of the request for same. If a Proposer fails to notify the City prior to the date fixed for submission of proposals of an error in the RFP known to him/her, or an error that reasonably should have been known to him/her, he/she shall bid at his/her own risk, and if he/she is awarded the contract, he/she shall not be entitled to additional compensation or time by reason of the error or its later correction. 1.3 ADDENDA The City may modify this RFP, any of its key action dates, or any of its attachments, prior to the bid submittal date. Addenda will be numbered consecutively as a suffix to the RFP Reference Number. It is the Proposer’s responsibility to ensure they have incorporated all addenda. Failure to acknowledge and incorporate addenda will not relieve the Proposer of the responsibility to meet all terms and conditions of the RFP and any subsequent addenda. 1.4 SUBMISSION OF PROPOSAL Proposals will be accepted on or before the date and time indicated in the Schedule of Events, Section III, in accordance with Section VI, Proposal Instructions and Format. 1.5 PROPOSER’S COST Costs for developing proposals are entirely the responsibility of the Proposer and shall not be chargeable to the City of La Quinta. City of La Quinta RFP Project Management Services * Page 3 1.6 EXCEPTIONS If a Bidder takes exception to any part of these specifications as written, or as amended by any addenda subsequently issued, or the Agreement, they must do so in writing. Said exceptions must be submitted with the proposal. Failure to do so will be construed as acceptance of all items of the specification and the Agreement. 1.7 DELIVERY OF PROPOSALS Proposals submitted by mail will not be accepted. All proposal must be submitted via email to finance@laquintaca.gov and kromero@laquintaca.gov. LATE PROPOSALS WILL NOT BE ACCEPTED. 1.8 PROPOSALS BECOME THE PROPERTY THE OF CITY OF LA QUINTA Proposals become the property of the City and information contained therein shall become public property subject to disclosure laws after Notice of Intent to Award. The City reserves the right to make use of any information or ideas contained in the proposal. 1.9 CONFIDENTIAL MATERIAL Proposer must notify City in advance of any proprietary or confidential material contained in the proposal and provide justification for not making such material public. City shall have sole discretion to disclose or not disclose such material subject to any protective order which Proposer may obtain. 1.10 REJECTION OF PROPOSALS City may reject any or all proposals and may waive any immaterial deviation in a proposal. City of La Quinta's waiver of an immaterial defect shall in no way modify the RFP documents or excuse the Proposer from full compliance with the specifications if he/she is awarded the contract. Proposals referring to terms and conditions other than City of La Quinta’s terms and conditions may be rejected as being non-responsive. The City may make investigations as deemed necessary to determine the ability of the Proposer to perform the work, and the Proposer shall furnish to City of La Quinta all such information and data for this purpose as requested by the City. The City reserves the right to reject any proposal if the evidence submitted by, or investigation of, such Proposer fails to satisfy the City that such Proposer is properly qualified to carry out the obligations of the contract and to complete the work specified. 1.11 CANCELLATION This solicitation does not obligate the City to enter into an agreement. City of La Quinta retains the right to cancel this RFP at any time, should the project be canceled, or it is deemed in the best interest of the City. No obligation, either expressed or implied, exists on the part of the City to make an award or to pay any cost incurred in the preparation or submission of a proposal. 1.12 INSURANCE REQUIREMENTS The City requires certificates of insurance prior to commencement of any work. An underwriter’s endorsement is also required with additional insured verbiage and must be an admitted surety in the State of California. Insurance requirements are outlined in the Contract Service Agreement (detailed requirements are in Attachment 1, Exhibit E). City of La Quinta RFP Project Management Services * Page 4 In summary the following insurances are required to execute the contract: 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) 1.13 LOCAL, SMALL AND/OR DISADVANTAGED BUSINESS PREFERENCE Local vendors are encouraged but not required. For purposes of this section, a “local” shall be defined as an individual, partnership or corporation which regularly maintains a place of business within a 60-mile radius of the City. Small and/or disadvantaged businesses are encouraged to apply. 1.14 DISPUTES/PROTESTS The City encourages Proposers to resolve issues regarding the requirements or the procurement process through written correspondence and discussions during the period in which clarifying addenda may be issued. The City wishes to foster cooperative relationships and to reach a fair agreement in a timely manner. Formal proposals for major professional and technical services shall be governed by the City’s Purchasing Policy (Attachment 2). 1.15 AWARD OF CONTRACT Award, if any, will be to the Proposer whose proposal best complies with all the requirements of the RFP document and any addenda. Evaluation methodology and basis for award are described in Section V – Evaluation and Award Criteria. City of La Quinta RFP Project Management Services * Page 5 1.16 TERM OF CONTRACT The period of services shall be no more than three years from the date of execution. Contract Services Agreement (Attachment 1) shall be approved as to form. If modifications are desired, they shall be disclosed in the bid response for legal review and approval. 1.17 CONTRACT DOCUMENTS In the event of a conflict between documents the following order of precedence shall apply: 1. City of La Quinta Contract Services Agreement 2. City of La Quinta Request for Proposal 3. Proposer's Proposal 1.18 EXECUTION OF THE CONTRACT Upon approval by the City Council or as governed by the Purchasing Policy (Attachment 2), the contract shall be signed by the Proposer and returned, along with the required attachments to the City of La Quinta within ten (10) working days. The period for execution may be changed by mutual agreement of the parties. Contracts are not effective until approved by the appropriate City of La Quinta officials. Any work performed prior to receipt of a fully executed contract shall be at Proposer's own risk. 1.19 FAILURE TO EXECUTE THE CONTRACT Failure to execute the contract within the time frame identified above shall be sufficient cause for voiding the award. Failure to comply with other requirements within the set time shall constitute failure to execute the contract. If the successful Proposer refuses or fails to execute the contract, the City may award the contract to the next qualified highest ranked Proposer. 1.20 NON-ENDORSEMENT If a proposal is accepted, the Proposer shall not issue any news releases or other statements pertaining to the award or servicing of the agreement which state or imply the City endorsement of Proposer’s services. 1.21 CONFLICT OF INTEREST The City requires a Statement of Economic Interest (Form 700) to be filed by any proposer who is involved in the making, of the decisions which may have a foreseeable material effect on any City financial interest [reference Government Code § 82019]. 1.22 METHOD OF PAYMENT AND CEILING PRICE Due to the nature of the work, the final contract will be paid for by Time and Materials Not to Exceed in accordance with the approved rates and negotiated profit margin. In no circumstances will the contract value exceed $200,000 (Ceiling Price) during the term of the agreement, unless the scope of work is modified with a contract amendment. 1.23 Byrd Anti-Lobbying Amendment, 31 U.S.C. § 1352 Contractors who apply or bid for an award of $100,000 or more shall file the required certification, included in Exhibit 1. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, officer or employee of Congress, or an employee of a Member of Congress in connection City of La Quinta RFP Project Management Services * Page 6 with obtaining any Federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Each tier shall also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient who in turn will forward the certification(s) to the awarding agency. SECTION II INTRODUCTION 2.1 INTRODUCTION The City is requesting proposals from qualified institutions for project management services. The primary objective of this proposal is to obtain the most efficient, high quality services at the most reasonable cost. The City of La Quinta is located 120 miles east of Los Angeles in the eastern portion of Riverside County known as the Coachella Valley. The City is governed by a five- member City Council under the Council/Manager form of government. The City was originally incorporated in 1982 as a general law City and became a charter city in November 1996. The City provides a range of services, which include construction and maintenance of streets and other infrastructure; community development and planning; construction and code compliance; recreational and cultural activities; and general municipal services. The City contracts with other government agencies and organizations for specific services, including police and fire protection, library and museum services, water and sewer service, electricity service, refuse collection, public transit, and street sweeping. The City is also financially accountable for a legally separate Successor Agency for the former Redevelopment Agency, a Financing Authority, and a Housing Authority. The City of La Quinta (City) is seeking a qualified third-party consulting firm to manage the documentation associated with COVID-19 pandemic. Following the State of California emergency declaration (March 4, 2020), the City declared a local s tate of emergency on March 17, 2020 and subsequently filed for Federal Emergency Management Assistance (FEMA) on March 22, 2020. In addition, on March 8, 2020, the Riverside County Public Health Officer declared a local health emergency based on an imminent and proximate threat to public health from the introduction of COVID- 19 in the County of Riverside. The City has been tracking payroll, supply expenses, and donations associated with the incident. However, additional follow up documentation and the organization of such documentation is desired. City Staff shall continue to adhere to all current Personnel, Purchasing, Cash Handling, and Accounts Receivables Policies. The Consultant shall not be responsible City of La Quinta RFP Project Management Services * Page 7 for verification of Policy adherence. Adherence to Policies will be the responsibility of City Staff. City Staff shall also be responsible for monitoring all FEMA, Federal, State, County and Local pronouncements regarding COVID-19. These pronouncements shall govern the scope of work provided to the Consultant. City Staff shall also prepare and respond to all reporting requirements under FEMA (bi-weekly and quarterly). This Contract will be partially reimbursed by FEMA Public Assistance Funding as authorized under the appropriate Presidential Emergency Declaration. As such, proposers hereby acknowledge that the contract work shall comply with all applicable Federal laws, regulations, executive orders, and FEMA requirements. Additional information regarding the City’s response to COVID-19 may be found online at: https://storymaps.arcgis.com/stories/005ca889efd940b3b8480454cc4c47bd The City will endeavor to administer the proposal process in accordance with the terms and dates outlined in this RFP, however, the City reserves the right to modify the activities, time line, or any other aspect of the process at any time, as deemed necessary by City staff. By requesting the proposals, the City is in no way obligated to award a contract or pay the expenses of proposer in connection with the preparation or submission of a proposal. The decision to award any contract to a particular Consultant will be based on a variety of factors as listed in the RFP. It is in the City’s interest to do business with professionals who are dedicated to the government market. No single factor will determine the final award decision. SECTION III 3.1 SCHEDULE OF EVENTS Advertisement April 24, 2020 Release of Request for Proposal April 24, 2020 Deadline for Receipt of Proposals May 15, 2020 at 5:00PM Evaluation Period May 16 – 25, 2020 30-minute Zoom Interview of Top 3 Qualified Proposers May 26-27, 2020 Tentative Contract Award Date June 2, 2020 *NOTE: The dates after receipt of proposal may be adjusted without further notice. City of La Quinta RFP Project Management Services * Page 8 SECTION IV PROPOSER QUALIFICATIONS AND PROPOSED WORKFLOW 4.1 PROPOSER QUALIFICATIONS 4.0 In addition to meeting all other requirements of this RFP, all responding Proposers shall furnish verifiable evidence that their firm and personnel, at a minimum, meet the following qualifications. a. Be a Federal or State of California chartered institution. b. Be capable of providing the services sought by the City. c. The Consultant shall have an understanding and background in the following areas: project management, financial analysis, report writing, maintaining and reconciling records. d. Knowledge of government audits and emergency preparedness is highly desirable. e. Agree to assign experienced and dedicated staff committed and capable of servicing the City’s project. f. The consultant shall primarily work remotely (City offices are currently closed to the public, including consultants). Under COVID-19 regulations issued by the State and City shelter in place orders shall be abided by until otherwise notified. g. The consultant shall furnish their own computer, phone, have remote access to a secure electronic deposit repository for documentation tracking. h. In addition, the Consultant shall be well versed and have the ability to use Zoom and Microsoft Teams for meetings. i. The consultant will be expected to communicate with City staff via email, by phone, with Zoom and Teams, or by mail when necessary. j. Consultant shall have an adequate financial management system in accordance with 2 CFR 200. 4.2 PROPOSED WORKFLOW AND SCOPE OF WORK City of La Quinta Finance department shall obtain and review all activity logs from City employees to determine if COVID-19 work was completed. Activity logs determined to have work associated with COVID-19 shall be sent to the Consultant along with the employee’s payroll log for the pay period. City of La Quinta RFP Project Management Services * Page 9 The Consultant shall contact the employee or a designated department personnel representative directly to obtain additional information necessary to justify and document the work related to COVID-19. Consultant services may include the following: • Work with City staff to compile a comprehensive list of disaster related repairs, damage mitigation efforts, possible improvements and collect and compile cost documentation. • Ensure all eligible costs/damages have been identified and reported to insurance, FEMA and Cal OES in an appropriate and timely manner. • Provide quality assurance and quality control support and general eligibility guidance for all State and federal grant programs. • Coordinate and manage deliverables with insurance, FEMA, and CAL OES. • Assist the City in insurance claim preparation, coordination and advice through insurance adjustment process. • Assist the City during Applicant’s Briefings with FEMA and the State, assisting with relationship development, requesting additional programmatic details and clarifications that will assist the City during the grant process. • Collaborate with the City on project formulation, including damage assessments (field team assessment of damages including a comprehensive list of damaged structures, contents, etc.); Information gathering (photo- document damages, gather records, drawings, insurance policies, historical photos/videos, etc.); project development (define both small and large projects’ scope, size, and damages, including cost estimating, that will be the basis of each Project Worksheet); project submittals (draft and submit small and large project public works to CAL OES/FEMA). Additional documentation and tracking may include but is not limited to: • FEMA ICS-214 Activity Log Form (Attachment 3) • Gathering and labeling of pictures provided by Staff • Interviewing employees • Estimating the value of donations • Documenting and tracking donations o The City currently has donated the following items related to COVID-19 (additional donations may occur) ▪ Face shields produced by the City ▪ Food donations ▪ Childcare facility ▪ Face masks • Tracking overtime and regular payroll hours worked in response to COVID-19 o City Staff shall provide timesheets (payroll staff will be available as needed by the Consultant) o City’s financial software is tracking remote work hours and Federal IRS guidelines for COVID-19 • Tracking of volunteer hours. The City has or intends to use the following volunteers to respond to COVID-19. o Finance Advisory Commission City of La Quinta RFP Project Management Services * Page 10 o Citizens on Patrol o Community Emergency Response Team o Short-term Vacation Rental Ad Hoc Committee o Planning Commission o Wellness Center Volunteers o Housing Commission o Community Services Commission • Meetings with City Staff, FEMA and/or CalOES representatives as needed • Submitting documentation to FEMA and Cal/OES along with updating the FEMA Grants Portal as needed. o The City will add consultant as an alternative contact on the FEMA Grant Portal and provide login access. The Consultant shall provide a written report each Monday by close of business summarizing the work completed in the prior week (Monday – Sunday). In addition, ongoing scheduled meetings using Zoom will be conducted as needed to update the Consultant on operational changes. SECTION V EVALUATION AND AWARD CRITERIA 5.1 EVALUATION METHOD The selection of the Consultant to provide Project Management services to the City will be based on a comprehensive review of the qualifications as presented in this proposal, overall price and cost to the City, the experience and success of the Consultant in providing similar services to similar clients, the firm’s ability to provide the services outlined in the RFP and an evaluation of the firm’s ability to be a good business partner with the City. Proposals will be reviewed and evaluated by an evaluation committee comprised of City of La Quinta Finance personnel, one Financial Advisory Commission member (La Quinta residents, appointed by City Council), and the Senior Emergency Management Coordinator. Award will be made in the best interest of the City of La Quinta. 5.2 EVALUATION CRITERIA The proposals will be evaluated and ranked in accordance with the evaluation criteria described below. • Overall cost to City and ability to guarantee pricing for contract period. o 30 Points • Quality references and overall experience with public agencies including record of past performance. o 25 Points City of La Quinta RFP Project Management Services * Page 11 • Qualifications, integrity, financial and technical resources, and strength of the proposed assigned team. o 25 Points • Other qualitative characteristics as may be presented in the RFP, including compliance with public policy. o 20 Points Discussions will be conducted with the most qualified bidders for the purpose of clarification to assure the full understanding of, and conformance to, the solicitation requirements. SECTION VI PROPOSAL INSTRUCTIONS, FORMAT, AND SCOPE OF WORK 6.1 INSTRUCTIONS To be considered responsive to this RFP, Proposer must submit proposals in the format identified in this section. All requirements in the RFP must be addressed and all requested data must be supplied. The City of La Quinta reserves the right to request additional information that, in the City’s opinion, is necessary to assure the Proposer’s competence, number of qualified employees, business organization, and financial resources are adequate to perform according to contract. The City also reserves the right to reject any and all proposals, to waive any non-material irregularities or informalities, and to accept or reject any item or combination of items. This RFP and the firm’s response, including all promises, warranties, commitments, and representations made in the successful proposal, will become binding contractual obligations. Proposed services and related pricing and warranties contained in the proposal must be valid for a period of 30 days after the submission of the proposal. Any questions concerning the RFP must be submitted via email to kromero@laquintaca.gov. 6.2 DELIVERY OF PROPOSALS a. All proposals shall be submitted in a PDF file format by email only to: finance@laquintaca.gov and kromero@laquintaca.gov b. Proposals must be received no later than 5:00 p.m., Friday, May 1, 2020. Late submissions or submission other than email will not be accepted. 6.3 PREPARATION OF PROPOSALS City of La Quinta RFP Project Management Services * Page 12 Proposals should be prepared in such a way as to provide a straightforward, concise delineation of capabilities to satisfy the requirements of this RFP. Emphasis should be on completeness and clarity of content. Responses should be: • limited to no more than 10 pages, • focus on statement of qualifications, references with similar projects, remote access technology, key personnel who would be assigned to the City, and • detailed cost estimate by assigned individual, which includes direct labor costs, indirect/overhead rates, and proposed profit margin • SAM.gov entity registration number. • Appendix A – Certification Regarding Lobbying City of La Quinta RFP Project Management Services * Page 13 EXHIBIT 1 APPENDIX A, 44 C.F.R. PART 18 – CERTIFICATION REGARDING LOBBYING Certification for Contracts, Grants, Loans, and Cooperative Agreements The undersigned certifies, to the best of his or her knowledge and belief, that: 1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 2. 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 Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions. 3. The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. 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 section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The Contractor, _________________________, certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. Chap. 38, Administrative Remedies for False Claims and Statements, apply to this certification and disclosure, if any. Signature of Contractor’s Authorized Official Name and Title of Contractor’s Authorized Official Date AGREEMENT FOR CONTRACT SERVICES TH IS 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 Project Management of Federal Emergency Management Agency documentation, 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 ATTACHMENT 1 -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 carefully considered how the Services should be performed, and (c) it fully understands the facilities, difficulties, and restrictions attending performance of the Services under this Agreement. Should Contracting Party discover any latent or unknown conditions materially differing from those inherent in the Services or as represented by City, Contracting Party shall immediately inform City of such fact and shall not proceed except at Contracting Party’s risk until written instructions are received from the Contract Officer, or assigned designee (as defined in Section 4.2 hereof). 1.6 Standard of Care. Contracting Party acknowledges and understands that the Services contracted for under this Agreement require specialized skills and abilities and that, consistent with this understanding, Contracting Party’s work will be held to an industry standard of quality and workmanship. Consistent with Section 1.5 hereinabove, Contracting Party represents to City that it holds the necessary skills and abilities to satisfy the industry standard of quality as set forth in this Agreement. Contracting Party shall adopt reasonable methods during the life of this Agreement to furnish continuous protection to the Services performed by Contracting Party, and the equipment, materials, papers, and other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the Services by City, except such losses or damages as may be caused by City’s own negligence. The performance of Services by Contracting Party shall not relieve Contracting Party from any obligation to correct any incomplete, inaccurate, or defective work at no further cost to City, when such inaccuracies are due to the negligence of Contracting Party. 1.7 Additional Services. In accordance with the terms and conditions of this Agreement, Contracting Party shall perform services in addition to those specified in the Scope of Services (“Additional Services”) only when directed to do so by the Contract Officer, or assigned designee, provided that Contracting Party shall not be required to perform any Additional Services without compensation. Contracting Party shall not perform any Additional Services until receiving prior written authorization (in the form of a written change order if Contracting Party is a contractor performing the Services) from -3- the Contract Officer, or assigned designee, incorporating therein any adjustment in (i) the Contract Sum, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of Contracting Party. It is expressly understood by Contracting Party that the provisions of this Section shall not apply to the Services specifically set forth in the Scope of Services or reasonably contemplated therein. It is specifically understood and agreed that oral requests and/or approvals of Additional Services shall be barred and are unenforceable. Failure of Contracting Party to secure the Contract Officer’s, or assigned designee’s written authorization for Additional Services shall constitute a waiver of any and all right to adjustment of the Contract Sum or time to perform this Agreement, whether by way of compensation, restitution, quantum meruit, or the like, for Additional Services provided without the appropriate authorization from the Contract Officer, or assigned designee. Compensation for properly authorized Additional Services shall be made in accordance with Section 2.3 of this Agreement. 1.8 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in “Exhibit D” (the “Special Requirements”), which is incorporated herein by this reference and expressly made a part hereof. In the event of a conflict between the provisions of the Special Requirements and any other provisions of this Agreement, the provisions of the Special Requirements shall govern. 2. COMPENSATION. 2.1 Contract Sum. For the Services rendered pursuant to this Agreement, Contracting Party shall be compensated in accordance with “Exhibit B” (the “Schedule of Compensation”) in a total amount not to exceed Two Hundred Thousand Dollars ($200,000.00) for the life of the Agreement. (the “Contract Sum”), except as provided in Section 1.7. The method of compensation set forth in the Schedule of Compensation will be payment for time and materials not to exceed based upon Contracting Party’s rate schedule, but not exceeding the Contract Sum. The Contract Sum shall include the attendance of Contracting Party at all project meetings reasonably deemed necessary by City; Contracting Party shall not be entitled to any additional compensation for attending said meetings. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, transportation expense, telephone expense, and similar costs and expenses when and if specified in the Schedule of Compensation. No markup constituting a cost-plus percentage of cost shall be allowed on any term of compensation. Regardless of the method of compensation set forth in the Schedule of Compensation, Contracting Party’s overall compensation shall not -4- exceed the Contract Sum, except as provided in Section 1.7 of this Agreement. 2.2 Method of Billing & Payment. Any month in which Contracting Party wishes to receive payment, Contracting Party shall submit to City no later than the tenth (10th) working day of such month, in the form approved by City’s Finance Director, an invoice for Services rendered prior to the date of the invoice. Such invoice shall (1) describe in detail the Services provided, including time and materials, and (2) specify each staff member who has provided Services and the number of hours assigned to each such staff member. Upon approval in writing by the Contract Officer, or assigned designee, and subject to retention pursuant to Section 8.3, City will pay Contracting Party for all items stated thereon which are approved by City pursuant to this Agreement no later than thirty (30) days after invoices are received by the City’s Finance Department. 2.3 Compensation for Additional Services. Additional Services, including associated costs, shall be approved in advance of the additional services being rendered by the Contract Officer, or assigned designee, pursuant to Section 1.7 of this Agreement. This compensation shall be agreed to in writing by both City and 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 an 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. -5- 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. Contracting Party acknowledges services are to be rendered in response to the COVID-19 Pandemic. Following the State of California emergency declaration (March 4, 2020), the City declared a local state of emergency on March 17, 2020 and subsequently filed for Federal Emergency Management Assistance (FEMA) on March 22, 2020. In addition, on March 8, 2020, the Riverside County Public Health Officer declared a local health emergency based on an imminent and proximate threat to public health from the introduction of COVID-19 in the County of Riverside. The consultant shall primarily work remotely (City offices are currently closed to the public, including consultants). Under COVID-19 regulations issued by the State and City shelter in place orders shall be abided by until otherwise notified. 3.4 Term. Unless earlier terminated in accordance with the provisions in Article 8.0 of this Agreement, the term of this agreement shall commence on June 2, 2020, and terminate on June 30, 2023. -6- 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) To be Determined Tel No. E-mail: (b) XYZ Tel No. E-mail: 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 Karla Romero, Finance 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 -7- transferred, assigned, conveyed, hypothecated, or encumbered, voluntarily or by operation of law, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Contracting Party, taking all transfers into account on a cumulative basis. Any attempted or purported assignment or contracting or subcontracting by Contracting Party without City’s express written approval shall be null, void, and of no effect. No approved transfer shall release Contracting Party of any liability hereunder without the express consent of City. 4.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Contracting Party, its agents, or its employees, perform the Services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision, or control of Contracting Party’s employees, servants, representatives, or agents, or in fixing their number or hours of service. Contracting Party shall perform all Services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Contracting Party shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Contracting Party in its business or otherwise or a joint venture or a member of any joint enterprise with Contracting Party. Contracting Party shall have no power to incur any debt, obligation, or liability on behalf of City. Contracting Party shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. Except for the Contract Sum paid to Contracting Party as provided in this Agreement, City shall not pay salaries, wages, or other compensation to Contracting Party for performing the Services hereunder for City. City shall not be liable for compensation or indemnification to Contracting Party for injury or sickness arising out of performing the Services hereunder. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Contracting Party and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (“PERS”) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. Contracting Party agrees to pay all required taxes on amounts paid to Contracting Party under this Agreement, and to indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason -8- of the independent contractor relationship created by this Agreement. Contracting Party shall fully comply with the workers’ compensation laws regarding Contracting Party and Contracting Party’s employees. Contracting Party further agrees to indemnify and hold City harmless from any failure of Contracting Party to comply with applicable workers’ compensation laws. City shall have the right to offset against the amount of any payment due to Contracting Party under this Agreement any amount due to City from Contracting Party as a result of Contracting Party’s failure to promptly pay to City any reimbursement or indemnification arising under this Section. 4.5 Identity of Persons Performing Work. Contracting Party represents that it employs or will employ at its own expense all personnel required for the satisfactory performance of any and all of the Services set forth herein. Contracting Party represents that the Services required herein will be performed by Contracting Party or under its direct supervision, and that all personnel engaged in such work shall be fully qualified and shall be authorized and permitted under applicable State and local law to perform such tasks and services. 4.6 City Cooperation. City shall provide Contracting Party with any 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. -9- 7. RECORDS AND REPORTS. 7.1 Reports. Contracting Party shall periodically prepare and submit to the Contract Officer, or assigned designee, such reports concerning Contracting Party’s performance of the Services required by this Agreement as the Contract Officer, or assigned designee, shall require. Contracting Party hereby acknowledges that City is greatly concerned about the cost of the Services to be performed pursuant to this Agreement. For this reason, Contracting Party agrees that if Contracting Party becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the Services contemplated herein or, if Contracting Party is providing design services, the cost of the project being designed, Contracting Party shall promptly notify the Contract Officer, or assigned designee, of said fact, circumstance, technique, or event and the estimated increased or decreased cost related thereto and, if Contracting Party is providing design services, the estimated increased or decreased cost estimate for the project being designed. 7.2 Records. Contracting Party shall keep, and require any subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports (including but not limited to payroll reports), studies, or other documents relating to the disbursements charged to City and the Services performed hereunder (the “Books and Records”), as shall be necessary to perform the Services required by this Agreement and enable the Contract Officer, or assigned designee, to evaluate the performance of such Services. Any and all such Books and Records shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer, or assigned designee, the FEMA Administrator, the Comptroller General of the United States, or any of their authorized representatives 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, the FEMA Administrator, the Comptroller General of the United States, or any of their authorized representatives shall have access to such Books and Records in the event any audit is required. In the event of dissolution of Contracting Party’s business, custody of the Books and Records may be given to City, and access shall be provided by Contracting Party’s successor in interest. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds Ten Thousand Dollars ($10,000.00), this Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part -10- of any audit of City, for a period of three (3) years after final payment under this Agreement. In compliance with the Disaster Recovery Act of 2018, the City and the Contracting Party acknowledge and agree that no language in this Contract is intended to prohibit audits or internal reviews by the FEMA Administrator or the Comptroller General of the United States. 7.3 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents, and other materials plans, drawings, estimates, test data, survey results, models, renderings, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings, digital renderings, or data stored digitally, magnetically, or in any other medium prepared or caused to be prepared by Contracting Party, its employees, subcontractors, and agents in the performance of this Agreement (the “Documents and Materials”) shall be the property of City and shall be delivered to City upon request of the Contract Officer, or assigned designee, or upon the expiration or termination of this Agreement, and Contracting Party shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the Documents and Materials hereunder. Any use, reuse or assignment of such completed Documents and Materials for other projects and/or use of uncompleted documents without specific written authorization by Contracting Party will be at City’s sole risk and without liability to Contracting Party, and Contracting Party’s guarantee and warranties shall not extend to such use, revise, or assignment. Contracting Party may retain copies of such Documents and Materials for its own use. Contracting Party shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any Documents and Materials prepared by them, and in the event Contracting Party fails to secure such assignment, Contracting Party shall indemnify City for all damages resulting therefrom. 7.4 In the event City or any person, firm, or corporation authorized by City reuses said Documents and Materials without written verification or adaptation by Contracting Party for the specific purpose intended and causes to be made or makes any changes or alterations in said Documents and Materials, City hereby releases, discharges, and exonerates Contracting Party from liability resulting from said change. The provisions of this clause shall survive the termination or expiration of this Agreement and shall thereafter remain in full force and effect. 7.5 Licensing of Intellectual Property. This Agreement creates a non- exclusive and perpetual license for City to copy, use, modify, reuse, or -11- sublicense any and all copyrights, designs, rights of reproduction, and other intellectual property embodied in the Documents and Materials. Contracting Party shall require all subcontractors, if any, to agree in writing that City is granted a non-exclusive and perpetual license for the Documents and Materials the subcontractor prepares under this Agreement. Contracting Party represents and warrants that Contracting Party has the legal right to license any and all of the Documents and Materials. Contracting Party makes no such representation and warranty in regard to the Documents and Materials which were prepared by design professionals other than Contracting Party or provided to Contracting Party by City. City shall not be limited in any way in its use of the Documents and Materials at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk. 7.6 Release of Documents. The Documents and Materials shall not be released publicly without the prior written approval of the Contract Officer, or assigned designee, or as required by law. Contracting Party shall not disclose to any other entity or person any information regarding the activities of City, except as required by law or as authorized by City. 7.7 Confidential or Personal Identifying Information. Contracting Party covenants that all City data, data lists, trade secrets, documents with personal identifying information, documents that are not public records, draft documents, discussion notes, or other information, if any, developed or received by Contracting Party or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Contracting Party to any person or entity without prior written authorization by City or unless required by law. City shall grant authorization for disclosure if required by any lawful administrative or legal proceeding, court order, or similar directive with the force of law. All City data, data lists, trade secrets, documents with personal identifying information, documents that are not public records, draft documents, discussions, or other information shall be returned to City upon the termination or expiration of this Agreement. Contracting Party’s covenant under this section shall survive the termination or expiration of this Agreement. 8. ENFORCEMENT OF AGREEMENT. 8.1 California Law. This Agreement shall be interpreted, construed, and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contracting -12- Party covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 8.2 Disputes. In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefore. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10) days of service of such notice and completes the cure of such default within forty-five (45) days after service of the notice, or such longer period as may be permitted by the Contract Officer, or assigned designee; provided that if the default is an immediate danger to the health, safety, or general welfare, City may take such immediate action as City deems warranted. Compliance with the provisions of this Section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party’s right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City’s right to terminate this Agreement without cause pursuant to this Article 8.0. During the period of time that Contracting Party is in default, City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, City may, in its sole discretion, elect to pay some or all of the outstanding invoices during any period of default. 8.3 Retention of Funds. City may withhold from any monies payable to Contracting Party sufficient funds to compensate City for any losses, costs, liabilities, or damages it reasonably believes were suffered by City due to the default of Contracting Party in the performance of the Services required by this Agreement. 8.4 Waiver. No delay or omission in the exercise of any right or remedy of a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. City’s consent or approval of any act by Contracting Party requiring City’s consent or approval shall not be deemed to waive or render unnecessary City’s consent to or approval of any subsequent act of Contracting Party. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 8.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. -13- 8.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, at law or at equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 8.7 Termination Prior To Expiration of Term. This Section shall govern any termination of this Agreement, except as specifically provided in the following Section for termination for cause. City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days’ written notice to Contracting Party. Upon receipt of any notice of termination, Contracting Party shall immediately cease all Services hereunder except such as may be specifically approved by the Contract Officer, or assigned designee. Contracting Party shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer, or assigned designee, thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, or assigned designee, except amounts held as a retention pursuant to this Agreement. 8.8 Termination for Default of Contracting Party. If termination is due to the failure of Contracting Party to fulfill its obligations under this Agreement, Contracting Party shall vacate any City-owned property which Contracting Party is permitted to occupy hereunder and City may, after compliance with the provisions of Section 8.2, take over the Services and prosecute the same to completion by contract or otherwise, and Contracting Party shall be liable to the extent that the total cost for completion of the Services required hereunder exceeds the compensation herein stipulated (provided that City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to Contracting Party for the purpose of setoff or partial payment of the amounts owed City. 8.9 Attorneys’ Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorneys’ fees; provided, however, that the attorneys’ fees awarded pursuant to this Section shall not exceed the hourly rate paid by City for legal services multiplied by the reasonable number of hours spent by the prevailing party in the conduct of the litigation. Attorneys’ fees shall include attorneys’ fees on any appeal, and in addition a party entitled to attorneys’ fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery, and all other necessary costs the court allows which are incurred in -14- such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. The court may set such fees in the same action or in a separate action brought for that purpose. 9. CITY OFFICERS AND EMPLOYEES; NONDISCRIMINATION. 9.1 Non-liability of City Officers and Employees. No officer, official, employee, agent, representative, or volunteer of City shall be personally liable to Contracting Party, or any successor in interest, in the event or any default or breach by City or for any amount which may become due to Contracting Party or to its successor, or for breach of any obligation of the terms of this Agreement. 9.2 Conflict of Interest. Contracting Party covenants that neither it, nor any officer or principal of it, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Contracting Party’s performance of the Services under this Agreement. Contracting Party further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent, or subcontractor without the express written consent of the Contract Officer, or assigned designee. Contracting Party agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. No officer or employee of City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to this Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. Contracting Party warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 9.3 Covenant against Discrimination. Contracting Party covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of any impermissible classification including, but not limited to, race, color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry in the performance of this Agreement. Contracting Party shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry. -15- 10. MISCELLANEOUS PROVISIONS. 10.1 Notice. Any notice, demand, request, consent, approval, or communication either party desires or is required to give the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail to the address set forth below. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated forty-eight (48) hours from the time of mailing if mailed as provided in this Section. To City: CITY OF LA QUINTA Attention: Karla Romero 78495 Calle Tampico La Quinta, California 92253 To Contracting Party: VENDORS COMPANY NAME VENDORS CONTACT VENDORS STREET ADDRESS VENDORS CITY, STATE, ZIP 10.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 10.3 Section Headings and Subheadings. The section headings and subheadings contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement. 10.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument 10.5 Integrated Agreement. This Agreement including the exhibits hereto is the entire, complete, and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements, and understandings, if any, between the parties, and none shall be used to interpret this Agreement. 10.6 Amendment. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by Contracting Party and by the City Council of City. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. -16- 10.7 Severability. In the event that any one or more of the articles, phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable, such invalidity or unenforceability shall not affect any of the remaining articles, phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 10.8 Unfair Business Practices Claims. In entering into this Agreement, Contracting Party offers and agrees to assign to City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. § 15) or under the Cartwright Act (Chapter 2, (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services, or materials related to this Agreement. This assignment shall be made and become effective at the time City renders final payment to Contracting Party without further acknowledgment of the parties. 10.9 No Third-Party Beneficiaries. With the exception of the specific provisions set forth in this Agreement, there are no intended third-party beneficiaries under this Agreement and no such other third parties shall have any rights or obligations hereunder. 10.10 Equal Employment Opportunity. During the performance of this contract, the Contracting Party agrees as follows: (a) The Contracting Party will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The Contracting Party will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contracting Party agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. -17- (b) The Contracting Party will, in all solicitations or advertisements for employees placed by or on behalf of the Contracting Party, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. (c) The Contracting Party will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the Contracting Party’s legal duty to furnish information. (d) The Contracting Party will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Contracting Party’s commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (e) The Contracting Party will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (f) The Contracting Party will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. (g) In the event of the Contracting Party’s noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the Contracting Party may be declared ineligible for further Government contracts or federally assisted -18- construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (h) The Contracting Party will include the portion of the sentence immediately preceding paragraph (a) and the provisions of paragraphs (a) through (h) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Contracting Party will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance: Provided, however, that in the event a Contracting Party becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the Contracting Party may request the United States to enter into such litigation to protect the interests of the United States. The applicant further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work: Provided, That if the applicant so participating is a State or local government, the above equal opportunity clause is not applicable to any agency, instrumentality or subdivision of such government which does not participate in work on or under the contract. The applicant agrees that it will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of contractors and subcontractors with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will furnish the administering agency and the Secretary of Labor such information as they may require for the supervision of such compliance, and that it will otherwise assist the administering agency in the discharge of the agency's primary responsibility for securing compliance. The applicant further agrees that it will refrain from entering into any contract or contract modification subject to Executive Order -19- 11246 of September 24, 1965, with a contractor debarred from, or who has not demonstrated eligibility for, Government contracts and federally assisted construction contracts pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon contractors and subcontractors by the administering agency or the Secretary of Labor pursuant to Part II, Subpart D of the Executive Order. In addition, the applicant agrees that if it fails or refuses to comply with these undertakings, the administering agency may take any or all of the following actions: Cancel, terminate, or suspend in whole or in part this grant (contract, loan, insurance, guarantee); refrain from extending any further assistance to the applicant under the program with respect to which the failure or refund occurred until satisfactory assurance of future compliance has been received from such applicant; and refer the case to the Department of Justice for appropriate legal proceedings. 10.11 Compliance with the Contract Work Hours and Safety Standards Act. Overtime requirements. No Contracting Party or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (1) of this section the Contracting Party and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such Contracting Party and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (1) of this section, in the sum of $27 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (1) of this section. -20- Withholding for unpaid wages and liquidated damages. The City shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the Contracting Party or subcontractor under any such contract or any other Federal contract with the same Contracting Party, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such Contracting Party or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (2) of this section. Subcontracts. The Contracting Party or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (1) through (4) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The Contracting Party shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (1) through (4) of this section. 10.12 Clean Air Act. The Contracting Party agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq. The Contracting Party agrees to report each violation to the City and understands and agrees that the City will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office. The Contracting Party agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA. 10.13 Federal Water Pollution Control Act. The Contracting Party agrees to comply with all applicable standards, orders, or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq. The Contracting Party agrees to report each violation to the City and understands and agrees that the City will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office. The Contracting Party agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA. -21- 10.14 Suspension and Debarment. This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such, the Contracting Party is required to verify that none of the Contracting Party’s principals (defined at 2 C.F.R. § 180.995) or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). The Contracting Party must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. This certification is a material representation of fact relied upon by the City. If it is later determined that the contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to City, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The Contracting Party agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The Contracting Party further agrees to include a provision requiring such compliance in its lower tier covered transactions. 10.15 Procurement of Recovered Materials. In the performance of this contract, the Contracting Party shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired: (a) Competitively within a timeframe providing for compliance with the contract performance schedule; (b) Meeting contract performance requirements; or (c) At a reasonable price. Information about this requirement, along with the list of EPA- designated items, is available at EPA’s Comprehensive Procurement Guidelines website, https://www.epa.gov/smm/comprehensive- procurement-guideline-cpg-program. The Contracting Party also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act. 10.16 DHS Seal, Logo, and Flags. The Contracting Party shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre-approval. -22- 10.17 Compliance with Federal Law, Regulations, and Executive Orders. This is an acknowledgement that FEMA financial assistance will be used to fund all or a portion of the contract. The Contracting Party will comply with all applicable Federal law, regulations, executive orders, FEMA policies, procedures, and directives. 10.18 No Obligation by Federal Government. The Federal Government is not a party to this Contract and is not subject to any obligations or liabilities to the non-Federal entity, contractor, or any other party pertaining to any matter resulting from the Contract. 10.19 Program Fraud and False or Fraudulent Statements or Related Acts. The Contracting Party acknowledges that 31 U.S.C. Chap. 38 “Administrative Remedies for False Claims and Statements” applies to the Contracting Party’s actions pertaining to this Contract. 10.20 Authority. The persons executing this Agreement on behalf of each of the parties hereto represent and warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors, and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE] -23- IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below. CITY OF LA QUINTA, a California Municipal Corporation JON McMILLEN, City Manager City of La Quinta, California Dated: CONTRACTING PARTY: By: Name: Title: ATTEST: MONIKA RADEVA, City Clerk La Quinta, California By: Name: Title: APPROVED AS TO FORM: WILLIAM H. IHRKE, City Attorney City of La Quinta, California 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. Exhibit A Page 1 of 3 Last revised summer 2017 Exhibit A Scope of Services 1. Services to be Provided: City of La Quinta Finance department shall obtain and review all activity logs from City employees to determine if COVID-19 work was completed. Activity logs determined to have work associated with COVID-19 shall be sent to the Consultant along with the employee’s payroll log for the pay period. The Consultant shall contact the employee or a designated department personnel representative directly to obtain additional information necessary to justify and document the work related to COVID-19. Consultant services may include the following:  Work with City staff to compile a comprehensive list of disaster related repairs, damage mitigation efforts, possible improvements and collect and compile cost documentation.  Ensure all eligible costs/damages have been identified and reported to insurance, FEMA and Cal OES in an appropriate and timely manner.  Provide quality assurance and quality control support and general eligibility guidance for all State and federal grant programs.  Coordinate and manage deliverables with insurance, FEMA, and CAL OES.  Assist the City in insurance claim preparation, coordination and advice through insurance adjustment process.  Assist the City during Applicant’s Briefings with FEMA and the State, assisting with relationship development, requesting additional programmatic details and clarifications that will assist the City during the grant process.  Collaborate with the City on project formulation, including damage assessments (field team assessment of damages including a comprehensive list of damaged structures, contents, etc.); Information gathering (photo-document damages, gather records, drawings, insurance policies, historical photos/videos, etc.); project development (define both small and large projects’ scope, size, and damages, including cost estimating, that will be the basis of each Project Worksheet); project submittals (draft and submit small and large project public works to CAL OES/FEMA). Additional documentation and tracking may include but is not limited to:  FEMA ICS-214 Activity Log Form (Attachment 3)  Gathering and labeling of pictures provided by Staff  Interviewing employees Exhibit A Page 2 of 3  Estimating the value of donations  Documenting and tracking donations o The City currently has donated the following items related to COVID-19 (additional donations may occur)  Face shields produced by the City  Food donations  Childcare facility  Face masks  Tracking overtime and regular payroll hours worked in response to COVID-19 o City Staff shall provide timesheets (payroll staff will be available as needed by the Consultant) o City’s financial software is tracking remote work hours and Federal IRS guidelines for COVID-19  Tracking of volunteer hours. The City has or intends to use the following volunteers to respond to COVID-19. o Finance Advisory Commission o Citizens on Patrol o Community Emergency Response Team o Short-term Vacation Rental Ad Hoc Committee o Planning Commission o Wellness Center Volunteers o Housing Commission o Community Services Commission  Meetings with City Staff, FEMA and/or CalOES representatives as needed  Submitting documentation to FEMA and Cal/OES along with updating the FEMA Grants Portal as needed. o The City will add consultant as an alternative contact on the FEMA Grant Portal and provide login access. 2. Performance Standards: a. The consultant shall primarily work remotely (City offices are currently closed to the public, including consultants). Under COVID-19 regulations issued by the State and City shelter in place orders shall be abided by until otherwise notified. b. The consultant shall furnish their own computer, phone, have remote access to a secure electronic deposit repository for documentation tracking. Exhibit A Page 3 of 3 c. In addition, the Consultant shall be well versed and have the ability to use Zoom and Microsoft Teams for meetings. d. The consultant will be expected to communicate with City staff via email, by phone, with Zoom and Teams, or by mail when necessary. e. The Consultant shall provide a written report each Monday by close of business summarizing the work completed in the prior week (Monday – Sunday). f. In addition, ongoing scheduled meetings using Zoom will be conducted as needed to update the Consultant on operational changes. Exhibit B Page 1 of 1 Exhibit B Schedule of Compensation With the exception of compensation for Additional Services, provided for in Section 2.3 of this Agreement, the maximum total compensation to be paid to Contracting Party under this Agreement is not to exceed Two Hundred Thousand Dollars ($ 200,000.00) for the life of the Agreement, (the “Contract Sum”), except as provided in Section 1.7. The Contract Sum shall be paid to Contracting Party in installment payments made on a monthly basis and in an amount identified in Contracting Party’s schedule of compensation attached hereto for the work tasks performed and properly invoiced by Contracting Party in conformance with Section 2.2 of this Agreement. Exhibit C Page 1 of 1 Exhibit C Schedule of Performance Contracting Party shall complete all services identified in the Scope of Services, Exhibit A of this Agreement. The Consultant shall provide a written report each Monday by close of business summarizing the work completed in the prior week (Monday – Sunday). In addition, ongoing scheduled meetings using Zoom will be conducted as needed to update the Consultant on operational changes. Exhibit D Page 1 of 1 Exhibit D Special Requirements 1. The consultant shall primarily work remotely (City offices are currently closed to the public, including consultants). Under COVID-19 regulations issued by the State and City shelter in place orders shall be abided by until otherwise notified. 2. The consultant shall furnish their own computer, phone, have remote access to a secure electronic deposit repository for documentation tracking. 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 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. Exhibit E Page 3 of 7 c. Liability arising from the failure of technology products (software) required under the contract for Consultant to properly perform the services intended. d. Electronic Media Liability arising from personal injury, plagiarism or misappropriation of ideas, domain name infringement or improper deep-linking or framing, and infringement or violation of intellectual property rights. e. Liability arising from the failure to render professional services. If coverage is maintained on a claims-made basis, Contracting Party shall maintain such coverage for an additional period of three (3) years following termination of the contract. 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 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. 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, 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. 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. 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 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 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. RESOLUTION NO. 2019 -021 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LA QUINTA, CALIFORNIA, ADOPTING A PURCHASING AND CONTRACTING POLICY WHEREAS, purchasing and contracting policies provide a guideline to city emp loyees for purchasing and contracti ng for goods, services and projects to support, enhance and supplement city operations, and WHEREAS, purchasing and contracting policies provide transparency and consistency, and WHEREAS, purchasing and contracting policies enable the Finance department to maintain a system of financial controls for the efficient use and expenditure of public funds. NOW, THEREFORE, BE IT RESOLVED by the City Counci l of the City of La Quinta, California, as follows: SECTION 1. Resolution No. 2018-014 adopted on April 3, 2018 is hereby repealed, and this Resolution supersedes a ll prior Purchasing and Contracting Policies adopted by Cou ncil. SECTION 2. The purchasing and contracting policy attached hereto as Exhibit A and incorporated h erein by reference, shal l govern t h e purchase of city supplies, goods, equipment, se r vices and construction projects. SECTION 3 . This policy, as appl icable, shall constitute the procedures and rules governing the solicitation of bids and award of contracts for public works projects pursuant to Chapter 3.12, a nd shal l constitute the procedures and rules governing the solicitation and se lection of firms for services pursuant to Chapter 3.12, of the La Quinta Municipal Code. SECTION 4. Severability. If any provision of this Resolution or the app lication thereof to any person or circumstance is held invalid, such in validity s hall not affect other provisions or applications of this Reso lu tion which can be given effect without the invalid provision or application, and to t his end the provisions of this Resolution are severab le. Th e City Cou n cil hereby declares that it wou ld have adopted th is Resolution irrespective of the invalidity of any particular portion thereof. ATTACHMENT 2 Resolution No . 2019-021 Purchasing and Contracting Pol icy Adopted: June 18, 2019 Page 2 of 26 SE CT I ON 5. This Resolution shall become effective upon adoption . The Purchasing and Contracting Pol icy adopted by t his Resolution shall go into effect immediately. . PASSED, APPROVED, a nd ADOPTED at a reg ular meeting of the La Quinta City Council held on this 18th day of June 2019 by the following vote: AYES: Council Members Fitzpatrick, Pena, Radi, Sanchez, Mayor Evans NOES: None ABSENT: None ABSTAIN: None ATTEST: (CITY SEAL) APPROVED AS TO FORM: WILLIAM H. IHRKE, City Attorney City of La Quinta, California ~~ LINDA EVANS, Mayor City of La Quinta, California Resolution No. 2019-021 Purchasing and Contracting Policy Adopted: June 18, 2019 Page 3 of 26 CITY OF LA QUINTA, CALIFORNIA PURCHASING AND CONTRACTING POLICY I. GENERAL RULES; EXCEPTIONS Exhibit A This Purchasing and Contracting Policy (Policy) shall apply for the solicitation and selection of all purchases and contracts within the City of La Quinta (City). Any exceptions to this Policy must be approved by the City Council (Council). The Council may, by majority vote and in accordance with its fiduciary responsibilities, approve expenditures of any amount, for any length of term, not otherwise inconsistent with any applicable law. A. ADMINISTRATIVE GUIDELINES 1. Vendor Limit. Combined purchases cannot exceed $50,000 per vendor, per fiscal year except with Council approval and in the case of major expenditures, in which a vendor has participated in a public formal bidding process. In addition, multiyear agreements in excess of $50,000 as an aggregate total per vendor will require Council approval. 2. Change Orders or Amendments. A change order or amendment is a change in a contract term, other than as specifically provided for in the contract, that authorizes or necessitates any increase or decrease of the cost of the contract or in the time of completion. Change orders that alter the amount of the contract must be authorized by Directors, City Manager, or Council depending on the amount as referenced in section II Expenditure Categories of this policy. A valid request for a change order or amendment must meet the following criteria: a. the change was not reasonably foreseeable at the time that the contract was signed; b. the change must be relevant to the original contract; and c. the change is authorized by the contract provisions and in the best interest of the City. 3. Conflict of Interest. No employee, officer, Councilmember, or agent shall participate in the selection, award, or administration of a contract if he or she has a real or apparent conflict of interest. Such a conflict of interest would arise when the employee, officer, Councilmember, agent, or any member of his or her immediate family, his or her partner, or an Resolution No . 2 01 9 -02 1 Purchasing a nd Contracting Policy Adopted: June 18, 2019 Page 4 of 26 organization which employs or is about to employ any of the parties indicated, herein, has a financial or other interest in or a tangible personal benefit from a firm considered for a contract. Nothing in this Policy does or is to be construed as limiting the applicability of any other federal, state, or local laws and regulations governing prohibitions against financial conflicts of interest, including but not limited to the Political Reform Act (Government Code Section 81000 et seq.) and imp lementing regulations from the Fair Political Practices Commission (Title 2, Section 18110 et seq., of the California Code of Regulations), and Government Code Sections 1090-1999 and 1126. All such laws and regulations shall apply to every employee, officer, Councilmember, and agent of the City. 4. Local Vendors. Purchasing goods and services from local vendors which stimulate the local economy is encouraged but not required. 5. Green Purchasing Practices. The City is committed to Green Purchasing practices in obtaining goods and services. The City shall consider environmentally-preferable products when appropriate. Nothing in this policy requires the procurement of products that do not adequately perform their intended use, requires procurement that excludes adequate competition, or requires the procurement of products that are unavailable at a reasonable price or at a reasonable time. An environmentally- preferable product means a product that meets any of the following criteria: a. is durable, repairable, reusable, or recyclable; b. has minimal packaging, toxic content, or chemical-hazard potential; c. is resource or energy efficient in any or all phases of its manufacture, use, or disposal; or d. its use or disposal minimizes or eliminates the City's potential environmental liability. 6. Payment Terms. The City's standard payment terms are Net 30, meaning a payment should be issued to the vendor no later than thirty days after the invoice date, unless the City and vendor have agreed to alternate terms. 7. In no instances should purchases be split or divided in such a manner to circumvent policy process and limits. Resolution No . 2 01 9 -02 1 Purchasing a nd Contracting Policy Adopted: June 18, 2019 Page 5 of 26 8. If any provision of this policy is not followed by departments, a procurement exemption form must be completed and reviewed by the City Manager or their designee. 9. Violations of this policy may result in disciplinary action up to and including dismissal, subject to the applicable due process as prescribed in the City's Personnel Policies and Procedures. II. EXPENDITURE CATEGORIES Purchases, which include those made by purchase order (PO), written agreement, amendment or change order that require city expenditures, are classified into five categories based on the anticipated expenditure amount. Each category establis hes an authorization level, procurement method, and maximum term, which shall apply unless specifically exempted in accordance with this Policy. A. Expenditures of $50 or less B. Expenditures of $51 to $5,000 C. Expenditures of $5,001 to $15,000 D. Expenditures of $15,001 to $50,000 E. Expenditures over $50,001 A. EXPENDITURES OF $50 OR LESS (petty cash) ( operational) (minor) (intermedi ate) (major) Authorization: Department Director, who may delegate to a Department designee Procurement: No bids or PO necessary; petty cash advances or reimbursement Term Limit: N/A Note: These transa ctions t ake the place of ordinary ongoing purchases and shall be limited in use. A cash disbursement or reimbursement may be obtained from the Finance Department and must not exceed $50 per item or combined purcha se. A petty cash request form shall be completed and signed by the Department Director or designee before submittal. The form shall include the date, description of the item to be purchased, and account number. Petty cash amounts will be advanced to accommodate miscellaneous minor expenditure amounts of $50 or less and for which normal payment provisions are not practical. The Finance department will periodically audit petty cash expenditures as to form and regulations and may confirm purchases. Resolution No . 2 019-021 Purchasing a nd Contracting Policy Adopted: June 18, 2019 Page 6 of 26 B. EXPENDITURES OF $51 to $5,000 DURING THE INITIAL TERM 1 Authorization: Department Director, who may delegate to a Department designee4 Procurement: No PO necessary; 3 informal bids/proposals2 whenever possible Term Limit: 3 years plus one 3-year extension C. EXPENDITURES OF $5,001 to $15,000 DURING THE INITIAL TERM Authorization: Department Director or delegated by Director with confirmation from City Manager Procure ment: PO required ~ 3 written informal bids/proposal s Term Limit: 3 years plus one 3-y ear extension D. EXPENDITURES OF $15,001 to $50,000 DURING THE INITIAL TERM Authorization: City Manager Procure ment : PO require d ~ 3 informal bids/propos als~ c ity contract3 Term Limit: 3 years p l us one 3-year extension Purchase Orders between $25,000 and $50,000 are r e viewed by City Council on a quarterly basis on the Demand Register Report . E. EXPENDITURES OVER $50,001 Authorization: City Council Procurement: PO required ~ formal bids/proposals~ city contract Term Limit: No limit, any term approved by majority vote of the Council For purposes of this Policy, the "Initial Term" shall be either (i) a term under the contract or PO not to exceed one year, or (ii) a term longer than one year but not to exceed the maximum number of years authorized under o "Term Limit" (set forth below) as long as the contract includes a continuing obligation for performance by a contracting party and the City has an obligation for payment only for the services octually performed and accounted for by invoice or other monthly or regular periodic documentation acceptable to the City. Under any contract or PO, either the contracting party or City may terminate the contract or PO prior to the expiration of the Initial Term for the other party's nonperformance. 1 "Informal" bid/proposal means tangible proof. i.e. written, e-mail, or other casual medium. Departments shall document attempts to receive bids. 3 The city's templates for contracts, agreements, amendments and change orders shall be used for category D and E purchoses. The City Manager may allow for modifications of these templates or use of other contracts, agreements, amendments and change orders, or may require use of city templates for category B and C purchases when the City Manager determines it is prudent due to the level of risk exposure to the city, the need to spell out a complex scope of work, or any other reason s/he believes to be in the best interest of the city. To meet prevailing wage requirements any maintenance orrepair project over $15,000 or construction project over $25,000 will require a written contract. • Designee is someone who's given signing authority by Department Director or City Manager to authorize expenditures. Signature authorization form must be on file to authorize designee signing authority. Resolution No . 2 01 9 -02 1 Purchasing a nd Contracting Policy Adopted: June 18, 2019 Page 7 of 26 III. PROCUREMENT PROCEDURES -MAJOR EXPENDITURES (over $50,001) A. FORMAL BIDS FOR MAJOR PUBLIC WORKS PROJECTS AND MAJOR SUPPLIES AND EQUIPMENT PURCHASES. Major public works projects and supplies and equipment as referenced in Chapter 3.12 of the La Quinta Municipal Code, are defined as purchases and projects having an actual or estimated value of greater than fifty thousand and one dollars ($50,001). The solicitation and selection of bids and award of contracts shall comply with Section 3 .12.030 of the La Quinta Municipal Code (public works contracts), and this Policy, and shall be administered through each City Department, according to the following procedures: 1. Invitation for bids. An invitation for bids (the "invitation ") shall be published in a newspaper, electronic bulletin board or online submission source, City website, or other generally-recognized source of local public works contract information, at least ten days prior to the date of the opening of bids, or as required by California Public Contract Code §20164 and §22032. Invitations shall include general descriptions of the work to be performed, the time and place of the opening of bids, the place where bidders may obtai n bid documents, the amount of bid security required, and the amount and nature of performance and labor materials security that will be required. 2. Form of bids. Bids conforming to the requirements of the invitation shall be submitted to the Department Director (the "Director") in sealed packages or by other means which will prevent the divulging of bids prior to the stated time for opening of b ids, all as specified in the invitation or the bid documents. Unopened bids should be clearly marked or otherwise identifiable as bids for the project to which they apply. 3. Bid security for public works projects. Bids for public works projects shall be accompan ied by cash , cashier's check, certified check, surety bond, or other form of security stated in the invitation or bid documents, in a sum equal to at least ten percent (10%) of the amount of the bid. 4. Opening of bids. At the time and place stated in the invitation, the bids shall be publicly opened and announced. The bid amounts shall be tabulated , and the tabulation shall be available for public inspection at the City Department during regular business hours for a period of not less than thirty (30) calendar days after the bid opening . Resolution No. 2019-021 Purchasing and Contracting Policy Adopted: June 18, 2019 Page 8 of 26 5. Review of bids. The Director or designee shall review all bids received for completeness, accuracy, responsiveness to the invitation and the bid documents, and the City's experience with or knowledge of the qualification and reliability of each bidder and shall prepare a recommendation to the City Council. Written amounts shall take precedence over associated numeric amounts. Mathematical errors, if found, shall be corrected and shall not disqualify a bid . The corrected total shall be the bid amount considered in determining the lowest responsible bidder and shall be the contract amount awarded if the bid is selected. 6. Award of contract. Contracts shall be awarded by the City Council to the lowest responsible bidder. Determination of the lowest responsible bidder shall be at the sole discretion of the City Council pursuant to findings and recommendations presented by the Director or designee at the time of the award of contract. 7. Equal bids. If two or more equal low bids are received, the City Council may award the contract to any one of the equal low bidders by the following: a. Select one bid; or b. Reject all bids and re-solicit for bids; or c. Reject all bids and authorize negotiated agreement if consistent with federal and state laws; or d. Select one bid, which is the most responsible bidder; or e. Take any other action that the City Council deems to serve the best interest of the City. 8. No bids. When no bids are received from responsible firms, the City Council may accomplish the project in any manner it sees fit. 9. Rejection of bids. The City Council may reject any or all bids presented and may then direct that the project be re-advertised, may authorize negotiation of a contract with one or more responsible firms, or may resolve that the project can be performed more economically by City forces, day labor, time and materials contract, or other method. 10. Execution of contract. The successful bidder shall execute the contract and furnish required performance security and labor and materials security when required pursuant to the bid document. Resolution No. 2019-021 Purchasing and Contracting Policy Adopted: June 18, 2019 Page 9 of 26 11. Forfeiture of bid security for public works projects. If the successful bidder fails to execute the contract and furnish security within the stated time, and said failure is not primarily due to actions or omissions of the City or to acts of god, the bidder shall forfeit the bid security provided. The City Council may then consider the bid of the next lowest responsible bidder. 12. Release of bid security for public works projects. Bidders are entitled to the return of their bid security unless forfeited as provided herein . The City shall retain all bid security until a contract has been executed or until the City Council rejects all bids at which time all bid security not forfeited shall be returned to the appropriate bidders. 13. Disposition of forfeited bid security for public works projects. The City shall retain forfeited bid security until a contract is awarded to another firm or the project is cancelled. The City shall retain an amount equal to the difference between the forfeiting firm's bid and the new contract amount, if any, and an additional amount equal to administrative and other costs incurred as a result of the failure of the forfeiting bidder to enter into a contract and provide required security, and shall return any remaining amount of the bid security to the forfeiting bidder. 14. Performance security and labor and materials security for public works projects. The bidder to whom the contract is awarded (the "successful bidder") shall furnish performance security and labor and materials security in amounts specified in the Invitation or Bid Documents. B. FORMAL PROPOSALS FOR MAJOR PROFESSIONAL AND TECHNICAL SERVICES. Major professio nal and technical services are defined as services having an actual or estimated value of greater than fifty thousand and one dollars ($50,001). The solicitation and selection of proposals and award of contracts shall comply with Section 3.12.020 of the La Quinta Municipal Code (service contracts), and this Policy, and shall be administered through each City Department, according to the following procedures: 1. Maintenance and Repair Services. Services i ntended to preserve and/or restore a public work to a clean, safe, efficient, and/or continually usable condition. Maintenance and repair services include, but are not limited to: carpentry, electrical, painting, plumbing, glazing, and other craftwork to preserve a facility in the condition for which it was intended; repairs, cleaning and other operations on machinery and other equipment permanently attached to a facility as fixtures; the mowing, pruning, and trimming of lawns, grass, trees, shrubs, bushes and hedges; and the Resolution No. 2019-021 Purchasing and Contracting Policy Adopted: June 18, 2019 Page 10 of 26 regular removal or relocation of by-products or waste products accumulated at City facilities as the result of ongoing environmental processes. 2. The City Manager shall approve the preparation and release of all Requests for Proposals (RFP) and Requests for Qualifications (RFQ). 3. City staff shall determine, based on professional judgment, whether an RFP or an RFQ process best suits its needs and City staff, or a city- authorized consultant, shall prepare the RFP/RFQ document. 4. City staff, or a city-authorized consultant, or both shall prepare a list of suitable firms from known registries, professional organizations, and/or any other source. 5. City staff shall issue the RFP/RFQ to suitable firms and may also advertise for competitive proposals. The RFP/RFQ should be included in the requisition. 6. City staff shall form a selection committee, which may include private consultants, to review the RFPs/RFQs received, and the selection committee may conduct interviews and/or hold discussions with proposing firms. 7. The selection committee shall rank the proposing firms according to the criteria specified in LQMC Section 3.12.020 (service contracts) and City staff shall notify firms of their position in the ranking. For design-build projects, the selection committee may also take into account the criteria for selection of public works contacts specified in LQMC Section 3.12.030. 8. City staff, or a City-authorized consultant, shall negotiate with the top- ranked firm to arrive at mutually-acceptable contract terms. 9. City staff, or its authorized consultant shall terminate negotiations and begin negotiations with the next-ranked firm if an agreement cannot be reached and continue this process until negotiations are successfully concluded or until the list of qualified firms submitting proposals is exhausted and an agreement cannot be reached . 10. The Council shall award or reject the contract negotiated by City staff. Resolution No . 2 01 9 -02 1 Purchasing a nd Contracting Policy Adopted: June 18, 2019 Page 11 of 26 IV. PROCUREMENT PROCEDURES -NON-MAJOR EXPENDITURES ($50,000 & under} INFORMAL BIDS OR PROPOSALS -Intermediate, Minor, and Operational Ex penditure category projects, including minor public works projects, supplies, goods, equipment and minor services as referenced in Chapter 3 .12 of the La Quinta Municipal Code, are defined as projects having an actual or estimated value of fifty thousand dollars ($50,000) or less. The solicitation and selection of bids and a w ard of contracts shall comply with Section 3.12.030 of the La Quinta Municipal Code (public works projects), Section 3 .12.020 of the La Quinta Municipal Code (service contracts), and this Policy, and shall be administered through each City Department, according to the following procedures: 1. Informal bids shall be obtained as dictated by this Policy from the open market and a written record of informal bids shall be kept with the related PO . If applicable, the RFP/RFQ should be included in the requisition. 2. Bid security. Security and labor and material security shall conform to the requirements for major public works projects but may be modified or waived by the City staff person authorized to make the purcha se if warranted and in the best interest of the City . 3. Execution and Award of Contracts. The City Council may award contracts, or the City Manager, or designated City Director, or staff personnel may award and execute contracts, set forth in Categories A, B, C or D of Section II above, and may waive competitive bidding requirements if in the best interest of the City, provided there are unencumbered appropriations in the fund accounts against which the expenses are to be charged . V. EXEMPTION TO ANY PROCUREMENT METHOD Justification for exemption to any required procurement method may be submitted to the City Manager or in the case of a major expenditure, to the City Council under the following circumstances : a. Sole-source or select-source purchase. When determining if a purchase is sole or select source, rationale and/or proof must be provided in the purchase requisition as follows : • Demonstrate the need for a brand name product, such as to ensure compatibility with other city products and equipment. For example, standardization of fleet inventory (select-source). Resolution No. 2019-021 Purchasing and Contracting Policy Adopted: June 18, 2019 Page 12 of 26 • Detail the need to add to an original scope of work (Change Order) because the original source is the only reasonable one to provide the additional goods, construction work or service needed (select- source). • Demonstrate that only one manufacturer or vendor makes and/or sells the required equipment (sole-source). • Select source form must be completed and attached to requisition. b . State, County, or other public agency cooperative purchasing program or contracts utilizing funding or other participation from agencies which require conformance with state, federal or other contracting regulations. c. The City does not require a contract for equipment purchases such as a specific type or brand of supply or part necessary for acceptable operation of a machine or device, or as required by warranty or contract on the machine or device; written documentation supporting a purchase must be provided . d . Emergency purchases made necessary by an immediate threat to life or property or a substantial disruption of a vital public service. • In advance of any local emergency, the City seeks to retain a list of available local businesses willing to provide necessary supplies, materials, equipment, services, food, care or shelter to the City through the Office of Emergency Management. Once the Emergency Operations Center (EOC) is activated, these memorandums will be activated. • In the event of an emergency, the City Manager or designee may make immediate purchases of goods and services. Emergency purchases include any purchase required to prevent imminent danger or to prevent or mitigate the loss or impairment of life, health, property, or essential public services. Every effort shall be made to obtain advance approvals or to obtain approvals as soon as possible following the purchase. • The City is not required to engage in either formal or informal competitive bidding in an emergency. The City Council delegates to the City Manager and his/her designee the authority to waive any procedures in the Policy that are not statutorily mandated when making emergency purchase of supplies, equipment, materials or services. • The Council shall ratify emergency suspension of procedures at the next properly noticed Council meeting following the emergency procurement and consider whether further suspension of procedures is required to abate the impacts of the emergency. Resolution No . 2 01 9 -02 1 Purchasing a nd Contracting Policy Adopted: June 18, 2019 Page 13 of 26 e. The awarding officer(s) may waive irregularities in formal or informal bids received provided that it is in the best interest of the City to do so, and it does not result in unfair advantage to any bidder. f . The Council may authorize the award and execution of contracts without competitive bidding provided that such award is in the best interest of the City, or of the public health, safety and welfare. g. The following disbursements are exempt from purchase order requirements: i) Utility services ii) Disbursements to public agencies for which the City collects fees on behalf of that agency iii) Intergovernmental Memorandums of Understanding VI. CITY CREDIT CARD USE A. Authorization and Acknowledgement. Approval to use, issue and revoke a City credit card is at the discretion of the City Manager. Unless otherwise authorized by the City Manager, City credit cards shall have a credit limit of up to $5,000. The City Manager shall have the authority to set credit limits on a case by case basis up to $25,000. City credit cards shall be kept by the Finance Department and /or City Manager's Office for safekeeping and prudence . Users authorized by the City Manager or designee ("Authorized Users") must be City employees. Authorized Users may check credit cards in and out but are encouraged to limit usage only when necessary. All credit cards shall be returned to the Finance Department or the City Manager's Office in a timely manner after use. Use of City credit cards shall follow all other purchasing guidelines in this policy. The Finance Department requires Authorized Users to sign a Signature Authorization Form acknowledging his/her understanding of the policies and procedures for the use of the City credit card and acknowledging the receipt of the credit card. B. Appropriate City Credit Card Use. City credit cards may be used for the following: 1. Traveling on City business; Resolution No. 2019-021 Purchasing and Contracting Policy Adopted: June 18, 2019 Page 14 of 26 2. Purchasing goods and services from vendors where use of another payment method is not practical, such as the case with many internet purchases in which no actual storefront exists; 3. Securing reservations and locations for City activities, meetings and conferences, community events, honoree luncheons, marketi ng promotions, and sales missions; 4. Paying for meals in conjunction with official City business such as meetings with City Council, developers, consultants, or interview panels. C. Inappropriate City Credit Card Use. The credit card shall not be used for the following: 1. Cash advances, money orders, wire transfers, etc.; 2. Routine gasoline purchases; 3. Alcoholic beverages, tobacco products, prescription drugs and cannabis 4. Political or religious organizations; 5. Firearms or ammunition; 6. Personal gifts including gift cards, flowers, etc.; 7. Long-term rentals or lease agreements; 8. Heavy-duty machinery that requires a maintenance agreement; 5. Use of the City credit card is not intended to replace effective procurement planning which enables volume discounts or to circumvent established competitive purchasing procedures. This means no purchases for goods or services should be made that would otherwise require competitive bidding; 6. Employees shall not use City credit cards for personal expenses. Charging personal items, services, entertainment or expenses of any kind on City cards is a misuse of City funds and a serious breach of City's ethics policy. Doing so will result in disciplinary action, up to and including termination. Employees should use care in selecting between using their business and personal credit cards. D. Travel, Meetings, & Conferences. The uses of the City credit card for travel, local meetings, and conferences shall at all times comply with the standards and practices set forth within the City travel and meeting policy. All credit card charges must be supported by detailed charge receipts and submitted on an expense report to the Finance Department upon return from a business trip. E. Obtaining Goods and Services. Authorized purchases may be made in person, via approved internet site, or by telephone. Authorized Use rs must require vendors to itemize the receipt/invoice . An itemized receipt/invoice consists of the following information: • Date of purchase • Detailed description of goods or services purchased Resolution No . 2 01 9 -02 1 Purchasing a nd Contracting Policy Adopted: June 18, 2019 Page 15 of 26 • Price per item • Amount of sales tax and total amount • Shipping charges, if any Upon completing the credit card t r ansaction, the employee shall submit the itemized receipt with appropriate account numbers to the Finance Department. F. Monthly Statement. At the end of a billing cycle, the Finance Department will provide to Authorized Users a statement showi ng all transactions made during the billing cycle for which receipts/invoices have not already been turned into the Finance Department. Authorized Users are responsible to review and reconcile monthly credit card statements. Once reconciled , the Authorized User will attach the supporting detailed charge receipts and related invoices to the monthly credit card statement and turn it into the Finance Department within two (2) working days of receipt. Falsification of receipts will subject the employee to disciplinary action, up to and including termination of employment. The Finance Director reserves the right to review each credit card statement and determine if the expenses were purchased in accordance with the City policy . G. Disputed Charges. Authorized Users are responsible for ensuring that the vendor, the issuing bank, and the Finance Director are notified immediately of any disputed charges. Authorized Users will be responsible for resolving the disputed charge directly with the credit card company . H. Returned Items. If items purchased with the credit card are found defective or the repair or servic es faulty, the cardholder has the responsibility to return the item to the merchant for replacement or credit to the card. Cash refunds or store credit will not be permitted. I. Timely Payment. Based on the statement cycle date, the Finance Department will ensure timely payments. Credit card charges will be paid once reconciled by the Authorized Users and approved by the Finance Department. To avoid late fees and finance charges, the Finance Department reserves the option to pay all credit card charges, even if supporting documentation is not yet received. When subsequently received, the supporting documentation will be retroactively reconciled to the payment. J. Lost or Stolen Cards. Authorized Users are responsible for ensuri ng that the issuing bank and the Finance Department are notified immediately if the Resolution No . 2 01 9 -02 1 Purchasing a nd Contracting Policy Adopted: June 18, 2019 Page 16 of 26 card is lost or stolen. Failure to do so may result in holding the Authorized User responsible for any fraudulent use of the card. K. Disciplinary Action. The Human Resources Department is responsible for all disciplina r y action surrounding misuse of cards, including cancellation of card privileges. L. Surrender upon Request or Separation. The credit card will be immediately surrendered upon separation from City employment, retirement, termination or upon request of the City Manager. Use of the credit card for any purpose after its surrender is prohibited. FEDERALLY FUNDED PROCUREMENTS This section pertains to federal-funded projects and purchases . VII. GENERAL PROCUREMENT STANDARDS A. Code of Conduct. As representatives of the City, all employees are expected to conduct themselves in a professional and ethical manner, maintaini ng high standards of integrity and the use of good judgement. Employees are expected to be principled in their business interactions and act in good faith with individuals both inside and outside the City. The following Code of Conduct shall govern the performance, behavior and actions of the City, i ncluding employees, directors, appointed or elected officials, volunteers, or agents who are engaged in any aspect of procurement, including, but not limited to, purchasing goods and services, awarding contracts and grants, and the administration and supervision of contracts : 1. No employee, director, appointed or elected official, volunteer, or agent of the City shall participate in the selection , award , or administration of contracts supported by a federal award if a conflict of interest is real or apparent to a reasonable person . 2. Conflicts of interest may arise when any employee, officer, or agent of the City, any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of the parties indicated herein, has a real or apparent financial or other interest in or a tangible persona l benefit form a firm considered for the contract. 3. No employee, director, appointed or elected official, volunteer, or agent of the City shall do business with, award contracts to, or show favoritism toward a member of his or her immediate family, spouse's family, or to any company, vendor, contractor, or parties to subcontractors who either Resolution No . 2 01 9 -02 1 Purchasing a nd Contracting Policy Adopted: June 18, 2019 Page 17 of 26 employ or has any relationship to a family member; or award a contract or bid which violates the spirit or intent of federal, state and local procurement laws and policies established to maximize free and open competition among qualified vendors . 4. The City's employees, directors, appointed or elected officials, volunteers, or agents shall neither solicit nor accept gratuities, favors, gifts, consulting fees, trips, or anything having a monetary value in excess of twenty-five dollars ($25.00) from a vendor, potential vendor, family or employees of a vendor, contractor or parties to subcontractors. 5. Disciplina r y measures for violations of the Code of Conduct by employees, directors, appointed or elected officials, volunteers, or agents who are engaged in any aspect of procurement, including, but not limited to, purchasing goods and services, awarding contracts and grants, and the administration and supervision of contracts could result in disciplinary action, up to and including Dismissal , subject to the applicable due process as prescribed in the City's Personnel Policies and Procedures. B. Solicitation Procedures 1. Acquisition of unnecessary or duplicative items must be avoided. Consideration should be given to consolidating or dividing procurements to obtain a more economical purchase. When appropriate, an analysis will be made of lease versus purchase alternatives, and any other appropriate analysis to determine the most economical approach . 2. To foster greater economy and efficiency, and in accordance with efforts to promote cost-effective use of shared services, the City shall enter into state and local intergovernmental agreements or inter-entity agreements where appropriate for procurement or use of common or shared goods and services. 3. Procuring federal excess and surplus property in lieu of purchasing new equipment and property whenever such use is feasible and reduces project costs shall be utilized. 4. Value engineering clauses may be used in contracts for construction projects of sufficient size to offer reasonable opportunities for cost reductions. Value engineering is a syst ematic and creative analysis of each contract item or task to ensure that its essential function is provided at the overall lower cost. Resolution No . 2 01 9 -02 1 Purchasing a nd Contracting Policy Adopted: June 18, 2019 Page 18 of 26 5. Contracts shall only be awarded to responsible contractors possessing the ability to perform successfully under the terms and conditions of a proposed procurement. Consideration will be given to such matters as contractor integrity, compliance with public policy, record of past performance, and financial and technical resource s . 6. Records will be maintained sufficient to detail the history of procurement. These records will include, but are not necessarily limited to the following: rationale for the method of procurement, selection of contract type, contractor selection or rejection, and the basis for the contract price. The City Clerk will be the repository for said records and shall be maintai ned for period of no less than seven (7) years. 7. Time and material type contracts (open-ended) may be used only after a determination that no other contract is suitable. Time and material type contract means a contract where the cost to the City is the sum of the actual cost of materials and direct labor hours charged at fixed hourly rates that reflect wages, general and administrative expense, and profit. Each time and material contract will set a ceiling price that the contractor exceeds at its own risk . A higher degree of oversight is required in order to obtain reasonable assurance that the contractor is using effi cient methods and effective cost controls. 6. The City alone will be responsible, in accordance with good administrative practice and sound business judgment, for the settlement of all contractual and administrative issues arising out of procurements. These issues include, but are not limited to, source evaluation, protests, disputes, and claims. These standards do not relieve the City of any contractual responsibilities under its contracts. The federal awarding agency will not substitute its judgment for that of the City unless the matter is primarily a federal concern. Violations of law will be referred to the local, state, or federal authority having proper jurisdiction. C. Competition 1. All procurement transactions must be conducted in a manner providing full and open competition. In order to ensure objective contractor performance and eliminate unfair competitive advantage, contractors that develop or draft specifications, requirements, statements of work, and invitations for bids or requests for proposals will be excluded from competing for such procurements. Some of the situations considered to be restrictive of competition include, but are not limited to: Resolution No. 2019-021 Purchasing and Contracting Policy Adopted: June 18, 2019 Page 19 of 26 a. Placing unreasonable requirements on firms in order for them to qualify to do business; b. Requiring unnecessary experience and excessive bonding; c. Noncompetitive pricing practices between firms or between affiliated companies; d. Noncompetitive contracts to consultants that are on retainer contracts; e. Organizational conflicts of interest; f . Specifying only a brand name product instead of allowing an equal product to be offered and describing the performance or other relevant requirements of the procurement; and g. Any arbitrary action in the procurement process. 2. Procurements shall be conducted in a manner that prohibits the use of statutorily or administratively i mposed state or local geographical preferences in the evaluation of bids or proposals, except in those cases where applicable federal statutes expressly mandate or encourage geographic preference. Nothing in this section preempts state licensing laws. When contracting for architectural and engineering (A/E) services, geographic location may be a selection criterion provided its application leaves an appropriate number of qualified firms, given the nature and size of the project, to compete for the contract. 3. All solicitations will incorporate a clear and accurate description of the technical requirements for the material, product, or service to be procured. Such description must not, in competitive procurements, contain features which unduly restrict competition. The description may include a statement of the qualitative nature of the material, product or service to be procured and, when necessary, must set forth those minimum essential characteristics and standard to which it must conform if it is to satisfy its intended use. Detailed product specifications should be avoided if at all possible. When it is impractical or uneconomical to make a clear and accurate description of the technical requirements, a brand name or equivalent description may be used as a means to define the performance or other relevant requirements of procurement. The specific features of the named brand which must be met by offers must be clearly stated. 4. Bids and proposals shall identify all the requirements which the offerors must fulfill and all other factors to be used in evaluation bids or proposals D. Methods of Procurement. In addition to the City's purchasing policy approval limits, one of the following methods should be used: Resolution No . 2 01 9 -02 1 Purchasing a nd Contracting Policy Adopted: June 18, 2019 Page 20 of 26 1. Micro-purchase: Purchases where the aggregate dollar amount does not exceed $3,000, or the current limitation set by the Federal Acquisition Regulation at 48 CFR Subpart 2.1, where this threshold is periodically adjusted for inflation . 2. Small purchase: Purchases up to the Simplified Acquisition threshold, which is currently $150,000. Informal purchasing procedures are acceptable, but price or rate quotes must be obtained from an adequate number of sources. 3 . Sealed bid: Purchases over the Simplified Acquisition threshold, which is currently $150,000. Under this purchase method, formal solicitation is required, and the fixed price (lump sum or unit price) is awarded to the responsible bidder who conformed to all material terms and is the lowest in price. This method is the preferred procurement method for construction contracts, if the following conditions apply: a. A complete, adequate, and realistic specification or purchase description is available; b . Two or more responsible bidders are willing and able to compete effectively for the business, and, c . The procurement lends itself to a firm fixed price contract and the selection of the successful bi dder can be made principally based on price. If this method is used, the following requirements shall apply: d. The invitation for bids will be publicly advertised and bids must be solicited from an adequate number of known suppliers, providing them sufficient response time prior to the date for opening the bids; e. The invitation for bids, which will include any specifications and pertinent attachments, must define the terms or services in order for the bidder to properly respond; f. All bids will be publicly opened at the time and place prescribed in the invitation for bids; g. A firm fi x ed price contract award will be made in writing to the lowest responsive and responsible bidder. Where s pecified in bidding documents, factors such as discounts will only be used in determining which bid is lowest. Payment discounts will only be used to determine the low bid when prior experience indicates that such discounts are usually taken advantage of; and h . Any or all bids may be rejected if there is a sound documented reason . Resolution No . 2 01 9 -02 1 Purchasing a nd Contracting Policy Adopted: June 18, 2019 Page 2 1 of 26 4. Competitive proposals: Purchases over the Simplified Acquisition threshold, which is currently $150,000. This procurement method requires formal solicitation, fixed-price or cost-reimbursement contracts, and is used when sealed bids are not appropriate. The contra ct should be awarded to the responsible firm whose proposal is most advantageous to the program, with price being one of the various factors. If this method is used , the following requirements apply: a. Requests for proposals must be publicized and identify all evaluation factors and their relative importance. Any response to publicized requests for proposals must be considered to the maximum extent practical; b. Proposals must be solicited from an adequate number of qualified sources; c. The methods for conducting technical evaluations of the proposals received and for selecting reci pients may include, but not limited to: oral interviews, references, past performance, availability to perform work, and certifications as determined by project scope. d. Any response that takes ex ception to any mandatory items in this proposal process may be rejected and not considered; e. Contracts must be awarded to the responsible firm whose proposal is most advantageous to the program, with price and other factors considered; and, f. Competitive proposal procedures may be used for qualifications- based procurement of architectural/engineering (A/E) professional services whereby competitors' qualifications are evaluated, and the most qualified competitor is selected , subject to negotiation of fair and reasonable compensation. The method, where price is not used as a selection factor, can only be used in procurement of A/E professional services. It cannot be used to purchase other types of services, though A/E firms are a potential source to perform the proposed effort. 5. Noncompetitive proposals: Also known as sole-source procurement, this may be appropriate only when one or more of the following criteria are met: a . The item is available only from a single source; Resolution No . 2 01 9 -02 1 Purchasing a nd Contracting Policy Adopted: June 18, 2019 Page 22 of 26 b. The public emergency for the requirement will not permit a delay resulting from competitive solicitation; c. The Federal awarding agency or pass-through entity expressly authorizes noncompetitive proposals in response to a written request from the non-federal entity; or d. After solicitation of a number of sources, competition is determined inadequate. E. Contract Cost and Price. A cost or price analysis shall be performed in connection with every procurement action in excess of the Simplified Acquisition threshold ($150,000) including contract modifications. The method and degree of analysis is dependent on the facts surrounding the particular procurement situation, but as a starting point, independent estimates shall be made prior to receiving bids and proposals. 1. Profit shall be negotiated as a separate element of the price for each contract in which there is a no price competition and, in all cases, where cost analysis is performed. To establis h a fair and reasonable profit, consideration must be given to the complexity of the work to be performed, the risk borne by the contractor, the contractor's investment, the amount of subcontracting, the quality of its record of past performance, and industry profit rates in the surroundi ng geographical area for similar work. 2. Costs or prices based on estimated costs for contracts under the federal award are allowable only to the extent that costs incurred or cost estimates included in negotiated prices would be allowable for the City under Subpart E-Cost Pri nciples of Part 200-Uniform Administr ative Requirements, Cost Principles, and Audit Requirements for Federal Awards. 3. The cost plus a percentage of cost and percentage of construction cost methods of contracting shall be used. F. Federal Awarding Agency or Pass-Through Entity Review. 1. The City shall make available, upon request of the federal awarding agency or pass-through entity, technical specifications on proposed procurements where the federal awarding agency or pass-through entity believes such review is needed to ensure that the item or service specified is the one being proposed for acquisition. This review generally will take place prior to the time the specification is incorporated into a solicitation document. However, if the Resolution No. 2019-021 Purchasing and Contracting Policy Adopted: June 18, 2019 Page 23 of 26 City desires to have the review accomplished after a solicitation has been developed, the Federal awarding agency or pass-through entity may still review the specifications, with such review usually limited to the technical aspects of the proposed purchase. 2. The City will make available upon request, for the Federal awarding agency or pass-through entity pre-procurement review, procurement documents, such as requests for proposals or invitations for bids, or independent cost estimates, when: a. Procurement procedures or operations fails to comply with the procurement standards in this part; b. The procurement is expected to exceed the Simplified Acquisition Threshold ($150,000) and is to be awarded without competition or only one bid or offer is received in response to a solicitation; c. The procurement, which is expected to exceed the Simplified Acquisition Threshold, specifies a "brand name" product; d. The proposed contract is more than the Simplified Acquisition Threshold and is to be awarded to other than the apparent low bidder under a sealed bid procurement; or e. A proposed contract modification changes the scope of a contract or increases the contract amount by more than the Simplified Acquisition Threshold. 3. The City is exempt from the pre-procurement rev iew in paragraph 2 of this section if the federal awarding agency or pass-through entity determines that its procurement systems comply with the standards of this part. 4. The City may request that its procurement system be reviewed by the federal awarding agency or pass-through entity to determine whether its system meets these standards in order for its system to be certified. Generally, these reviews must occur where there is continuous high-dollar funding , and th ird-party contracts are awarded on a regular basis; 5. The City may self-certify its procurement system. Such self-certification must not limit the federal awarding agency's right to survey the system. Under a self-certification procedure, the federal awarding agency may rely on written assurances from the City that it is complying with these standards. The City must cite specific policies, procedures, regulations, or standards as being in compliance with these requirements and have its system available for review. G. Bonding Requirements. For construction or facility improvement contracts or subcontracts exceeding the Simplified Acquisition Threshold Resolution No . 2 01 9 -02 1 Purchasing a nd Contracting Policy Adopted: June 18, 2019 Page 24 of 26 ($150,000), the federal awarding or pass-through entity may accept the bonding policy and requirements of the City provided that the federal awarding agency or pass-through entity has made a determination that the federal interest is adequately protected . If such a determination has not been made, the minimum requirements must be as follows: 1. A bid guarantee from each bidder equivalent to five percent (5%) of the bid price. The bid guarantee must consist of a firm commitment such as a bid bond, certified check, or other negotiable instrument accompanying a bid as assurance that the bidder will, upon acceptance of the bid , execute such contractual documents as may be required within the time specified; 2. A performance bond on the part of the contractor for 100 percent (100%) of the contract price. A performance bond is one executed in connection with a contract to secure fulfillment of all the contractor's obligations under such contract; and, 3. A payment bond on the part of the contractor for 100 percent (100%) of the contract price. A payment bond is one executed in connection with a contract to assure payment as required by law of all persons supplying labor and material in the execution of the work provided for in the contract. H. Contract Provisions. All federal funding source compliance provisions shall include the following: 1. Equal Employment Opportunity-All contracts , when funded in whole or partly by monies derived from the federal government ( either directly or indirectly), shall contain a provision requiring compliance with Equal Employment Opportunity. 2. Davis-Bacon Act-Applies to construction contracts in excess of $2,000. It requires contracts to pay laborers and mechanics wages not less than the prevailing wage as determined by the Secretary of Labor and must be required to pay wages not less than once a week . Each bid solicitation published by the City must contain the current prevailing wage determination . Any award of the contract must be conditioned on contractor's acceptance of that wage determination and suspected or reported violations of this act shall be immediately reported to the Federal awarding agency . 3. Copeland "Anti-Kickback" Act-Applies to construction contracts in excess of $2,000. It prohibits kickbacks in construction contracts funded with Federal monies. Contractors and subcontractors or subrecipients shall be prohibited from inducing any person employed in the construction , completion , or repair Resolution No . 2 01 9 -02 1 Purchasing a nd Contracting Policy Adopted: June 18, 2019 Page 2 5 of 26 of public work, to give up any part of the compensation to which he or she is otherwise entitled and suspected or reported violations shall be immediately reported to the Federal awarding agency. 4. Clean Air Act & Federal Water Pollution Control Act-Applies to contracts and sub grants in excess of $150,000 . Contractor shall be required to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act and the Federal Water Pollution Control Act. Suspected or reported violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). 5. Debarment and Suspension-Contracts funded with federal grant monies may not be awarded to contractors that have been debarred or s uspended from r eceiving federal monies pursuant to the System for Award Management (SAM). 6. Byrd Anti-Lobbying Amendment-Contractors that apply or bid for an award of $100,000 must certify that they will not and have not used federal funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award . I. Contracting with small and minority business, women's business enterprises, and labor surplus area firms. All necessary affirmative steps will be taken to assure that minority business, women's business enterprises, and labor surplus area firms are used when possible . Affirmative steps include: 1. Placing qualified small and minority businesses and women's business enterprises on solicitation lists; 2. Assuring that small and minority businesses and women's business enterprises are solicited whenever they are potential sources; 3. Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses and women 's business enterprises; 4. Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses and women 's business enterprises; Resolution No. 2019-021 Purchasing and Contracting Policy Adopted: June 18, 2019 Page 26 of 26 5. Using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce; and, 6. Requiring the prime contractor, if subcontracts are to be let, to take the affirmative steps listed in paragraphs (1) through (5) of th is section. ACTIVITY LOG (ICS 214) - MODIFIED FOR FIELD STAFF 1. Incident Name:2. Operational Period: Date From:_______________ Date To: _________________ Time From:_______________ Time To:_________________ 3. Name of Crew Leader:4.Assignment:5.City Department: 6.Resources Assigned: VEHICLE Start of Shift End of Shift 1. Vehicle/Equipment Vehicle Number, Make and Model Mileage/Hours 1 2 Condition/Damage: 1 2 2. Vehicle/Equipment Vehicle Number, Make and Model Mileage/Hours 1 2 Condition/Damage: 1 2 MATERIALS Description of materials Purpose of Materials City Equip Rented Donated Vendor PO # Hrs Miles 8. Prepared by: Name:__________ Position/Title: ____________________ Signature: ______________________________ ICS 214, Page 1 of __ Date: ______________________________ Time: _________________ ATTACHMENT 3 ACTIVITY LOG (ICS 214) - MODIFIED FOR FIELD STAFF 1. Incident Name: 2. Operational Period: Date From:________________ Date To:_______________ Time From:________________ Time To:_______________ 3. Employee Name: 4. Assignment: 5. City Department Police PERSONNEL Crew Member Names City Position Straight Time (hours) Overtime (hours) NOTES **Notes: Other Equipment (any specialty equipment that is not a vehicle because of assignment): Notes *Please attach any accident or personnel work related injury reports 7. Activity Log: Start Time Stop Time Mileage Location/ Address Incident # Disaster Related Problem (please clearly indicate the number of hours if a vehicle is used as a barricade) Corrective Actions Taken 8. Prepared by: Name: ____________________________ Position/Title: ____________________ Signature: _____________________________ ICS 214, Page 2 of ___ Date: ______________________________ Time: _________________ ACTIVITY LOG (ICS 214) - MODIFIED FOR FIELD STAFF 1. Incident Name: 2. Operational Period: Date From: _______________ Date To: _______________ Time From: _______________ Time To: _______________ 3. Employee Name: 4. Assignment: 5. City Department Streets 7. Activity Log (continuation): Start Time Stop Time Mileage Location/ Address Incident # Disaster Related Problem (please clearly indicate the number of hours if a vehicle is used as a barricade) Corrective Actions Taken 8. Prepared by: Name: __________Position/Title: ____________ _____ Signature: ______________________________ ICS 214, Page 3 of ___ Date: ______________________________ Time: _________________