HomeMy WebLinkAbout5679 - aCONTRACT SERVICES AGREEMENT
Administrative Citation Processing Services
THIS CONTRACT SERVICES AGREEMENT ( "Agreement") is entered into, and
effective on u l (p , 2011, between the CITY OF PALM SPRINGS, a California
charter city and municipal corporation, ("City") and Data Ticket, Inc., a California Corporation,
("Contractor"). City and Contractor are individually referred to as "Party" and are collectively
referred to as the "Parties".
RECITALS
A. City has determined that there is a need for administrative citation processing
service for the City's Building, Safety, Code Enforcement, Police, Fire and Vacation Rental
Compliance Departments ("Project").
B. Contractor has submitted to City a proposal to provide administrative citation
processing services to City for the Project under the terms of this Agreement.
C. Contractor is qualified by virtue of its experience, training, education, reputation,
and expertise to provide these services and has agreed to provide such services as provided in
this Agreement.
D. City desires to retain Contractor to provide such contract services.
In consideration of these promises and mutual obligations, covenants, and conditions, the
Parties agree as follows:
AGREEMENT
1. SERVICES OF CONTRACTOR
1.1 Scone of Services. In compliance with all terms and conditions of this
Agreement, Contractor agrees to perform the contract services set forth in the Scope of Services
described in Exhibit "A" (the "Services" or "Work") , which is attached and incorporated by
reference. As a material inducement to the City entering into this Agreement, Contractor
represents and warrants that Contractor is a provider of first class work and contract services and
that Contractor is experienced in performing the Work and Services contemplated and, in light of
such status and experience, Contractor covenants that it shall follow the highest contract
standards in performing the Work and Services required in this Agreement. For purposes of this
Agreement, the phrase "highest contract standards" shall mean those standards of practice
recognized as high quality among well -qualified and experienced contracts performing similar
work under similar circumstances.
1.2 Contract Documents. The Agreement between the Parties shall consist of the
following: (1) this Agreement; (2) the Scope of Services; (3) the City's Request for Proposals;
and, (4) the Contractor's signed, original proposal submitted to the City ("Contractor's
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Proposal"), (collectively referred to as the "Contract Documents"). The City's Request for
Proposals and the Contractor's Proposal, which are both attached as Exhibits "B" and "C",
respectively, are incorporated by reference and are made a part of this Agreement. The Scope of
Services shall include the Contractor's Proposal. All provisions of the Scope of Services, the
City's Request for Proposals and the Contractor's Proposal shall be binding on the Parties.
Should any conflict or inconsistency exist in the Contract Documents, the conflict or
inconsistency shall be resolved by applying the provisions in the highest priority document,
which shall be determined in the following order of priority: (1s) the provisions of the Scope of
Services (Exhibit "A"); (2nd) the provisions of the City's Request for Proposal (Exhibit `B");
(3'd) the terms of this Agreement; and, (4th) the provisions of the Contractor's Proposal (Exhibit
"C„ ).
1.3 Compliance with Law. Contractor warrants that all Services rendered shall be
performed in accordance with all applicable federal, state, and local laws, statutes, ordinances
lawful orders, rules, and regulations.
1.4 _Licenses, Permits, Fees, and Assessments. Contractor represents and warrants
to City that it has obtained all licenses, permits, qualifications, and approvals of whatever nature
that are legally required to practice its profession and perform the Work and Services required by
this Agreement. Contractor represents and warrants to City that Contractor shall, at its sole cost
and expense, keep in effect at all times during the term of this Agreement, any license, permit,
qualification, or approval that is legally required for Contractor to perform the Work and
Services under this Agreement. Contractor 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 Contractor's performance of the Work and Services required
by this Agreement. Contractor shall indemnify, defend, and hold harmless City against any such
fees, assessments, taxes penalties, or interest levied, assessed, or imposed against City to the
fullest extent permitted by law.
1.5 Familiarity with Work. By executing this Agreement, Contractor warrants that
Contractor (a) has thoroughly investigated and considered the Scope of Services to be performed,
(b) has carefully considered how the Services should be performed, and (c) fully understands the
facilities, difficulties, and restrictions attending performance of the Services under this
Agreement. If the Services involve work upon any site, Contractor warrants that Contractor has
or will investigate the site and is or will be fully acquainted with the conditions there existing,
prior to commencement of any Services. Should the Contractor discover any latent or unknown
conditions that will materially affect the performance of the Services, Contractor shall
immediately inform the City of such fact and shall not proceed except at Contractor's risk until
written instructions are received from the City.
1.6 Care of Work. Contractor shall adopt reasonable methods during the term of the
Agreement to furnish continuous protection to the Work and the equipment, materials, papers,
documents, plans, studies, and/or other components to prevent losses or damages. Contractor
shall be responsible for all such damages, to persons or property, until acceptance of the Work by
the City, except such losses or damages as may be caused by City's own negligence.
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1.7 Further Responsibilities of Parties. Parties agree to use reasonable care and
diligence to perform their respective obligations under this Agreement. Parties agree to act in
good faith to execute all instruments, prepare all documents, and take all actions as may be
reasonably necessary to carry out the purposes of this Agreement.
1.8 Additional Services. City shall have the right at any time during the performance
of the Services, without invalidating this Agreement, to order extra work beyond that specified in
the Scope of Services or make changes by altering, adding to, or deducting from such Work. No
such extra work may be undertaken unless a written order is first given by the City to the
Contractor, incorporating any adjustment in (i) the Maximum Contract Amount, as defined
below, and/or (ii) the time to perform this Agreement. Any adjustments must also be approved
in writing by the Contractor. Any increase in compensation of up to twenty-five percent (25%)
of the Maximum Contract Amount or $25,000, whichever is less, or in the time to perform of up
to thirty (30) days, may be approved by the City Manager, or his designee, as may be needed to
perform any extra work. Any greater increases, occurring either separately or cumulatively,
must be approved by the Palm Springs City Council. It is expressly understood by Contractor
that the provisions of this section shall not apply to the services specifically set forth or
reasonably contemplated within the Scope of Services.
2. COMPENSATION
2.1 Maximum Contract Amount. For the Services rendered under this Agreement,
Contractor shall be compensated by City in accordance with the Schedule of Compensation,
which is attached as Exhibit "D" and incorporated in this Agreement by reference.
Compensation shall be a the Unit Prices provided herein and is estimated at $31,700 per year
(not including postage) as the ("Maximum Contract Amount"), except as may be provided under
Section 1.8. The method of compensation shall be as set forth in Exhibit "D." Compensation for
necessary expenditures for reproduction costs, telephone expenses, and transportation expenses
must be approved in advance by the Contract Officer designated under Section 4.2 and will only
be approved if such expenses are also specified in the Schedule of Compensation. The
Maximum Contract Amount shall include the attendance of Contractor at all Project meetings
reasonably deemed necessary by the City. Contractor shall not be entitled to any increase in the
Maximum Contract Amount for attending these meetings. Contractor accepts the risk that the
services identified in the Scope of Services may be more costly and/or time-consuming than
Contractor anticipates, that Contractor shall not be entitled to additional compensation, and that
the provisions of Section 1.8 shall not be applicable to the services identified in the Scope of
Services. The maximum amount of city's payment obligation under this section is the amount
specified in this Agreement. If the City's maximum payment obligation is reached before the
Contractor's Services under this Agreement are completed, Contractor shall complete the Work
and City shall not be liable for payment beyond the Maximum Contract Amount.
2.2. Method of Payment. Unless another method of payment is specified in the
Schedule of Compensation (Exhibit "D'), in any month in which Contractor wishes to receive
payment, Contractor shall submit to the City an invoice for services rendered prior to the date of
the invoice. The invoice shall be in a form approved by the City's Finance Director and must be
submitted no later than the tenth (10) working day of such month. Such requests shall be based
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upon the amount and value of the services performed by Contractor and accompanied by such
reporting data including an itemized breakdown of all costs incurred and tasks performed during
the period covered by the invoice, as may be required by the City. City shall use reasonable
efforts to make payments to Contractor within forty-five (45) days after receipt of the invoice or
as soon as is reasonably practical. There shall be a maximum of one payment per month.
2.3 Changes in Scope. In the event any change or changes in the Scope of Services
is requested by City, Parties shall execute a written amendment to this Agreement, specifying all
proposed amendments, including, but not limited to, any additional fees. An amendment may be
entered into:
A. To provide for revisions or modifications to documents, work product, or
work, when required by the enactment or revision of any subsequent law; or
B. To provide for additional services not included in this Agreement or not
customarily furnished in accordance with generally accepted practice in Contractor's profession.
2.4 _Appropriations. This Agreement is subject to and contingent upon funds being
appropriated by the City Council for each fiscal year covered by the Agreement. If such
appropriations are not made, this Agreement shall automatically terminate without penalty to the
City.
3. SCHEDULE OF PERFORMANCE
3.1 Time of Essence. Time is of the essence in the performance of this Agreement.
The time for completion of the services to be performed by Contractor is an essential condition
of this Agreement. Contractor shall prosecute regularly and diligently the Work of this
Agreement according to the agreed upon attached Schedule of Performance (Exhibit "E"),
incorporated by reference.
3.2 Schedule of Performance. Contractor shall commence the Services under this
Agreement upon receipt of a written notice to proceed and shall perform all Services within the
time period(s) established in the Schedule of Performance. When requested by Contractor,
extensions to the time period(s) specified in the Schedule of Performance may be approved in
writing by the Contract Officer, but such extensions shall not exceed one hundred eighty (180)
days cumulatively; however, the City shall not be obligated to grant such an extension.
3.3 Force Maieure. The time period(s) specified in the Schedule of Performance for
performance of the Services rendered under this Agreement shall be extended because of any
delays due to unforeseeable causes beyond the control and without the fault or negligence of the
Contractor (financial inability excepted) if Contractor, within ten (10) days of the
commencement of such delay, notifies the Contract Officer in writing of the causes of the delay.
Unforeseeable causes include, but are not limited to, acts of God or of the public enemy,
unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots,
strikes, freight embargoes, wars, and/or acts of any governmental agency, including the City.
The City Manager shall ascertain the facts and the extent of delay, and extend the time for
performing the Services for the period of the enforced delay when and if in the judgment of the
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City Manager such delay is justified. The City Manager's determination shall be final and
conclusive upon the Parties to this Agreement. In no event shall Contractor be entitled to
recover damages against the City for any delay in the performance of this Agreement, however
caused, Contractor's sole remedy being extension of the Agreement under this section.
3.4 Term. Unless earlier terminated under this Agreement, this Agreement shall
commence upon the effective date of this Agreement and continue in full force and effect until
completion of the Services. However, the term shall not exceed three (3) years from the
commencement date, with two additional 1 year renewal options subject to a CPI adjustment,
except as otherwise provided in the Schedule of Performance described in Section 3.2 above.
Any extension must be through mutual written agreement of the Parties.
3.5 Termination Prior to Expiration of Term. City may terminate this Agreement
for its convenience at any time, without cause, in whole or in part, upon giving Contractor thirty
(30) days written notice. Where termination is due to the fault of Contractor and constitutes an
immediate danger to health, safety, and general welfare, the period of notice shall be such shorter
time as may be determined by the City. Upon such notice, City shall pay Contractor for Services
performed through the date of termination. Upon receipt of such notice, Contractor shall
immediately cease all work under this Agreement, unless stated otherwise in the notice or by
written authorization of the Contract Officer. After such notice, Contractor shall have no further
claims against the City under this Agreement. Upon termination of the Agreement under this
section, Contractor shall submit to the City an invoice for work and services performed prior to
the date of termination. Contractor may terminate this Agreement, with or without cause, upon
sixty (60) days written notice to the City, except that where termination is due to material default
by the City, the period of notice may be such shorter time as the Contractor may determine.
4. COORDINATION OF WORK
4.1 Representative of Contractor. The following principal of Contractor is
designated as being the principal and representative of Contractor authorized to act in its behalf
and make all decisions with respect to the Services to be performed under this Agreement: Brook
Westcott, Chief Operating Officer. It is expressly understood that the experience, knowledge,
education, capability, expertise, and reputation of the foregoing principal is a substantial
inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be
responsible during the term of this Agreement for directing all activities of Contractor and
devoting sufficient time to personally supervise the services performed hereunder. The
foregoing principal may not be changed by Contractor without prior written approval of the
Contract Officer.
4.2 Contract Officer. The Contract Officer shall be the City Manager or his/her
designee ("Contract Officer"). Contractor shall be responsible for keeping the Contract Officer
fully informed of the progress of the performance of the services. Contractor shall refer any
decisions that must be made by City to the Contract Officer. Unless otherwise specified, any
approval of City shall mean the approval of the Contract Officer.
4.3 Prohibition Against Subcontracting or Assignments. The experience,
knowledge, capability, expertise, and reputation of Contractor, its principals and employees,
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720669.1
were a substantial inducement for City to enter into this Agreement. Therefore, Contractor shall
not assign full or partial performance of this Agreement, nor any monies due, voluntarily or by
operation of law, without the prior written consent of City. Contractor shall not contract with
any other entity to perform the Services required under this Agreement without the prior written
consent of City. If Contractor is permitted to subcontract any part of this Agreement by City,
Contractor shall be responsible to City for the acts and omissions of its subcontractor(s) in the
same manner as it is for persons directly employed. Nothing contained in this Agreement shall
create any contractual relationships between any subcontractor and City. All persons engaged in
the Work will be considered employees of Contractor. City will deal directly with and will make
all payments to Contractor. In addition, neither this Agreement nor any interest in this
Agreement may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or
by operation of law, whether for the benefit of creditors or otherwise, without the prior written
consent of City. Transfers restricted in this Agreement 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 Contractor, taking all transfers into account on a cumulative basis.
In the event of any such unapproved transfer, including any bankruptcy proceeding, this
Agreement shall be void. No approved transfer shall release Contractor or any surety of
Contractor from any liability under this Agreement without the express written consent of City.
4.4 Independent Contractor. The legal relationship between the Parties is that of an
independent contractor, and nothing shall be deemed to make Contractor a City employee.
A. During the performance of this Agreement, Contractor and its officers,
employees, and agents shall act in an independent capacity and shall not act or represent
themselves as City officers or employees. The personnel performing the Services under this
Agreement on behalf of Contractor shall at all times be under Contractor's exclusive direction
and control. Neither City nor any of its officers, employees, or agents shall have control over the
conduct of Contractor or any of its officers, employees, or agents, except as set forth in this
Agreement. Contractor, its officers, employees, or agents shall not maintain an office or any
other type of fixed business location at City's offices. City shall have no voice in the selection,
discharge, supervision, or control of Contractor's employees, servants, representatives, or agents,
or in fixing their number, compensation, or hours of service. Contractor shall pay all wages,
salaries, and other amounts due its employees in connection with this Agreement and shall be
responsible for all reports and obligations respecting them, including but not limited to social
security income tax withholding, unemployment compensation, workers' compensation, and
other similar matters. City shall not in any way or for any purpose be deemed to be a partner of
Contractor in its business or otherwise a joint venturer or a member of any joint enterprise with
Contractor.
B. Contractor shall not have any authority to bind City in any manner. This
includes the power to incur any debt, obligation, or liability against City.
C. No City benefits shall be available to Contractor, its officers, employees,
or agents in connection with any performance under this Agreement. Except for contract fees
paid to Contractor as provided for in this Agreement, City shall not pay salaries, wages, or other
compensation to Contractor for the performance of Services under this Agreement. City shall
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720669]
not be liable for compensation or indemnification to Contractor, its officers, employees, or
agents, for injury or sickness arising out of performing Services. If for any reason any court or
governmental agency determines that the City has financial obligations, other than under Section
2 and Subsection 1.8 in this Agreement, of any nature relating to salary, taxes, or benefits of
Contractor's officers, employees, servants, representatives, subcontractors, or agents, Contractor
shall indemnify City for all such financial obligations.
5. INSURANCE
5.1 Tyues of Insurance. Contractor shall procure and maintain, at its sole cost and
expense, the insurance described below. The insurance shall be for the duration of this
Agreement and includes any extensions, unless otherwise specified in this Agreement. The
insurance shall be procured in a form and content satisfactory to City. The insurance shall apply
against claims which may arise from the Contractor's performance of Work under this
Agreement, including Contractor's agents, representatives, or employees. In the event the City
Manager determines that the Work or Services to be performed under this Agreement creates an
increased or decreased risk of loss to the City, the Contractor agrees that the minimum limits of
the insurance policies may be changed accordingly upon receipt of written notice from the City
Manager or his designee. Contractor shall immediately substitute any insurer whose A.M. Best
rating drops below the levels specified in this Agreement. Except as otherwise authorized below
for contract liability (errors and omissions) insurance, all insurance provided under this
Agreement shall be on an occurrence basis. The minimum amount of insurance required shall be
as follows:
A EFFer-s and 0—missions I (Waived, not applicable*) Contractor
shall obtain and maintain in full force and effect throughout the term of this Agreement, standard
industry form contract liability (errors and omissions) insurance coverage in an amount of not
less than one million dollars ($1,000,000.00) per occurrence and two -million dollars
($2,000,000.00) annual aggregate, in accordance with the provisions of this section.
(1) Contractor shall either: (a) certify in writing to the City that
Contractor is unaware of any contract liability claims made against Contractor and is unaware of
any facts which may lead to such a claim against Contractor; or (b) if Contractor does not
provide the certification under (a), Contractor shall procure from the contract liability insurer an
endorsement providing that the required limits of the policy shall apply separately to claims
arising from errors and omissions in the rendition of services under this Agreement.
(2) If the policy of insurance is written on a "claims made" basis, the
policy shall be continued in full force and effect at all times during the term of this Agreement,
and for a period of three (3) years from the date of the completion of the Services provided
hereunder. In the event of termination of the policy during this period, Contractor shall obtain
continuing insurance coverage for the prior acts or omissions of Contractor during the course of
performing Services under the terms of this Agreement. The coverage shall be evidenced by
either a new policy evidencing no gap in coverage, or by obtaining separate extended "tail"
coverage with the present or new carrier or other insurance arrangements providing for complete
coverage, either of which shall be subject to the written approval by the City Manager.
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720669.1
(3) In the event the policy of insurance is written on an "occurrence"
basis, the policy shall be continued in full force and effect during the term of this Agreement, or
until completion of the Services provided for in this Agreement, whichever is later. In the event
of termination of the policy during this period, new coverage shall immediately be obtained to
ensure coverage during the entire course of performing the Services under the terms of this
Agreement.
B. Workers' Compensation Insurance. Contractor shall obtain and maintain,
in full force and effect throughout the term of this Agreement, workers' compensation insurance
in at least the minimum statutory amounts, and in compliance with all other statutory
requirements, as required by the State of California. Contractor agrees to waive and obtain
endorsements from its workers' compensation insurer waiving subrogation rights under its
workers' compensation insurance policy against the City and to require each of its
subcontractors, if any, to do likewise under their workers' compensation insurance policies. If
Contractor has no employees, Contractor shall complete the City's Request for Waiver of
Workers' Compensation Insurance Requirement form.
C. Commercial General Liability Insurance. Contractor shall obtain and
maintain, in full force and effect throughout the term of this Agreement, a policy of commercial
general liability insurance written on a per occurrence basis with a combined single limit of at
least one million dollars ($1,000,000.00) and two million dollars ($2,000,000.00) general
aggregate for bodily injury and property damage including coverages for contractual liability,
personal injury, independent contractors, broad form property damage, products and completed
operations.
D. Business Automobile Insurance. Contractor shall obtain and maintain, in
full force and effect throughout the term of this Agreement, a policy of business automobile
liability insurance written on a per occurrence basis with a single limit liability in the amount of
one million dollars ($1,000,000.00) bodily injury and property damage. The policy shall include
coverage for owned, non -owned, leased, and hired cars.
E. Employer Liability Insurance. Contractor shall obtain and maintain, in
full force and effect throughout the term of this Agreement, a policy of employer liability
insurance written on a per occurrence basis with a policy limit of at least one million dollars
($1,000,000.00) for bodily injury or disease.
5.2 Deductibles and Self -Insured Retentions. Any deductibles or self -insured
retentions must be declared to and approved by the City Manager or his/her designee prior to
commencing any work or services under this Agreement. Contractor guarantees payment of all
deductibles and self -insured retentions. City reserves the right to reject deductibles or self -
insured retentions in excess of $10,000, and the City Manager or his/her designee may require
evidence of pending claims and claims history as well as evidence of Contractor's ability to pay
claims for all deductible amounts and self -insured retentions proposed in excess of $10,000.
5.3 Other Insurance Requirements. The following provisions shall apply to the
720669.1 $ Revised: 1/31/18
insurance policies required of Contractor under this Agreement:
5.3.1 For any claims related to this Agreement, Contractor's coverage shall be
primary insurance with respect to the City and its officers, council
members, officials, employees, agents, and volunteers. Any insurance or
self-insurance maintained by the City and its officers, council members,
officials, employees, agents, and volunteers shall be in excess of
Contractor's insurance and shall not contribute with it.
5.3.2 Any failure to comply with reporting or other provisions of the policies,
including breaches of warranties, shall not affect coverage provided to
City and its officers, council members, officials, employees, agents, and
volunteers.
5.3.3 All insurance coverage and limits provided by Contractor and available or
applicable to this Agreement are intended to apply to each insured,
including additional insureds, against whom a claim is made or suit is
brought to the full extent of the policies. Nothing contained in this
Agreement or any other agreement relating to the City or its operations
shall limit the application of such insurance coverage.
5.3.4 No required insurance coverages may include any limiting endorsement
which substantially impairs the coverages set forth in this Agreement (e.g.,
elimination of contractual liability or reduction of discovery period),
unless the endorsement has first been submitted to the City Manager and
approved in writing.
5.3.5 Contractor agrees to require its insurer to modify insurance endorsements
to delete any exculpatory wording stating that failure of the insurer to mail
written notice of cancellation imposes no obligation, or that any party will
"endeavor" (as opposed to being required) to comply with the
requirements of the endorsements. Certificates of insurance will not be
accepted in lieu of required endorsements, and submittal of certificates
without required endorsements may delay commencement of the Project.
It is Contractor's obligation to ensure timely compliance with all insurance
submittal requirements as provided in this Agreement.
5.3.6 Contractor agrees to ensure that subcontractors, and any other parties
involved with the Project who are brought onto or involved in the Project
by Contractor, provide the same minimum insurance coverage required of
Contractor. Contractor 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. Contractor agrees that
upon request, all agreements with subcontractors and others engaged in
the Project will be submitted to the City for review.
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5.3.7 Contractor acknowledges and agrees that any actual or alleged failure on
the part of the City to inform Contractor of non-compliance with any
insurance requirement in no way imposes any additional obligations on the
City nor does it waive any rights in this or any other regard.
5.3.8 Contractor shall provide proof that policies of insurance required in this
Agreement, 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. Endorsements as required in this Agreement
applicable to the renewing or new coverage shall be provided to City no
later than ten (10) days prior to expiration of the lapsing coverage.
5.3.9 Requirements of specific insurance coverage features or limits contained
in this section are not intended as limitations on coverage, limits, or other
requirements, or 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.
5.3.10 The requirements in this section supersede all other sections and
provisions of this Agreement to the extent that any other section or
provision conflicts with or impair the provisions of this section.
5.3.11 Contractor agrees to provide immediate notice to City of any claim or loss
against Contractor arising out of the Work performed under this
Agreement and for any other claim or loss which may reduce the
insurance available to pay claims arising out of 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, or to reduce or dilute insurance available for
payment of potential claims.
5.3.12 Contractor agrees that the provisions of this section shall not be construed
as limiting in any way the extent to which the Contractor may be held
responsible for the payment of damages resulting from the Contractor's
activities or the activities of any person or person for which the Contractor
is otherwise responsible.
5.4 Sufficiency of Insurers. Insurance required in this Agreement shall be provided
by authorized insurers in good standing with the State of California. Coverage shall be provided
by insurers admitted in the State of California with an A.M. Best's Key Rating of B++, Class
VII, or better, unless such requirements are waived in writing by the City Manager or his
designee due to unique circumstances.
5.5 Verification of Coverage. Contractor shall furnish City with both certificates of
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720669.1
insurance and endorsements, including additional insured endorsements, affecting all of the
coverages required by this Agreement. The certificates and endorsements are to be signed by a
person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be
received and approved by the City before work commences. City reserves the right to require
Contractor's insurers to provide complete, certified copies of all required insurance policies at
any time. Additional insured endorsements are not required for Errors and Omissions and
Workers' Compensation policies.
Verification of Insurance coverage may be provided by: (1) an approved General and/or
Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of
Liability Insurance Coverage with an approved Additional Insured Endorsement with the
following endorsements stated on the certificate:
1. "The City of Palm Springs, its officials, employees, and agents are named as an
additional insured... " ("as respects City of Palm Springs Contract No. or 'for any and all
work performed with the City" may be included in this statement).
2. "This insurance is primary and non-contributory over any insurance or self-
insurance the City may have..." ("as respects City of Palm Springs Contract No. or ' for any
and all work performed with the City" may be included in this statement).
3. "Should any of the above described policies be canceled before the expiration
date thereof, the issuing company will mail 30 days written notice to the Certificate Holder
named." Language such as, "endeavor to" mail and "but failure to mail such notice shall impose
no obligation or liability of any kind upon the company, its agents or representative" is not
acceptable and must be crossed out.
4. Both the Workers' Compensation and Employers' Liability policies shall contain
the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees,
agents, and volunteers.
In addition to the endorsements listed above, the City of Palm Springs shall be named the
certificate holder on the policies. All certificates of insurance and endorsements are to be
received and approved by the City before work commences. All certificates of insurance must
be authorized by a person with authority to bind coverage, whether that is the authorized
agent/broker or insurance underwriter. Failure to obtain the required documents prior to the
commencement of work shall not waive the Contractor's obligation to provide them.
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6. INDEMNIFICATION
6.1 Indemnification and Reimbursement. To the fullest extent permitted by
law, Contractor shall defend (at Contractor's sole cost and expense), indemnify, protect, and hold
harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the
"Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands,
losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties,
and expenses including legal costs and attorney fees (collectively "Claims"), including but not
limited to Claims arising from injuries to or death of persons (Contractor's employees included),
for damage to property, including property owned by City, from any violation of any federal,
state, or local law or ordinance, and from errors and omissions committed by Contractor, its
officers, employees, representatives, and agents, that arise out of or relate to Contractor's
performance under this Agreement. This indemnification clause excludes Claims arising from
the sole negligence or willful misconduct of the City, its elected officials, officers, employees,
agents, and volunteers. Under no circumstances shall the insurance requirements and limits set
forth in this Agreement be construed to limit Contractor's indemnification obligation or other
liability under this Agreement. Contractor's indemnification obligation shall survive the
expiration or earlier termination of this Agreement until all actions against the Indemnified
Parties for such matters indemnified are fully and finally barred by the applicable statute of
limitations or, if an action is timely filed, until such action is final. This provision is intended for
the benefit of third party Indemnified Parties not otherwise a party to this Agreement.
6.2 Desi!n Contract Services Indemnification and Reimbursement. If the
Agreement is determined to be a "design contract services agreement" and Contractor is a
"design contract" under California Civil Code Section 2782.8, then:
A. To the fullest extent permitted by law, Contractor shall indemnify, defend
(at Contractor's sole cost and expense), protect and hold harmless City and its elected officials,
officers, employees, agents and volunteers and all other public agencies whose approval of the
project is required, (individually "Indemnified Party'; collectively "Indemnified Parties") against
any and all liabilities, claims, judgments, arbitration awards, settlements, costs, demands, orders
and penalties (collectively "Claims"), including but not limited to Claims arising from injuries or
death of persons (Contractor's employees included) and damage to property, which Claims arise
out of, pertain to, or are related to the negligence, recklessness or willful misconduct of
Contractor, its agents, employees, or subcontractors, or arise from Contractor's negligent,
reckless or willful performance of or failure to perform any term, provision, covenant or
condition of this Agreement ("Indemnified Claims"), but Contractor's liability for Indemnified
Claims shall be reduced to the extent such Claims arise from the negligence, recklessness or
willful misconduct of the City and its elected officials, officers, employees, agents and
volunteers.
B. The Contractor shall require all non -design -contract sub -contractors, used
or sub -contracted by Contractor to perform the Services or Work required under this Agreement,
to execute an Indemnification Agreement adopting the indemnity provisions in sub -section 6.1 in
favor of the Indemnified Parties. In addition, Contractor shall require all non -design -contract
sub -contractors, used or sub -contracted by Contractor to perform the Services or Work required
under this Agreement, to obtain insurance that is consistent with the Insurance provisions as set
12 Revised: 1/31/18
7206K 1
forth in this Agreement, as well as any other insurance that may be required by Contract Officer.
7. REPORTS AND RECORDS
7.1 Accounting Records. Contractor shall keep complete, accurate, and detailed
accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement.
Contractor shall keep such books and records as shall be necessary to properly perform the
Services required by this Agreement and to enable the Contract Officer to evaluate the
performance of such Services. The Contract Officer shall have full and free access to such books
and records at all reasonable times, including the right to inspect, copy, audit, and make records
and transcripts from such records.
7.2 Reports. Contractor shall periodically prepare and submit to the Contract Officer
such reports concerning the performance of the Services required by this Agreement, or as the
Contract Officer shall require. Contractor acknowledges that the City is greatly concerned about
the cost of the Work and Services to be performed under this Agreement. For this reason,
Contractor agrees that Contractor shall promptly notify the Contract Officer the estimated
increased or decreased cost if Contractor becomes aware of any facts, circumstances, techniques,
or events that may or will materially increase or decrease the cost of the contemplated Work or
Services. If Contractor is providing design services, Contractor shall promptly notify the
Contract Officer the estimated increased or decreased cost for the project being designed if
Contractor becomes aware of any facts, circumstances, techniques, or events that may or will
materially increase or decrease the cost of the design services.
7.3 Ownership of Documents. All drawings, specifications, reports, records,
documents, memoranda, correspondence, computations, and other materials prepared by
Contractor, its employees, subcontractors, and agents in the performance of this Agreement shall
be the property of City and shall be promptly delivered to City upon request of the Contract
Officer or upon the termination of this Agreement. Contractor shall have no claim for further
employment or additional compensation as a result of the exercise by City of its full rights of
ownership of the documents and materials. Any use of such completed documents for other
projects and/or use of incomplete documents without specific written authorization by the
Contractor will be at the City's sole risk and without liability to Contractor, and the City shall
indemnify the Contractor for all resulting damages. Contractor may retain copies of such
documents for their own use. Contractor shall have an unrestricted right to use the concepts
embodied tin this Agreement. Contractor shall ensure that all its subcontractors shall provide for
assignment to City of any documents or materials prepared by them. In the event Contractor
fails to secure such assignment, Contractor shall indemnify City for all resulting damages.
7.4 Release of Documents. All drawings, specifications, reports, records,
documents, and other materials prepared by Contractor in the performance of services under this
Agreement shall not be released publicly without the prior written approval of the Contract
Officer. All information gained by Contractor in the performance of this Agreement shall be
considered confidential and shall not be released by Contractor without City's prior written
authorization.
13 Revised: 1 /31/18
720669.1
7.5 Audit and Inspection of Records. After receipt of reasonable notice and during
the regular business hours of City, Contractor shall provide City, or other agents of City, such
access to Contractor's books, records, payroll documents, and facilities as City deems necessary
to examine, copy, audit, and inspect all accounting books, records, work data, documents, and
activities directly related to Contractor's performance under this Agreement. Contractor shall
maintain such books, records, data, and documents in accordance with generally accepted
accounting principles and shall clearly identify and make such items readily accessible to such
parties during the term of this Agreement and for a period of three (3) years from the date of
final payment by City hereunder.
8. ENFORCEMENT OF AGREEMENT
8.1 California Law and Venue. This Agreement shall be construed and interpreted
both as to validity and as 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 Contractor covenants and agrees
to submit to the personal jurisdiction of such court in the event of such action.
8.2 Interpretation. This Agreement shall be construed as a whole according to its
fair language and common meaning to achieve the objectives and purposes of the Parties. The
terms of this Agreement are contractual and the result of negotiation between the parties.
Accordingly, any rule of construction of contracts (including, without limitation, California Civil
Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be
employed in the interpretation of this Agreement. The caption headings of the various sections
and paragraphs of this Agreement are for convenience and identification purposes only and shall
not be deemed to limit, expand, or define the contents of the respective sections or paragraphs.
8.3 Default of Contractor. Contractor's failure to comply with any provision of this
Agreement shall constitute a default.
A. If the City Manager, or his designee, determines that Contractor is in
default in the performance of any of the terms or conditions of this Agreement, he/she shall
notify Contractor in writing of such default. Contractor shall have ten (10) days, or such longer
period as City may designate, to cure the default by rendering satisfactory performance. In the
event Contractor fails to cure its default within such period of time, City shall have the right,
notwithstanding any other provision of this Agreement, to terminate this Agreement without
further notice and without prejudice of any remedy to which City may be entitled at law, in
equity, or under this Agreement. Contractor shall be liable for all reasonable costs incurred by
City as a result of such default. Compliance with the provisions of this section shall not
constitute a waiver of any City right to take legal action in the event that the dispute is not cured,
provided that nothing shall limit City's right to terminate this Agreement without cause under
Section 3.5.
B. If termination is due to the failure of the Contractor to fulfill its
obligations under this Agreement, City may, after compliance with the provisions of Section
14 Revised: 1131/18
720669.1
8.3A, take over the work and prosecute the same to completion by contract or otherwise. The
Contractor shall be liable to the extent that the total cost for completion of the Services required
hereunder exceeds the Maximum Contract Amount (provided that the City shall use reasonable
efforts to mitigate such damages). The City may withhold any payments to the Contractor for
the purpose of set-off or partial payment of the amounts owed the City as previously stated. The
withholding or failure to withhold payments to Contractor shall not limit Contractor's liability
for completion of the Services as provided in this Agreement.
8.4 Waiver. No waiver of any provision of this Agreement shall be effective unless
in writing and signed by a duly authorized representative of the Party against whom enforcement
of a waiver is sought. Any waiver by the Parties of any default or breach of any covenant,
condition, or term contained in this Agreement, shall not be construed to be a waiver of any
subsequent or other default or breach, nor shall failure by the Parties to require exact, full, and
complete compliance with any of the covenants, conditions, or terms contained in this
Agreement be construed as changing the terms of this Agreement in any manner or preventing
the Parties from enforcing the full provisions.
8.5 Rights and Remedies Cumulative. Except with respect to rights and remedies
expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are
cumulative and the exercise by either Party of one or more of such rights or remedies shall not
preclude the exercise by it, at the same or different times, of any other rights or remedies for the
same default or any other default by the other Party.
8.6 Le2al Action. In addition to any other rights or remedies, either Party may take
legal action, in law or in equity, to cure, correct, remedy or 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 Attorney Fees. In the event any dispute between the Parties with respect to this
Agreement results in litigation or any non judicial proceeding, the prevailing Party shall be
entitled, in addition to such other relief as may be granted, to recover from the non -prevailing
Party all reasonable costs and expenses. These include but are not limited to reasonable attorney
fees, expert contractor fees, court costs and all fees, costs, and expenses incurred in any appeal or
in collection of any judgment entered in such proceeding. To the extent authorized by law, in the
event of a dismissal by the plaintiff or petitioner of the litigation or non judicial proceeding
within thirty (30) days of the date set for trial or hearing, the other Party shall be deemed to be
the prevailing Party in such litigation or proceeding.
720669.1
15 Revised: 1/31/18
9. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
9.1 Non -liability of City Officers and Employees. No officer or employee of the
City shall be personally liable to the Contractor, or any successor -in -interest, in the event of any
default or breach by the City or for any amount which may become due to the Contractor or to its
successor, or for breach of any obligation of the terms of this Agreement.
9.2 Conflict of Interest. Contractor acknowledges that no officer or employee of the
City has or shall have any direct or indirect financial interest in this Agreement nor shall
Contractor enter into any agreement of any kind with any such officer or employee during the
term of this Agreement and for one year thereafter. Contractor warrants that Contractor has not
paid or given, and will not pay or give, any third party any money or other consideration in
exchange for obtaining this Agreement.
9.3 Covenant Against Discrimination. In connection with its performance under this
Agreement, Contractor shall not discriminate against any employee or applicant for employment
because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national
origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity),
sexual orientation, gender identity, gender expression, physical or mental disability, or medical
condition (each a "prohibited basis"). Contractor shall ensure that applicants are employed, and
that employees are treated during their employment, without regard to any prohibited basis. As a
condition precedent to City's lawful capacity to enter this Agreement, and in executing this
Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate
any discrimination arising from or related to any prohibited basis in any Contractor activity,
including but not 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; and further, that Contractor is
in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040,
including without limitation the provision of benefits, relating to non-discrimination in city
contracting.
10. MISCELLANEOUS PROVISIONS
10.1 Patent and Copyright Infringement. To the fullest extent permissible under
law, and in lieu of any other warranty by City or Contractor against patent or copyright
infringement, statutory or otherwise:
A. It is agreed that Contractor shall defend at its expense any claim or suit
against City on account of any allegation that any item furnished under this Agreement, or the
normal use or sale arising out of the performance of this Agreement, infringes upon any
presently existing U.S. letters patent or copyright and Contractor shall pay all costs and damages
finally awarded in any such suit or claim, provided that Contractor is promptly notified in writing
of the suit or claim and given authority, information and assistance at Contractor's expense for
the defense of same, and provided such suit or claim arises out of, pertains to, or is related to the
negligence, recklessness or willful misconduct of Contractor. However, Contractor will not
indemnify City if the suit or claim results from: (1) City's alteration of a deliverable, such that
16 Revised: 1 /31 /18
720669.1
City's alteration of such deliverable created the infringement upon any presently existing U.S.
letters patent or copyright; or (2) the use of a deliverable in combination with other material not
provided by Contractor when it is such use in combination which infringes upon an existing U.S.
letters patent or copyright.
B. Contractor shall have sole control of the defense of any such claim or suit
and all negotiations for settlement in the event City fails to cooperate in the defense of any suit or
claim, provided, however, that such defense shall be at Contractor's expense. Contractor shall
not be obligated to indemnify City under any settlement that is made without Contractor's
consent, which shall not be unreasonably withheld. If the use or sale of such item is enjoined as
a result of the suit or claim, Contractor, at no expense to City, shall obtain for City the right to
use and sell the item, or shall substitute an equivalent item acceptable to City and extend this
patent and copyright indemnity thereto.
10.2 Notice. Any notice, demand, request, consent, approval, or communication that
either party desires, or is required to give to the other party or any other person shall be in
writing. All notices shall be personally delivered, sent by pre -paid First Class U.S. Mail,
registered or certified mail, postage prepaid, return receipt requested, or delivered or sent by
facsimile with attached evidence of completed transmission. All notices shall be deemed
received upon the earlier of (i) the date of delivery to the address of the person to receive such
notice if delivered personally or by messenger or overnight courier; (ii) five (5) business days
after the date of posting by the United States Post Office if by mail; or (iii) when sent if given by
facsimile. Any notice, request, demand, direction, or other communication sent by facsimile
must be confirmed within forty-eight (48) hours by letter mailed or delivered. Other forms of
electronic transmission such as e-mails, text messages, and instant messages are not acceptable
manners of notice required hereunder. Notices or other communications shall be addressed as
follows:
To City: City of Palm Springs
Attention: City Manager & City Clerk
3200 E. Tahquitz Canyon Way
Palm springs, California 92262
Telephone: (760) 323-8204
Facsimile: (760) 323-8332
To Contractor: Data Ticket, Inc.
Attention: Brook Westcott, COO
2603 Main Street, Suite 300
Irvine, CA 92614
Telephone: 949-75 2-693 7
Facsimile: 949-752-6033
10.3 Integrated Agreement. This Agreement constitutes the entire agreement
between the Parties and supersedes all prior negotiations, arrangements, agreements,
representations, and understandings, if any, made by or among the Parties with respect to the
subject matter in this Agreement.
17 Revised: 1/31/18
720669.1
10.4 Amendment. No amendments or other modifications of this Agreement shall be
binding unless through written agreement by all Parties.
10.5 Severability. Whenever possible, each provision of this Agreement shall be
interpreted in such a manner as to be effective and valid under applicable law. If any provision
of this Agreement shall be determined to be invalid by a final judgment or decree of a court of
competent jurisdiction, such provision shall be ineffective only to the extent of such prohibition
or invalidity, without invalidating the reminder of that provision, or the remaining provisions of
this Agreement 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.
10.5 Successors in Interest. This Agreement shall be binding upon and inure to the
benefit of the Parties' successors and assignees.
10.6 Third Party Beneficiary. Except as may be expressly provided for in this
Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement
be construed as conferring, any rights, including, without limitation, any rights as a third -party
beneficiary or otherwise, upon any entity or person not a party to this Agreement.
10.7 Recitals. The above -referenced Recitals are hereby incorporated into the
Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees
that such Party is bound, for purposes of this Agreement, by the same.
10.8. Corporate Authority Authority Each of the undersigned represents and warrants that (i)
the Party for which he or she is executing this Agreement is duly authorized and existing, (ii) he
or she is duly authorized to execute and deliver this Agreement on behalf of the Party for which
he or she is signing, (iii) by so executing this Agreement, the Party for which he or she is signing
is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement
does not violate any provision of any other Agreement to which the Party for which he or she is
signing is bound.
720669.1 18 Revised: 1/31/18
below.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated
"CITY"
City of Palm Springs
Date: B'
David H. Ready, PhD
City Manager
APPROVED AS TO FORM: ATTEST
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APPROVED BY CITY COUNCIL:
Date: V It Agreement No#6479
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Corporations require two notarized signatures. One signature must be from Chairman of Board, President, or any Vice President. The
second signature must be from the Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chief Financial Officer.
CONTRACTOR NAME:
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19 Revised: 1/31/18
720669.1
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DATA TICKET, INC. RESOLUTION
GRANTING SIGNING AND AUTHORITY TO
CONDUCT BUSINESS
WHEREAS, Data Ticket, Inc. desires to grant signing and authority to certain person(s)
described hereunder
RESOLVED, that the Board of Directors is hereby authorized and approved to grant
sole signing and authority to conduct business to any one of the following person(s):
The foregoing signing, and authority granted shall include, but shall not be limited to,
the execution of Deeds, powers of attorney, transfers, assignments, contracts,
obligations, certificates, and other instruments of whatever nature entered into by this
Corporation.
The undersigned hereby certifies that he is the duly elected and qualified Secretary and
the custodian of the books and records and seal of Data Ticket, Inc., a corporation duly
formed pursuant to the laws of the state of California and that the foregoing is a true
record of a resolution duly adopted at a meeting of the Board of Directors and that said
meeting was held in accordance with state law and the Bylaws of the above -named
Corporation November 13, 2006,and that said resolution is now in full force and effect
without modification or rescission.
IN WITNESS WHEREOF, I have executed my name as Secretary of the above -named
Corporation this November 13th of 2006.
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A. William Fleming
Secretary
DATA TICKET, INC. RESOLUTION
GRANTING SIGNING AND AUTHORITY TO
CONDUCT BUSINESS
Brook Westcott, Chief Operating Officer and Chief Financial Officer is hereby granted
sole signing authority to conduct business on behalf of Data Ticket, Inc, including but
not limited to the execution of Deeds, powers of attorney, transfers, assignments,
contracts, obligations, certificates, and other instruments of whatever nature entered
into by Data Ticket, Inc.
EXHIBIT "A"
SCOPE OF SERVICES
SCOPE OF SERVICES, ESTIMATED VOLUME, AND PRICING STRUCTURE:
A. The City will provide a mutually suitable arrangement for the collection of funds
and express authorization to do business on the City's behalf with the successful
contractor. Generally, the Scope of Services and Requirements of the Contractor
consists of, but is not limited to, the following:
1) Act as agent for the City to collect administrative citations and other items as
specified by the City.
2) Accept payment of administrative fines for various violations and requests for
appeals, all through an easy to use online portal.
3) Contractor shall have a collections process for delinquent fines.
4) Contractor shall operate a Franchise Tax Board Intercept Program for delinquent
fines. City -issued citations shall not be referred to the program for processing
without the express written approval of the City. No fee for an unlimited number of
debts placed in the Interagency Intercept Program, but attached to an individual
social security number.
5) Contractor shall offer a payment plan for administrative fines.
6) Contractor shall provide forms, postage, notices, toll free phone lines, banking,
website database access 24/7, and a Customer Service 800 number during normal
business hours for questions, payments and appeal requests.
7) Contractor shall maintain files on collected information and provide this information to
the City to update its files. Contractor shall provide the City with comprehensive
management reports via an online portal that can be accessed by City staff to view
citation payment status, hearing status, and all information related to an
administrative citation; reporting also at the different department levels (i.e. Police,
Fire, Vacation Rental, Building & Safety/Code Enforcement) including total amounts
outstanding, aging reports; and ability to print any letter sent to responsible parties.
and use its best efforts to obtain maximum results.
8) All correspondence is to be mailed first class and in included in fee.
9) Adjudication services to include administering Independent Hearing Officer Appeals
process in accordance with PSMC 1.06, including scheduling, noticing, follow up,
judgment letters, and rescheduling if necessary.
10) Administrative Appeals: Reviews and hearings to be held in accordance with state
law, within ninety (90) days of the appeal date, on a site provided by the City.
11) Contractor shall have the ability to suspend an administrative citation or hold a
payment pending an appeal hearing outcome that is being handled by the City.
12) If applicable, pursuant to the terms and conditions of the City's contract (8.3,
Ownership of Documents) all reports records, documents, and other material
prepared by the Contractor in the performance of the agreement shall be the
property of the City and the Contractor shall deliver all such referenced documents to
the City upon request of the Contract Officer, or upon the termination of the
agreement.
13) Contractor shall adhere to the Penalty and Administrative Fee Schedule described in
the City's Municipal Code. No fee shall exceed the maximum penalty as outlined in
this schedule.
14) Funds are to be collected and deposited into the City's bank account.
B. Estimated volume (subject to change):
1) Approximately 115 administrative citations are estimated to be issued per month.
Approximately 55 are estimated to be appealed and subject to hearing.
C. Contractor shall provide a Pricing Structure for the following (see Cost Proposal
Form, Attachment "C"):
1) Manual Administrative Citation Processing
2) Administrative Hearings
3) Social Security Number Look -up
4) Online Access
5) Franchise Tax Board Collections
6) Third Party Collections
7) Transfer of current active citations
8) Payment Plan Fees
9) Any other fees or costs not defined above.
EXHIBIT "B"
CITY'S REQUEST FOR PROPOSALS
CITY OF PALM SPRINGS, CA
NOTICE INVITING PROPOSALS FOR RFP 09-18
CITATION PROCESSING SERVICES
NOTICE IS HEREBY GIVEN that the City of Palm Springs is requesting proposals from
qualified firms to provide the City with Citation Processing Services.
PROJECT LOCATION: City of Palm Springs, CA
SCOPE OF SERVICES: The scope of work will consist of providing Citation Processing
Services for the Building & Safety, Code Enforcement, Fire, Police, and Vacation Rental
Compliance Departments for the City of Palm Springs, CA.
OBTAINING RFP DOCUMENTS AND ADDENDA: The RFP document may be downloaded
via the internet at www.palmspringsca.gov (go to Departments, Procurement, Open Bids &
Proposals), or by calling the Office of Procurement and Contracting, (760) 322-8368. Upon
downloading the RFP via the internet, contact Craig Gladders, Procurement & Contracting
Manager via email at craiq.gladders(a-)palmspringsca.4ov to register as a firm interested in this
specific project, providing your company name, contact person, contact email address, office
address, office phone and office fax. Failure to register as above may result in not receiving
addenda to the RFP. Failing to acknowledge addenda may result in your proposal being
nonresponsive, or may negatively impact the evaluation of your proposal. We strongly advise
recommend that you follow the registration instructions above if you are interested in submitting
a proposal. *Note —registering for this specific project is a separate process and not related to
registering online in our general master vendor database.
EVALUATION OF PROPOSALS AND AWARD OF CONTRACT: This solicitation has been
developed in the Request for Proposals (RFP) format. Accordingly, firms should take note that
multiple factors as identified in the RFP will be considered by the Evaluation Committee to
determine which proposal best meets the requirements set forth in the RFP document. PRICE
ALONE WILL NOT BE THE SOLE DETERMINING CRITERIA. The City reserves the right to
negotiate the terms and conditions of any resulting contract. Final contract award, if any, will be
made by the Palm Springs City Council. The selected firm will be required to comply with all
insurance and license requirements of the City.
DEADLINE: All proposals must be received in the Procurement and Contracting Office, 3200 E.
Tahquitz Canyon Way, Palm Springs, CA, 92262 by 3:00 P.M., LOCAL TIME, WEDNESDAY,
APRIL 18, 2018. The receiving time in the Procurement Office will be the governing time for
acceptability of Proposals. Telegraphic and telephonic Proposals will not be accepted.
Reference the RFP document for additional dates and deadlines. Late proposals will not be
accepted and shall be returned unopened.
PROPOSALS TO REMAIN OPEN: The Proposer shall guarantee that all contents of their
proposal shall be valid for a period of 120 calendar days from the due date of proposals.
Craig L. Gladders, C.P.M.
Procurement and Contracting Manager
March 15, 2018
z PAtnt
e
CITY OF PALM SPRINGS, CA
REQUEST FOR PROPOSALS (RFP) 09-18
CITATION PROCESSING SERVICES
Requests for Proposals (RFP 09-18) for Citation Processing Services for the City of Palm
Springs, CA, (hereinafter the "RFP") will be received at the Office of Procurement & Contracting,
3200 East Tahquitz Canyon Way, Palm Springs, California, until 3:00 P.M. LOCAL TIME,
WEDNESDAY, APRIL 18, 2018. It is the responsibility of the respondent to see that any
proposal sent through the mail, or by any other delivery method, shall have sufficient time to be
received by this specified date and time. The receiving time in the Procurement Office will be
the governing time for acceptability of proposals. Telegraphic, telephonic, faxed or emailed
proposals will not be accepted. Late proposals will be returned unopened. Failure to register
as a Proposer to this RFP process per the instructions in the Notice Inviting Requests for
Proposals (under "Obtaining RFP Documents") may result in not receiving Addenda or other
important information pertaining to this process. Failure to acknowledge Addenda may render a
proposal as being non -responsive or negatively impact the evaluation of a proposal. We
strongly advise that interested firms officially register per the instructions in the Notice.
1. PURPOSE AND SCHEDULE: The City of Palm Springs is requesting proposals from
qualified firms to provide the City with Citation Processing Services for the Building & Safety,
Code Enforcement, Fire, Police, and Vacation Rental Compliance Department (hereinafter the
"Project"). Please note that Parking Citation processing services are NOT included in this scope
of work or contract. The selected firm will be expected to provide the required services to be the
acting agent for the City to collect administrative citations and other items as specified in the
Scope of Services for several City Departments.
SCHEDULE:
Notice requesting Proposals posted and issued ................................. Thursday, March 15, 2018
Deadline for receipt of Questions ....................................... Tuesday, April 10, 2018, 3:00 P.M.
Deadline for receipt of Proposals ................................ Wednesday, April 18, 2018, 3:00 P.M.
Short List / Interviews/, *if desired by City ......................................................... to be determined
Contract awarded by City Council..................................................................... to be determined
NOTE. There will NOT be a pre -proposal conference for this procurement. *Dates above
are subject to change.
"KEY" TO RFP ATTACHMENTS:
ATTACHMENT "A"- Signature Authorization Form, including Addenda acknowledgment.
*Must be completed and included with Work/Technical Proposal envelope.
ATTACHMENT "B" — Non Collusion Affidavit Form. *Must be completed and included
with Work/Technical Proposal envelope.
ATTACHMENT "C" — Cost Proposal Form. *Must be completed and included in a
separately sealed envelope — do NOT include this with your Work/Technical Proposal.
ATTACHMENT "D" — Sample boilerplate Contract Services Agreement (for reference
only)
3. BACKGROUND: The City contracts out the collection of administrative citations (and
other related items) as issued by the Building & Safety, Code Enforcement, Fire, Police,
and Vacation Rental Compliance Departments. Parking Citation processing services are
NOT included. Through this RFP process the City intends to award a multi -year
agreement to a firm to perform these services as more fully set forth in the Scope of
Services.
4. SCOPE OF SERVICES, ESTIMATED VOLUME, AND PRICING STRUCTURE:
A. The City will provide a mutually suitable arrangement for the collection of funds
and express authorization to do business on the City's behalf with the successful
contractor. Generally, the Scope of Services and Requirements of the Contractor
consists of, but is not limited to, the following:
1) Act as agent for the City to collect administrative citations and other items as
specified by the City.
2) Accept payment of administrative fines for various violations and requests for
appeals, all through an easy to use online portal.
3) Contractor shall have a collections process for delinquent fines.
4) Contractor shall operate a Franchise Tax Board Intercept Program for delinquent
fines. City -issued citations shall not be referred to the program for processing
without the express written approval of the City. No fee for an unlimited number of
debts placed in the Interagency Intercept Program, but attached to an individual
social security number.
5) Contractor shall offer a payment plan for administrative fines.
6) Contractor shall provide forms, postage, notices, toll free phone lines, banking,
website database access 24/7, and a Customer Service 800 number during normal
business hours for questions, payments and appeal requests.
7) Contractor shall maintain files on collected information and provide this information to
the City to update its files. Contractor shall provide the City with comprehensive
management reports via an online portal that can be accessed by City staff to view
citation payment status, hearing status, and all information related to an
administrative citation; reporting also at the different department levels (i.e. Police,
Fire, Vacation Rental, Building & Safety/Code Enforcement) including total amounts
outstanding, aging reports; and ability to print any letter sent to responsible parties.
and use its best efforts to obtain maximum results.
8) All correspondence is to be mailed first class and in included in fee.
9) Adjudication services to include administering Independent Hearing Officer Appeals
process in accordance with PSMC 1.06, including scheduling, noticing, follow up,
judgment letters, and rescheduling if necessary.
10) Administrative Appeals: Reviews and hearings to be held in accordance with state
law, within ninety (90) days of the appeal date, on a site provided by the City.
11)Contractor shall have the ability to suspend an administrative citation or hold a
payment pending an appeal hearing outcome that is being handled by the City.
12) If applicable, pursuant to the terms and conditions of the City's contract (8.3,
Ownership of Documents) all reports records, documents, and other material
prepared by the Contractor in the performance of the agreement shall be the
property of the City and the Contractor shall deliver all such referenced documents to
the City upon request of the Contract Officer, or upon the termination of the
agreement.
13) Contractor shall adhere to the Penalty and Administrative Fee Schedule described in
the City's Municipal Code. No fee shall exceed the maximum penalty as outlined in
this schedule.
14) Funds are to be collected and deposited into the City's bank account.
B. Estimated volume (subject to change):
1) Approximately 115 administrative citations are estimated to be issued per month.
Approximately 55 are estimated to be appealed and subject to hearing.
C. Contractor shall provide a Pricing Structure for the following (see Cost Proposal
Form, Attachment "C"):
1) Manual Administrative Citation Processing
2) Administrative Hearings
3) Social Security Number Look -up
4) Online Access
5) Franchise Tax Board Collections
6) Third Party Collections
7) Transfer of current active citations
8) Payment Plan Fees
9) Any other fees or costs not defined above.
5. PROPOSAL REQUIREMENTS:
The firm's proposal should describe the methodology to be used to accomplish each of the
project tasks. The proposal should also describe the work which shall be necessary in order to
satisfactorily complete the task requirements.
Please note: this RFP cannot identify each specific, individual task required to successfully and
completely implement this project. The City of Palm Springs relies on the professionalism and
competence of the selected firm to be knowledgeable of the general areas identified in the
scope of work and to include in its proposal all required tasks and subtasks, personnel
commitments, man-hours, direct and indirect costs, etc. The City of Palm Springs will not
approve addenda to the selected firm's agreement which do not involve a substantial change
from the general scope of work identified in this RFP.
6. SELECTION PROCESS: This solicitation has been developed in the Request for
Proposals (RFP) format. Accordingly, proposers should take note that multiple factors
as identified in the RFP will be considered by the Evaluation Committee to determine
which proposal best meets the requirements set forth in the RFP document. PRICE
ALONE WILL NOT BE THE SOLE DETERMINING CRITERIA. The City shall review the
proposals submitted in reply to this RFP, and a limited number of firms may be invited to
make a formal presentation at a future date if desired by the City. The format, selection
criteria and date of the presentation will be established at the time of short listing, if
conducted.
7. PROPOSAL EVALUATION CRITERIA: An Evaluation Committee, using the following
evaluation criteria for this RFP, will evaluate all responsive proposals to this RFP. Firms
are requested to submit their proposals so that they correspond to and are identified with
the following specific evaluation criteria (100 total points possible):
A. Firm / Staff / Team (including any subcontractors) Qualifications and experience in
providing similar services for other municipal (city) or county governments as defined in
the RFP, including References (15 POINTS)
B. Proposal organization, conformance with the RFP instructions, and demonstrated
Understanding of the overall project and requested Scope of Services (10 POINTS)
C. Work Proposal, including details about your firm's collections process; Franchise Tax
Board Agency Intercept Program; payment plan for fines; forms/toll free phone
lines/banking/and website database. Discuss your Adjudication services, Administrative
Appeals process, and your comprehensive management reports (provide examples) that
comply with the requirements of the Scope of Services as defined in the RFP. All
materials, equipment and labor necessary to fully execute and provide the services
requested shall be included. (25 POINTS)
D. Local Preference (5 POINTS)
Firms that qualify as a Local Business, or employ local sub -consultants, and submit a valid
business license as more fully set forth in Section FA below, pursuant to the City of Palm
Springs Local Preference Ordinance 1756). The full local preference, five (5) points, mayl
be awarded to those that qualify as a Local Business. Two (2) points may be awarded to
a non -local business that employs or retains local residents and/or firms for this project.
Non -local firms that do not employ or retain any local residents and/or firms for this project
shall earn zero (0) points for this criteria.
E. Cost Proposal / Pricing Structure (30 POINTS)
PRIOR CITY WORK If your firm has prior experience working with the City DO NOT assume
this prior work is known to the evaluation committee. All firms are evaluated solely on the
information contained in their proposal, information obtained from references, and presentations
if requested. All proposals must be prepared as if the evaluation committee has no knowledge
of the firm, their qualifications or past projects.
7. PROPOSAL CONTENTS: Firms are requested to format their proposals so that responses
correspond directly to, and are identified with, the specific evaluation criteria stated in Section 6
above. The proposals must be in an 8 % X 11 format, minimum 10pt font size, minimum
%" margins, and may be no more than a total of thirty (30) sheets of paper, which may be
double -sided, including cover letters, organization charts, staff resumes, appendices, sample
reports, and any exceptions to the language in the sample agreement, or to the insurance
requirements. NOTE: Dividers, Attachments "A" & "B", Addenda acknowledgments, and the
Cost Proposal (*in a separate sealed envelope) do NOT count toward the limit (everything else
does). Interested firms shall submit SIX (6) copies (one marked "Original" plus five (5)
copies) of both your Technical/Work Proposal and your Cost Proposal, and one (1) Thumb
Drive or CD of the entire proposal (including the Cost Proposal), by the deadline.
All proposals shall be sealed within one package and be clearly marked, "RFP 09-18,
REQUESTS FOR PROPOSALS FOR CITATION PROCESSING SERVICES". Within the
sealed proposal package, the Cost Proposal shall be separately sealed from the Technical/Work
Proposal. Proposals not meeting the above criteria may be found to be non -responsive.
EACH PROPOSAL PACKAGE MUST INCLUDE TWO (2) SEPARATELY SEALED
ENVELOPES:
Envelope #1, clearly marked "Tech n ica I/Work Proposal", shall include the following
items:
• Completed Signature authorization and Addenda Acknowledgment (see Attachment A)
• If applicable, your specific request for Local Preference (see Attachment A) and a copy of a
valid business license from a jurisdiction in the Coachella Valley.
• Completed, and notarized, Affidavit of Non -Collusion (see Attachment B)
In addition to the items above, at a minimum, firms must provide the information identified
below. All such information shall be presented in a format that directly corresponds to the
numbering scheme identified here.
TECHNICAL/WORK PROPOSAL; The Technical/Work Proposal (Envelope #1) shall be
clearly marked and shall include the Sections A, B, C, D below:
SECTION A:
FIRM, STAFF, TEAM (including any subcontractors) QUALIFICATIONS AND
EXPERIENCE, INCLUDING REFERENCES
A.1 Follow the instructions and properly complete and execute both Attachment "A"
and Attachment "B" that are provided in the RFP and include them here in your
proposal. If applicable, your specific request for Local Preference (reference Attachment
A) and a copy of a valid business license from a jurisdiction in the Coachella Valley is to
also be included here.
A.2 Describe the firm's background and qualifications in the type of effort that this
project will require, specifically identifying experience with relevant projects successfully
completed of similar size and scope.
A.3 Indicate the name of any sub -contractor firms or contractors that will be utilized to
make up your team. Describe each sub -contractor's qualifications, background and
specific expertise that they bring to the Project.
AA List the name and qualifications of the key staff/team members that will be
assigned to the Project. Provide detailed qualifications of the Project Manager that will
be assigned to the Project.
A.5 Include a minimum of three (3) references of recent customers (must be other
cities or counties) for who your firm has provided similar Citation Processing Services as
contemplated herein. You must include the name of a contact person, their title, and a
current phone number, fax number, email address and business address along with a
brief description of the scope of work for each referenced public agency.
SECTION B:
PROPOSAL ORGANIZATION, CONFORMANCE WITH RFP INSTRUCTIONS, AND
DEMONSTRATED UNDERSTANDING OF THE OVERALL PROJECT AND REQUESTED
SCOPE OF WORK
B.1 Carefully review and verify that your proposal is well organized and follows ALL
OF THE INSTRUCTIONS on proper organization, format, order, and conformance with
all requirements, including any and all required signatures, attachments,
acknowledgements, or other documents that are required to be submitted. Failure to
follow the instructions may result in your proposal being non -responsive and rejected
from consideration.
B.2 Without reciting the information regarding the Project verbatim as contained in
this RFP, convey your general overall understanding of the Project and an
understanding of the City's expectations upon implementation of the Project.
B.3 Identify any "key" or "critical" issues that you believe may be encountered on the
Project based on the firm's prior experiences; and provide steps to be taken to ensure
the issues identified do not affect the successful delivery of the Project.
SECTION C:
WORK PROPOSAL
CA The Work Proposal should address your approach and methodology to provide the
services, including details about your firm's collections process; Franchise Tax Board Agency
Intercept Program; payment plan for fines; forms/toll free phone lines/banking/and website
database. In addition, discuss your Adjudication services, Administrative Appeals process, and
your comprehensive management reports (provide examples) that comply with the requirements
of the Scope of Services as defined in the RFP. Detail the staffing and scheduling required to
fully execute and provide the services requested
SECTION D:
LOCAL PREFERENCE
D.1 Pursuant to the City of Palm Springs Local Preference Ordinance 1756, in
awarding contracts for services, including consultant services, preference to a
Local Business shall be given whenever practicable and to the extent consistent
with the law and interests of the public. The term "Local Business" is defined as a
vendor, contractor, or consultant who has a valid physical business address
located within the Coachella Valley, at least six months prior to bid or proposal
opening date, from which the vendor, contractor, or consultant operates or
performs business on a day-to-day basis, and holds a valid business license by a
jurisdiction located in the Coachella Valley. "Coachella Valley" is defined as the
area between the Salton Sea on the south, the San Jacinto and Santa Rosa
Mountains on the west, and the Little San Bernardino Mountains on the east and
north. For the purposes of this definition, "Coachella Valley" includes the cities of
Beaumont and Banning and the unincorporated areas between Banning and the
City of Palm Springs. Post office boxes are not verifiable and shall not be used for
the purpose of establishing such physical address.
The consultant will also, to the extent legally possible, solicit applications for employment and
proposals for subcontractors and subconsultants for work associated with the proposed contract
from local residents and firms as opportunities occur and hire qualified local residents and firms
whenever feasible.
In order for a business to be eligible to claim the preference, the business MUST request the
preference in the Solicitation response (see Attachment A) and provide a copy of its current
business license (or of those it employs for this project) from a jurisdiction in the Coachella
Valley. A non -local business that requests the preference based on employing local residents
must provide proof of full-time primary residency from a jurisdiction in the Coachella Valley with
the proposal. The City reserves the right to determine eligibility.
D.2 List all team members with local expertise. Clearly define their role in the overall
project.
COST PROPOSAL; The Cost Proposal (Envelope #2) shall be clearly marked in a
separately sealed envelope and shall include Section F below:
SECTION E:
COST PROPOSAL (*see instructions in Section 6 above and Attachment "C")
E.1 The cost proposal (in a separate sealed envelope) shall be Unit Prices as per the Scope of
Services requested and as provided in the Cost Proposal form, Attachment "C" as provided
herein. PROPOSERS MUST USE THE COST PROPOSAL FORM, ATTACHMENT "C",
PROVIDED BY THE CITY IN THE RFP DOCUMENTS. Failure to use the Cost Proposal form
Attachment "C" provided by the City WILL be cause for rejection of a proposal. Do NOT
include Attachment "A" or Attachment "B" in the Cost Proposal, Envelope #2,.
Attachments "A" and "B" are to be included in Envelope #1, "Tech nicaUWork Proposal'.
8. GENERAL AND SPECIAL CONDITIONS:
DEADLINE FOR SUBMISSION OF PROPOSALS: Proposals will be received in the City of
Palm Springs, Office of Procurement and Contracting until 3:00 P.M., LOCAL TIME,
WEDNESDAY, APRIL 18, 2018. Proof of receipt before the deadline is a City of Palm Springs,
Office of Procurement and Contracting time/date stamp. It is the responsibility of the firms
replying to this RFP to see that any proposal sent through the mail, or via any other delivery
method, shall have sufficient time to be received by the Procurement Office prior to the proposal
due date and time. Late proposals will be returned to the firm unopened. Proposals shall be
clearly marked and identified and must be submitted to:
City of Palm Springs
Procurement and Contracting Department
3200 E. Tahquitz Canyon Way Palm
Springs, CA 92262
Attn: Craig Gladders, C.P.M., Procurement & Contracting Manager
QUESTIONS: Firms, their representatives, agents or anyone else acting on their behalf are
specifically directed NOT to contact any city employee, commission member, committee
member, council member, or other agency employee or associate for any purpose related to this
RFP other than as directed below. Contact with anyone other than as directed below WILL
be cause for rejection of a proposal.
Any questions, technical or otherwise, pertaining to this RFP must be submitted IN WRITING
and directed ONLY to:
Craig Gladders, C.P.M.
Procurement & Contracting Manager
3200 East Tahquitz Canyon Way
Palm Springs, CA 92262 via
FAX (760) 323-8238
or via EMAIL: Craig.Gladdersa-palmspringsca.gov
Interpretations or clarifications considered necessary in response to such questions will be
resolved by the issuance of formal Addenda to the RFP. The deadline for all questions is 3:00
P.M., Local Time, Tuesday, April 10, 2018. Questions received after this date and time may
not be answered. Only questions that have been resolved by formal written Addenda via the
Division of Procurement and Contracting will be binding. Oral and other interpretations or
clarifications will be without legal or contractual effect.
FORM OF AGREEMENT: The selected firm will be required to enter into a contractual
agreement, inclusive of insurance requirements, with the City of Palm Springs in accordance
with the standard Contract Services Agreement (see Attachment "D"). Please note that the
Exhibits are intentionally not complete in the attached sample standard document. These
exhibits will be negotiated with the selected firm, and will appear in the final Contract Services
Agreement executed between the parties.
We specifically draw your attention to the language in the sections of the sample contractual
agreement attached entitled "Conflict of Interest' and "Covenants Against Discrimination"
and recommend all firms carefully consider these contractual requirements prior to submitting a
proposal in response to this RFP. Firms that submit a proposal in response to this RFP shall
certify the following:
a) Conflict of Interest. Consultant acknowledges that no officer or employee of the City
has or shall have any direct or indirect financial interest in this Agreement nor shall
Consultant enter into any agreement of any kind with any such officer or employee
during the term of this Agreement and for one year thereafter. Consultant warrants that
Consultant has not paid or given, and will not pay or give, any third party any money or
other consideration in exchange for obtaining this Agreement.
b) Covenant Against Discrimination . In connection with its performance under this
Agreement, Contractor shall not discriminate against any employee or applicant for
employment because of actual or perceived race, religion, color, sex, age, marital status,
ancestry, national origin ( i.e., place of origin, immigration status, cultural or linguistic
characteristics, or ethnicity), sexual orientation, gender identity, gender expression,
physical or mental disability, or medical condition (each a "prohibited basis"). Contractor
shall ensure that applicants are employed, and that employees are treated during their
employment, without regard to any prohibited basis. As a condition precedent to City's
lawful capacity to enter this Agreement, and in executing this Agreement, Contractor
certifies that its actions and omissions hereunder shall not incorporate any discrimination
arising from or related to any prohibited basis in any Contractor activity, including but not
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; and further, that
Contractor is in full compliance with the provisions of Palm Springs Municipal Code
Section 7.09.040, including without limitation the provision of benefits, relating to
nondiscrimination in city contracting.
Failure or refusal to enter into an Agreement as herein provided or to conform to any of the
stipulated requirements in connection therewith shall be just cause for an annulment of the
award. If the highest ranked Proposer refuses or fails to execute the Agreement, or negotiations
are not successful, or the agreement is terminated, the City may, at its sole discretion, enter
negotiations with and award the Contract to the second highest ranked Proposer, and so on.
It is the intent of the City that the agreement that is awarded as a result of this RFP shall be in
effect for three years (3) with two (2) one-year renewal options at the mutual consent of the
parties. The pricing shall remain fixed for the first three years of the agreement and optional
renewal years 4 and 5 may be subject to a CPI adjustment.
AWARD OF CONTRACT: It is the City's intent to award a contract to the firm that can provide
all of the scope of work, equipment and services identified in the RFP document. However, the
City reserves the right to award a contract, or to make no award, whichever is in the best
interest of the City. It is anticipated that award of the contract will occur at the next regularly
scheduled City Council meeting after the evaluation committee has made its final selection of
the firm to be recommended for award and a contract has been negotiated and agendized for
consideration. The decision of the City Council will be final.
RIGHT TO ACCEPT OR REJECT PROPOSALS: The City of Palm Springs reserves the right
to waive any informality or technical defect in a proposal and to accept or reject, in whole or in
part, any or all proposals and to cancel all or part of this RFP and seek new proposals, as best
serves the interests of the City. The City furthermore reserves the right to contract separately
with others certain tasks if deemed in the best interest of the City.
INSURANCE: Insurance provisions are contained in the Standard Contract Services sample
agreement included in the RFP. The successful Proposer will be required to comply with these
provisions. It is recommended that Proposers have their insurance provider review the
insurance provisions BEFORE they submit their proposal.
RESPONSIBILITY OF PROPOSER: All firms responding to this RFP shall be responsible. If it
is found that a firm is irresponsible (e.g., has not paid taxes, is not a legal entity, submitted an
RFP without an authorized signature, falsified any information in the proposal package, etc.), the
proposal shall be rejected.
PUBLIC RECORD: All documents submitted in response to this solicitation will become the
property of the City of Palm Springs and are subject to the California Code Section 6250 et seq.,
commonly known as the Public Records Act. Information contained in the documents, or any
other materials associated with the solicitation, pursuant to CA Government Code 6255 during
the negotiation process, may be made public after the City's negotiations are completed, and
staff has recommended to the City Council the award of a contract to a specific firm, but before
final action is taken by the City Council to award the contract.
Although the California Public Records Act ("CPRA") recognizes that certain confidential trade
secret information may be protected from disclosure, the City may not be in a position to
establish that the information submitted in a proposal is a trade secret. If a request is made for
information marked "Confidential," "Trade Secret," Proprietary," or any other similar designation,
the City will provide the party submitting such information with reasonable notice to allow the
party to seek protection from disclosure by a court of competent jurisdiction.
If a submitting parry contends that a portion of the proposal is confidential even under the
CPRA, the party: 1) must clearly label each document and/or page deemed a confidential
document 2) the legal rationale supporting such contention including specific references to
applicable provisions of the Public Records laws of the State 3) must actively defend against
any request for disclosure of information which the party has determined should not be
released, and 4) must indemnify and hold harmless the City from any loss, claim or suit,
including attorneys' fees, brought by a person challenging the City's refusal to release the
documents. The City will not, under any circumstances, incur any expenses, or be responsible
for any damages or losses incurred by a party submitting a proposal or any other person or
entity, because of the release of such information. The City will not return the original or any
copies of the proposal or other information or documents submitted to the City as part of this
RFP process. NOTE THAT THE CITY MAY NOT RECOGNIZE PROPOSALS WHERE ALL
OF THE INFORMATION, VIA A BLANKET STATEMENT, IS SUBMITTED AS PROPRIETARY
INFORMATION OR A TRADE SECRET. SUCH PROPOSALS MAY BE FOUND
NONRESPONSIVE.
COST RELATED TO PROPOSAL PREPARATION: The City will NOT be responsible for any
costs incurred by any firm responding to this RFP in the preparation of their proposal or
participation in any presentation if requested, or any other aspects of the entire RFP process.
COMPLIANCE WITH LAW. Proposer warrants that all Services rendered shall be performed in
accordance with all applicable federal, state, and local laws, statutes, ordinances lawful orders,
rules, and regulations.
LICENSES, PERMITS, FEES, AND ASSESSMENTS. Proposer represents and warrants to
City that it will obtain all licenses, permits, qualifications, and approvals of whatever nature that
are legally required to practice its profession and perform the Work and Services requested in
this RFP. Proposer represents and warrants to City that Proposer shall, at its sole cost and
expense, keep in effect at all times during the term of the Agreement if so awarded, any license,
permit, qualification, or approval that is legally required for Proposer to perform the Work and
Services under the Agreement if so awarded. Proposer 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 Proposer's performance of the Work
and Services required under the Agreement if so awarded. Proposer shall indemnify, defend,
and hold harmless City against any such fees, assessments, taxes penalties, or interest levied,
assessed, or imposed against City to the fullest extent permitted by law.
BUSINESS LICENSE: The selected firm will be required to be licensed in accordance with the
City of Palm Springs Business License Ordinance, Municipal Code Chapter 3.40 through 3.96,
entitled "Business Tax".
INVESTIGATIONS: The City reserves the right to make such investigations as it deems
necessary to determine the ability of the firms responding to this RFP to perform the Work and
the firm shall furnish to the City all such information and data for this purpose as the City may
request. The City reserves the right to reject any proposal if the evidence submitted by or
investigation of such firm fails to satisfy the City that such firm is properly qualified to carry out
the obligations of the Contract and to complete the Work contemplated therein.
NONCOLLUSION: The undersigned, by submission of this Proposal Form, hereby declares
that this Proposal is made without collusion with any other business making any other Proposal,
or which otherwise would make a Proposal. Proposer must execute an Affidavit of
NonCollusion provided as Attachment "B" in the RFP and include it with their proposal.
PROPOSALS TO REMAIN OPEN: The Proposer shall guarantee that all contents of their
proposal shall be valid for a period of 120 calendar days from the due date of proposals.
SIGNED PROPOSAL AND EXCEPTIONS: Submission of a signed proposal will be interpreted
to mean that the firm responding to this RFP has hereby agreed to all the terms and conditions
set forth in all of the sheets which make up this Request for Proposals, and any attached
sample agreement. Exceptions to any of the language in either the RFP documents or
attached sample agreement, including the insurance requirements, must be included in the
proposal and clearly defined. Exceptions to the City's RFP document or standard boilerplate
language, insurance requirements, terms or conditions may be considered in the evaluation
process; however, the City makes no guarantee that any exceptions will be approved.