HomeMy WebLinkAboutA8497 - RAMSAY GROUPCONTRACT ABSTRACT
Contract/Amendment
Name of Contract:
Company Name:
Company Contact:
Email:
Summary of Services:
Contract Price:
Contract Term:
Public Integrity/ Business
Disclosure Forms:
Contract Administration
Lead Department:
Contract Administrator/ Ext:
Contract Approvals
Council/City Manager Approval Date:
Agreement Number:
Amendment Number:
Contract Compliance
Exhibits:
Insurance:
Routed By:
Bonds:
Business License:
Sole Source Co-Op
CoOp Agmt #: Sole Source
Documents: CoOp Name:
CoOp Pricing:
By: Submitted on:
Contract Abstract Form Rev 8.16.23
Authorized Signers:
Name, Email
(Corporations require 2 signatures)
Professional Services Agreement-On-Call CDBG Admin Svcs
The Ramsay Group
Darrell Stamps
ds@theramsaygroup.com
Amendment to extend agreement
$43,500 Extension
July 21, 2025 to December 31, 2025
on file
Darrell Stamps, ds@theramsaygroup.com
Housing and Community Development
Jay Virata
Original 02/27/2020, 1E
A8497
4
-
-
-
Department
N/A
No
7/24/25 Noe Arechiga
Docusign Envelope ID: B6346FA2-D37C-4072-A673-CD9288D2DDFD
Page 1 of 3
Revised: 2.9.22
AMENDMENT NO. 4 TO THE PROFESSIONAL SERVICES
AGREEMENT A8497
BETWEEN THE CITY PALM SPRINGS AND THE RAMSAY GROUP
1.Parties and Date.
This Amendment No. 4 to the Professional Services Agreement is made and entered into as of
this 21st day of July 2025, by and between the City of Palm Springs (“City”) and The Ramsay Group,
with its principal place of business at 23800 Garland Court, Valencia, CA 91354 (“Consultant”). City
and Consultant are sometimes individually referred to as “Party” and collectively as “Parties.”
2.Recitals.
2.1 Agreement. The City and Consultant have entered into an agreement entitled
“Professional Services Agreement” dated March 24, 2020 (“Agreement”) for the purpose of retaining
the services of Consultant to provide on-call Community Development Block Grant (CDBG)
administrative services for a term of March 24, 2020 to March 23, 2023, approved by City Council on
February 27, 2020, item 1E.
2.2 Amendment No. 1. The Parties amended the Agreement to extend the term one year
and specify the compensation of the agreement. The Parties have heretofore entered into that
Amendment No. 1 dated March 21, 2023, for a contract amount not to exceed $348,000 and a term of
March 24, 2020, through March 23, 2024.
2.3 Amendment No. 2. The Parties entered into Amendment No. 2 on February 8, 2024, to
add an additional $87,000 and extend the term through March 23, 2025, for a revised contract amount
not to exceed $435,000.
2.4 Amendment No. 3. The Parties entered into Amendment No. 3 on February 19, 2025,
to add an additional 21,750 and extend the term through June 30, 2025, for a revised contact amount
not to exceed $456,750.
2.5 Amendment No. 4. The Parties desire to amend the Agreement, to extend the term
through December 31, 2025, with the option to extend an additional six (6) months, and add an
additional $43,500 for a revised contract amount not to exceed $500,250.
2.6 Amendment Authority. This Amendment No. 4 is authorized pursuant to Section 2.3
of the Agreement
3.Terms.
3.1 COMPENSATION. Section 2.1 Maximum Contract Amount is revised to reflect a
total contract amount of $500,250.
Docusign Envelope ID: B6346FA2-D37C-4072-A673-CD9288D2DDFD
Page 2 of 3
Revised: 2.9.22
3.2 TERM. Section 3.4 Is hereby replaced in its entirety as follows:
“3.4 Term. Unless earlier terminated under the terms of this Agreement, this Agreement shall
continue in full force and effect commencing on March 24, 2020, and continuing through December
31, 2025, with a six (6) month extension option by mutual written agreement of the Parties.”
3.3 Continuing Effect of Agreement. Except as amended by this Amendment No. 4, all
other provisions of the Agreement remain in full force and effect and shall govern the actions of the
parties under this Amendment No. 4. From and after the date of this Amendment No. 4, whenever the
term “Agreement” or “Contract” appears in the Agreement, it shall mean the Agreement as amended
by this Amendment No. 4.
3.4 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they
have each received adequate and independent consideration for the performance of the obligations
they have undertaken pursuant to this Amendment No. 4.
3.5 Severability. If any portion of this Amendment No. 4 is declared invalid, illegal, or
otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue
in full force and effect.
3.6 Counterparts. This Amendment No. 4 may be executed in duplicate originals, each of
which is deemed to be an original, but when taken together shall constitute but one and the same
instrument.
[SIGNATURES ON FOLLOWING PAGE]
Docusign Envelope ID: B6346FA2-D37C-4072-A673-CD9288D2DDFD
Page 3 of 3
Revised: 2.9.22
SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM
SPRINGS AND THE RAMSAY GROUP
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below.
CONTRACTOR:
By: _______________________________________ By: _________________________________________
Signature Signature
(2nd signature required for Corporations)
Date:Date:
CITY OF PALM SPRINGS:
APPROVED BY CITY COUNCIL:
Date: 7/21/25 Item No. : 1 K
APPROVED AS TO FORM: ATTEST:
By: ___________________________ By: _______________________________
City Attorney City Clerk
APPROVED:
By: _______________________________ Date:
City Manager – over $50,000
Deputy/Assistant City Manager – up to $50,000
Director – up to $25,000
Manager – up to $5,000
Docusign Envelope ID: B6346FA2-D37C-4072-A673-CD9288D2DDFD
7/24/2025
7/24/2025
7/24/2025
7/24/2025
CONTRACT ABSTRACT
Contract/Amendment
Name of Contract:
Company Name:
Company Contact:
Email:
Summary of Services:
Contract Price:
Contract Term:
Public Integrity/ Business
Disclosure Forms:
Contract Administration
Lead Department:
Contract Administrator/ Ext:
Contract Approvals
Council/City Manager Approval Date:
Agreement Number:
Amendment Number:
Contract Compliance
Exhibits:
Insurance:
Routed By:
Bonds:
Business License:
Sole Source Co-Op
CoOp Agmt #: Sole Source
Documents: CoOp Name:
CoOp Pricing:
By: Submitted on:
Contract Abstract Form Rev 8.16.23
Authorized Signers:
Name, Email
(Corporations require 2 signatures)
Professional Services Agreement-On-Call CDBG Admin Svcs
The Ramsay Group
Darrell Stamps
ds@theramsaygroup.com
Amendment to extend agreement
Original $87,000 + $21,750 Extension
March 23, 2025 to June 23, 2025
on file
Darrell Stamps, ds@theramsaygroup.com
Housing and Community Development
Jay Virata
Ooriginal 02/27/2020, 1E
A8497
3
-
-
-
Department
N/A
No
3/3/2025 Noe Arechiga
Docusign Envelope ID: 39854FE7-8278-48C5-AAED-3E042CD75F31
Page 1 of 3
Revised: 2.9.22
AMENDMENT NO. 3 TO THE PROFESSIONAL SERVICES
AGREEMENT A8761
BETWEEN THE CITY PALM SPRINGS AND THE RAMSAY GROUP
1.Parties and Date.
This Amendment No. 3 to the Professional Services Agreement is made and entered into as of
this 3rd day of March 2025, by and between the City of Palm Springs (“City”) and The Ramsay Group,
with its principal place of business at 23800 Garland Court, Valencia, CA 91354 (“Consultant”). City
and Consultant are sometimes individually referred to as “Party” and collectively as “Parties.”
2.Recitals.
2.1 Agreement. The City and Consultant have entered into an agreement entitled
“Professional Services Agreement” dated March 24, 2020 (“Agreement”) for the purpose of retaining
the services of Consultant to provide on-call Community Development Block Grant (CDBG)
administrative services for a term of March 24, 2020 to March 23, 2023, approved by City Council on
February 27, 2020, item 1E.
2.2 Amendment No. 1. The Parties amended the Agreement to extend the term one year
and specify the compensation of the agreement. The Parties have heretofore entered into that
Amendment No. 1 dated March 21, 2023, for a contract amount not to exceed $348,000 and a term
of March 24, 2020, through March 23, 2024.
2.3 Amendment No. 2. The Parties entered into Amendment No. 2 on February 8, 2024, to
add an additional $87,000 and extend the term through March 23, 2025, for a revised contract amount
not to exceed $435,000.
2.4 Amendment No. 3. The Parties desire to amend the Agreement, to extend the term
through June 30, 2025, and add an additional $21,750for a revised contract amount not to exceed
$456,750.
2.5 Amendment Authority. This Amendment No. 3 is authorized pursuant to Section 2.3
of the Agreement
3.Terms.
3.1 COMPENSATION. Section 2.1 Maximum Contract Amount is revised to reflect a
total contract amount of $456,750.
3.2 TERM. Section 3.4 Is hereby replaced in its entirety as follows:
“3.4 Term. Unless earlier terminated under the terms of this Agreement, this Agreement shall
continue in full force and effect commencing on March 24, 2020, and continuing through June 30,
2025, unless extended by mutual written agreement of the Parties.”
Docusign Envelope ID: 39854FE7-8278-48C5-AAED-3E042CD75F31
Page 2 of 3
Revised: 2.9.22
3.3 Continuing Effect of Agreement. Except as amended by this Amendment No. 3, all
other provisions of the Agreement remain in full force and effect and shall govern the actions of the
parties under this Amendment No. 3. From and after the date of this Amendment No. 3, whenever the
term “Agreement” or “Contract” appears in the Agreement, it shall mean the Agreement as amended
by this Amendment No. 3.
3.4 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they
have each received adequate and independent consideration for the performance of the obligations
they have undertaken pursuant to this Amendment No. 3.
3.5 Severability. If any portion of this Amendment No. 3 is declared invalid, illegal, or
otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue
in full force and effect.
3.6 Counterparts. This Amendment No. 3 may be executed in duplicate originals, each of
which is deemed to be an original, but when taken together shall constitute but one and the same
instrument.
[SIGNATURES ON FOLLOWING PAGE]
Docusign Envelope ID: 39854FE7-8278-48C5-AAED-3E042CD75F31
Page 3 of 3
Revised: 2.9.22
SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM
SPRINGS AND THE RAMSAY GROUP
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below.
CONTRACTOR:
By: _______________________________________By: _________________________________________
Signature Signature
(2nd signature required for Corporations)
Date:Date:
CITY OF PALM SPRINGS:
APPROVED BY CITY COUNCIL:
Date: ____________________ Item No. ___________
APPROVED AS TO FORM: ATTEST:
By: ___________________________ By: _______________________________
City Attorney City Clerk
APPROVED:
By: _______________________________ Date:
City Manager – over $50,000
Deputy/Assistant City Manager – up to $50,000
Director – up to $25,000
Manager – up to $5,000
Docusign Envelope ID: 39854FE7-8278-48C5-AAED-3E042CD75F31
3/4/2025
3/4/2025
3/4/2025
3/4/2025
CONTRACT ABSTRACT
Contract/Amendment
Name of Contract:
Company Name:
Company Contact:
Email:
Summary of Services:
Contract Price:
Contract Term:
Public Integrity/ Business
Disclosure Forms:
Contract Administration
Lead Department:
Contract Administrator/ Ext:
Contract Approvals
Council/City Manager Approval Date:
Agreement Number:
Amendment Number:
Contract Compliance
Exhibits:
Insurance:
Routed By:
Bonds:
Business License:
Sole Source Co-Op
CoOp Agmt #: Sole Source
Documents: CoOp Name:
CoOp Pricing:
By: Submitted on:
Contract Abstract Form Rev 8.16.23
Authorized Signers:
Name, Email
(Corporations require 2 signatures)
Professional Services Agreement-On-Call CDBG Admin Svcs
The Ramsay Group
Darrell Stamps
ds@theramsaygroup.com
provide on-call CDBG administrative services
$348,000 + $87,000 = $435,000
March 24, 2020 through March 23, 2025
on file
Darrell Stamps, ds@theramsaygroup.com
Community & Economic Development
Jay Virata
original 02/27/2020, 1E
A8497
2
-
-
-
Procurement
N/A
No
RFP 07-20
N/A
N/A
N/A
2/8/2024 Brian Sotak-Rossman
DocuSign Envelope ID: 9B7F515A-FAE5-49CF-A0A6-6E2F2C99ABF0
Page 1 of 3
Revised: 10.31.23
AMENDMENT NO. 2 TO THE PROFESSIONAL SERVICES
AGREEMENT A8497
BETWEEN THE CITY PALM SPRINGS AND THE RAMSAY GROUP
1. Parties and Date.
This Amendment No. 2 to the Professional Services Agreement is made and entered into as
of this 8th day of February, 2024, by and between the City of Palm Springs (“City”) and The Ramsay
Group, with its principal place of business at 23800 Garland Court, Valencia, CA 91354
(“Consultant”). City and Consultant are sometimes individually referred to as “Party” and
collectively as “Parties.”
2. Recitals.
2.1 Agreement. The City and Consultant have entered into an agreement entitled
“Professional Services Agreement” dated March 24, 2020 (“Agreement”) for the purpose of
retaining the services of Consultant to provide on-call Community Development Block Grant
(CDBG) administrative services for a term of three years from March 24, 2020 to March 23, 2023,
with options to extend for two additional one year terms, in the annual amount not to exceed
$87,000, for a contract not to exceed amount of $261,000, approved by City Council on February 27,
2020, item 1E.
2.2 Amendment #1. The City and Consultant amended the Agreement to extend the term
one year and specify the compensation of the agreement. The Parties have heretofore entered into
that Amendment No. 1 dated March 21, 2023, for an amount not to exceed $348,000 and a term of
March 24, 2020 to March 23, 2024.
2.3 Amendment. The City and Consultant desire to amend the Agreement to extend the
term and add additional compensation.
2.4 Amendment Authority. This Amendment No. 2 is authorized pursuant to Section 2.3
of the Agreement to exercise the last extension option.
3. Terms.
3.1 Compensation. Section 2.0 is revised to reflect the increased value for the one-year
extension by an additional $87,000 for a revised amount not to exceed $435,000.
3.2 Term. Section 3.4 is hereby amended to exercise the second option and extend the
term until March 23, 2025.
3.3 Continuing Effect of Agreement. Except as amended by this Amendment No. 2, all
other provisions of the Agreement remain in full force and effect and shall govern the actions of the
parties under this Amendment No. 2. From and after the date of this Amendment No. 2, whenever
the term “Agreement” or “Contract” appears in the Agreement, it shall mean the Agreement as
DocuSign Envelope ID: 9B7F515A-FAE5-49CF-A0A6-6E2F2C99ABF0
Page 2 of 3
Revised: 10.31.23
amended by this Amendment No. 2.
3.4 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they
have each received adequate and independent consideration for the performance of the obligations
they have undertaken pursuant to this Amendment No. 2.
3.5 Severability. If any portion of this Amendment No. 2 is declared invalid, illegal, or
otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall
continue in full force and effect.
3.6 Counterparts. This Amendment No. 2 may be executed in duplicate originals, each of
which is deemed to be an original, but when taken together shall constitute but one and the same
instrument.
[SIGNATURES ON FOLLOWING PAGE]
DocuSign Envelope ID: 9B7F515A-FAE5-49CF-A0A6-6E2F2C99ABF0
Page 3 of 3
Revised: 10.31.23
SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS
AND THE RAMSAY GROUP
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated
below.
CONSULTANT:
By: _______________________________________ By: _________________________________________
Signature Signature (2nd signature required for Corporations)
Date: Date:
CITY OF PALM SPRINGS:
APPROVED BY CITY COUNCIL:
Date: N/A Item No. N/A
APPROVED AS TO FORM: ATTEST:
By: ___________________________ By: _______________________________
City Attorney City Clerk
APPROVED:
By: _______________________________ Date:
City Manager – over $50,000
Deputy/Assistant City Manager – up to $50,000
Director – up to $25,000
Manager – up to $5,000
DocuSign Envelope ID: 9B7F515A-FAE5-49CF-A0A6-6E2F2C99ABF0
3/28/2024
3/29/2024
Page 1 of 3
Revised: 2.9.22
AMENDMENT NO. 1 TO AGREEMENT A8497
BETWEEN THE CITY PALM SPRINGS AND THE RAMSAY GROUP
1. Parties and Date.
This Amendment No. 1 to the On-Call Community Development Block Grant (CDBG)
Administrative Services is made and entered into as of this 21st day of March 2023, by and between
the City of Palm Springs (“City”) and The Ramsay Group, with its principal place of business at
23800 Garland Court, Valencia CA 91354] “Consultant”. City and Consultant are sometimes
individually referred to as “Party” and collectively as “Parties.”
2. Recitals.
2.1 Agreement. The City and Consultant have entered into an agreement entitled “On-
Call Community Development Block Grant (CDBG) Administrative Services” dated March 24,
2020 (“Agreement” or “Contract”) for the purpose of retaining the services of Consultant to provide
as needed, CDBG Administrative Services for a variety of future consulting projects.
2.2 Amendment. The City and Consultant desire to amend the Agreement to exercise the
first option year of the Agreement.
2.3 Amendment Authority. This Amendment No. 1 is authorized pursuant to Section 2.3
of the Agreement.
3. Terms.
3.1 Section 2.0 Compensation is revised to reflect the agreement amount approved by
City Council at a not to exceed value of $87,000 per year for a not to exceed $261,000 for the initial
term of the agreement. Also increases the agreement value for the one-year extension by an
additional $87,000 for a revised agreement value not to exceed $348,000.
3.2 Section 3.4 Term. Section of the Agreement is hereby amended to exercise the first
option and extend the term until March 23, 2024.
3.3 Continuing Effect of Agreement. Except as amended by this Amendment No.1, all
other provisions of the Agreement remain in full force and effect and shall govern the actions of the
parties under this Amendment No. 1. From and after the date of this Amendment No. 1, whenever
the term “Agreement” or “Contract” appears in the Agreement, it shall mean the Agreement as
amended by this Amendment No. 1.
3.4 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they
have each received adequate and independent consideration for the performance of the obligations
they have undertaken pursuant to this Amendment No. 1.
3.5 Severability. If any portion of this Amendment No. 1 is declared invalid, illegal, or
DocuSign Envelope ID: 7D4B43CD-5102-4A2F-8AB5-A41C2858E1BB
Page 2 of 3
Revised: 2.9.22
otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall
continue in full force and effect.
3.6 Counterparts. This Amendment No. 1 may be executed in duplicate originals, each of
which is deemed to be an original, but when taken together shall constitute but one and the same
instrument.
[SIGNATURES ON FOLLOWING PAGE]
DocuSign Envelope ID: 7D4B43CD-5102-4A2F-8AB5-A41C2858E1BB
Page 3 of 3
Revised: 2.9.22
SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS
AND THE RAMSAY GROUP
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated
below.
CONSULTANT:
By: _______________________________________ By: _________________________________________
Signature Signature
(2nd signature required for Corporations)
Date: Date:
CITY OF PALM SPRINGS:
APPROVED BY CITY COUNCIL:
Date: _______ Item No.
APPROVED AS TO FORM: ATTEST:
By: ___________________________ By: _______________________________
City Attorney City Clerk
APPROVED:
By: _______________________________ Date:
City Manager – over $50,000
Deputy/Assistant City Manager – up to $50,000
Director – up to $25,000
Manager – up to $5,000
DocuSign Envelope ID: 7D4B43CD-5102-4A2F-8AB5-A41C2858E1BB
3/21/2023
3/22/2023
CITY OF PALM SPRINGS
PROFESSIONAL SERVICES AGREEMENT
ON-CALL COMMUNITY DEVELOPMENT BLOCK
GRANT(CDBG)ADMINISTRATIVE SERVICES
THIS PROFESSIONAL SERVICES AGREEMENT MELT (hereinafter "Agreement") is made and
entered into, to be effective this 2�ykday of 2020, by and between the CITY OF
PALM SPRINGS, a California charter city and municipal corporation, (hereinafter referred to as"City")
and The Ramsay Group, (hereinafter referred to as "Consultant"). City and Consultant are sometimes
hereinafter individually referred to as"Party"and are hereinafter collectively referred to as the"Parties."
RECITALS
A. City has determined that there is a need for As-Needed, CDBG Administrative Services
for a variety of future consulting projects, (hereinafter the"Project").
B. Consultant has submitted to City a proposal to provide As-Needed, CDBG
Administrative Services for a variety of future consulting projects to City pursuant to the terms of this
Agreement.
C. Consultant 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 herein.
D. City desires to retain Consultant to provide such professional services.
NOW, THEREFORE, in consideration of the promises and mutual obligations, covenants, and
conditions contained herein, and other valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties agree as follows:
1.0 SERVICES OF CONSULTANT
1.1 Scope of Services. In compliance with all terms and conditions of this Agreement,
Consultant agrees to perform the professional services set forth in the Scope of Services described in
Exhibit "A," which is attached hereto and is incorporated herein by reference (hereinafter referred to as
the "Services" or "Work"). As a material inducement to the City entering into this Agreement,
Consultant represents and warrants that this Agreement requires specialized skills and abilities and is
consistent with this understanding, Consultant is a provider of first class work and professional services
and that Consultant is experienced in performing the Work and Services contemplated herein and, in
light of such status and experience, Consultant covenants that it shall follow the highest professional
standards in performing the Work and Services required hereunder. For purposes of this Agreement, the
phrase "highest professional standards" shall mean those standards of practice recognized as high quality
among well-qualified and experienced professionals performing similar work under similar
circumstances.
1-31-18
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 Consultant's signed, original proposal submitted to the City("Consultant's Proposal"), (collectively
referred to as the "Contract Documents"). The City's Request for Proposals and the Consultant'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 Consultant's Proposal.
All provisions of the Scope of Services, the City's Request for Proposals and the Consultant'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: (1�)the terms of this
Agreement; (2"a) the provisions of the Scope of Services(Exhibit "A"); as may be amended from time
to time; (3 d)the provisions of the City's Request for Proposal (Exhibit "B"); and, (0) the provisions of
the Consultant's Proposal (Exhibit"C").
1.3 Compliance with Law. Consultant warrants that all Services rendered hereunder shall
be performed in accordance with all applicable federal, state, and local laws, statutes, and ordinances
and all lawful orders, rules, and regulations promulgated thereunder, including without limitation all
applicable Cal/OSHA requirements.
1A Licenses, Permits. Fees and Assessments. Consultant 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.
Consultant represents and warrants to City that Consultant 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 Consultant to perform the Work and Services under this Agreement. Consultant
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 Consultant's performance
of the Work and Services required by this Agreement, and shall indemnify, defend, and hold harmless
City against any such fees, assessments, taxes penalties, or interest levied, assessed, or imposed against
City hereunder.
1.5 Familiarity with Work. By executing this Agreement, Consultant warrants that
Consultant (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, Consultant warrants that Consultant has or will investigate the site and is or
will be fully acquainted with the conditions there existing, prior to commencement of any Services
hereunder. Should the Consultant discover any latent or unknown conditions that will materially affect
the performance of the Services hereunder, Consultant shall immediately inform the City of such fact
and shall not proceed except at Consultant's risk until written instructions are received from the City.
1.6 Care of Work. Consultant shall adopt reasonable methods during the term of the
Agreement to famish continuous protection to the Work and the equipment, materials, papers,
documents, plans, studies, and/or other components thereof to prevent losses or damages, and 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.
1-31-18
1.7 Further Responsibilities of Parties. Both Parties agree to use reasonable care and
diligence to perform their respective obligations under this Agreement. Both 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 Performance of Services. City Manager or Director of Community and Economic
Development, as provided in Section 2.1 of this Agreement, shall have the right at any time during the
term of this Agreement to order the performance of services as generally described in the Scope of
Services to perform extra or additional work beyond that specified in the Scope of Services or make
changes by altering, adding to, or deducting from such Work. No Work may be undertaken unless a
written order is first given by the City Manager or the Director of The Ramsay Group to the Consultant,
incorporating therein the identification and description of the Work to be performed, a maximum or not
to exceed amount for such Work, and the time to perform this Agreement.
1.9 Unauthorized Aliens. Consultant hereby represents and warrants that it will comply with
all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§1101, et seq., as
amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should
Consultant so employ such unauthorized aliens for the performance of any work and/or services under
this Agreement, and should any liability or sanctions be imposed against City for such use of
unauthorized aliens, Consultant hereby agrees to reimburse City for any and all liabilities, actions, suits,
claims,demands, losses, costs,judgments, arbitration awards, settlements,damages, demands,orders,or
penalties which arise out of or are related to such employment,together with any and all costs, including
attorneys'fees,incurred by City.
2.0 COMPENSATION
2.1 Maximum Contract Amount. City and Consultant hereby acknowledge and agree that
the scope of services required by this Agreement will vary dependent upon the number, type, and extent
of the services or work the Consultant shall provide; and no guarantee of the extent or the type of
services required of Consultant under the terms of this Agreement is made by the City. The annual level
of services required by this Agreement is unknown, and may significantly increase or decrease from
year to year. In acknowledgement of the fact that the number and type of projects requiring the
Consultant's services has not been identified for this contract, City and Consultant hereby acknowledge
and agree that a specific "Maximum Contract Sam" shall be imposed on each separate project that the
City may assign Consultant as provided in Section 1.8 and in this Section 2.1. Each such separate
project shall be identified as a Task Order or a Purchase Order authorized by the Director of Community
and Economic Development or the City Manager as provided in this Section 2.1. For the services
rendered pursuant to this Agreement, the Consultant shall be compensated in accordance with the
"Schedule of Compensation" attached hereto as Exhibit "D" and incorporated herein by this reference.
The method of compensation may include: (i) a lump sum payment upon completion, (ii) payment for
time and materials based upon the Consultant's Schedule of Hourly Billing Rates as shown on Exhibit
"D", or (iii) such other methods as may be specified in the Schedule of Compensation. Compensation
shall include reimbursement for actual and necessary expenditures for reproduction costs, telephone
expense, transportation expense, and all other necessary expenditures required to perform the
professional services under this Agreement. Compensation shall include the attendance of Consultant at
all project meetings reasonably deemed necessary by the City; Consultant shall not be entitled to any
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additional compensation for attending said meetings. Consultant hereby acknowledges that it accepts
the risk that the services to be provided pursuant to the Scope of Services may be more costly or time
consuming than Consultant anticipates, and that Consultant shall not be entitled to additional
compensation therefore.
It is expressly agreed that the maximum contract amount of this Agreement is undefined, and is subject
to the number and type of projects requiring the Consultant's services throughout the duration of the
term of this Agreement, if any. Consultant shall be entitled to compensation in accordance with separate
City authorized "Task Orders" (Purchase Orders) with corresponding Not-to-Exceed payment amounts
established pursuant to the Consultant's Schedule of Hourly Billing Rates as shown on Exhibit "D".
Consultant's compensation shall be limited to the amount identified on each separate, individually
authorized Task Order corresponding to a project requiring the services of the Consultant.
By approval of this Agreement, the City Council hereby authorizes the subsequent approval of
individual Task Orders (Purchase Orders) in those amounts sufficient to cover the cost of required
services(pursuant to Schedule"D")necessary for the projects. Subject to existing cost limits established
by municipal code.
2.2 Method of Payment. Unless some other method of payment is specified in the Schedule
of Compensation (Exhibit "D"), in any month in which Consultant wishes to receive payment, no later
than the tenth (10) working day of such month, Consultant shall submit to the City, in a form approved
by the City's Finance Director, an invoice for services rendered prior to the date of the invoice. Such
requests shall be based upon the amount and value of the services performed by Consultant 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 Consultant within forty-five(45) days after receipt of the invoice
or a soon thereafter as is reasonably practical. There shall be a maximum of one payment per month.
2.3 Chanees in Scope. In the event any change or changes in the Scope of Services is
requested by the City, the Parties shall execute a written amendment to this Agreement, setting forth
with particularity all terms of such amendment, including,but not limited to, any additional professional
fees. An amendment may be entered into: (a) to provide for revisions or modifications to documents or
other work product or work when documents or other work product or work is required by the
enactment or revision of law subsequent to the preparation of any documents, other work product, or
work; and/or (b) to provide for additional services not included in this Agreement or not customarily
famished in accordance with generally accepted practice in Consultant's profession.
2A Appropriations. This Agreement is subject to and contingent upon funds being
appropriated therefore by the Palm Springs City Council for each fiscal year covered by the Agreement.
If such appropriations are not made, the City Manager may terminate this Agreement as provided in
Section 8.3 of this Agreement; otherwise, there shall be no funding for any work or services and
Consultant shall not be entitled to payment for any work or services that Consultant may provide.
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 Consultant is an essential condition of this
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Agreement. Consultant shall prosecute regularly and diligently the Work of this Agreement according
to the agreed upon Schedule of Performance for each Task Order.
3.2 Schedule of Performance. Consultant shall commence the Services pursuant to 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 Consultant, 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 pursuant to this Agreement shall be extended because of any
delays due to unforeseeable causes beyond the control and without the fault or negligence of the
Consultant (financial inability excepted), including, but 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, if
Consultant, within ten (10) days of the commencement of such delay, notifies the City Manager in
writing of the causes of the delay. 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 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 Consultant be entitled to recover
damages against the City for any delay in the performance of this Agreement, however caused,
Consultant's sole remedy being extension of the Agreement pursuant to this section.
3.4 Term Unless earlier terminated under the terms of this Agreement,this Agreement shall
continue in full force and effect for three (3) years. At the sole discretion of the City Manager, upon
written notice to Consultant and mutual agreement, the term of this Agreement may be extended for two
(2)additional one(1)year terns.
4. COORDINATION OF WORK
4.1 Representative of Consultant. The following principal of Consultant is hereby
designated as being the principal and representative of Consultant authorized to act in its behalf with
respect to the Services to be performed under this Agreement and make all decisions in connection
therewith: Darrell Stamps. 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 Consultant and devoting sufficient time to personally supervise
the services performed hereunder. The foregoing principal may not be changed by Consultant without
prior written approval of the Contract Officer.
4.2 Contract Officer. The Contract Officer shall be such person as may be designated by
the City Manager of City, and is subject to change by the City Manager. It shall be the Consultant's
responsibility to ensure that the Contract Officer is kept fully informed of the progress of the
performance of the Services, and the Consultant shall refer any decisions which must be made by City to
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the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall
mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all
documents on behalf of the City required hereunder to carry out the terms of this Agreement.
43 Prohibition Aeainst Subcontractine or Assignments. The experience, knowledge,
capability, expertise, and reputation of Consultant, its principals and employees, were a substantial
inducement for City to enter into this Agreement. Therefore, Consultant shall not assign the
performance of this Agreement, nor any part thereof, nor any monies due hereunder, voluntarily or by
operation of law, without the prior written consent of City. Consultant shall not contract with any other
entity to perform the Services required under this Agreement without the prior written consent of City.
If Consultant is permitted to subcontract any part of this Agreement by City, Consultant shall be
responsible to City for the acts and omissions of its sub-Consultam(s) in the same manner as it is for
persons directly employed. Nothing contained in this Agreement shall create any contractual
relationships between any sub-Consultant and City. All persons engaged in the Work will be considered
employees of Consultant. City will deal directly with and will make all payments to Consultant. In
addition, neither this Agreement nor any interest herein 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 hereunder shall include the
transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of
the present ownership and/or control of Consultant, 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 Consultant or any surety of Consultant
from any liability hereunder without the express written consent of City.
4A Indeoendent Consultant.
A. The legal relationship between the Parties is that of an independent Consultant,
and nothing herein shall be deemed to make Consultant a City employee. During the performance of this
Agreement, Consultant and its officers, employees, and agents shall act in an independent capacity and
shall not act as City officers or employees. The personnel performing the Services under this
Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and
control. Neither City nor any of its officers, employees, or agents shall have control over the conduct of
Consultant or any of its officers, employees, or agents, except as set forth in this Agreement.
Consultant, 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 Consultant's employees, servants, representatives, or agents, or in fixing their number,
compensation, or hours of service. Consultant 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 Consultant in its business or otherwise a joint venturer or a
member of any joint enterprise with Consultant.
B. Consultant shall not incur or have the power to incur any debt, obligation, or
liability against City,or bind City in any manner.
C. No City benefits shall be available to Consultant, its officers, employees, or
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agents in connection with any performance under this Agreement. Except for professional fees paid to
Consultant as provided for in this Agreement, City shall not pay salaries, wages, or other compensation
to Consultant for the performance of Services under this Agreement. City shall not be liable for
compensation or indemnification to Consultant, its officers, employees, or agents, for injury or sickness
arising out of performing Services hereunder. If for any reason any court or governmental agency
determines that the City has financial obligations, other than pursuant to Section 2 and Subsection 1.8
herein, of any nature relating to salary, taxes, or benefits of Consultant's officers, employees, servants,
representatives, subConsultants, or agents, Consultant shall indemnify City for all such financial
obligations.
5. INSURANCE
5.1 Types of Insurance. Consultant shall procure and maintain, at its sole cost and expense,
in a form and content satisfactory to City, the insurance described herein for the duration of this
Agreement, including any extension thereof, or as otherwise specified herein, against claims which may
arise from or in connection with the performance of the Work hereunder by Consultant, its 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
Consultant 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. Consultant shall immediately substitute
any insurer whose A.M. Best rating drops below the levels specified herein. Except as otherwise
authorized below for professional liability (errors and omissions) insurance, all insurance provided
pursuant to this Agreement shall be on an occurrence basis. The minimum amount of insurance required
hereunder shall be as follows:
A. Errors and Omissions Insurance. Consultant shall obtain and maintain in full
force and effect throughout the term of this Agreement, standard industry form professional 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) Consultant shall either: (a) certify in writing to the City that Consultant is
unaware of any professional liability claims made against Consultant and is unaware of any facts which
may lead to such a claim against Consultant; or (b) if Consultant does not provide the certification
pursuant to (a), Consultant shall procure from the professional 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 pursuant to 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, Consultant shall obtain continuing insurance coverage for
the prior acts or omissions of Consultant 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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(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 tens 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 perfomung the Services under the terms of this Agreement.
B. Workers' Compensation Insurance. Consultant 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. Consultant 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 sub-Consultants, if any, to do likewise under their workers'
compensation insurance policies. If Consultant has no employees, Consultant shall complete the City's
Request for Waiver of Workers' Compensation Insurance Requirement form.
C. Commercial General Liability Insurance. Consultant 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 Consultants,
broad to=property damage,products and completed operations.
D. Business Automobile Insurance. Consultant shall obtain and maintain, in full
force and effect throughout the tern 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. Consultant shall obtain and maintain, in full force
and effect throughout the tear[ 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 prior to commencing any work or services under
this Agreement. Consultant 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 may require evidence of pending claims and claims history as well as evidence of Consultant'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 insurance
policies required of Consultant pursuant to this Agreement:
5.3.1 For any claims related to this Agreement, Consultant's coverage shall be primary
insurance as respects City and its officers, council members, officials, employees, agents,
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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
Consultant'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 Consultant 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 None of the insurance coverages required herein will be in compliance with these
requirements if they include any limiting endorsement which substantially impairs the
coverages set forth herein (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 Consultant 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
Consultant's obligation to ensure timely compliance with all insurance submittal
requirements as provided herein.
5.3.6 Consultant agrees to ensure that sub-Consultants, and any other parties involved with the
Project who are brought onto or involved in the Project by Consultant, provide the same
minimum insurance coverage required of Consultant. Consultant 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. Consultant agrees that upon
request, all agreements with sub-Consultants and others engaged in the Project will be
submitted to the City for review.
5.3.7 Consultant acknowledges and agrees that any actual or alleged failure on the part of the
City to inform Consultant of non-compliance with any insurance requirement in no way
imposes any additional obligations on the City nor does it waive any rights hereunder in
this or any other regard.
5.3.8 Consultant shall provide proof that policies of insurance required herein expiring during
the tern 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
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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 nor as a waiver
of any coverage normally provided by any given policy. Specific reference to a given
coverage feature is for purposes of clarification only as it pertains to a given issue, and is
not intended by any party or insured to be limiting or all-inclusive.
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 impairs the
provisions of this section.
5.3.11 Consultant agrees to provide immediate notice to City of any claim or loss against
Consultant 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 Consultant agrees that the provisions of this section shall not be construed as limiting in
any way the extent to which the Consultant may be held responsible for the payment of
damages resulting from the Consultant's activities or the activities of any person or
person for which the Consultant is otherwise responsible.
5.4 Sufficiency of Insurers. Insurance required herein 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. Consultant shall famish City with both certificates of
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 Consultant'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
additions! 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).
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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 me 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 Consultant's
obligation to provide them.
6. INDEMNIFICATION
6.1 To the fullest extent permitted by law, Consultant shall defend (at Consultant'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 (Consultant'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 Consultant, its officers,
employees, representatives, and agents, that arise out of or relate to Consultant'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 Consultant's indemnification obligation or other liability under this Agreement. Consultant'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 Desilm Professional Services Indemnification and Reimbursement. If the Agreement
is determined to be a"design professional services agreement"and Consultant is a"design professional"
under California Civil Code Section 2782.8, then:
A. To the fullest extent permitted by law, Consultant shall indemnify, defend (at Consultant's
sole cost and expense), protect and hold harmless City and its elected officials, officers, employees,
1.3M8
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 (Consultant's
employees included) and damage to property, which Claims arise out of, pertain to, or are related to the
negligence, recklessness or willfid misconduct of Consultant, its agents, employees, or sub-Consultants,
or arise from Consultant's negligent, reckless or willful performance of or failure to perform any term,
provision, covenant or condition of this Agreement ("Indemnified Claims'l, but Consultant'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. Consultant shall reimburse the Indemnified Parties for any reasonable expenditures, including
reasonable attorneys' fees, expert fees, litigation costs, and expenses that each Indemnified Party may
incur by reason of Indemnified Claims. Upon request by an Indemnified Party, Consultant shall defend
with legal counsel reasonably acceptable to the Indemnified Party all Claims against the Indemnified
Party that may arise out of, pertain to, or relate to Indemnified Claims, whether or not Consultant is
named as a party to the Claim proceeding. The determination whether a Claim"may arise out of,pertain
to, or relate to Indemnified Claims" shall be based on the allegations made in the Claim and the facts
known or subsequently discovered by the Parties. Consultant's indemnification obligation hereunder
shall survive the expiration or earlier termination of this Agreement until all actions against the
Indemnified Parties for such matters indemnified hereunder are fully and finally barred by the applicable
statute of limitations or, if an action is timely filed, until such action is final.
C. The Consultant shall require all non-design-profession sub-Consultants, used or sub-
contracted by Consultant 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 additions, Consultant shall require all non-design-professional sub-Consultants,
used or sub-contracted by Consultant to perform the Services or Work required under this Agreement,to
obtain insurance that is consistent with the Insurance provisions as set 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. Consultant shall keep complete, accurate, and detailed accounts of
all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Consultant 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. Consultant shall periodically prepare and submit to the Contract Officer such
reports concerning the performance of the Services required by this Agreement as the Contract Officer
shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of the
Work and Services to be performed pursuant to this Agreement. For this reason, Consultant agrees that
if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will
materially increase or decrease the cost of the Work or Services contemplated herein or, if Consultant is
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providing design services, the cost of the project being designed, Consultant shall promptly notify the
Contract Officer of such fact, circumstance,technique,or event and the estimated increased or decreased
cost related thereto and, if Consultant is providing design services, the estimated increased or decreased
cost estimate for the project being designed.
7.3 Ownership of Documents. All drawings, specifications, reports, records, documents,
memoranda, correspondence, computations, and other materials prepared by Consultant, its employees,
subConsultants, 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, and Consultant 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 hereunder.
Any use of such completed documents for other projects and/or use of incomplete documents without
specific written authorization by the Consultant will be at the City's sole risk and without liability to
Consultant, and the City shall indemnify the Consultant for all damages resulting therefrom. Consultant
may retain copies of such documents for its own use. Consultant shall have an unrestricted right to use
the concepts embodied therein. Consultant shall ensure that all its sub-Consultants shall provide for
assignment to City of any documents or materials prepared by them, and in the event Consultant fails to
secure such assignment, Consultant shall indemnify City for all damages resulting therefrom.
7.4 Release of Documents. All drawings, specifications, reports, records, documents, and
other materials prepared by Consultant 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
Consultant in the performance of this Agreement shall be considered confidential and shall not be
released by Consultant without City's prior written authorization.
7.5 Audit and Inspection of Records. After receipt of reasonable notice and during the
regular business hours of City, Consultant shall provide City, or other agents of City, such access to
Consultant'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 Consultant's performance under this Agreement. Consultant 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 Consultant 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
1-31-18
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 Termination. City may terminate this Agreement for its convenience at any time,
without cause, in whole or in part, upon giving Consultant thirty (30) days written notice. Upon such
notice, City shall pay Consultant for Services performed through the date of termination. Upon receipt
of such notice, Consultant shall immediately cease all work under this Agreement, unless the notice
provides otherwise. Thereafter, Consultant shall have no further claims against the City under this
Agreement. Upon termination of the Agreement pursuant to this section, Consultant shall submit to the
City an invoice for work and services performed prior to the date of termination. In addition, the
Consultant reserves the right to terminate this Agreement at any time, 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 Consultant may determine.
8A Default of Consultant.
A. Consultant's failure to comply with any provision of this Agreement shall
constitute a default.
B. If the City Manager, or his designee, determines that Consultant is in default in
the performance of any of the terms or conditions of this Agreement, he/she shall notify Consultant in
writing of such default. Consultant shall have ten (10) days, or such longer period as City may
designate, to cure the default by rendering satisfactory performance. In the event Consultant 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. Consultant shall be
liable for any and 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 herein shall limit City's right to terminate this
Agreement without cause pursuant to Section 8.3.
C. If termination is due to the failure of the Consultant to fulfill its obligations under
this Agreement, City may, after compliance with the provisions of Section 8.43, take over the work and
prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the
extent that the total war for completion of the Services required hereunder exceeds the Maximum
Contract Amount (provided that the City shall use reasonable efforts to mitigate such damages), and
City may withhold any payments to the Consultant 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
Consultant shall not limit Consultant's liability for completion of the Services as provided herein.
8.5 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
1-31-I8
covenants, conditions, or terms contained in this Agreement be construed as changing the terns of this
Agreement in any manner or preventing the Parties from enforcing the full provisions hereof.
8.6 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.
8.7 Legal Action. In addition to any other rights or remedies, either Party may take legal
action, in law or in equity, to cure, correct or remedy any default,to recover damages for any default, to
compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain
any other remedy consistent with the purposes of this Agreement.
8.8 Attornev 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, including but not limited to reasonable attorney fees, expert consultant 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.
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 Consultant, 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 Consultant or to its successor, or for breach
of any obligation of the terns of this Agreement.
9.2 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.
9.3 Covenant Against Discrimination. In connection with its performance under this
Agreement, Consultant 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"). Consultant 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, Consultant certifies
that its actions and omissions hereunder shall not incorporate any discrimination arising from or related
to any prohibited basis in any Consultant activity, including but not limited to the following:
1-31-I8
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 Consultant 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.
A. To the fullest extent permissible under law, and in lieu of any other warranty by
City or Consultant against patent or copyright infringement, statutory or otherwise, it is agreed that
Consultant shall defend at its expense any claim or suit against City on account of any allegation that
any item famished under this Agreement, or the normal use or sale thereof arising out of the
performance of this Agreement, infringes upon any presently existing U.S. letters patent or copyright
and Consultant shall pay all costs and damages finally awarded in any such suit or claim, provided that
Consultant is promptly notified in writing of the suit or claim and given authority, information and
assistance at Consultant'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 Consultant. However,
Consultant will not indemnify City if the suit or claim results from: (1)City's alteration of a deliverable,
such that 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 Consultant when it is such use in combination which infringes upon an existing U.S. letters
patent or copyright.
B. Consultant shall have sole control of the defense of any such claim or suit and all
negotiations for settlement thereof, Consultant shall not be obligated to indemnify City under any
settlement made without Consultant's consent or in the event City fails to cooperate in the defense of
any suit or claim, provided, however, that such defense shall be at Consultant's expense. If the use or
sale of such item is enjoined as a result of the suit or claim, Consultant, 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 Notices. All notices or other communications required or permitted hereunder shall be in
writing, and 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, and 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, instant messages are not acceptable
manners of notice required hereunder. Notices or other communications shall be addressed as follows:
To Ci City of Palm Springs
Attention: City Manager
3200 E.Tahquitz Canyon Way
tat-ta
Palm Springs, California 92262
Telephone: (760) 323-8204
Facsimile: (760) 323-8332
To Consultant: The Ramsay Group
Attention: Darrell Stamps
23800 Garland Court
Valencia, CA 91354
Telephone: (213) 256-7657
10.3 Entire 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 hereof. No amendments or other
modifications of this Agreement shall be binding unless executed in writing by both Parties hereto, or
their respective successors, assigns,or grantees.
10.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted
in such a manner as to be effective and valid under applicable law, but 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 herein, 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 hereto.
10.7 Recitals. The above-referenced Recitals are hereby incorporated into the Agreement as
though fully set forth herein and each Party acknowledges and agrees that such Party is bound, for
purposes of this Agreement,by the same.
10.8. Corporate 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.
1.31-18
(SIGNATURES ON FOLLOWING PAGE)
1-31-18
IN WITNESS WHEREOF, the City and the Consultant have caused this Agreement to be executed the
day and year first above written.
ATTEST: CONTENTSAPPROVED:
CITY OF PALM SPRINGS,CA
By _. By
H y Mejia, Da y, City
Date: 03.2,gbo- e7 Date: oaj-j4gi ow
APPROVED AS TO FORM: APPROVED BY CITY COUNCIL:
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(,�(Date: ec� 1102C f APPROVED BY CRY COW"
CONSULTANT
Name: The Ramsay Group ..
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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.
Address: 23800 Garland Court
Valencia, CA 91354
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By: Aignature�(n ized By. Signature(notarized)
Name: &"l!'f ' Name:
Title: V tot-.✓ Title:
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EXHIBIT'A"
SCOPE OF SERVICES
The Ramsay Group (CRG) shall provide administrative and CDBG programmatic assistance in support
of the City's CDBG Program beginning in fiscal year 2019 including maintenance of the Integrated
Disbursement and Information System (IDIS), preparation of the Consolidated Annual Performance
and Evaluation Report(CAPER) for the FYI 9/20 reporting period and Annual Action Plan.
Service Delivery: TRG shall, as authorized, undertake the necessary management, dam-gathering,
analysis and reporting necessary to ensure the City complies with all Federal, State and Local
regulations and requirements associated with effective implementation, management and oversight of
the City's CDBG Program. At a minimum, TRG will provide the following activities.
A. General consultation, assistance and/or recommendations to the City of Palm Springs CDBG
Administrative Staff(and its subcontractors/sub-recipients if requested) in matters relating to the
administration and execution of its Community Development Block Grant (CDBG) Program,
including project planning,implementation services, and quarterly project activity reporting.
B. Provide assistance with updates to the IDIS system to ensure all projects include required
activity descriptions, locations, and beneficiaries
C. Provide assistance in the preparation of a system of reporting and recordkeeping that includes
the quarterly updating of data in the IDIS and the establishment and maintenance of activity
records sufficient to demonstrate that each activity meets the regulatory requirements of the
CDBG program
D. Meet weekly with the staff of the Office of Community Development to review program
progress and program regulations.
E. Provide assistance in compiling eligibility documentation in accordance with HUD regulations,
including National Objective determinations and assistance with determining the level of
environmental review required for each project/activity (which shall include assistance in
preparing an Environmental Review Record (ERR).
F. Provide assistance in preparing for the Department of Housing & Urban Development program
monitoring of CDBG projects.
G. Preparation and Successful Submission of the Consolidated Annual Performance and Evaluation
Reports during tern of agreement. TRG will submit the CAPER to the U.S. Department of
Housing and Urban Development (HUD) within 90 days of the end the City's program year as
required. The CAPER will be prepared using the eCon Planning Suite and in accordance with
CFR Part 91 and related HUD directives titled Consolidated Annual Performance and
Evaluation Reporting for Entitlement Grantees.
EXHIBIT"B"
CIPY'S REQUEST FOR PROPOSALS
CITY OF PALM SPRINGS, CA
NOTICE INVITING PROPOSALS FOR RFP #07-20
CDBG PROGRAM ADMINISTRATIVE SERVICES
NOTICE IS HEREBY GIVEN that the City of Palm Springs is requesting proposals from
qualified firms to provide the City with Community Development Block Grant (CDBG) Program
Administrative Services.
PROJECT LOCATION: City of Palm Springs, CA
SCOPE OF SERVICES: The scope of work will consist of providing CDBG program
administrative services as more fully described in the RFP documents.
OBTAINING RFP DOCUMENTS AND ADDENDA: The RFP document may be downloaded
via the internet at www.palmspdngsea.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 Craig.Gladderskaoalmsorinasca.aov to be placed on the interested vendor
list for this project, providing your company name, contact person, contact email address, office
address, office phone and office fax. Failure to be placed on the interested vendor list as stated
above may result in not receiving Addenda to the RFP. Failing to acknowledge Addenda may
result in your proposal being non-responsive, or may negatively impact the evaluation of your
proposal. We strongly advise that you follow the instructions above if you are interested in
submitting a proposal.
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, TUESDAY,
DECEMBER 17, 2019. 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
November 13, 2019
t
OF PALM P
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CITY OF PALM SPRINGS, CA
REQUEST FOR PROPOSALS (RFP) #07-20
CDBG PROGRAM ADMINISTRATIVE SERVICES
Requests for Proposals (RFP #07-20), for Community Development Block Grant (CDBG)
Program Administrative 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, DECEMBER 17, 2019. 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 firths 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 Community Development Block Grant (CDBG) Program
Administrative Services (hereinafter the"Project").
SCHEDULE:
Notice requesting Proposals posted and issued ............................................November 13, 2019
Deadline for receipt of Questions............................Tuesday, December 10, 2019, 3:00 P.M.
Deadline for receipt of Proposals............................Tuesday, December 17,2019, 3:00 P.M.
Short List/ Interviews/, *1f desired by City .........................................................to be determined
Contract awarded by City Council..................................................................... to be determined
NOTE., *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 notarized
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" — No Conflict of Interest and Non-Discrimination Form. *Must be
completed and Included with Work/Technical Proposal envelope.
ATTACHMENT "E" — Business Disclosure Form. *Must be completed and included with
Work/Technical Proposal envelope.
ATTACHMENT"F"—Sample boilerplate Contract Services Agreement(for reference only)
2
2. BACKGROUND: As an "entitlement city", Palm Springs is a direct recipient of CDBG
funds from the federal govemment. The CDBG Program was adopted by Congress in 1974 to
provide a Flexible funding source for local governments to meet the community development
needs of their low and moderate-income (Low/Mod) residents and was the first federal block
grant. This direct grant from HUD enables entitlement units of governments to fund three
National Objectives: benefiting Low/Mod income persons; preventing or eliminating slums or
blight; and meeting urgent need. The federal statute also requires that at least 70% of CDBG
expenditures benefit Low/Mod income persons. As an entitlement grantee, the City has and will
continue to utilize these funds for neighborhood revitalization, preserving decent housing,
expanding economic opportunities, and/or improving community facilities and services,
principally to benefit Low/Mod income persons.
In 2015, the City adopted and HUD approved its required 2015-2019 Consolidated Plan
("ConPlan"). The ConPlan is a community blueprint for meeting the housing and community
development needs of Palm Springs residents. The Plan provides a description of existing
housing and community development needs, a long-term strategy to address those needs and
an action plan for the coming years.
A key component of the 2015-2019 Five-Year Consolidated Plan is a Strategic Plan, which
includes the goals and objectives shown below:
HOUSING GOALS
GOAL 1: PRESERVE DECENT SAFE SINGLE-FAMILY AND MOBILE HOME RESIDENTIAL
UNITS THROUGH HOUSING REHABILITATION PROGRAMS
GOAL 2: RETAIN AND INCREASE THE STOCK OF AFFORDABLE HOUSING THROUGH
REHABILITATION AND NEW CONSTRUCTION
GOAL 3: ENHANCE CRIME AWARENESS OF VERY LOW, LOW INCOME
NEIGHBORHOODS THROUGH COMMUNITY PRESERVATION AND
COMMUNITY POLICING SERVICES
GOAL 4: PROVIDE FAIR HOUSING SERVICES TO AFFIRMATIVELY FURTHER FAIR
HOUSING WITHIN THE CITY
GOAL 5: SUPPORT PUBLIC HOUSING SERVICES FOR INDIVIDUALS SEEKING RENTAL
ASSISTANCE
GOAL 6: INCREASE HOMEOWNERSHIP OPPORTUNITIES FOR ELIGIBLE FIRST-TIME
OR MINORITY HOMEBUYERS
HOMELESS GOALS
GOAL 1: SUPPORT OR PROVIDE FUNDING FOR PROGRAMS THAT OFFER SERVICES
AND/OR SUPPORTIVE HOUSING TO ASSIST HOMELESS INDIVIDUALS AND/OR
FAMILIES
GOAL 2: SUPPORT RIVERSIDE COUNTY CONTINUUM OF CARE STRATEGY AND
COACHELLA VALLEY ASSOCIATION OF GOVERNMENTS STRATEGIC PLAN
THAT STRIVES TO END CHRONIC HOMELESSNESS BY AIDING HOMELESS
INDIVIDUALS AND FAMILIES THOUGH SERVICES AND HOUSING
NON-HOUSING GOALS
GOAL 1: ESTABLISH NEW AND/OR EXPANDED COLLABERATIONS WITH LOCAL
SERVICE PROVIDERS ON PROJECTS AND PROGRAMS THAT REDUCE THE
EFFECTS OF POVERTY AND SERVES SENIORS, AT-RISK YOUTH, SEVERELY
DISABLED ADULTS, AND SPECIAL NEEDS POPULATIONS
GOAL 2: SUPPORT NATURAL DISASTER PREPAREDNESS SERVICES AND RESPONSE
IN THE AFTERMATH OF NATURAL DISASTER
NON-HOUSING COMMUNITY DEVELOPMENT GOALS
3
GOAL 1: PROVIDE PUBLIC FACILITY IMPROVEMENTS THROUGH DESIGN, ENERGY-
EFFICIENCY, REHABILITATION AND NEW CONSTRUCTION
GOAL 2: IMPROVE INFRASTRUCTURE TO ELIMINATE HEALTH AND SAFETY
OBSTRUCTION THAT WILL ENHANCE COMMUNITY STABILITY AND
ATTRACTIVENESS
GOAL 3: ELIMINATE ARCHITECTURAL BARRIERS THROUGH DESIGN,
REHABILITATION, AND NEW CONSTRUCTION TO IMPROVE ACCESSIBILITY
FOR THE PHYSICALLY IMPAIRED AND DISABLED PERSONS IN MEETING ADA
COMPLIANCE
ECONOMIC DEVELOPMENT
GOAL I, PROMOTE, MAINTAIN AND/OR EXPAND THE CITY'S ECONOMIC BASE
THROUGH ECONOMIC AND EMPLOYMENT OPPORTUNITIES TO EXISTING
LOCAL BUSINESSES AND PROSPECTIVE BUSINESSES
The CDBG entitlement allocation for the 2019-2020 fiscal year is$431,579. Twenty percent of
this amount, or$86,315, has been allocated for Administration. The remaining $345,264, has
been allocated for the following programs and projects:
• City of Palm Springs Department of Parks& Recreation lames O. Jessie Desert
Highland Unity Center Gymnasium Scoreboard &Wall Mats
• Desert AIDS Project- Fire Suppression/Life&Safety Improvement
• Mizell Senior Center-Restrooms Health&Safety Renovations
• Stroke Recovery Center/ Neuro Vitality Center- Protective Shade Structure
• Senior Advocates of the Desert- Emergency Financial Aid to Low Income Seniors
• Fair Housing Council of Riverside, Inc. - Fair Housing Services
• City of Palm Springs Department of Parks& Recreation -Summer Camp
Scholarships
• Jewish Family Service of the Desert- Preventing Homelessness Among Low Income
• City of Palm Springs Department of Engineering—Sunrise Park Restroom
Improvements
The City of Palm Springs utilizes an on-line web application called ZoomGrants- a cloud-based
grant management system-to accept, review, and manage proposals for CDBG funding online.
3. SCOPE OF SERVICES:
At this time, the City of Palm Springs is seeking the services of a qualified firm or individual to
help manage the City's CDBG programs to the extent that the City needs assistance on an on-
call basis, i.e. administer and monitor sub-recipient agreements, activities, and reporting;
manage City planning and reporting requirements to the Department of Housing and Urban
Development (HUD), and prepare and provide all required plans and reports to HUD for the
City's CDBG programs. Please note, it is not necessary for respondents to include preparation
of the 2020/2024 Consolidated Plan as part of their proposal. The 2020/2024 Consolidated
Plan preparation is already underway.
Generally,the scope of services consists of, but is not limited to,
• Provide support to City staff in regards to the annual Planning Summaries, project
contracts, and any necessary contract amendments.
• Prepare and submit quarterly reports for all programs.
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• Develop and maintain all necessary documentation for CDBG monitoring and Single
Audit.
• Assist City monitors during program performance reviews and Single Audit.
• Provide technical assistance for the administration and implementation of the City's
CDBG projects.
• Prepare reports and publish public hearing notices for citizen input on the allocation of
annual funds and/or any changes in the CDBG allocation of funds.
• Prepare and complete City and U.S. Department of Housing and Urban Development
(HUD) reports and documents.
• Provide CDBG financial management assistance.
• Provide Davis-Bacon (prevailing wages) and HUD/Section 3 monitoring's and contract
compliance for construction projects.
• Ensure compliance with all applicable federal, State, and local laws, rules, regulations,
and policies.
• Management of the City's participation in the HOME and CDBG programs
• Preparation of a CDBG General Allocation application for housing rehabilitation, public
works, other eligible activities, implementing and administering that grant, if awarded
• Preparation of a Planning(rechnical Assistance Allocation application
• Advising the City of the availability of additional sources of funds
• Portfolio implementation and management.
• Prepare reports and resolutions for City Council review and approval of CDBG projects
and activities including any required public hearing notices, as needed.
• Process CDBG Reimbumalbe Contract and Amendments.
• Keep City informed on current County and HUD requirements for the CDBG program.
• Provide other administration services to ensure compliance with all CDBG Federal
regulations and County policies, as they may change from time to time.
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• Provide technical assistance for the administration and implementation of the City's
CDBG program and projects.
• Prepare on-line "Agreements to Implement" annual Community Development Block
Grant(CDBG)programs with the City, including project descriptions and budgets.
• Prepare and process amendments to the "Agreements to Implement" for ongoing
projects.
• Coordinate with City staff to gather all necessary documentation for program monitoring
and for audit preparation.
• Prepare and complete City and U.S. Department of Housing and Urban Development
(HUD) reports and documents.
• Provide CDBG financial management assistance.
• Act as the City's liaison and representative
4. 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.
5. 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 K desired by the City. The format, selection criteria and date of the presentation
will be established at the time of short listing, if conducted.
6. 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 speck evaluation criteria (100 total points possible):
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A. Firm / Staff / Team (including any subcontractors) Qualifications and experience in
providing similar services as defined in the RFP, including References(25 POINTS)
B. Proposal Organization, conformance with the RFP instructions, and demonstrated
Understanding of the overall project and requested Scope of Work(10 POINTS)
C. Work Proposal, including detailed work plan, time frame, schedule, and approach for
providing the requested Scope of Work(30 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 F.1 below, pursuant to the City of Palm
Springs Loral 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 fines that do not employ or retain any local residents and/or fines for this project
shall earn zero (0) points for this criteria.
E. Cost Proposal (30 POINTS)
PRIOR CITY WORK If your firm has prior experience working with the City DO NOT assume
this prior work is known to all members of the evaluation committee. All firms are evaluated on
the information contained in their proposal, information obtained from references (including the
city and past performance if applicable), and presentations if requested. All proposals should
be prepared as if the evaluation committee members have 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 twenty five (25) sheets of
paper,which may be double-sided, including cover letters, organization charts, staff resumes,
appendices, and any exceptions to the language in the sample agreement, or to the insurance
requirements. NOTE: Front and Back Covers, Dividers, Attachments "A", "B", "D", "E", and
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 roposal (including the Cost Proposal),
by the deadline.
All proposals shall be sealed within one package and be clearly marked, "RFP #07-20,
REQUESTS FOR PROPOSALS FOR CDBG PROGRAM ADMINISTRATIVE SERVICES.
Within the sealed proposal package, the Cost Proposal shall be separately sealed from the
TechnicatWork 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 "TechnicallWork Proposal', shall include the following
Items:
• Completed Signature authorization and Addenda Acknowledgment(see Attachment A)
• Completed, and notarized, Affidavit of Non-Collusion (see Attachment B)
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• 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.
• Completed No Conflict of Interest and Non-Discrimination Form (Attachment D)
• Completed Business Disclosure Form (Attachment E)
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, and D below:
SECTION A:
FIRM, STAFF, TEAM (including any subcontractors) QUALIFICATIONS AND
EXPERIENCE, INCLUDING REFERENCES
A.1 Follow the instructions and property 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 frm'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 subcontractor firms or contractors that will be utilized to make
up your team. Describe each subcontractor's qualifications, background and specific expertise
that they bring to the Project.
AA List the name and qualifications of the key slafffteam 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 public agencies for who your firth
has provided similar CDBG administration 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 and cost for
each successfully completed referenced project.
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 overall understanding of the Project and an understanding of the City's
expectations upon implementation of the Project.
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6.3 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 Proposer should refine and/or expand the Scope of Work to reflect their understanding
of the project and include a detailed technical work proposal, including proposed time
frametschedule, methodology and approach, inclusive of all necessary materials and staffing
necessary to fully execute and provide CDBG administrative services as requested in the scope
of work. Identify all tasks and sub-tasks required to successfully implement all phases of the
project.
SECTION D:
LOCAL PREFERENCE
CA 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 AI and provide a copy of its current
business license (or of those lt 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 E below:
SECTION E:
COST PROPOSAL (*see instructions in Section 6 above and Attachment "C
EA The cost proposal (in a separate sealed envelope) shall be based upon the scope of
work and any additional information provided and shall be provided as hourly rates that shall be
used to bill on a time and material basis. PROPOSERS MUST USE THE COST PROPOSAL
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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 Attachments "A", "B", "D", or "E" in the Cost Proposal,
Envelope #2,. Attachments "A", "B", "D", and "E" are to be included in Envelope #1,
"Technical/Work Proposal". Remember to submit SIX (6) copies (one marked "Original"
plus five (5) copies) of your Cost Proposal in the separately sealed envelope.
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,
TUESDAY, DECEMBER 17, 2019. 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.Gladders(a)oalmsorinasca.cov
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, December 10, 2019. 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 "F"). 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.
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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 fortes 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.
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.
The term of the agreement that is awarded as a result of this RFP shall be in effect for three(3)
years with two(2)optional one-year extensions.
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
I
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 at 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 agendized the recommendation to the City Council for 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 parry submitting such information with reasonable notice to allow the
party to seek protection from disclosure by a court of competent jurisdiction.
If a submitting party 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 NOW
RESPONSIVE.
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
12
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 it so awarded, any license,
permit, qualification, or approval that is legally required for Proposer to perform the Work and
Services under the Agreement it 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 Proposers 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 firth 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 Non-
Collusion 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.
OTHER PUBLIC AGENCY "PIGGYBACK" CLAUSE": It is intended that any other public
agency, at the mutual consent of both parties and consistent with the public agency's policies
and procedures, be permitted to purchase under the terms submitted in response to this
procurement. Any participating agency shall take sole responsibility for the placing of orders,
arranging for delivery and or services, and making payments to the vendor, contractor, or
consultant. The City of Palm Springs will not be liable or responsible for any obligations,
including but not limited to financial responsibility, in connection with the participation by other
public agencies.
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.
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ATTACHMENT "A"
'THIS FORM MUST BE COMPLETED AND SUBMITTED WITH YOUR TECHNICAL/WORK
PROPOSAL (Envelope#1)•
REQUESTS FOR PROPOSALS (RFP)#07-20
CDBG PROGRAM ADMINISTRATIVE SERVICES
SIGNATURE AUTHORIZATION
NAME OF COMPANY(PROPOSER):
BUSINESS
ADDRESS:
TELEPHONE: CELL PHONE FAX
CONTACTPERSON EMAILADDRESS
A. I hereby certify that 1 have the authority to submit this Proposal to the City of Palm
Springs for the above listed individual or company. I certify that I have the authority to bind
myselftthis company in a contract should I be successful in my proposal.
PRINTED NAME AND TITLE
SIGNATURE AND DATE
B. The following information relates to the legal contractor listed above, whether an individual
or a company. Place check marks as appropriate:
1. If successful,the contract language should refer to me/my company as:
An individual;
—A partnership, Partners' names:
A company;
A corporation If a corporation, organized in the state of:
2. My tax identification number is:
Please check below IF your firm qualifies as a Local Business as defined in the RFP:
A Local Business(licensed within the jurisdiction of the Coachella Valley).
Copy of current business license Is required to be attached to this document.
ADDENDA ACKNOWLEDGMENT:
Acknowledgment of Receipt of any Addenda issued by the City for this RFP is required by including the
acknowledgment with your proposal. Failure to acknowledge the Addenda issued may result in your
proposal being deemed non-responsive.
In the space provided below,please acknowledge receipt of each Addenda:
Addendum(s)# Ware hereby acknowledged.
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ATTACHMENT'B"
*THIS FORM MUST BE COMPLETED AND SUBMITTED WITH YOUR TECHNICAL/WORK PROPOSAL
(Envelope#1)*
NON-COLLUSION AFFIDAVIT TO BE EXECUTED BY BIDDERAND NOTARIZED
AND SUBMITTED WITH BID
STATE OF CALIFORNIA)ss
COUNTY OF RIVERSIDE)
The undersigned,being first duly sworn,deposes and says that he or she is
of —the party maldng the foregoing
Proposal. That the Proposal is not made in the interests of,or on the behalf of,any undisclosed person,
partnership, company, association, organization, or corporation; that the Proposal is genuine and not
collusive or sham; that the Proposer has not directly or indirectly induced or solicited any other
Proposer to put in a false or sham Proposal, and has not directly or indirectly colluded, conspired,
connived, or agreed with any Proposer or anyone else to put in a sham Proposal, or that anyone shall
refrain from Proposing; that the Proposer has not in any manner, directly or indirectly, sought by
agreement,communication,or conference with anyone to fix the Proposal price of the Proposer or any
other Proposer, or to fix any overhead, profit, or cost element of the Proposal price, or of that of any
other Proposer, or to secure any advantage against the public body awarding the contract of anyone
interested in the proposed contract;that all statements contained in the Proposal are true;and,further,
that the Proposer has not,directly or indirectly,submitted his or her Proposal price or any breakdown
thereof, or the contents thereof, or divulged information or data relative thereof, or paid, and will not
pay,any fee to any corporation, partnership, company, association, organization, Proposal depository,
or any other member or agent thereof to effectuate a collusive or sham Proposal.
By,
Title,
Subscribed and sworn to before me this day of 2019
15
ATTACHMENT "C"
'THIS FORM MUST BE COMPLETED AND SUBMITTED IN A SEPERATELY SEALED
ENVELOPE#2 "Cost Proposal", NOTwith Envelope#1, Technicaltwork Proposal')
REQUEST FOR PROPOSAL(RFP#07-20)
CDBG PROGRAM ADMINISTRATIVE SERVICES
COST PROPOSAL
Responding to Request for Proposal No. 07-20 Community Development Block Grant (CDBG)
Program Administrative Services, IANE will accept as full payment the following hourly rates by staff
person/position to provide the as-needed administrative services as defined in the scope of work.
NAME OF FIRM SUBMITTING THIS COST PROPOSAL:
SCHEDULE OF STAFF HOURLY BILLING RATES:
STAFF PERSON TITLE HOURLY RATE
Reimbursable Expenses:
For the initial three (3) years of the Agreement term, the proposed amount shall not exceed the
hourly rates quoted.
PRICE ADJUSTMENT: The contract price will be adjusted annually on the anniversary date in
Option year 4 and Option year 5 if exercised. The payment adjustment will be adjusted upward or
downward by the same percentage increase or decrease, occurring during the previous twelve
months, in the consumer price index for all urban consumers (CPI-U) for the Riverside/San
Bernardino/Ontario Area (published by the Bureau of Labor Statistics, U.S. Department of Labor),
or applying a similar index if the CPI-U is not published or available.
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ATTACHMENT "D"
"THIS FORM MUST BE COMPLETED AND SUBMITTED WITH YOUR TECHNICAL/WORK PROPOSAL
(Envelope#1)*
CITY OF PALM SPRINGS, CA
CONFLICT OF INTEREST AND NON-DISCRIMINATION
CERTIFICATION
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.
Covenant Against Discrimination. In connection with its performance under this Agreement,
Consultant 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"). Consultant 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, Consultant certifies that its actions and omissions hereunder shall not incorporate any
discrimination arising from or related to any prohibited basis in any Consultant 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 fortes of compensation; and selection for
training, including apprenticeship; and further, that Consultant 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.
NAME OF CONSULTANTNENDOR:
NAME and TITLE of Authorized Representative:
(Print)
Signature and Date of Authorized Representative:
(Sign) (Date)
17
ATTACHMENT "E"
'THIS FORM MUST BE COMPLETED AND SUBMITTED WITH YOUR TECHNICAL/WORK PROPOSAL
(Envelope#1)'
CITY OF PALM SPRINGS
PUBLIC INTEGRITY DISCLOSURE
(INSTRUCTIONS FOR APPLICANTS)
Who Must File?
Applicants that are NOT a natural person or group of natural people that will be identified
on the application, and seek a City approval determined by a vote of City officials.
Examples include corporations, limited liability companies, trusts, etc. that seek a City
Council approval, or an approval by one of the City's board or commissions.
Why Must I File?
The City of Palm Springs Public Integrity Ordinance advances transparency in municipal
government and assists public officials in avoiding conflicts of interest. The City's Public
Integrity Ordinance, codified in Chapter 2.60 of the municipal code, reflects the City's
interest in ensuring that companies (and other legal entities that are not natural people)
doing business in the community are transparent and make disclosure as to their
ownership and management, and further that those companies disclose the identity of any
person, with an ownership interest worth two thousand dollars ($2,000) or more, who has a
material financial relationship with any elected or appointed voting City official, or with the
City Manager or City Attorney.
Note:A material financial relationship is a relationship between someone who is an ownerfinvestor in
the applicant entity and a voting official (or the City Manager or City Attomey), which relationship
includes any of the following:
(1)the ownerMvestor and the official have done business together during the year prior to the
application;
(2)the official has earned income from the owner/investor during the year prior to the filing of the
application;
(3)the ownerinvestor has given the official gifts worth fifty dollars ($50) or more during the year prior to
the filing of the application;or
(4)the official might reasonably be anticipated to gain or lose money or a thing of value, based upon the
ownerlinvestor's interest in the applicant entity, in relation to the application's outcome.
When Must I File?
You must file this form with the Office of the City Clerk at the same time when you file your
application for a City approval determined by a vote of City officials, whether elected or
appointed.
What Must I Disclose?
18
A. The names of all natural persons who are officers, directors, members, managers,
trustees, and other fiduciaries serving trusts or other types of organizations
(attorneys, accountants, etc.).
Note: (1) only trusts or other organizations that are not the fiduciaries, (2) if a second entity that is not a
natural person serves the applicant entity(e.g., as a member of an applicant LLC), then all officers, directors,
members, managers, trustees, etc., of the second entity must be disclosed).
B. The names of persons owning an interest with a value of two thousand dollars ($2,000)
or more who have a material financial relationship with an elected or appointed City
official who will vote on the applicant's application, or with the City Manager or City
Attorney.
What if I Have Questions?
PENALTIES
Falsification of information or failure to report information required to be reported
may subject you to administrative action by the City.
*There are some additional supplementary instructions with an
example following the form should you need further clarification.
19
e
PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
1. Name of Entity
2. Address of Entity(Principle Place of Business)
3. Local or California Address(if different than#2)
4. State where Entity is Registered with Secretary of State
/f other than California, is the Entity also registered in California?D yes n No
5. Type of Entity
❑Corporation ❑Limited Liability Company ❑Partnership ❑Trust ❑Other(please specify)
6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify)
Note., ff any response is not a natural person, please identify all officers, directors,
members, managers and other fiduciaries for the member, manager, trust or other
entity
❑Officer ❑Director ❑Member ❑Manager
[name]
❑General Partner [-]Limited Partner
❑Other
❑Officer ❑Director ❑Member ❑Manager
[name]
❑General Partner ❑Limited Partner
❑Other
❑Officer ❑Director ❑Member ❑Manager
[name]
❑General Partner ❑Limited Partner
Other
20
7. Owners/Investors with a 5%beneficial interest in the Applicant Entity or a related entity
EXAMPLE
JANEDOE 50%ABC COMPANY, Inc.
[name of ownerlinvestor] [percentage of beneficial interest in
entity and name of entity]
A.
[name of ownerlinvestor] [percentage of beneficial interest in
entity and name of entity]
B.
[name of ownerlinvestor] [percentage of beneficial interest in
entity and name of entity]
C.
[name of ownerlinvestor] [percentage of beneficial interest in
entity and name of entity]
D.
[name of ownerlinvestor] [percentage of beneficial interest in
entity and name of entity)
E.
[name of ownerlinvestor] [percentage of beneficial interest in
entity and name of entity]
I DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE
OF
CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT.
Signature of Disclosing Party, Printed Name, Title Date
21
City of Palm Springs, CA.
Business Disclosure Supplementary Instructions
In an effort to ensure we capture the required business entity information in accordance with the
attached instructions, we provide you these supplementary instructions to clearly identify the
required information, and the format the information should be provided.
If you, as the applicant, are a business entity (i.e. a corporation or limited liability company), and
it is also comprised of other business entities as its members or having a financial interest, all
other such business entities must also be disclosed, including those entities other business
entities, if any.
Ultimately, the City's disclosure document (attached) requires a listing identifying all natural
persons having any financial interest over 5% of the business entities (and any other business
entities comprising your business entity).
As an example, Applicant Is: Acme Brothers, Inc., a California corporation, whose officers are:
John Doe, Jill Doe, and Jay Doe, which is owned 50% by Acme Brothers, LLC, a California
limited liability company, and John Doe (25% interest) and Jill Doe (25% interest). Acme
Brothers, LLC, is managed by Acme Brothers 2, Inc., a California corporation, whose officers
are: George Doe, Bill Doe, and Jane Doe, which is owned 100% by Acme Brothers 2, LLC, a
California limited liability company, which is managed by George Doe, with George Doe and
Jane Doe having 50% interest each.
The full business entity disclosure in this example would resemble the following:
1. Acme Brothers, Inc., a California corporation
a. Officers: John Doe, Jill Doe, and Jay Doe
b. Ownership:
i. 50%Acme Brothers, LLC, a California limited liability company
ii. 25%John Doe
iii. 25% Jill Doe
2. Acme Brothers, LLC, a California limited liability company
a. Managers: Acme Brothers 2, Inc., a California corporation _
b. Ownership: 100%Acme Brothers 2, Inc., a California corporation
3. Acme Brothers 2, Inc., a California corporation
a. Officers: George Doe, Bill Doe, and Jane Doe
b. Ownership: 100%Acme Brothers 2, LLC, a California limited liability company
4. Acme Brothers 2, LLC, a California limited liability company
a. Managers: George Doe
b. Ownership:
i. 50%
22
ATTACHMENT "F"
SAMPLE BOILERPLATE AGREEMENT — EXHIBITS INTENTIONALLY INCOMPLETE
PROFESSIONAL SERVICES AGREEMENT
Community Development Block Grant(CDBG)Program Administrative Services
THIS PROFESSIONAL SERVICES AGREEMENT ( "Agreement") is entered into, and
effective on 20. between the CITY OF PALM SPRINGS, a California
charter city and municipal corporation, ("City") and [INSERT FULL NAME OF
CONSULTANT, FIRM, OR COMPANY], a [INSERT TYPE OF ENTITY, E.G., A
CALIFORNIA CORPORATION, A LIMITED LIABILITY COMPANY, ETC.] ("Consultant").
City and Consultant 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[INSERT BRIEF DESCRIPTION OF
PROFESSIONAL SERVICES REQUIRED] services for [INSERT BRIEF DESCRIPTION OF
PROJECT FOR WHICH PROFESSIONAL SERVICES ARE RELATED] project("Project').
B. Consultant has submitted to City a proposal to provide [INSERT TYPE OF
PROFESSIONAL SERVICES] to City for the Project under the terms of this Agreement.
C. Consultant 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 Consultant to provide such professional services.
In consideration of these promises and mutual obligations, covenants, and conditions,the
Parties agree as follows:
AGREEMENT
1. SERVICES OF CONSULTANT
1.1 Scooe of Services. In compliance with all terms and conditions of this
Agreement, Consultant agrees to perform the professional 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,
Consultant represents and warrants that Consultant is a provider of first class work and
professional services and that Consultant is experienced in performing the Work and Services
contemplated and, in light of such status and experience, Consultant covenants that it shall
follow the highest professional standards in performing the Work and Services required in this
Agreement. For purposes of this Agreement, the phrase "highest professional standards" shall
23
mean those standards of practice recognized as high quality among well-qualified and
experienced professionals 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 Consultant's signed, original proposal submitted to the City ("Consultant's
Proposal"), (collectively referred to as the "Contract Documents"). The City's Request for
Proposals and the Consultant'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 Consultant's Proposal. All provisions of the Scope of Services, the
City's Request for Proposals and the Consultant'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: (In the provisions of the Scope of
Services(Exhibit "A"); (2"d)the provisions of the City's Request for Proposal (Exhibit "B");
(3 d)the teams of this Agreement; and, (0) the provisions of the Consultant's Proposal (Exhibit
„C„).
1.3 Compliance with Law. Consultant 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. Consultant 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. Consultant represents and warrants to City that Consultant shall, at its sole cost
and expense, keep in effect at all times during the term of this Agreement, any license, peanut,
qualification, or approval that is legally required for Consultant to perform the Work and
Services under this Agreement. Consultant 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 Consultant's performance of the Work and Services required
by this Agreement. Consultant 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, Consultant warrants that
Consultant (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, Consultant warrants that
Consultant 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 Consultant discover any
Intent or unknown conditions that will materially affect the performance of the Services,
Consultant shall immediately inform the City of such fact and shall not proceed except at
Consultant's risk until written instructions are received from the City.
24
1.6 Care of Work. Consultant 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. Consultant
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.
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
Consultant, 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 Consultant. Any increase in compensation of up to twenty-five percent (25%)
of the Maximum Contract Amount or$25,000, whichever is less, or in the time to perform of up
to thirty(30) days, may be approved by the City Manager, or his designee, as may be needed to
perform any extra work. Any greater increases, occurring either separately or cumulatively,
must be approved by the Palm Springs City Council. It is expressly understood by Consultant
that the provisions of this section shall not apply to the services specifically set forth or
reasonably contemplated within the Scope of Services.
2. COMPENSATION
2.1 Maximum Contract Amount. For the Services rendered under this Agreement,
Consultant shall be compensated by City in accordance with the Schedule of Compensation,
which is attached as Exhibit "D" and incorporated in this Agreement by reference.
Compensation shall not exceed the maximum contract amount of[INSERT NOT TO EXCEED
CONTRACT AMOUNT] Dollars, ($ ("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 Consultant at all
Project meetings reasonably deemed necessary by the City. Consultant shall not be entitled to
any increase in the Maximum Contract Amount for attending these meetings. Consultant accepts
the risk that the services identified in the Scope of Services may be more costly and/or time-
consuming than Consultant anticipates, that Consultant 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 Consultant's Services under this Agreement are completed,
25
Consultant 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 Consultant wishes to receive
payment, Consultant 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
upon the amount and value of the services performed by Consultant 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 Consultant 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 hi 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 Consultant's profession.
2.4 Aoorooriatlons. 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 Consultant is an essential condition
of this Agreement. Consultant 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. Consultant 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 Consultant,
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
26
delays due to unforeseeable causes beyond the control and without the fault or negligence of the
Consultant (financial inability excepted) if Consultant, 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
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 Consultant be entitled to
recover damages against the City for any delay in the performance of this Agreement, however
caused,Consultant'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, 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 Consultant thirty
(30) days written notice. Where termination is due to the fault of Consultant 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 Consultant for Services
performed through the date of termination. Upon receipt of such notice, Consultant 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, Consultant shall have no further
claims against the City under this Agreement. Upon termination of the Agreement under this
section, Consultant shall submit to the City an invoice for work and services performed prior to
the date of termination. Consultant 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 Consultant may determine.
4. COORDINATION OF WORK
4.1 Representative of Consultant. The following principal of Consultant is
designated as being the principal and representative of Consultant authorized to act in its behalf
and make all decisions with respect to the Services to be performed under this Agreement:
[INSERT NAME], [INSERT TITLE]. 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 Consultant and devoting sufficient time to personally supervise the services
performed hereunder. The foregoing principal may not be changed by Consultant without prior
written approval of the Contract Officer.
27
4.2 Contract Officer. The Contract Officer shall be the City Manager or his/her
designee ("Contract Officer"). Consultant shall be responsible for keeping the Contract Officer
fully informed of the progress of the performance of the services. Consultant 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 Consultant, its principals and employees,
were a substantial inducement for City to enter into this Agreement. Therefore, Consultant 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. Consultant shall not contract with
any other entity to perform the Services required under this Agreement without the prior written
consent of City. If Consultant is permitted to subcontract any part of this Agreement by City,
Consultant shall be responsible to City for the acts and omissions of its subConsultant(s) in the
same manner as it is for persons directly employed. Nothing contained in this Agreement shall
create any contractual relationships between any subConsultant and City. All persons engaged in
the Work will be considered employees of Consultant. City will deal directly with and will make
all payments to Consultant. 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 Consultant, 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 Consultant or any surety of
Consultant from any liability under this Agreement without the express written consent of City.
4.4 Independent Consultant. The legal relationship between the Parties is that of an
independent Consultant, and nothing shall be deemed to make Consultant a City employee.
A. During the performance of this Agreement, Consultant 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 perforating the Services under this
Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction
and control. Neither City nor any of its officers, employees,or agents shall have control over the
conduct of Consultant or any of its officers, employees, or agents, except as set forth in this
Agreement. Consultant, 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 Consultant's employees, servants, representatives, or agents,
or in foxing their number, compensation, or hours of service. Consultant 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
Consultant in its business or otherwise a joint venturer or a member of any joint enterprise with
Consultant.
28
B. Consultant 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 Consultant, its officers, employees,
or agents in connection with any performance under this Agreement. Except for professional
fees paid to Consultant as provided for in this Agreement, City shall not pay salaries, wages, or
other compensation to Consultant for the performance of Services under this Agreement. City
shall not be liable for compensation or indemnification to Consultant, 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
Consultant's officers, employees,servants, representatives, subConsultants,or agents, Consultant
shall indemnify City for all such financial obligations.
5. INSURANCE
5.1 Types of Insurance. Consultant 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 Consultant's performance of Work under [his
Agreement, including Consultant'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 Consultant 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. Consultant shall immediately substitute any insurer whose A.M. Best
rating drops below the levels specified in this Agreement. Except as otherwise authorized below
for professional 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. Errors and Omissions Insurance. Consultant shall obtain and maintain in
full force and effect throughout the term of this Agreement, standard industry form professional
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) Consultant shall either: (a) certify in writing to the City that
Consultant is unaware of any professional liability claims made against Consultant and is
unaware of any facts which may lead to such a claim against Consultant; or (b) if Consultant
does not provide the certification under (a), Consultant shall procure from the professional
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
29
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, Consultant shall obtain
continuing insurance coverage for the prior acts or omissions of Consultant 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.
(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 tern 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. Consultant 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. Consultant 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
subConsultants, if any, to do likewise under their workers' compensation insurance policies. If
Consultant has no employees, Consultant shall complete the City's Request for Waiver of
Workers' Compensation Insurance Requirement form.
C. Commercial General Liability Insurance. Consultant 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 Consultants, broad form property damage, products and completed
operations.
D. Business Automobile Insurance. Consultant 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. EmOover Liability Insurance. Consultant 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
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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. Consultant 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 Consultant's ability to pay
claims for all deductible amounts and self-insured retentions proposed in excess of$10,000.
5.3 Other Insurance Reouirements. The following provisions shall apply to the
insurance policies required of Consultant under this Agreement:
5.3.1 For any claims related to this Agreement, Consultant'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
Consultant'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 Consultant 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 Consultant 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 Consultant's obligation to ensure timely compliance with all
insurance submittal requirements as provided in this Agreement.
5.3.6 Consultant agrees to ensure that subConsultants, and any other parties
31
involved with the Project who are brought onto or involved in the Project
by Consultant,provide the same minimum insurance coverage required of
Consultant. Consultant 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. Consultant agrees that
upon request, all agreements with subConsultants and others engaged in
the Project will be submitted to the City for review.
5.3.7 Consultant acknowledges and agrees that any actual or alleged failure on
the part of the City to inform Consultant 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 Consultant 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 Consultant agrees to provide immediate notice to City of any claim or loss
against Consultant 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 Consultant agrees that the provisions of this section shall not be construed
as limiting in any way the extent to which the Consultant may be held
responsible for the payment of damages resulting from the Consultant's
activities or the activities of any person or person for which the Consultant
is otherwise responsible.
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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. Consultant shall furnish City with both certificates of
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
Consultant'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 hisured 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
workperformed 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..." (I'm respects City of Palm Springs Contract Na" 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 most
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 Consultant's obligation to provide them.
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6. INDEMNIFICATION
6.1 Indemnification and Reimbursement. To the fullest extent permitted by
law, Consultant shall defend (at Consultant'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 (Consultant'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 Consultant,
its officers, employees, representatives, and agents, that arise out of or relate to Consultant'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 Consultant's indemnification obligation or other
liability under this Agreement. Consultant'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, antit 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 Desian Professional Services Indemnification and Reimbursement. If the
Agreement is determined to be a "design professional services agreement" and Consultant is a
"design professional"under California Civil Code Section 2782.8,then:
A. To the fullest extent permitted by law, Consultant shall indemnify, defend
(at Consultant'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 wising from injuries or
death of persons (Consultant'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
Consultant, its agents, employees, or subConsultants, or arise from Consultant's negligem,
reckless or willful performance of or failure to perform any term, provision, covenant or
condition of this Agreement ("Indemnified Claims"), but Consultant'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 Consultant shall require all non-design-professional sub-Consultants,
used or subcontracted by Consultant 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, Consultant shall require all non-
design-professional sub-Consultants, used or sub-contracted by Consultant to perform the
Services or Work required under this Agreement, to obtain insurance that is consistent with the
34
Insurance provisions as set 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. Consultant shall keep complete, accurate, and detailed
accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement.
Consultant 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 fall 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. Consultant 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. Consultant acknowledges that the City is greatly concerned about
the cost of the Work and Services to be performed under this Agreement. For this reason,
Consultant agrees that Consultant shall promptly notify the Contract Officer the estimated
increased or decreased cost if Consultant 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 Consultant is. providing design services, Consultant shall promptly notify the
Contract Officer the estimated increased or decreased cost for the project being designed if
Consultant 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
Consultant, its employees, subConsultants, 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. Consultant 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
Consultant will be at the City's sole risk and without liability to Consultant, and the City shall
indemnify the Consultant for all resulting damages. Consultant may retain copies of such
documents for their own use. Consultant shall have an unrestricted right to use the concepts
embodied tin this Agreement. Consultant shall ensure that all its subConsultants shall provide
for assignment to City of any documents or materials prepared by them. In the event Consultant
fails to secure such assignment,Consultant shall indemnify City for all resulting damages.
7.4 Release of Documents. All drawings, specifications, reports, records,
documents, and other materials prepared by Consultant 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 Consultant in the performance of this Agreement shall be
considered confidential and shall not be released by Consultant without City's prior written
authorization.
35
7.5 Audit and Inspection of Records. After receipt of reasonable notice and during
the regular business hours of City, Consultant shall provide City, or other agents of City, such
access to Consultant'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 Consultant's performance under this Agreement. Consultant 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 Consultant 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 Consultant. Consultant's failure to comply with any provision of this
Agreement shall constitute a default.
A. If the City Manager, or his designee, determines that Consultant is in
default in the performance of any of the terms or conditions of this Agreement, he/she shall
notify Consultant in writing of such default. Consultant shall have ten (10) days, or such longer
period as City may designate, to cure the default by rendering satisfactory performance. In the
event Consultant 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. Consultant 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 Consultant to fulfill its
36
obligations under this Agreement, City may, after compliance with the provisions of Section
8.3A, take over the work and prosecute the same to completion by contract or otherwise. The
Consultant 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 Consultant for
the purpose of setoff or partial payment of the amounts owed the City as previously stated. The
withholding or failure to withhold payments to Consultant shall not limit Consultant'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 Legal 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 consultant 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.
37
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 Consultant, 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 Consultant or to
its successor,or for breach of any obligation of the terms of this Agreement.
9.2 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.
93 Covenant Against Discrimination. In connection with its performance under this
Agreement, Consultant 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"). Consultant 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, Consultant certifies that its actions and omissions hereunder shall not incorporate
any discrimination arising from or related to any prohibited basis in any Consultant 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 Consultant 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 Consultant against patent or copyright
infringement, statutory or otherwise:
A. It is agreed that Consultant 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 Consultant shall pay all costs and damages
finally awarded in any such suit or claim, provided that Consultant is promptly notified in
writing of the suit or claim and given authority, information and assistance at Consultant'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 Consultant. However,
Consultant will not indemnify City if the suit or claim results from: (1) City's alteration of a
38
deliverable, such that 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 Consultant when it is such use in combination which
infringes upon an existing U.S. letters patent or copyright.
B. Consultant 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 Consultant's expense. Consultant shall
not be obligated to indemnify City under any settlement that is made without Consultant'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, Consultant, 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 Ci 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 Consultant:
Attention:
Telephone:
Facsimile:
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.
39
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 fmal 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 more 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. 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.
40
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated
below.
"CITY"
City of Palm Springs
Date: By:
David H. Ready, PhD
City Manager
APPROVED AS TO FORM: ATTEST
By: By:
Jeffrey S. Ballinger, Anthony Mejia,
City Attorney City Clerk
APPROVED BY CITY COUNCIL:
Date: Agreement No. _
Corporations require two notarized signatures. One signature must be from Cbairman of Board,President,or any Vice President. The
second signature must be from the Secretary,Assistant Secretary,Treasurer,Assistant Treasurer,or Chief Financial Officer.
CONSULTANT NAME:
Chock one_lndlvidual_Parrnersniv_Cmmmmtiom
Address
By By
Signature(Notarized) Signature(Notarized)
41
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EXHIBIT"A"
SCOPE OF SERVICES
43
EXHIBIT `B"
CITY'S REQUEST FOR PROPOSALS
44
EXHIBIT"C"
CONSULTANT'S PROPOSAL
45
EXHIBIT "D"
SCHEDULE OF COMPENSATION
46
EXHIBIT "E"
SCHEDULE OF PERFORMANCE
47
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C4[[FORN�P.
CITY OF PALM SPRINGS, CA
REQUEST FOR PROPOSALS (RFP) 07-20
CDBG PROGRAM ADMINISTRATIVE SERVICES
ADDENDUM NO. 1
This Addendum is being issued for the following changes and informational items:
THE FOLLOWING REVISIONS AND/OR ADDITIONS TO THE RFP DOCUMENT
AND INSTRUCTIONS ARE TO BE INCLUDED AND SHALL TAKE
PRECEDENCE OVER ANYTHING CONTRARY ON THE PREVIOUSLY ISSUED
SPECIFICATIONS AND INSTRUCTIONS AND SHALL BE REFERRED TO
HEREINAFTER AS PART OF THE CONTRACT DOCUMENTS.
The City has received the following questions and is hereby providing answers
thereto:
Q 1: Our proposed staff are located in the Coachella Valley, specifically in the cities of
Palm Desert and Coachella. Will we be eligible for the local preference criteria? If so, will
a copy of their utility bill suffice?
A 1: Yes, you potentially will be eligible for Two (2) points for Local Preference if
you are a non-local business that employs or retains local residents and/or firms
for this project. Copies of utility bills (with account information redacted') will
suffice.
Q 2: It is our understanding the initial term of the contract is three (3) years, with the
option to expand for an additional two (2) years. Is the contract amount not to exceed
$86,315 for the three (3) year initial term? If not, what is the annual amount not to
exceed?
A 2: The annual not to exceed amount is based on the administrative limit allowed
by HUD which is 20% of the award to the City. For Fiscal year 2020 that amount is
$86,315. The City award may increase or decrease in subsequent years and
therefore the administrative limit may increase or decrease. Unfortunately, the
amount of CDBG awards made to the City in future years is unknown.
Q 3: For the management of the CDBG grants, the RFP identified eight (8) projects to
implement and manage. Is contract limited to managing these eight (8) projects
identified in the RFP? Or will contractor be expected to manage other CDBG projects,
including past projects and future projects awarded?
A 3: Contractor will be expected to manage all CDBG projects, including past(as
needed)and future projects.
Q 4: What is the annual amount average received by the City in CDBG funding?
A 4: $298,000 average for Fiscal Years 15116 through 19120.
Q 5: What is the annual average number of projects awarded to the City in CDBG funding?
A 5: The City awards an average of 6 projects per year for Fiscal Years 1516
through 19120.
BY ORDER OF THE CITY OF PALM SPRINGS, CALIFORNIA
Craig L. Gladders, C.P.M.
Procurement&Contracting Manager
DATE: December 3, 2019
ADDENDUM ACKNOWLEDGMENT:
Proposer Firm Name:
Authorized Signature: Date:
Acknowledgment of Receipt of Addendum 1 is required by signing and including
the acknowledgment with your submittal, or you may also acknowledge the
Addenda on the bottom of Attachment A. Failure to acknowledge this Addendum
may result in your submittal being deemed non-responsive.
EXHIBIT "C"
CONSULTANT'S PROPOSAL
the• ramsay•group
✓e) .oa 0.0 tAmpovre(ing the community you serve
THE CITY OF PALM SPRINGS
CALIFORNll �Likece else
Administrative Services for the City of Palm Springs
Col A
mmunity Developme III-]V ogram
12l17/19
l
operations,
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Contact Information:
Darrell Stamps
Managing Partner
The Ramsay Group
213.256.7657
SOUTHERN CALIFORNIA
23800 Garland Court (headquarters)
Valencia CA. 91354
www.theramsaygroup.com
ds0theramsayurOup.com
2
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COVER LETTER
12/16/19
City of Palm Springs
Procurement and Contracting Department
3200 E.Tahquitz Canyon Way
Palm Springs,CA 92262
RE: Administrative Services for the City of Palm Springs's Community Development Block Grant Program
Dear Mr.Craig Gladders,C.P.M.,Procurement&Contracting Manager:
The Ramsay Group is pleased to present our proposal to the City of Palm Springs to provide Administrative
Services for the City of Palm Springs's Community Development Block Grant Program.
The Ramsay Group specialize in minimizing the regulatory burden most public managers face by working
along-side them and applying efficient private-sector structure and systems.Our team also has extensive
experience managing federal and state-regulated programs such as Community Development Block Grant
(CDBG); Housing and Urban Development, Home Investment Partnerships (HOME), Emergency Shelter
Grant(HESG).
Our objective is to be an independent contractor capable of providing experienced, knowledgeable and
professional management services;be responsive and maintain excellent working relationships with city
residents,businesses,government officials and city staff;and provide adequate staffing levels at all times
and adhere to established schedules.TRG shall be knowledgeable of and comply with federal, state and
local laws,including the City of Palm Springs's Municipal Code.
Lastly,our firm is currently preparing the City's Consolidated Plan and reviewing its 2019 CAPER.Along
with working with Cathedral City and Indio,The Ramsay group has a distinct understanding of the City's
CDBG goals and the needs of the region.
Should you have any further questions or concerns,please contact me directly.1 reviewed all elements of
the RFP and understand Its requirements. I will be the contact/ lead person for this assignment and
authorized to contractually obligate the Firm. I can be reached at dsCattheramsaygroup.com or 213-256-
7657. Our fax is 661-554-0198. The Ramsay Group is a State of California certified Minority Business
Enterprise.
We thank you for considering our submission and look forward to the privilege of working with your
jurisdiction.
Regards,
7w, ,42R� e- A� 4
Darrell Stamps MPA, Managing Partner
3
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SECTION A: QUALIFICATION OF STAFF AND REFERENCES
A.1 Attachment "A" and Attachment"B" attachments follows this page
4
ATTACHMENT "A"
'THIS FORM MUST BE COMPLETED AND SUBMITTED WITH YOUR TECHNICALIWORK
PROPOSAL(Envelope#t)'
REQUESTS FOR PROPOSALS (RFP)#07-20
CDBG PROGRAM ADMINISTRATIVE SERVICES
SIGNATURE AUTHORIZATION
NAME OF COMPANY(PROPOSER): C�c v
m
BUSINESS )) pp /� ,{
ADDRESS 0. 3p0J 6ai�an.{ /f' Gti�Pnu �, Ctt �7 �jr
TELEPHONE: a/4-.2M-76C7 CELL PHONE 5 , r FAX
CONTACTPERSON L5 nr// Sr.,`n/r EMAIL ADDRESS Ar O✓t
A. I hereby certify that I have the authority to submit this Proposal to the City of Palm
Springs for the above listed individual or company. I certify that I have the authority to bind
myself/this company iin/n11a contract should I be successful in my proposal.
/� S-f-E, inlf
PRINTED NAME ND TITLE
^ t SIGNATURE AND DATE
B. The following information relates to the legal contractor listed above, whether an individual
or a company. Place check marks as appropriate:
1. If successful, the contract language should refer to me/my company as:
An individual;
_A partnership, Partners' names:
A company;
A corporation If a corporation, organized in the state of:
2. My tax identification number is: F 3 —J y /7 6 /,2
Please check below IF your firm qualifies as a Local Business as defined In the RFP:
_A Local Business (licensed within the jurisdiction of the Coachella Valley).
Copy of current business license is required to be attached to this document.
ADDENDA ACKNOWLEDGMENT:
Acknowledgment of Receipt of any Addenda issued by the City for this RFP is required by including the
acknowledgment with your proposal. Failure to acknowledge the Addenda issued may result in your
proposal being deemed non-responsive.
In the space provitl below,please acknowledge receipt of each Addenda:
Addendum(s)# islam hereby acknowledged.
14
ATTACHMENT "B"
'THIS FORM MUST BE COMPLETED AND SUBMITTED WITH YOUR TECHNICAL/WORK PROPOSAL
(Envelope#1)'
NON-COLLUSION AFFIDAVIT TO BE EXECUTED BY BIDDER AND NOTARIZED
AND SUBMITTED WITH BID
STATE OF CALIFORNIA)ss
COUNTY OF RIVERSIDE)
The undersigned,being first duly sworn,deposes and says that he or she is
69� St&p/ of 71-e <,— - ra,I the party making the foregoing
Proposal. That the Proposal is not made in the intere is of,or on the behalf of,any undisclosed person,
partnership, company,association, organization, or corporation; that the Proposal is genuine and not
collusive or sham; that the Proposer has not directly or indirectly induced or solicited any other
Proposer to put in a false or sham Proposal, and has not directly or indirectly colluded, conspired,
connived, or agreed with any Proposer or anyone else to put in a sham Proposal,or that anyone shall
refrain from Propwinr that the Proposer has not in any manner, directly or indirectly, sought by
agreement,communication,or conference with anyone to fix the Proposal price of the Proposer or any
other Proposer, or to fix any overhead, profit, or cost element of the Proposal price, or of that of any
other Proposer, or to secure any advantage against the public body awarding the contract of anyone
interested in the proposed contract;that all statements contained in the Proposal are true;and,further,
that the Proposer has not,directly or indirectly,submitted his or her Proposal price or any breakdown
thereof, or the contents thereof, or divulged information or data relative thereof, or paid,and will not
pay,any fee to any corporation, partnership,company,association,organization, Proposal depository,
or any other member or agent thereof to effectuate a collusive or sham Proposal.
By
G /
Till . i�wN(j
Subscribed andsworn to before me this/L day of Qel'e-4y Z219
is
ATTACHMENT "D"
'THIS FORM MUST BE COMPLETED AND SUBMITTED WITH YOUR TECHNICAL/WORK PROPOSAL
(Envelope#1)'
CITY OF PALM SPRINGS, CA
CONFLICT OF INTEREST AND NON-DISCRIMINATION
CERTIFICATION
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.
Covenant Against Discrimination. In connection with its performance under this Agreement,
Consultant 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"). Consultant 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, Consultant certfies that its actions and omissions hereunder shall not incorporate any
discrimination arising from or related to any prohibited basis in any Consultant 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 Consultant is in full compliance with the
provisions of Palm Springs Municipal Code Section 7.09.D40, including without limitation the
provision of benefits, relating to non-discrimination in
city contracting.
NAME OF CONSULTANT/VENDOR: K ��✓ .C-�rdH _
NAME and TITLE of Authorized Representative:
(Print) 12 r, (v- // v�f
Signature and Date of Authorized Representative:
(Sign) ��`�— / (Date)
17
ATTACHMENT "E"
'THIS FORM MUST BE COMPLETED AND SUBM11TED WITH YOUR TECHNICALIWORK PROPOSAL
(Envelope#1)'
CITY OF PALM SPRINGS
PUBLIC INTEGRITY DISCLOSURE
(INSTRUCTIONS FOR APPLICANTS)
Who Must File?
Applicants that are NOT a natural person or group of natural people that will be identified
on the application, and seek a City approval determined by a vote of City officials.
Examples include corporations, limited liability companies, trusts, etc. that seek a City
Council approval, or an approval by one of the City's board or commissions.
Why Must I File?
The City of Palm Springs Public Integrity Ordinance advances transparency in municipal
government and assists public officials in avoiding conflicts of interest. The City's Public
Integrity Ordinance, codified in Chapter 2.60 of the municipal code, reflects the City's
interest in ensuring that companies (and other legal entities that are not natural people)
doing business in the community are transparent and make disclosure as to their
ownership and management, and further that those companies disclose the identity of any
person, with an ownership interest worth two thousand dollars ($2,000) or more, who has a
material financial relationship with any elected or appointed voting City official, or with the
City Manager or City Attorney.
Note:A material financial relationship is a relationship between someone who Is an ownerinvestor in
the applicant entity and a voting official (or the City Manager or City Ahomey), which relationship
includes any of the following:
(1)the ownerinvestor and the official have done business together during the year prior to the
application;
(2)the official has named income from the ownerinvestor during the year prior to the filing of the
application;
(3)the ownelnvestor has given the official gifts worth fAty dollars($50) or more dunng the year prior to
the filing of the application;or
(I)the circlet might reasonably be anticipated to gain or lose money or a thing of value, based upon the
ownerd'nvestor's interest in the applicant entity, in relation to the application's outcome.
When Must I File?
You must file this form with the Office of the City Clerk at the same time when you file your
application for a City approval determined by a vote of City officials, whether elected or
appointed.
What Must 1 Disclose?
19
A. The names of all natural persons who are officers, directors, members, managers,
trustees, and other fiduciaries serving trusts or other types of organizations
(attorneys, accountants, etc.).
Note: (1) only trusts or other organizations that are not the Bduciades, (2) if a second entity that is not a
natural person serves the applicant entity(e.g., as a member of an applicant LLC), then all officers, directors,
members, managers, hustees, etc., of the second entity must be disclosed).
B. The names of persons owning an interest with a value of two thousand dollars ($2,000)
or more who have a material financial relationship with an elected or appointed City
official who will vote on the applicant's application, or with the City Manager or City
Attorney.
What if I Have Questions?
PENALTIES
Falsification of information or failure to report information required to be reported
may subject you to administrative action by the City.
'There are some additional supplementary instructions with an
example following the form should you need further clarification.
w
0 vaiM s<
PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
t. Name of Entity pp
/�Gm SHi rU�r
2. Address of Entity(Principle Place of ousstriess)
3 0 vncJ 6�/ti C c7c.r A � �a
3. Local or California Address(ti different than 112)
4. State where Entity is Registered with Secretary of State
C , Ii TS-n , "
Mother than California, is the Entity also lowered in Cafifomia? Yes F1 No
5. Type of Entity S/E P 'r
�o n t/-or
❑Corporation ❑Limited Liability Company ❑Partnership ❑Trust Ip Other(please specify)
a. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify)
Note: H any response is not a natural person, please identify all officers, dlrectors,
members, managers and other hductertes for the member, manager, trust or other
entity L
t2:e // �/ G p✓1/' S ❑Officer ❑Director FjMember ❑Manager
[name] —'
❑General Partner L]Limited Partner
❑Other Solf oid�iel�
❑Officer ❑Director ❑Member ❑Manager
[name]
❑General Partner ❑Limited Partner
❑Other
❑officer ❑Director ❑Member ❑Manager
(name]
❑General Partner ❑Limited Partner
Other
20
7. OwnersllnvestDm with a 5%beneficial Interest In the Applicant En or a related entity
EXAMPLE
JANEOOE 50116,ABC COMPANY,Inc.
[name of ownertinvestor] [percentage of beneficial interest in
entity and name of ens
A.
[name of owner nvestor] [percentage of beneficial interest in
entity and name of entity]
B.
[name of ownerllnvestor] [percentage of beneficial interest in
entity and name of en
C.
[name of uwnerllmmestor] [percentage of beneficial interest in
entity and name of entl
D.
(name of ownerfinveetor) [percentage of beneficial interest in
entity and name of anti
E.
[name of ownerlinvestor] [percentage of beneficial interest in
antity and name of enti
I DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE
OF
CALIFORNIA THAT THE FOREGOING IS tRUE AND CORRECT.
Signature of Disclosing Party, Printed Name,T@le Date
21
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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.
For over two decades, The Ramsay Group has provided over 60 jurisdictions with accurate and concise
strategic planning and project management services.Our track record for successfully developing long-
range strategies and managing local programs is extensive and well known.It is the result of tailoring our
services to each client's specific needs and understanding the socio-economic conditions of any
jurisdiction, which includes land use, infrastructure, affordable housing, labor market and the unique
needs and desires of local stakeholders.TRG experience covers the complete gamete of Local,State and
Federal planning and program management.They include Housing Elements,Consolidated Plans, 10 Year
Plans to End Chronic Homelessness and the newly established Assessment of Fair Housing.
What makes us different?
Two aspects of The Ramsay Group help us stand out from our competitors.First,our product and services
reflect the insight we acquire from affordable housing and community development analysts. All our
products and services are based on strong community and affordable housing research. Our team of in-
house experts combines years of applied knowledge with contemporary planning practices.Second,our
services and products reflect our experience as planners and community development consultants.We
have worked in communities across the U.S. and have witnessed successful planning and development
tactics duplicated again and again. We have a proven process of working with diverse communities to
identify not just obvious impediments,but assets that can be used to accomplish desired change.
CDBG Administration and Technical Assistance
Jurisdiction:City of Indio
Project Description:2016 CDBG IDIS Management and 2014,2015,2016 CDBG Technical Assistance
Status:On Going
Jurisdiction:City of Mesa,AZ
Project Description:2015-2019 Supervised CDBG and ESG Programs. Responsible for the management
of Fair Housing and Equal Opportunity; Responsible for CDBG/ESG/and Human Services Grants
Application Process;Compliance and Monitoring;Consolidated Planning Process;Analysis of
Impediments to Fair Housing;Labor Standards;Environmental Reviews;Section 3;and supervising
program staff.
Status:Ended in September 2019
Jurisdiction:City of Chino Hills
Project Description:2014,2015,2016 CDBG Technical Assistance
Status:On Going
Jurisdiction:City of El Monte
Project Description:2016-2017 Supervised CDBG and ESG Programs. Responsible for the management
of Fair Housing and Equal Opportunity;Responsible for CDBG/ESG/and Human Services Grants
Application Process;Compliance and Monitoring;Consolidated Planning Process;Analysis of
Impediments to Fair Housing; Labor Standards;Environmental Reviews;Section 3;and supervising
program staff.
Status:Ended in June 2017 -.-
5
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Jurisdiction:City of Norwalk
project Description: 2015 and 2016 CDBG and HOME Technical Assistance
Status:Ended in June 2017
Jurisdiction:Bristol Township,PA
Project Description:CDBG and HOME Administration
Status:Ended in June 2018
Jurisdiction:Broward County,FL
project Description:2015 and 2016 Staff training on IDIS,eCon Planning Suite and Environmental
Assessments as well as on-going technical assistance as needed.
Status:Ended in June 2018
Jurisdiction:City of Spartanburg,South Carolina
Project Description:2013,2014,2015,2016 Ongoing technical assistance as needed(IDIS,
Environmental Review,CDBG&HOME Program Management)
Status:Ended in June 2017
Jurisdiction:Lexington County,South Carolina
Project Description: 2015-2016 Technical assistance as needed(IDIS,Environmental Review,CDBG&
HOME Program Management)
Status: Ended in June 2017
Jurisdiction :City of Richmond,California
Project Description:IDIS Technical Assistance(subcontractors for MA)
Status:Complete March 2015—September 2015
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.
Not Applicable
6
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A.4 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
Darrell Stamps, MPA(PROJECT LEAD)
EduWton Experience Summary
rnw In mll.Aare�nlmaaon. Overthe last two decades,Darrell has served as Managing Partnerfor the
ca ffixne shire unaerslty.Fresno Ramsay Group. There, he has been responsible for providing HUD
B.A.In wows,wens,callwmle mandated strategic planning, technical assistance and program
sere untie t,Fni. management for more than 60 HUD entitlement jurisdictions. Darrell
iirorea.i.nM Annieuo"' worked alongside City staff, nonprofits and community residents in
aemoarmmeA h.b... nno g
Am.(APA) assessing, planning and managing goals and policies relating to the
Lenlf u... community development needs for jurisdictions most needy citizens.
Neearel Ciixe lmtft^Ctnnel4e
P nercertlnr wrnlnlrw Darrell routinely works with the State of California's Housing and
Community Development Department and the U.S., Department of
Housing and Urban Development,in Washington D.C.He has a Bachelors
Degree in Political Science and an MA in Public Administration.
Dennis Newburn (PROJECT LEAD#2)
edi r . Experience Summary
BA. in Pol Ban.,Oxw. Mr. Newburn serves as t
i he Firm's Senior Project Manager. He has
scare unlvenllr.India. extensive experience as a Community Planning and Development
Profe..h,.A Axinit.n. Administrator, with extensive experience in affordable housing
Mensew s@e Annnerimn Prenmre
Aeon(A PA) development, program administration and compliance.
car ific.b.ns
NMwnel crnx� lain re clvn Mr. Newburn will be 100%allocated to the project. Prior tote Ramsay
Banner cenOubm mini Group, Mr. Newburn worked for the City of Mesa Ariozoan as the
caimnla sre nnNtlelty.Frew. HOUSING AND COMMUNITY DEVELOPMENT DEPARTMENTS Community
Revitalization Coordinator.There he was the supervisor of CDBG and ESG
Programs. Responsible for the management of Fair Housing and Equal
Opportunity; Program Manager responsible for CDBG/ESG/and Human
Services Grants Application Process; Compliance and Monitoring;
Consolidated Planning Process;Analysis of Impediments to Fair Housing;
Labor Standards; Environmental Reviews; Section 3; and supervising
program staff.
Mr. Newburn also has Coachella Valley working experience serving as a
Program Director for the INLAND FAIR HOUSING AND MEDIATION
BOARD. There he managed agency Fair Housing Grants from HUD and
local CDBG programs;supervised five department managers and served
as member of the executive team.
He also served as Regional Housing Manager from 2003 to 2012 to the
7
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RURAL COMMUNITY ASSISTANCE CORP. There he provided technical
assistance and training to a number of national jurisdictions. His duties
included:
• Planned and managed technical assistance and training to
nonprofits and local, tribal, state, and federal government
agencies throughout the Rural west; responsible for staff
supervision and housing programs administration.
• Directed and served as principal trainer for Fair Housing,
Section 3, Labor Standards and HUD/NEPA Environmental
Review workshops country-wide.
• Member of HUD One CPD Assessment Team—CDBG, CDBG
108,CDBG DR,NSP and HOME programs.
• Prepared and awarded over twenty funding proposals;
assisted with strategic planning efforts that resulted in the
award of contracts with HUD and USDA Rural Development.
• Rural Development Specialist—Housing(2003-2010)
• Served as a National Trainer on behalf of HUD ONAP and
Native American Management Services for NEPA/HUD
(National Environmental Policy Act/Department of Housing
and Urban Development) requirements. — Conducted over
thirty trainings for tribes.
• Served as RCAC Principal Trainer for HUD Programs, Labor
Standards,Fair Housing and Equal Opportunity and Section 3
Requirements. Conducted over one hundred organizational
assessments and provided technical assistance on behalf of
HUD CPD Regional Offices to assist grantees with
implementation of applicable program requirements for
HOME and CDBG and USDA Rural Development housing
programs.
• Facilitated over one hundred trainings throughout the Rural
West that addressed program implementation and
regulatory compliance with specific regards to land
development, financing, and HOA property management,
and other federal requirements including contract
compliance for nonprofits and tribes.
Mr. Newbum's expertise includes: Affordable Housing Development;
CDBG/HOME Compliance;Section 3 Compliance;Fair Housing and Equal
Opportunity; Direct Project Technical Assistance;Consolidated Planning;
Citizen Participation; Labor Standards Enforcement; and NEPA/HUD
Environmental Reviews.
A.5 Include a minimum of three (3) references of recent public agencies for who your
firm has provided similar CDBG administration services as contemplated herein.
Agency Comact Name(Address Phone Number Summary of Service Project
cost
8
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City of Jesus Gomez—Housing Manager 7(P 541-4260 CDBG program technical $90 an
Indio 300 Civic Center Mall/Indio,CA 92201 assistance/IDIS hour
Office:(760)391-4028/ieomez@indio.ore Management/ConPlan,
AAP and CAPER
Development
City of Kristin Maithonis-Housing Manager 562-929-5653 CDBG program technical $90 an
Norwalk City of Norwalk assistance/IDIS hour
12700 Norwalk Blvd.,Room 11/Norwalk, Management/ConPlan,
CA 90651-1030/kmaithonisfdnorwalkca.aov AAP and CAPER
Development
City of EI in Thai-Economic Development Director (626)256-6660 CDBG.HOME, ESG $90 an
Monte City of El Monte program administration hour
City Hall West/11333 valley Boulevard /ConPlan,AAP and
El Monte,California 91731/ CAPER Development
SECTION B: PROPOSAL ORGANIZATION, CONFORMANCE AND
UNDERSTANDING
BA 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.
This section is acknowledged.
B.2 Without reciting the information regarding the Project verbatim as contained in
this RFP, convey your overall understanding of the Project and an understanding of the
City's expectations upon implementation of the Project.
The above-assigned personnel will serve as an extension of the City of Palm Springs staff,
bringing new insights, strategies and management that can be used by the City to ensure the
successful administration of the CDBG program. We will ensure weekly coordination with the
City and ensure seamless transfer of information. We will also provide monthly reports on the
program's progress and make staff available for departmental meetings or public presentations.
OVERALL ADMINISTRATION
The Ramsay Group's program administration/project implementation shall include, but not be
limited to: conducting HUD/NEPA environmental review(s); coordinating with funding agencies;
developing and administering agency contract(s); requesting, tracking and managing program
funds in compliance with program guidelines; developing required public record systems;
preparing for and assisting with agency audits and site visits; Davis-Bacon record-keeping
requirements; any acquisition or Uniform Relocation Act compliance; any bid/contract grant
9
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requirements;technical support on any other requirements or criteria for implementation;
developing appropriate agency reports, schedules and certifications; coordinating and
conducting any required community and public input meetings; providing agency reports; and
developing any annual and closeout agency submissions.
ANNUAL ACTION PLAN
The Action Plan assembled by the TRG team within the eCon Suite will include a description of
federal state and local resources available to help augment both housing and non-housing
development strategies assembled to address priorities and needs. The plan will outline
measures taken to prioritize needs and identify the distribution of assistance throughout the
Jurisdictions. This inventory will also include an outline of measures being taken to address
homelessness and the special needs constituency. These details will be included in efforts to
increase affordable housing, decrease poverty and reduce the occurrence of and constituents
living in residences with lead-based paint hazards.
CONSOLIDATED ANNUAL PERFORMANCE AND EVALUATION REPORT
TRGs will organize and prepare the CAPER in a manner fully compliant with federal guidelines
as found in the Code of the Federal Regulations(CFR) at 24 CFR Part 91.520 and any
changes or revisions therein. The performance report, assembled by the TRG team within the
eCon Suite, will include a description of the resources made available, the investment of
available resources,the geographic distribution and location of investments,the families and
persons assisted (including the racial and ethnic distribution of persons assisted), actions taken
to affirmatively further fair housing, and other actions indicated in the Strategic Plan and the
Action Plan.
IDIS MAINTENANCE
The Ramsay Group will assist staff in setting up and maintaining CDBGI HOME project
information on the Integrated Disbursement and Information System (IDIS). IDIS maintenance
will occur as requested by City each year, with a minimum of quarterly to update
accomplishments and create drawdown vouchers. General technical assistance will be provided
as requested. TRG will provide assistance with updates to the IDIS system to ensure all projects
include required activity descriptions, locations, and beneficiaries. Tasks will include, but not
limited to,the following:
• Activity set-up new and maintenance of activity status
• Enter and maintain projectlactivity accomplishments
• Report generation
• Activity funding as requested by City staff
• Set up draw-down vouchers as requested by City staff
• Create Program Income receipts
• Clean up IDIS information as needed
• Provision of technical assistance to City staff on HUD program administration and
reporting requirements
• Monitoring of programs and files for eligibility
• File set-up and closeout
• Application Review and income eligibility determination
• Provide sub-recipient monitoring
• Provide staff training as requested
• Provide annual affordable housing monitoring
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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
Based on experience, common"key" issues are inadequate record keeping and IDIS
management. During the first 30 days of the assignment, staff will review files to ensure that
they meet regulatory compliance. We will also review and mitigate any IDIS "issues" as
indicated on the City's IDIS dashboard.
SECTION B: WORK PROPOSAL
C.1 Proposer should refine and/or expand the Scope of Work to reflect their
understanding of the project and include a detailed technical work proposal, including
proposed time frame/schedule, methodology and approach, inclusive of all necessary
materials and staffing necessary to fully execute and provide CDBG administrative
services as requested in the scope of work. Identify all tasks and sub-tasks required to
successfully implement all phases of the project.
General Scope of Services: Consistent with section B.2 of this proposal, The Ramsay Group
(TRG) shall provide administrative and CDBG programmatic assistance in support of the City's
CDBG Program beginning in fiscal year 2019 including maintenance of the Integrated
Disbursement and Information System (IDIS), preparation of the Consolidated Annual
Performance and Evaluation Report (CAPER)for the FY19120 reporting period and Annual
Action Plan.
Service Delivery: TRG shall, as authorized, undertake the necessary management, data-
gathering, analysis and reporting necessary to ensure the City complies with all Federal, State
and Local regulations and requirements associated with effective implementation, management
and oversight of the City's CDBG Program. At a minimum, TRG will provide the following
activities.
A. General consultation, assistance and/or recommendations to the City of Palm Springs
CDBG Administrative Staff(and its subcontractors/sub-recipients if requested) in matters
relating to the administration and execution of its Community Development Block Grant
(CDBG) Program, including project planning, implementation services, and quarterly
project activity reporting.
B. Provide assistance with updates to the IDIS system to ensure all projects include
required activity descriptions, locations, and beneficiaries
C. Provide assistance in the preparation of a system of reporting and recordkeeping that
includes the quarterly updating of data in the IDIS and the establishment and
maintenance of activity records sufficient to demonstrate that each activity meets the
regulatory requirements of the CDBG program
D. Meet weekly with the staff of the Office of Community Development to review program
progress and program regulations.
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E. Provide assistance in compiling eligibility documentation in accordance with HUD
regulations for 2019, 2020 and 2021 funded projects, including National Objective
determinations and assistance with determining the level of environmental review
required for each projectlactivity (which shall include assistance in preparing an
Environmental Review Record (ERR).
F. Provide assistance in preparing for the Department of Housing & Urban Development
program monitoring of CDBG projects.
G. Preparation and Successful Submission of the Consolidated Annual Performance and
Evaluation Report (CAPER)for the FY18119 Reporting Period (CAPER due by
September 2020). TRG will submit the CAPER to the U.S. Department of Housing and
Urban Development(HUD)within 90 days of the end the City's program year as
required. The CAPER will be prepared using the eCon Planning Suite and in accordance
with CFR Part 91 and related HUD directives titled Consolidated Annual Performance
and Evaluation Reporting for Entitlement Grantees.
Schedule:
To Meet all the above work proposal, The Ramsay Group proposes a 30 hour a week
schedule. We will also have staff on site at least one (1) day a week. The Ramsay Group is
open to additional days. The final schedule will be in accordance to the City's needs.
SECTION D: LOCAL PREFERENCE
DA 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.
Not Applicable
D.2 List all team members with local expertise. Clearly define their role in the overall
project.
Not Applicable
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SECTION E: COST STATEMENT
ATTACHMENT"C"
'THIS FORM MUST BE COMPLETED AND SUBMITTED IN A SEPERATELY SEALED
ENVELOPE#2"Cost Proposal", NOT with Envelope#1,TechnicalMork Proposal')
REQUEST FOR PROPOSAL(RFP#07-20)
CDBG PROGRAM ADMINISTRATIVE SERVICES
COST PROPOSAL
Responding to Request for Proposal No. 07-20 Community Development Block Grant(CDBG)
Program Administrative Services, I/WE will accept as full payment the following hourly rates by
staff person/position to provide the as-needed administrative services as defined in the scope of
work.
NAME OF FIRM SUBMITTING THIS COST PROPOSAL: The Ramsay Group
SCHEDULE OF STAFF HOURLY BILLING RATES:
STAFF PERSON TITLE HOURLY RATE
Darrell Stamps $75
Dennis Newburn $75
Reimbursable Expenses:
The below expenses will only apply during onsite visits:
• Mileage - .58 per mile
• Lodging - $140 per night
Meals and Incidental Expenses - $66.00 per day.
For the initial three (3)years of the Agreement term, the proposed amount shall not exceed the
hourly rates quoted.
PRICE ADJUSTMENT: The contract price will be adjusted annually on the anniversary date in
Option year 4 and Option year 5 if exercised. The payment adjustment will be adjusted upward
or downward by the same percentage increase or decrease, occurring during the previous
twelve months, in the consumer price index for all urban consumers (CPI-U) for the
Riverside/San Bemardino/Ontario Area (published by the Bureau of Labor Statistics, U.S.
Department of Labor), or applying a similar index if the CPI-U is not published or available.
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EXHIBIT"D"
SCHEDULE OF COMPENSATION
SCHEDULE OF STAFF HOURLY BILLING RATES:
STAFF PERSON TITLE HOURLY RATE
Darrell Stamps $75
Dennis Newbum $75
Reimbursable Expenses:
The below expenses will only apply during onsite visits: Mileage - .58 per mile
• Lodging - $140 per night
• Meals and Incidental Expenses - $66.00 per day.
Not to exceed $87,000 per year.
For the initial three (3) years of the Agreement term, the proposed amount shall not exceed the hourly
rates quoted.
PRICE ADJUSTMENT: The contract price will be adjusted annually on the anniversary date in Option
year 4 and Option year 5 if exercised. The payment adjustment will be adjusted upward or downward
by the same percentage increase or decrease, occurring during the previous twelve months, in the
consumer price index for all urban consumers (CPI-U) for the Riverside/San Bernardino/Ontario Area
(published by the Bureau of Labor Statistics, U.S. Department of Labor), or applying a similar index if
the CPI-U is not published or available.
EXHIBIT'E^
SCHEDULE OF PERFORMANCE
Services to be provided on=as-needed basis during the tern of the Agreement.