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HomeMy WebLinkAboutA6792 - GOSS ENGINEERING INC - ON-CALL ELECTRICAL ENGINEERING SVCS AMENDMENT NO..1 CONTRACT SERVICES AGREEMENT WITH GOSS ENGINEERING, INC., FOR CITY PROJECT NO. 14-20, PALM CANYON ELECTRICAL BACKBONE UPGRADES This Amendment No. 1 to tN Contract Services Agreement (A6792), ("Amendment No. 1"), is made and entered into this day of , 2019, by and between the City of Palm Springs, a California charter city and Imu.nicipal corporation, ("City") and Goss Engineering Inc., a California corporation, ("Contractor"). City and Contractor are individually referred to as "Party" and are collectively referred to as the "Parties". RECITALS A. City has determined that there is a need for As-Needed, "On-Call' Electrical Engineering Services for a variety of future public works projects, (hereinafter fhe "Project"). B. On October 21, 20.15, .the City Council approved a Contract Services Agreement (A6792) with Contractor to provide routine and non-routine as-needed, "on-call" Electrical Engineering Services, with a term limit expiring December 31, 2020, and an initial maximum compensation not to exceed $17,700. C. City requested Contractor to provide additional services for the Project related to the Palm Canyon Electrical Backbone upgrades. Based on Southern California Edison comments, the plans underwent major revisions and, was split into four phases. The requested work encompasses all four phases. D. Contractor has submitted to City a proposal to provide additional Contract services to provide updated Plans, Specifications, and Estimates under the terms of this Amendment No. 1, included as Attachment 1. E. The parties wish to enter into this Amendment No. 1 to proceed with the additional Contract services related to the Palm Canyon Electrical Backbone upgrades. NOW, THEREFORE, in consideration of these promises and mutual obligations, covenants, and conditions, the Parties agree as follows: AGREEMENT SECTION 1. The true and correct recitals above are incorporated by this reference herein as the basis for this First Amendment. SECTION 2. Section 2.1 Maximum Contract Amount of the Agreement is hereby amended as follows: The Maximum Contract Amount is increased by $6,000 for a New Total Maximum Contract Amount of$23,700. SECTION 3. Exhibit"A""Scope of Work" is hereby revised by incorporating the additional Contract services as outlined in the Contractor's proposal dated June 18, 2019, included herewith as Attachment 1. SECTION 4. Exhibit "D" "Schedule of Compensation" is hereby replaced to read, Total Project amount is $23,700, Twenty-Three Thousand, Seven Hundred Dollars and Zero Cents. SECTION 5. Full Force and Effect. All terms, conditions, and provisions of the Contract Services Agreement (A6792), unless specifically modified herein, shall continue in full force and effect. In the event of any conflict or inconsistency between the provisions of this Amendment No. 1 and any provisions of the Contract Services Agreement (A6792), the provisions of this Amendment No. 1 shall in all respects govern and control. SECTION 6. The persons executing this Amendment No. 1 on behalf of the Parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 1 on behalf of said party, (iii) by so executing this Amendment No. 1, such party is formally bound to the provisions of this Amendment No. 1, and (iv)the entering into this Amendment No. 1 does not violate any provision of any other agreement to which said Party is bound. [SIGNATURES ON FOLLOWING PAGE] IN WITNESS WHEREOF, the Parties have. executed .this Amendment No.1 as of the dates stated below. "CITY" City of Palm Springs Date: I (p-! 9 By. avid H. Ready, ` city Manager APPROVED AS TO FORM: ATTEST,: By: / By: JeTf Ba inger, nthony J M a, MM City Attorney City Clerk "CONTRACTOR" APPROVED BY CITY COUNCIL Goss Engineering, Inc.. _^ ' 320 S Main Street, Suite 102, Corona, CA 92882. Date: 6 1('/1`1 By: Signature N�cuo��-5 v��►w� ,(�2,a��pki Printed Name/Title Date: '�I �1 q By: C� Signature �I«G.�► C e v Y i,n� , �� Printed Nameftitle Check one: Individual Partnership, /corporation p 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. CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. State of California �� \ ' Countytt e of C2%uC�r`5 On J�� O\ck before me, �.��'�� (� ;eyn—��c„S— V��' •�\i , Date_ Here Insert Name and Title of the Officer personally appeared ssn'% .3 nc�cCuS ����rtit c►='^� N�c De—a, Name(s)of Signer(s) V bcyr-S who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s)is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s)on the,instrument the person(s), or the entity upon behalf of which the person(s)acted, executed the instrument. paean—am Ueaana�­ I certify under PENALTY OF PERJURY under the CHANDAA.JEAN-LOUIS c� rn laws of the State of California that the foregoing ® COMM.#2259426 paragraph is true and correct. NOTARY PUBLIC-CAUFORNIA U] RIVERSIDE COUNTY My Comm.Expires Sept.23,2022 WITNESS my hand and official seal. Signature — Place Notary Seal and/or Stamp Above Signature of ry Public OPTIONAL Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document Description of Attached Document Title or Type of Document: Documen.t Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's,Name: Signer's Name: ❑ Corporate Officer—Title(s): ❑ Corporate Officer—Title(s): ❑ Partner— ❑ Limited ❑ General ❑ Partner— ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact._ _- ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Trustee ❑ Guardian or Conservator ❑ Other: ❑ Other: Signer is Representing: Signer is Representing: 02018 National Notary Association ATTACHMENT 1 CONTRACTOR'S PROPOSAL FOLLOWS THIS PAGE 255 E.Rin<on Street,Suite 3oi. Corona,CA92879 ® infc(i Grissengireeriry.com June 18, 2019 Mr. Francisco J. Jaime City of Palm Springs 320o E.Tahquitz Canyon Way Palm Springs, CA 92262 Subject: Engineering Proposal for Additional Services for CP14-20 Palm Canyon Drive Electrical Upgrade Project Dear Mr. Jaime: As requested, Goss Engineering, Inc. (GEI) is pleased to submit this proposal for the additional engineering services for three(3)conference call meetings between September 2018 and April 91h 2019, (1) coordination meeting with (1)site investigation, re-design criteria due to removal of(7) SCE meters, and additional SCE coordination. This proposal includes Scope of Work, Staff, Schedule, and requested Compensation. SCOPE OF WORK The general scope-of-work is to provide electrical engineering to revise the plans to show (7) sub- feeders from existing meter pedestals to(7) pedestals that SCE will not provide power to due to lack of permanent consistent loads. The specific scope of work is as follows: 1.1.1 Conference calls with Palm Springs $1,000 1.1.2 In-person meeting at Palm Springs $1,000 1.13 SCE meeting after 4/24 $1,000 1.3.1 Draft plans after SCE coordination $1,000 1.3.2 Final plans for plan check submittal after comments $1,000 1.3.3 Cost Estimates and Specification revisions $1,000 GEI's deliverables are proposed to be transmitted electronically. Phoss STAFF Mr. Ed Burtch, PE is the proposed Project Manager and electrical engineer-of-record. Mr. Nick Ubrun, PE, is the proposed Project Manager and Mechanical engineer-of-record for this project. Other engineers and technicians at GEI will assist as necessary to complete the engineering work effort. COMPENSATION Based on the scope of work, GEI will be pleased to provide the required engineering services on a lump sum basis for the amount of s6,000. This proposal includes all direct costs associated with telephone, computers,travel, etc., which are necessary to complete the design effort. This proposal is valid for 6o calendar days. If you have any questions, comments, or concerns, please call me at (951) 340-1977 so that I may address. Very truly yours, GOSS ENGINEERING, INC. Ed Burtch, PE, Senior Electrical Engineer Approved by Date 0, ,,,..a.gossengineerin9.c;,m Carona,t:r:az?;y CITY OF PALM SPRINGS PROFESSIONAL SERVICES AGREEMENT ON-CALL ELECTRICAL ENGINEERING SERVICES THIS PROFESSIONAL SERVICES AGREEMENT (hereinafter "Agreement") is made and entered into, to be effective this 21th day of October , 2015,by and between the CITY OF PALM SPRINGS, a California charter city and municipal corporation, (hereinafter referred to as "City") and Goss Engineering Inc., a California corporation (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, "On-Call" Electrical Engineering Services for a variety of future public works projects, (hereinafter the "Project"). B. Consultant has submitted to City a proposal to provide As-Needed, "On-Call" Electrical Engineering Services for a variety of future public works 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 CONTRACTOR 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" 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. 1.2 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 Pagel of IS 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; (2nd)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, (41^) 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. 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, 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 furnish 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. 1.7 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 the City Engineer of the City, 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 Page 2 of 18 additional work beyond that specified in theScope 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 City Engineer 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 city 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 Sum" 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 City Engineer 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 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 city 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 city project requiring the services of the Consultant. Page 3 of 18 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 city 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 Changes 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 furnished in accordance with generally accepted practice in Consultant's profession. 2.4 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 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 Page 4 of 18 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 through December 31, 2018. 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 terms. 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: Nick Ubrun, Project Manager. 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 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. 4.3 Prohibition Against Subcontracting or Assianments. 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 subcontractor(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. All persons engaged in the Work will be considered employees of 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. Page 5 of 18 4.4 Independent Contractor. A. The legal relationship between the Parties is that of an independent contractor, 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 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, subcontractors, 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 Page 6 of 18 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. (3) In the event the policy of insurance is written on an "occurrence" basis, the policy shall be continued in full force and effect during the term of this Agreement, or until completion of the Services provided for in this Agreement, whichever is later. In the event of termination of the policy during this period, new coverage shall immediately be obtained to ensure coverage during the entire course of performing the Services under the terms of this Agreement. B. Workers' Compensation Insurance. 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 subcontractors, 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 contractors, 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. Employer 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. Page 7 of 18 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, 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 subcontractors, 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 subcontractors 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 Page 8 of 18 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 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 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 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 Insured Endorsement with the following endorsements stated on the certificate: Page 9 of 18 1. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured..." ("as respects City of Palm Springs Contract No. " or 'for any and all work performed with the City"may be included in this statement). 2. "This insurance is primary and non-contributory over any insurance or self-insurance the City may have..." ("as respects City of Palm Springs Contract No._" or "for any and all work performed with the City' may be included in this statement). 3. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, "endeavor to" mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. 4. Both the Workers' Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the 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 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, Page 10 of 18 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 willful misconduct of Consultant, its agents, employees, or subcontractors, 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"), 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. Consultant shall require all non-design-profession sub-contractors, 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-contractors, 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 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. Page 11 of 18 7.3 Ownership of Documents. All drawings, specifications, reports, records, documents, memoranda, correspondence, computations, and other materials prepared by Consultant, its employees, subcontractors, and agents in the performance of this Agreement shall be the property of City and shall be promptly delivered to City upon request of the Contract Officer or upon the termination of this Agreement, 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 subcontractors 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 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 Page 12 of 18 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. 8.4 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 8.4.13, 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 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), 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 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 hereof. 8.6 Riahts 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 Leoal 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. Page 13 of 18 8.8 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, 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 Emplovees.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. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his financial interest or the financial interest of any corporation, partnership, or association in which he/she is, directly or indirectly, interested in violation of any state statute or regulation. Consultant warrants that it 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 race, religion, color, sex, age, marital status, ancestry, or national origin. Consultant shall ensure that applicants are employed, and that employees are treated during their employment, without regard to their race, religion, color, sex, age, marital status, ancestry, or national origin. Such actions shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. 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 furnished 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 Page 14 of 18 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 Palm springs, California92262 Telephone: (760) 323-8204 Facsimile: (760) 323-8332 To Consultant: Goss Engineering, Inc. Attention: Nick Ubrun 320 South Main Street, Suite 102 Corona, CA 92882 Telephone: (951) 340-1977 Facsimile: (951) 340-1090 Email: nubrun@goss-eng.com 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. Page 15 of 18 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. (SIGNATURES ON FOLLOWING PAGE) Page 16 of 18 IN WITNESS WHEREOF, the City and the Consultant have caused this Agreement to be executed the day and year first above written. ATTEST: CONTENTS APPROVED: CITY OF PALM SPRINGS, CA B By City Clerk City Mange Date: Date: By City Engineer Date: � t 13 I 1 APPROVED AS TO FORM: APPROVED BY CITY COUNCIL: By Z"e — Date:R1 Agreement No. �b City Attorney Date: CONSULTANT Name: Goss Engineering, Inc. Check one: _Individual_Partnership X Corporation 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: 320 South Main Street, Suite 102 Corona, CA 92882 By: 2 By. l� ,f Signature(notarized) Signature (notarized) Name: ppeL> t\c1w cer0r_ Name: P)iGtiG�,t5 u»Q-ati Title:—_1 ma's r� Title: Page 17 of 18 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT Curl CODE S 1188 A notary pudic or other olNor txerpelirp thin artilinEa verifies oral the idwtiry of the irdmdnal efo signed the doaamare to which*aa ar6fcate"a attachet and not the truthfulness,acwauy or validity of that docvant. State of C ) C,Lntycf n✓ZChldl on QLhbi! . L` 3O)J tefcne me. Owe �tiere kraeR Name and Tide of the Of lcer personal appeared �`appeared )6h) LAWAn of11t!) whd proved to me on the beta of mtisfed,ry evidence to be the pweanfe) whose name(a) Ale atrbacribad to the within nabumerd and acknowledged to me that 1)(41il6 tey executed the some in 46 O&Meir authorized capacity(ee).and that by toOli Ateir signeWra[a)on the nabumend tha person(a). or the entity upon behaff of whwh the person(a)acted.executed the instrument I certify under PENALTY OF PERJURY under the tavra of the State of California taut the faegang pareig aph is true and correct. WITNESS my tend and official seen. ,•T;, C. RASSO Commission N 2025144 /1 _ w:a Notary Public- California z Srpreture �b-fl/ Riverside County Signature of Nahay Pu61ic My Comm. Expires May 16,2011 Place Nclnry S4d Abom OPTICAML Though the asabon s,Pboref oamPpbng!tin moor bcvv can detw alteration of(the document or frsuduteat reaNxnhmard of&m farm to an tminasnded document. Deacription of Attached Doarrent Title or Type of Document Document Date: Number of Pape: Signer(s) Other Than Marred Above: CaPI3dWIee)Cloned by 8igrrer(a) Signer's Name: Signer a Name: ❑C wponde Officer—Tntte(s): ❑Corporate Officer—Tibe(a): ❑Partner — O Umited ❑Generate ❑Pawner— O Urnilad ❑General ❑Indmidi d ❑Attoney in Fad ❑Individual ❑Atbwney in Fact ❑Trustee ❑Guardian or Cpn99f V92er ❑Tnretee ❑Guardian or Conservator ❑Oiher. ❑ Other. Signer to Representing: Signer Is Reprasendi ng: W014 National Notary Aeaa kibm•www.NetidefJobmy.org•1.800-W NCTARy(1-B06a7a4W7) Phm a5p07 Page 18 of 18 EXHIBIT "A" SCOPE OF SERVICES Consultant shall provide As-Needed, On Call Electrical Engineering Services to the City of Palm Springs. These services will be on an intermittent as-needed basis. The scope of work is generally described as follows: The SCOPE OF SERVICES and principal responsibilities may include, but are not limited to, the following: (all services may or may not be necessary on each project) 1. Electrical engineering and design services associated with new public buildings and facilities 2. Electrical engineering and design services associated with remodeled or rehabilitated public buildings and facilities 3. Electrical engineering and design services associated with decorative street lighting and associated improvements 4. Act as the City of Palm Springs representative on contract document interpretation and related contract matters during construction of projects. Typical duties may include, but are not limited to the following: 1. Prepare or examine engineering plans, specifications, designs, cost estimates, bid proposals for a variety of construction and maintenance projects. 2. Serve at the discretion/direction of City Engineer or his designee on a variety of construction or capital improvement projects including difficult engineering work. 3. Represent the City in meetings with contractors, developers, other agencies or the public. 4. Review/evaluate complex plans prepared by developers, consultants, utilities and others. 5. Perform contract administration functions, negotiations on behalf of the City, and recommend change orders when applicable. It will be the responsibility of the successful firm(s) or consultant(s) to determine the necessary staffing level required to perform the scope of services. The City will NOT provide dedicated work space or office space, city staff or city resources, printing or copying services, or clerical assistance in the performance of this agreement. The City reserves the right to perform any portion of the scope of work with City personnel and/or by other Consultants. Material testing and field inspection services are NOT part of the scope of services under this agreement and will be contracted for separately as needed. The successful firm(s) or consultant(s)will, however, be required to work closely with and coordinate these efforts with the contracted firms providing such services on each project. END OF EXHIBIT "A" EXHIBIT "B" CITY'S REQUEST FOR PROPOSALS CITY'S REQUEST FOR PROPOSALS FOLLOWS THIS PAGE ! �s CITY OF PALM SPRINGS, CA REQUEST FOR PROPOSALS #09-15 for ON-CALL ELECTRICAL ENGINEERING AND DESIGN SERVICES Request for proposals (RFP 09-15), for as needed, on-call, professional Electrical Engineering and Design Services to the City of Palm Springs, CA will be received at the Office of Procurement & Contracting, 3200 East Tahquitz Canyon Way, Palm Springs, California, until 3:00 P.M. LOCAL TIME, WEDNESDAY, JULY 15, 2015. It is the responsibility of the Proposer to see that any proposal sent through the mail, or 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 RFP proposals. Telegraphic, telephonic, faxed, emailed or other electronic or media transmission of RFP proposals will not be accepted. Late RFP proposals will be returned unopened. Failure to register as a Proposer to this RFP process per the instructions in the Notice Inviting Request 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. We strongly advise that interested firms officially register per the instructions provide in the Notice. 1. BACKGROUND INFORMATION AND GENERAL DESCRIPTION The City is seeking proposals from qualified professional Electrical Engineering firms to establish a list of fines to work on a variety of projects within the City boundaries. The city anticipates that projects will range from various electrical engineering and design services associated with new public buildings and facilities, as well as remodeled or rehabilitated facilities. The size and range of projects is unknown at this time as projects will be assigned as they are budgeted and approved by the City Council each fiscal year and then programmed by the Public Works Department. The City of Palm Springs is a Charter City in eastern Riverside County, CA with a population of over 48,000. Note that projects utilizing Federal Funds and special grant sources may not be covered by this RFP. Cost estimates for any of the potential projects are not available at this time as the projects are not yet approved. The City exclusively reserves the right to select and assign a successful firm from the RFP process (or firms if desired) for each project as it determines is in the best interest of the City and the specific project. As the projects remain unapproved at this time and will vary in size and scope, there is no guarantee of work nor is there any implied or promised rotation method for project assignments. 2. PROJECT OBJECTIVE AND SCHEDULE The objective of this solicitation is to hire a firm(s) or individual(s) to provide, on an as-needed basis, electrical engineering and design services for various projects on behalf of the City. Electrical Engineering and design services are expected to be required over the next five-year period and a contract(s) shall be negotiated for whatever term is determined to be in the best interests of the City. RFP SCHEDULE Notice for Request for proposals posted and issued .............................................. June 16, 2015 Deadline for receipt of Questions .........................................3:00 P.M., Tuesday, July 7, 2015 Deadline for receipt of Proposals.................................. 3:00 P.M., Wednesday, July 15, 2015 Short List/ Interviews, 'if desired by City.............................................................to be determined Contract awarded by City Council........................................................................to be determined NOTE. There will NOT be a pre-proposal conference for this procurement. "Dates above are subject to change. 3. SCOPE OF SERVICES The SCOPE OF SERVICES and principal responsibilities may include, but are not limited to, the following: (all services may or may not be necessary on each project) 5. Electrical engineering and design services associated with new public buildings and facilities 6. Electrical engineering and design services associated with remodeled or rehabilitated public buildings and facilities 7. Electrical engineering and design services associated with decorative street lighting and associated improvements 8. Act as the City of Palm Springs representative on contract document interpretation and related contract matters during construction of projects. Typical duties may include, but are not limited to the following: 6. Prepare or examine engineering plans, specifications, designs, cost estimates, bid proposals for a variety of construction and maintenance projects. 7. Serve at the discretion/direction of City Engineer or his designee on a variety of construction or capital improvement projects including difficult engineering work. 8. Represent the City in meetings with contractors, developers, other agencies or the public. 9. Review/evaluate complex plans prepared by developers, consultants, utilities and others. 10. Perform contract administration functions, negotiations on behalf of the City, and recommend change orders when applicable. It will be the responsibility of the successful firm(s) or consultant(s) to determine the necessary staffing level required to perform the scope of services. The City will NOT provide dedicated work space or office space, city staff or city resources, printing or copying services, or clerical assistance in the performance of this agreement. The City reserves the right to perform any portion of the scope of work with City personnel and/or by other Consultants. Material testing and field inspection services are NOT part of the scope of services under this agreement and will be contracted for separately as needed. The successful firm(s) or consultant(s) will, however, be required to work closely with and coordinate these efforts with the contracted firms providing such services on each project. 4. PRIOR CITY WORK If your firm has prior experience working with the City DO NOT assume this prior work is known to the evaluation committee. All firms are evaluated solely on the information contained in their proposal, information obtained from references, and presentations if requested. All proposals must be prepared as if the evaluation committee has no knowledge of the firm, their qualifications or past projects. 5. SELECTION PROCESS AND EVALUATION CRITERIA The City of Palm Springs is utilizing a Qualifications Based Selection process to select a firm to provide the professional services requested by this RFP. The City shall review the proposals submitted in response to this RFP, and a limited number of firms may be invited to make a formal presentation at a future date, if desired by the City. The format, selection criteria and date of the presentation will be established at the time of short listing. Preparation of proposals in reply to this RFP, and participation in any future presentation is at the sole expense of the firms responding to this RFP. This solicitation has been developed in the 'Request for Proposals" (RFP) format. Accordingly, firms should take note that the City will consider multiple criteria in selecting the most qualified firm(s). Consistent with Federal, State and Local laws for the acquisition of professional services, price is NOT an evaluation criteria. Cost proposals submitted in separate sealed envelopes are not opened, nor considered during proposal evaluations. Upon selection of the most qualified firm(s), the associated cost proposal will be used as a basis for contract negotiations. Contracts shall be negotiated on the basis of the submitted Cost Proposal, and in consideration of reasonable and mutually agreed project costs and time requirements. Should successful negotiations not occur with the highest ranked firm(s), the City may, at its sole discretion, choose to enter into negotiations with the other firms in descending ranking order, if so desired. Firms are requested to submit their proposals so that they correspond to and are identified with the following specific evaluation criteria: A. Firm Qualifications, Experience and Background (35 POINTS): B. Understanding Electrical Engineering services (35 POINTS): C. References and Experience with Projects of Similar Size and Scope (25 POINTS): D. Local Expertise Demonstrated on the Team (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 DA below, pursuant to the City of Palm Springs Local Preference Ordinance 1756). The full local preference, five (5) points, will be awarded to those that qualify as a Local Business. Two (2) points will be awarded to a non-local business that employs or retains local residents and/or firms for this project. Non-local firms that do not employ or retain any local residents and/or firms for this project shall earn zero (0) points for this criteria. 6. PROPOSAL CONTENTS AND SPECIAL CONDITIONS Firms are requested to format their proposals so that responses correspond directly to, and are identified with, the specific evaluation criteria stated in Section 5 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) pages sheets of paper, double sided is OK), including a cover letter, organization chart, staff resumes, appendices, and any exceptions to language, sample agreement, or insurance requirements. NOTE: Dividers, Attachment "A", Addenda acknowledgments, and the Cost Proposal ("in a separate sealed envelope) do NOT count toward the 25 page limit. Interested firms shall submit SIX (6) copies (one marked "Original" plus five (5) copies) of both your Technical/Work Proposal and your Cost Proposal, and one (1) Thumb Drive or CD of the entire proposal, by the deadline. All proposals shall be sealed within one package and be clearly marked, 'RFP#09-15, REQUEST FOR PROPOSALS FOR ON-CALL ELECTRICAL ENGINNERING AND DESIGN SERVICES". Within the sealed proposal package, the Cost Proposal shall be separately sealed from the Qualifications/Work Proposal. Proposals not meeting the above criteria may be found to be non-responsive. Each proposal package must include two separately sealed envelopes: ENVELOPE #1, clearly marked "QualificationslWork Proposal", shall include the following items: • Completed Signature authorization and Addenda Acknowledgment (see Attachment A) • Your response to the evaluation Criteria A through D as provided below. ENVELOPE#2, clearly marked "Cost Proposal", shall include the following item: • List the current 2015 hourly rate for all classifications of personnel who may work on a City Project. • List any reimbursable expenses the City may incur. • List any additional costs, such as drive time, that the City may incur in conjunction with the performance services. • The City shall include a provision in the final agreement with the selected firm(s) for annual CPI adjustments of the hourly rates after the first year of contract execution. Annual cost-of-living adjustments, if any, shall be based on the Consumer Price Index (CPI) for All Urban Consumers, for Los Angeles-Riverside-Orange County, CA. • Do NOT include Attachment "A" in the Cost Proposal envelope. Attachment "A" is to be Included in Envelope#1, Qualifications/Work Proposal. At a minimum, firms must provide the information identified below. All such information shall be presented in a form that directly corresponds to the numbering scheme identified below. SECTION A: FIRM QUALIFICATIONS, PROJECT TEAM, EXPERIENCE AND BACKGROUND A.1 State your firm's complete name, type of firm (individual, partnership, corporation or other), telephone number, FAX number, contact person and E-mail address. If a corporation, indicate the state the corporation was organized under. A.2. State the name and title of the firm's principal officer with the authority to bind your company in a contractual agreement. A.3 Describe your firm's background and qualifications in the type of effort that this project will require, specifically identifying experience with providing electrical engineering services for public agencies. AA List the name, current valid licenses numbers, qualifications and availability of the key staff/team members that will be assigned to this project. Provide detailed qualifications of the lead Representative or Project Manager that will be assigned to this project. A.5 Indicate the name of any sub-consultant firms that will be utilized to make up your team. Describe each sub-consultant's background and specific expertise that they bring to this project, SECTION B: UNDERSTANDING ELECTRICAL ENGINEERING METHODOLOGY 6.1 Describe in detail the steps that your firm would follow to provide on-call electrical engineering and design services, including your work plan process and methodology. B.2 Identify your ability to ensure that projects are designed within your client's budget and the measures taken in successfully completing all phases of a project. B.3 Identify project management tools you propose to use to keep both your own staff on track and the City staff cognizant of current project status. BA Identify a project, carried out in a desert environment, for which your firm and the staff proposed for this contract provided electrical engineering and design services, and describe how you applied your firm's skills and abilities in the following areas: (a) Responsiveness and attentiveness to client needs; (b) Creative ability; (c) Knowledge and understanding of the latest construction trends; (d) Analytical capability; (e) Oral and written communication skills; (f) Interaction with client's organization, i.e., other divisions and personnel (g) Sensitivity to funding constraints B.5 For the potential projects that were briefly described in Section 1 "Background and General Information", please comment on, and identify, any potential problems (if any) associated with these projects that you anticipate based only on the limited information provided, and how you would work with City staff to avoid or resolve them. SECTION C: REFERENCES AND EXPERIENCE WITH PROJECTS OF SIMILAR SIZE AND SCOPE CA Provide a minimum of three (3) references for recently completed Electrical Engineering Services for projects of a similar size and scope where the key personnel identified above provided the professional services required. At least two (2) of the references shall be for public/government agency projects, preferably in a desert climate. Provide contact information, including full name and a current phone number, for each project identified. C.2 For the representative successful projects completed, explain what key issues/challenges you faced and how you solved them. Also, please comment on the project budgeting for each. SECTION D: LOCAL EXPERTISE DEMONSTRATED ON THE TEAM 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. 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 contractor or 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 Al and provide a copy of its current business license (or of those it employs for this project) from a jurisdiction in the Coachella Valley with its proposal. D.2 List all team members with local expertise. Clearly define their role in the overall project. DEADLINE FOR SUBMISSION OF PROPOSALS: All proposals must be received in the City of Palm Springs, Division of Procurement and Contracting office by 3:00 P.M., LOCAL TIME, WEDNESDAY, JULY 15, 2015. Proof of receipt before the deadline is a City of Palm Springs, Department of Procurement and Contracting time/date stamp. It is the responsibility of the Proposer to see that any proposal sent through the mail, or by any other 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 Proposer unopened. Proposals shall be clearly marked and identified and must be submitted in a sealed package to: City of Palm Springs Department of Procurement and Contracting 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 Attn: Craig L. Gladders, C.P.M., Procurement& Contracting Manager PLEASE NOTE THAT PALM SPRINGS CITY HALL IS CLOSED EVERY FRIDAY, AND THEREFORE IS NOT ABLE TO ACCEPT, TIME OR DATE STAMP ANY PROPOSALS ON FRIDAYS (OR WEEKENDS AND HOLIDAYS). PLEASE TAKE THIS INTO CONSIDERATION WHEN DELIVERING A PROPOSAL BY THE DUE DATE AND TIME AS DEFINED IN THIS DOCUMENT. QUESTIONS?: Proposers, 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 request for Request for proposals must be submitted IN WRITING and directed ONLY to: Craig L. Gladders, C.P.M. Procurement&Contracting Manager 3200 East Tahquitz Canyon Way Palm Springs, CA 92262 via FAX (760) 323-8238 orvia EMAIL: Craig.Gladderseyalmspringsca.gov Interpretations or clarifications considered necessary in response to such questions will be resolved by the issuance of formal Addenda to the RFP. The deadline for all questions is 3:00 P.M., Local Time, Tuesday, July 7, 2015. 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 successful firm(s) will be required to enter into a contractual agreement, inclusive of insurance requirements, with the City of Palm Springs in accordance with the standard Professional Services Agreement— provided as Attachment "B" hereto. Please note that the Exhibits in the sample contract are intentionally not complete and will be negotiated with the selected firm and will appear in the final Professional Services Agreement executed between the parties. Any exceptions to the language contained in the RFP document, sample agreement, including the Insurance Requirements, MUST be included in the proposal and clearly defined and may be considered in the evaluation process. 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 firm refuses or fails to execute the Agreement, or negotiations are not successful, the City may, at its sole discretion, enter negotiations with and award the Contract to the second highest ranked firm, and so on. AWARD OF CONTRACT: It is the City's intent to award multiple contracts to firms that can provide the on-call services identified in the RFP document. However, the City reserves the right to award a contract to multiple Proposers or to a single Proposer, or to make no award, whichever is in the best interest of the City. It is anticipated that award of the contract(s) will occur at the next regularly scheduled City Council meeting after the evaluation committee has made its final selection of the firm(s) to be recommended for award and a contract has been negotiated and agendized for consideration. The decision of the City Council will be final. The City exclusively reserves the right to select and assign a successful firm from the RFP process (or firms if desired) for each project as it determines is in the best interest of the City and the specific project. As the projects remain unapproved at this time and will vary in size and scope, there is no guarantee of work nor is there any implied or promised rotation method for project assignments. Please note: this RFP does not necessarily identify each specific, individual task required to successfully and completely implement this proposed scope of services. 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 consider in its proposal all materials, equipment, required tasks and subtasks, personnel commitments, man-hours, labor, 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 and the resulting final negotiated scope and pricing. RIGHT TO ACCEPT OR REJECT PROPOSALS: The City of Palm Springs reserves the right to waive any informality or technical defect in a proposal and to accept or reject, in whole or in part, any or all proposals and to cancel all or part of this RFP and seek new proposals, as best serves the interests of the City. The City furthermore reserves the right to contract separately with others certain tasks if deemed in the best interest of the City. INSURANCE: Insurance provisions are contained in the Standard Contract Services sample agreement included in the RFP. The successful Proposer will be required to comply with these provisions. It is recommended that Proposers have their insurance provider review the insurance provisions BEFORE they submit their proposal. RESPONSIBILITY OF PROPOSER: All firms responding to this RFP shall be responsible. If it is found that a firm is irresponsible (e.g., has not paid taxes, is not a legal entity, submitted an RFP without an authorized signature, falsified any information in the proposal package, etc.), the proposal shall be rejected. PUBLIC RECORD: All documents submitted in response to this solicitation will become the property of the City of Palm Springs and are subject to the California Code Section 6250 et seq., commonly known as the Public Records Act. Information contained in the documents, or any other materials associated with the solicitation, pursuant to CA Government Code 6255 during the negotiation process, may be made public after the City's negotiations are completed, and staff has recommended to the City Council the award of a contract to a specific firm, but before final action is taken by the City Council to award the contract. Although the California Public Records Act ("CPRA") recognizes that certain confidential trade secret information may be protected from disclosure, the City may not be in a position to establish that the information submitted in a proposal is a trade secret. If a request is made for information marked "Confidential," "Trade Secret," Proprietary," or any other similar designation, the City will provide the party submitting such information with reasonable notice to allow the party to seek protection from disclosure by a court of competent jurisdiction. If a submitting 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 NON-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 this RFP. Proposer represents and warrants to City that Proposer shall, at its sole cost and expense, keep in effect at all times during the term of the Agreement if so awarded, any license, permit, qualification, or approval that is legally required for Proposer to perform the Work and Services under the Agreement if so awarded. Proposer shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Proposer's performance of the Work and Services required under the Agreement if so awarded. Proposer shall indemnify, defend, and hold harmless City against any such fees, assessments, taxes penalties, or interest levied, assessed, or imposed against City to the fullest extent permitted by law. BUSINESS LICENSE: The selected firm will be required to be licensed in accordance with the City of Palm Springs Business License Ordinance, Municipal Code Chapter 3.40 through 3.96, entitled "Business Tax". INVESTIGATIONS: The City reserves the right to make such investigations as it deems necessary to determine the ability of the firms responding to this RFP to perform the Work and the firm shall furnish to the City all such information and data for this purpose as the City may request. The City reserves the right to reject any proposal if the evidence submitted by or investigation of such firm fails to satisfy the City that such firm is properly qualified to carry out the obligations of the Contract and to complete the Work contemplated therein. PROPOSALS TO REMAIN OPEN: The Proposer shall guarantee that all contents of their proposal shall be valid for a period of 120 calendar days from the due date of proposals. SIGNED PROPOSAL AND EXCEPTIONS: Submission of a signed proposal will be interpreted to mean that the firm responding to this RFP has hereby agreed to all the terms and conditions set forth in all of the sheets which make up this Request for Proposals, and any attached sample agreement. Exceptions to any of the language in either the RFP documents or attached sample agreement, including the insurance requirements, must be included in the proposal and clearly defined. Exceptions to the City's RFP document or standard boilerplate language, insurance requirements, terms or conditions may be considered in the evaluation process; however, the City makes no guarantee that any exceptions will be approved. INSURANCE: Insurance provisions are contained in the Professional 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 qualifications. ATTACHMENT "A" RFP 09-15 for ON-CALL ELECTRICAL ENGINEERING DESIGN SERVICES *NOTE: THIS FORM MUST BE COMPLETED AND INCLUDED IN ENVELOPE#1. "QUALIFICATIONSIWORK PROPOSAL"* SIGNATURE AUTHORIZATION NAME OF PROPOSER/FIRM: A. I hereby certify that I have the authority to offer 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 in a contract should I be successful in m"roposal. lam✓'" �/ SIGNATURE ti ,ut U gWC,4,J PRINT NAME 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 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. 2. My tax identification number is: 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) # is/are hereby acknowledged. END OF EXHIBIT "B" EXHIBIT "C" CONSULTANT'S PROPOSAL CONSULTANT'S PROPOSAL FOLLOWS THIS PAGE City of Palm Springs On-CaU Electrical Engineering Services Table of Contents AttachmentA .................................................................................................................1 SectionA........................................................................................................................2 SectionB........................................................................................................................3 SectionC........................................................................................................................4 SectionD........................................................................................................................5 Resumes.........................................................................................................................6 O©O ATTACHMENT"A" RFP 09-15 for ON-CALL ELECTRICAL ENGINEERING DESIGN SERVICES *NOTE: THIS FORM MUST BE COMPLETED AND INCLUDED IN ENVELOPE ff1, "OUALIFICATIONStWORK PROPOSAL:` SIGNATURE AUTHORIZATION NAME OF PROPOSER/FIRM: GOSS Engineering, Inc A. I hereby certify that 1 have the authority to offer 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 in a contract shouldLl be/ sy�essful in roposal. //Jy �SIGGJNATURE Nick Ubrun PRINT NAME S. 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 melmy company as: _An individual; _A partnership, Partners' names: A company; A corporation 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. 2. My tax identification number is: 93-1 1 491 45 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) # islare hereby acknowledged. Page 12 of 36 Original Statement of Oualitications-Electrical Project Experience Mr. Craig L. Gladders, C.P.M. July 15, 2015 Procurement and Contracting Manager 3200 East Tahquitz Canyon Way Palm Springs, CA 92262 Subject: Cover Letter- Statement of Qualifications for On-Call Electrical Engineering Services (RFP 09-15) Dear Mr. Gladders: Thank you for the opportunity to submit the enclosed Statement of Qualifications (SOO) to the City of Palm Springs. As can be seen in the attached SOO, Goss Engineering, Inc. (GEI), a California-certified small business, specializes in Electrical Design, Lighting Retrofits, Power Distribution, and design of large central chiller plants for colleges and universities. GEI experience includes the addition of a 1,600-ton chiller as well as 300 and 400 horsepower boilers for the Desert Regional Medical Center located in Palm Springs. We are staffed with veteran licensed professional engineers with hands-on field experience and a solid record of successful investigation, planning, design, construction administration, and commissioning of district energy projects. The team at GEI is very experienced in providing design and construction administration services, and since our founding, GEI has planned and designed more than 40 central chiller plants, 30 infrastructure distribution systems, 20 cogeneration plants, and numerous building HVAC projects. GEI is an equal opportunity employer and we hire and promote based on merit regardless of race, religion, sex, color ethnicity, national origin, or marital status. We appreciate the opportunity to submit our SOO and look forward to the opportunity of working with the City of Palm Springs team. If you have any questions or need additional information, please let me know. Very truly yours, - 1Z Nick Ubrun, PE Prepared by Goss Engineering, Inc. 1 Original Statement of Qualifications-Electrical Project Experience SECTION A: FIRM QUALIFICATIONS, PROJECT TEAM, EXPERIENCE AND BACKGROUND This section outlines the qualifications of Goss Engineering, Inc. (GEI) as an established consulting engineering firm specializing in the planning, design, management, and commissioning of HVAC systems for public and private works, including major colleges and universities. Our ability to provide high quality engineering services, project designs and construction documentation is confirmed in our Company resume. GEI has an excellent record of successful projects that are aligned with our Mission Statement: To help our clients most their goals by providing the highest quality engineering services focused on sustainable solutions. The engineering projects described in this section demonstrate that GEI is able to perform a variety of Mechanical, Electrical, and Plumbing (MEP) Engineering Services for loth new and retrofit projects in a professional manner. GEI adheres to a proven engineering process to deliver accurate analysis and well- coordinated documentation. GEI's area of expertise includes the planning, study,design, and commissioning of: o Heating, ventilation, and air conditioning(HVAC) o Chiller and boiler replacements o Distribution systems o Facility and utility infrastructure o Pumping systems o Control systems A.1 GEI Identification Firm Name: Goss Engineering, Inc. Type of Firm: Corporation (Organized under California) Telephone Number. (951) 34D-1977 FAX Number. (951) 340-1090 Contact: Nick Ubrun Contact Email: nubrun@goss-eng.com Business Address: 320 South Main Street, Suite 102 Corona, CA 92882 Years in business: 20 Federal Tax ID: 93-1149145 California Corporation No. C1762541 A.2 Principal Officer Nick Ubrun, P.E. Nick Ubrun is a licensed professional mechanical engineer with seven years of design and planning experience in the industry. He has planned and designed mechanical system improvements for major universities, government agencies, schools, major theme ?r,A parks and private firms. Nick's experience has included the planning and design of `. central heating and coding plants, cogeneration systems, laboratory retrofits, as well as building HVAC systems, including several LEED certified protects. Prepared by Goss Engineering, Inc. 2 Original Statement of Oualifications-Electrical Project Experience A.3 GEE Background Information Goss Engineering is a corporation founded in 1994. Goss Engineering strives for enduring excellence in the design of new and remodeled mechanical and electrical systems that will serve for decades. Our clients benefit from the extensive participation of our experienced engineers on every project. Consistently going beyond our clients'expectations, we take pride in providing outstanding services. In addition, our work is carefully coordinated to be on time and on budget. The team at Goss Engineering, Inc. Is made up of engineers, designers, AutoCAD operators,and administrative staff ready to take any project from initial concept to successful completion. This section outlines the qualifications of Goss Engineering, Inc. (GEI) as an established consulting engineering firm specializing in the planning, design, management, and commissioning of mechanical and electrical systems for public and private works, including major colleges and universities. Our ability to provide high quality engineering services, project designs and construction documentation is confirmed in our Company resume. GEI has an excellent record of successful projects that aligned with our Mission Statement: To help our clients meet their goals by providing the highest quality engineering services focused on sustainable solutions. The engineering projects described in this section demonstrate that GEI is able to perform a variety of Mechanical, Electrical and Plumbing (MEP) Engineering Services for both new and remodeled projects in a professional manner. GEI adheres to a proven engineering process to deliver accurate analysis and well- coordinated documentation. GEI's electrical area of expertise includes the planning,study,design and commissioning of: o Facility and utility infrastructure o Energy conservation o Central plants o Cogeneration systems o Thermal energy storage systems o Distribution systems o Fire sprinkler and alarms o Decorative lighting o Control systems Prepared by Goss Engineering, Inc. 3 Original Statement of Qualifications - Electrical Project Experience Sample Electrical Project Experience Electric Vehicle Charging Station Sots Photo Lab South Coast Air Quality Management University of California, Irvine Diamond Bar,CA Irvine,CA Design,2015 Design, 2014 HNMSS 15011503 Classroom Renovation Matt Gym Locker Room Renovation _ University of California, Riverside Cal Roy San Los Obispo S tr Riverside, CA San Luis Obispo, CA " Design, 2015 Design.2014 Electric Service Upgrade Storm Drain Pump System Replacement AK Vista Metals North Orange County Community College Corona,CA District Design,2015 Orange,CA Design, 2014 Electric Vehicle Charging Station Math 8 Science Fume-Hood g g Cal Poly San Luis Obispo Robert Cohen Theater AHU Replacement South Coast Air Quality San Luis Obispo,CA University of California, frvine Management Design,2015 Irvine,CA Design, 2014 Cooling Tower a2 Replacement University of California, Santa Cruz F32252 At B215-Bl29 OSS Node Santa Cruz,CA The Aerospace Corporation Design, 2014 El Segundo,CA Design,2014 Engineering Tower 3'°Floor University of California, Irvine Pyramid Floor Outlet Retrofit Irvine.CA Cal State University or Long Beach Design, 2014 Long Beach,CA Design,2014 Music Lab University of California, Wine Olmstead Theater Lighting Retrofit Irvine,CA University of California, Riverside Design,2014 Riverside,CA Design,2014 Bldg 45 Scene Shop Cal Poly San Luis Obispo D1 Chiller Study San Luis Obispo,CA The Aerospace Corporation Design,2014 El Segundo, CA Olmstead Theater Lighting Retrofit; Study,20T4 University of California, Riverside Student Health 1 Multfzone Replacement y University of Calilomia, Riverside HVAC Design Riverside.CA University of California. Riverside Design,2014 Riverside,CA Design,2014 ML SAC Food Services Coordination Safeway Building Services PSX HVAC Retrofit Design Colton,CA University of Southern Calilomia, Los Angeles Study,2014 Los Angeles,CA Design,2014 TowerJazz Cooling Tower Replacement Emcor services Blo 2 HVAC Modernization s ,� .6Y Irvine,CA University of California, San Bernardino ^�� Design,2014 San Bernardino,CA r" Design,2014 >•-• Lothian Cooling Tower Replacement University of California, Riverside Vista Grande Charbroller Addition !UP Riverside,CA Cal Poly San Luis Obispo _ Design,2014 San Luis Obispo,CA Design,2014 - MPAA 2"°Floor Renovation University of California, Irvine Med Science Condensate Recovery Bio 2 HVAC Modernization; Irvine,CA University of California, Irvine University of California, San Design.2014 Irvine,CA Bernardino Design,2013 Prepared by Goss Engineering, Inc. 4 Statement of Qualifications -HVAC References A.4 Organization GEI key team members consist of registered professional engineers who average more than 20 years of engineering experience. The professional engineers are supported by engineers-in-training and other technical staff. The key team members are involved with virtually every project that GEI has the opportunity to plan, study, or design. The table below provides a list of key project staff. Name Project Role Education Nick Ubrun, P.E. Principal-in-Charge/ Project B.S. Mechanical Engineering, Manager University of California, Riverside Alfredo Benavides, Electrical Engineer-of-Record M.S. Electrical Engineering, P.E., LEED AP California State University, Fullerton Quang Hoang, P.E Electrical Engineer M.S. Mechanical Engineering, California State University, Los Angeles Shaw Gentry, P.E., Mechanical Engineer M.S. Mechanical Engineering, California Slate University, Los Angeles Nick Ubrun, P.E. (Project Manager) License M35378 Nick Ubrun is a licensed professional mechanical engineer with four years of design and planning experience in the industry. He has planned and designed mechanical system y� improvements for major universities, government agencies, schools, major theme parks and private firms. Nick's experience has included the planning and design of central heating and cooling plants, cogeneration systems, laboratory retrofits, as well as building HVAC systems, including several LEED certified projects. He has also successfully assisted clients with project programming requirements in order to maximize energy savings and system reliability while minimizing the cost to the client. Nick has successfully assisted clients with getting projects LEED and CHIPS accredited, as well as helping them get through city plan checks and Division of the State Architect. Key Project Experience: • Boiler Replacement and Hot Water Loop Addition; University of California, Santa Barbara— Santa Barbara, CA • Booth Hall HVAC Retrofit Design; University of Southern California — Los Angeles, CA • Engineering Gateway Constant Volume to Variable Volume Conversion Design University of California, Irvine— Irvine, CA • Energy Unit Cost Analysis; Major Shanghai Theme Park • Keck HVAC Efficiency Upgrade; Claremont McKenna College • Ridgecrest Senior Living Facility Geothermal Energy Study; Bluedot Projects Prepared by Goss Engineering, Inc. 5 Statement of Qualifications - HVAC References Alfredo Benavides, MSEE, P.E., LEED AP License E14397 Alfredo Benavides is a registered professional electrical engineer and LEED accredited professional with over 20 years of engineering experience. His professional experience has included planning and designing projects for the education, industrial, commercial and environmental market segments. Alfredo has represented clients and owners in the implementation and commissioning of new construction and renovation projects. Alfredo has been a key learn member in central plant, thermal energy storage, cogeneration, distribution system, HVAC, laboratory building, process system, and air pollution control projects. it Key Project Experience: • Parking Structure 4 Illumination; University of California, Irvine • University of California Medical Center Hospital; Orange, California • Ford Aeronutronics & Communications Corporation; Hardware test labs and government production facilities; New Port Beach, California • Engineering Gateway Emergency Power; Distribution Expansion; University of California, Irvine • Sterilization Plant Upgrade; Riverside Community Hospital • Sport Facilities A/C Upgrade; Jurupa/ Rubidoux School District • Campus Anteater Parking Structure and Surge; Buildings, 12kV Service extension and 408V/208/120V buildings power distribution system; University of California, Irvine Quang Hoang, MSEE, P.E. License E18787 Quang Hoang is a registered professional electrical engineer with over seven years of engineering experience. H has planned and designed electrical system improvements for a variety of clients in different market segments, including universities, water0front, aviation, government agencies, and private firms. Quang's experience includes the study and design of new Medium and Low Voltage system design, electrical system retrofits, and tenant improvement upgrades. Quang's experience al so includes Electrical System ti Protection & Safety Analysis projects: total budgets of over half million dollars in Arch Flash, Short Circuit and Coordination studies. Key Project Experience: • University of California, San Diego 12kV Load Flow Study; 2020 Master Plan • University of Southern California EEB Lighting Retrofit • OCTA Metrolink Parking Structure in Tustin, California; IES Awards for Outdoor Lighting • Metropolitan water District (MWD); La Verne Shops • Arc Flash, Short Circuit and OCPD Coordination Analyses; CSU Fullerton Prepared by Goss Engineering, Inc. 6 Statement of Qualifications - HVAC References Shaw Gentry, MSME, P.E., CEM License Shaw Gentry is a mechanical engineer with over eight years of design and planning experience in the industry. He has planned and designed mechanical system improvements for a variety of clients in different market segments, including universities, hospitals, schools, government agencies, large theme parks, and private firms. Shaw's experience includes the study and design of central plants, thermal energy storage systems, cogeneration systems, laboratory HVAC systems, and building HVAC systems. Shaw's experience also includes utility master planning, energy conservation measure modeling, energy metering analysis, fire protection design, and plumbing design. Shaw has assisted clients through city plan check, Division of the Slate Architect (DSA), Office of Statewide Health Planning and Development (OSHPD), and State Energy Program (SEP) reviews. Key Project Experience: • Central Plant MBCx; University of California, Irvine • New Central Plant Addition; Loma Linda University • Cooling Tower Replacement Study; Loma Linda University • Steam Turbine Generator Addition Study University of California, San Francisco • Fuel Cell Addition Study Cal Poly Pomona • Central Heating Plant Study; Cal Poly Pomona A.5 Sub-Consultants GEI provides full service engineering by successfully teaming with structural and architectural sub- consultants as required for a specific project. One of the structural teams that GEI utilizes is Miyamoto International, Inc. Miyamoto International is a global earthquake strategy, structural engineering and project management company providing critical services that sustain industries and safeguard communities around the world. Miyamoto International are experts in delivering earthquake strategies and high-performance engineering that reduce life cycle costs and produce a positive net impact on a structure's operation. Prepared by Goss Engineering, Inc. 7 Original Statement of Qualifications -HVAC References SECTION B: UNDERSTANDING ELECTRICAL ENGINEERING METHODOLOGY 8.1 WORK PLAN Design Ability and Approach GEI understands how to coordinate and properly supervise the engineering production effort as demonstrated by our many successful projects. GEI project success is enhanced by our preparation of a good project management work plan (PMP). Good project management is key to the success of the project. As a key first step, GEI has a kickoff meeting with the client's team to review project goals and schedules;to discuss procedures, contacts,site access,existing infrastructures, and to listen and discuss specific issues-i.e., initial fact finding (e.g.,known problems and issues). Project Management Plan The PMP includes the Scope of Work, Manpower Estimate, Schedule, and Project Staff. Good project management involves open communication and effective quality control procedures. The project Scope of Work and Manpower Estimate both identify the various work tasks and establish the time frame, budget, and key milestone dates necessary to meet the project requirements. This effort results in a plan that identifies and confirms key project tasks, organization and staffing requirements, budgets, and project schedule. The project will start with clear and concise definition of the following: o Project Orientation and Staffing: Project organization and key staff developed. o Project Description: Project goals and objectives, constraints,budgets,and schedules. oProject Tasks: Project milestones divided into individual tasks and subtasks with time budgets assigned and placed on the project schedule. oProject Schedule: Detailed project schedule with the tasks and interrelationship between the tasks developed, duration and resources assigned, milestones highlighted, and scheduled delivery dates defined. oCommunication: Open, clear communication throughout the duration of the project. Communication procedures are established at the kick-off meeting to govern the transfer of information between all project team members. oOuality Control: Quality control begins on the first day of the project and continues past the final acceptance of the work. The most cost-effective quality control efforts are exerted during milestone reviews. Aside from the daily engineering coordination procedures, at least two additional quality control checks will be conducted: a peer review by senior company professionals not directly involved with the project, and a detailed coordination check. oTeam Approach: Coordination and communication with team members with aligned goals in order to successfully prepare bridging documents. The team will meet on a regular basis to accomplish the design and be involved and available to help during the bidding process and thereafter. 9.2 GEI takes every step necessary to complete projects within budget, and design projects to an estimated budget construction cost to the clients liking. In the past, GEI has hafted designs after the budget construction cost analysis for value engineering to meet costs clients are comfortable with. Not only does GEI consistently stay within budget, but provides a quality design the client is sure to be happy with. Original Statement of Qualifications-hf VAC References 8.3 GEI utilizes multiple project management tools to keep the project on track and the city aware of the project status. GEI utilizes Microsoft Project to schedule the design and review process, provided to both the client and the staff engineers. Should the project tall short of any scheduling goals (although not likely), the design team and client are kept aware. GEI also heavily utilizes Microsoft Outlook to schedule meetings and keep the client aware of progress. GEI has access to Bluebeam studio in the event subcontractors or clients prefer the use of electronic document markups. BA GEI provided design services to Desert Regional Medical Center and Siemens Industry to replace a 1,600 ton chiller as well as 400 and 300 horsepower boilers. a) GEI was responsive and attentive to the client's needs. The project went through multiple changes to come to a spot where both Siemens and Desert Regional Medical Center was happy. b) GEI was creative in the design process,employing "outside the box"thinking. c) GEI was knowledgeable and had a thorough understanding of the latest construction trends. Part of the design included a Selective Catalytic Reduction retrofit to an existing boiler to meet South Coast Air Quality Management District's new air quality laws. GEI excels in these scenarios, and is able to stay on top of new design trends leading to a more sustainable future. d) GEI has a large analytical capacity, and utilized such in different calculations. Some of the analytical calculations GEI utilized were pressure drop calculations, refrigerant monitoring calculations and load calculations. e) GEI has excellent oral and written communication skills. The firm is constantly involved in ASHRAE presentations and learning seminars, as well as has had published artides on thermal energy storage and cogeneration systems. f) GEI's approach to client interaction is a unique approach. GEI prefers to keep one point of contact, the principal engineer or project manager as the preferred link between the client and GEI staff engineers or sub consultants. GEI believes this keeps the client happy and the communication system on more complex projects organized. g) GEI is skilled at keeping projects within funding constraints. GEI often utilizes economic feasibility studies to set a budget the client is comfortable with before the design process. B.5 GEI often encounters Issues with as-builts when retrofits or expansions are designed. GEI overcomes these problems with the client conducting thorough field investigations to accommodate incomplete as- builts,or the total lack-there-of. Original Statement of OuaHffcations References SECTION C—REFERENCES AND EXPERIENCE WITH PROJECTS OF SIMILAR SIZE AND SCOPE C.1 Patricia Kwon—(909)396-2219 Air Quality Management District Program Supervisor 21865 Copley Drive Diamond Bar,CA 91765-4178 Goss Engineering is currently working with AQMD on a vehicle charging station. The project is currently in the design phase, and will be replacing 30 electric vehicle charging stations with 120 new electric vehicle charging stations. Electrical infrastructure and power will be updated to support the effort as well. John Steward—(831)502.7639 Facilities Services University of California, Santa Cruz 1156 High St Santa Cruz, Ca 95064 Goss Engineering has worked with UCSC for approximately two years. Our work on the UCSC campus Includes Coding Tower retrofits, furnace designs, including all associated power and infrastructure work to support the designs. Currently, GEI is designing a cooling lower replacement project including a power analysis to ensure the cooling tower can operate on existing electrical systems. Jeremiah Bemowski—(909) 592-3261 Safeway/Mt San Antonio College 1474 Miller Drive Colton, CA 92324 Goss Engineering has worked with MI. Sac Food Service Building for a short circuit and protective device coordination study.The study was performed to analyze the quality of the electrical system protection at the food service building. C.2 GEI a faced a key challenge at UCSC with budget constraints. UCSC had not budgeted for an infrastructure upgrade of cooling tower replacement budget level cost analysis provided by GEI, so GEI revised the scope of design to better reflect what UCSC had in mind. These issues affected GEI's budget because the change in work was not in the contract scope. UCSC amicably revised the contract scope to incorporate the design changes. original Statement of ouarrfrcations-HVAC References Section D: Local Expertise Demonstrated on the Team DA Goss Engineering, Inc's physical address is not legally a local business to the city of Palm Springs. D.2 Nick Ubrun Chiller and Boiler Replacement Design; Siemens/Desert Regional Medical Center Nick Ubrun was the mechanical engineer for this hospital central plant retrofit. Nick designed the addition of an SCR reduction system on an existing boiler, designed the replacement of a 1,600 ton chiller and designed the replacement of both a 400 and 300 horsepower boiler. The project is currently In the construction phase. Quang Hoang Chiller and Boiler Replacement Design;Siemens/Desert Regional Medical Center Quang Hoang took over as the electrical engineer of record.Quang is now overseeing the present phase (construction). 00* Goss Alfredo Benavides, MSEE, PE, LEED AP Engineering, Inc. 951-340-1977 Mr. Benavides, P.E.is a registered electrical engineer in the state of California and has been involved with the design and project implementation of all phases of electrical engineering. These projects include feasibility studies,power infrastructure capacity evaluation studies,conceptual design and project Implementation scheduling as required to support state and private industry plans for facility central plant renovation and expansion,the project design of new and upgraded power distribution transformers and feeders. Project construction implementation also involves project management and quality assurance. CENTRAL PLANT EXPERIENCE • 10 MVA Hospital Central power plant capacity design. UCIMC Orange, CA • Campus 19-megawatt cogeneration plant; New 12kV; Feeder sizing, routing, construction management and quality assurance. UCI campus, Irvine,CA. • Campus Step IV;480V new power distribution system for Chiller Central Plant Expansion. UCI Irvine, CA SITE INFRASTRUCTURE EXPERIENCE • 48,000 at; 41 BOV/480V; Hospital lab building electrical service; 400kW. Emergency Power Clinical Research Lab. UCIMC Orange, CA • 50,000 at; 12kV; 480V line power distribution and 750 kW emergency generator power plant for campus Stem Cell Research Facility. UCI Irvine, CA • 120,000 sf; research facility; 12kV;480/208/120V Clean rooms and labs power distribution. Campus Institute for Telecommunications and Information Technology. UCI Irvine,CA • 45,000 sf;4BOV/208/120V Campus Computer Science Educational Facilities and Labs distribution system. UCI Irvine, CA • 12 kV Site Power Factor Correction. Monsanto Co,Anaheim, CA • Campus Anteater parking structure and Surge buildings; 12kV; Service extension from existing network. 480V/2081120V buildings power distribution system. UCI Irvine, CA. • 55,000 at; 12 kV;480/208/120V medium and low voltage budding power distribution for new classroom and labs.Campus Social and Behavioral Sciences school. UCI Irvine,CA. REGISTRATION Electrical Engineer, E14397,California EDUCATION M.S. Electrical Engineering, 1975,California State University, Fullerton Alfredo Benavides Resume Page 1 of 1 Nick Ubrun, PE GIG * 951-340-1977 Goss Engineering, Inc. Nick Ubrun is a mechanical engineer with over three years of design,planning,and drafting experience in the industry. He has planned and designed central heating and cooling plants for a variety of projects in different market segments, as well as HVAC systems for a variety of projects including several LEED certified projects.Nick's experience includes LEED and CHPS projects central plant design,building HVAC system design,energy modeling,and HVAC studies. Protect Experience Universities Cal Poly San Luis Obispo Cal Poly Pomona Riverside Community College District El Camino Community College Coastline Community College University of California, Santa Barbara K-12 Schools Arcadia Unified School District Pasadena Unified School District Riverside Unified School District Rowland Unified School District San Marcos Unified School District Civic Old Town Newhall Library Laguna Niguel City Hall Santa Fe Springs Library and Neighborhood Center Corporate 2 Witherspoon Properties Watson Land Company Headquarters Membership American Society of Heating, Refrigerating and Air-conditioning Engineers (ASHRAE) Realstration Mechanical Engineer, California, M 35378 Education BS, Mechanical Engineering, University of California, Riverside 2008. Nick Ubnm Resume Page i of 1 Quang Hoang, PE, LC, LEED AP OIGO Goss Engineering,951 -340-1977977 Quang Hoang is an electrical engineer with over seven years of design and planning experience in the industry.He has planned and designed electrical system improvements for a variety of clients in different market segments,including universities,water-front,aviation,government agencies,and private firms.Quang's experience includes the study and design of new Medium and Low Voltage system design,electrical system retrofits,and tenant improvement upgrades. Quang's experience also includes Electrical System Protection&Safety Analysis projects:total budgets of over half a million dollars in Arc Flash,Short Circuit and Coordination studies. Prolect Experience Universities California State University Northridge University of Southern California University of California, Irvine University of California, Santa Barbara University of California, Santa Cruz Humboldt State University University of San Diego Waterfront Port of Los Angeles Port of Long Beach Aviation Boeing, Long Beach Boeing, Huntington Beach Government Metrolink Metropolitan Water District Membership Institute of Electrical and Electronics Engineers(IEEE) Reaistratlon Electricall Engineer,California, E18787 Education BS, Electrical Engineering, Polytechnic University of Danang MS, Electrical Engineering, California State University, Los Angeles Quang Hoang Resume Page 1 of 1 Shaw Gentry, PE, CEM 000Goss Engineering, Inc. 951 -340-1977 Shaw Gentry is a mechanical engineer with over eight years of design and planning experience in the industry. Shaw Gentry is a mechanical engineer with over eight years of design and planning experience in the industry. He has planned and designed mechanical system Improvements for a variety of clients in different market segments, including universities, hospitals, schools,government agencies, large theme parks, and private firms. Shaw's experience includes the study and design of central plants,thermal energy storage systems,cogeneration systems, laboratory HVAC systems, and building HVAC systems. Shaw's experience also includes utility master planning, energy conservation measure modeling,energy metering analysis, fire protection design, and plumbing design. Shaw has assisted clients through city plan check, Division of the State Architect (DSA),Office of Statewide Health Planning and Development(OSHPD), and State Energy Program (SEP) reviews. Protect Experience Universities University of California, Irvine Cal Poly Pomona University of California,Santa Cruz Loma Unda University Cal Poly San Luis Obispo University of Southern California Commercial Major Southern California Theme Park Major Shanghai Theme Park Corporate CBRE Membership American Society of Heating, Refrigeration and Air-conditioning Engineers(ASHRAE) Reaistratlon Mechanical Engineer, California, M36761 Education BS, Mechanical Engineering,California State University, Los Angeles Shaw Gentry Resume Page 1 of 1 Stelement of Oualificalions GEI Organization Chart City of Palm Springs PrincleWn•Clures Nick Ubm.P E. Mecum Eesllnrr [leenleel SWNunI Shaw Gentry,P.E., � E�In•er CEM Alhedo Eenavides, P.E.LEEU AP lash fkmdde,5 E. Oeanp Hwrp,P.E. Myamolo IntemBibnal fropsmd by Goss Engineering, Inc. 1-1 EXHIBIT "D'$ SCHEDULE OF COMPENSATION SCHEDULE OF COMPENSATION Attached hourly rates shall apply for the term of the contract any extensions. If any proposal submitted to the City for requested projects includes task items payment for said task items cannot exceed 75% until task item is 100% completed. City of Palm Springs On-Call Electrical Engineering Services Table of Contents 2015 Rate Table..............................................................................................................1 ReimbursableExpenses ...............................................................................................2 AdditionalCosts ............................................................................................................3 InsuranceCertificate.....................................................................................................4 O©O ®©O GGSS ENGINEERING,INC. 320 S.Main Street,Corona,CaWomia Ww Tel 951.340.19T7 Fox 951.340.1090 EXHIBIT B DESIGN PROFESSIONAL RATE SCHEDULE Goss Engineering, Inc. 2015 Rate Table Position Hourly Rates Administration $55 Auto Cad Drafter $75 Engineering Intern $50 Engineering Aide $75 Assistant En ineer $90 Associate Engineer $105 Engineer $120 Senior Engineer $140 Principal Engineer $165 Executive Engineer $185 Reimbursable per contract Expenses 7/15/15 Page 1 ©©O GOSS ENGINEERING,INC. 320 S.Main Streel,Corona.Calilornia 92882 Tel 951,340.1977 Fax 951340.1090 Goss Engineering, Inc. 2015 Reimbursable Expenses • Mileage (invoiced at the IRS standard mileage rate) • Printing (invoiced at $0.50 per square foot) 7/15/15 Page 1 O©O GOSS ENGINEERING,INC. 320 S.Main Street Corona,California 92882 Tel 951.340.1977 Fax 951.340.1090 Goss Engineering, Inc. Additional Costs Drive Time: GEI anticipates an approximate drive time of 1 hour and 30 minutes to the city center of Palm Springs, CA. M w: 7/15/15 Page I EXHIBIT "E" SCHEDULE OF PERFORMANCE The services provided hereunder this Agreement shall occur on an as-needed "on-call" basis, pursuant to separate individual Task Orders or Purchase Orders. The City and Consultant shall agree on a schedule of performance for scopes of work on assigned projects. END OF EXHIBIT "E"