HomeMy WebLinkAbout1/21/2009 - STAFF REPORTS - 2.N. 10
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January 21, 2009 CONSENT CALENDAR
Subject: APPROVAL OF A REQUEST FOR PROPOSALS FOR CIVIL
ENGINEERING DESIGN SERVICES FOR THE RAMON ROAD
WIDENING, SAN LUIS REY DRIVE TO LANDAU BOULEVARD, CITY
PROJECT NO. 08-25
From: David H. Ready, City Manager
Initiated by: Public Works and Engineering Department
SUMMARY
The City, Cathedral City, and CVAG have coordinated on a new Regional Measure A
project to widen Ramon Road to its full 6-lane width, extending from San Luis Rey Drive
to Landau Boulevard, including widening of the existing bridge over the Whitewater
River, Palm Springs will be the lead agency on this project. The first step in this project
is to retain professional civil engineering design services to prepare a Project Study
Report for the project. In accordance with 7.04.050 of the Procurement and Contracting
Code, selection of a professional services consultant is made with a determination that
the consultant is the best qualified based on the evaluation factors set forth in a request
for proposals; and contracts for professional services are awarded on the basis of
demonstrated competence and qualification for the type of services required. Staff has
prepared a Request for Proposals to solicit proposals for the required professional
services.
RECOMMENDATION:
Approve release of the Request for Proposals #10-09, Professional Civil
Engineering Design Services for the Ramon Road Widening, San Luis Rey Drive
to Landau Boulevard, City Project No. 08-25.
STAFF ANALYSIS:
On January 30, 2008, the City of Palm Springs, the City of Cathedral City, and the Agua
Caliente Band of Cahuilla Indians submitted a letter to CVAG requesting funding of a
Project Study Report (PSR) to identify the project details and overall scope for the
widening of Ramon Road to its full fi-lane width, extending from San Luis Rey Drive to
Landau Boulevard, including widening of the existing bridge over the Whitewater River.
Item No. 2 • N •
City Council Staff Report
January 21, 2009- Page 2
Raman Road Widening—RFP for Civil Engineering (CP08-25)
Since the project is listed in the 2005 Transportation Project Prioritization Study (TPPS),
as billable project number B0059 and is listed as a backbone project, the CVAG
Executive Committee agreed to provide 75% funding of an estimated $100,000 PSR at
their meeting of June 30, 2008. On November 5, 2008, Council approved a
reimbursement agreement with CVAG for this project. The City and Cathedral City
have subsequently agreed to equally split the 25% local Measure A share for this phase
of the project.
The existing Ramon Road bridge over the Whitewater River was recently inspected by
the California Department of Transportation ("Caltrans") on November 6, 2007. As a
result of Caltrans' inspection, the bridge was determined to be "Structurally Deficient"
with a sufficiency rating of 68A. It is important to note that the term "Structurally
Deficient" in no way means that the structure itself is at imminent risk of collapse or
represents a risk to public health and safety. The Federal Highway Administration
("FHWA") uses the "Sufficiency Rating" (SR) and a status flag indicating whether a
bridge is Structurally Deficient ("SD") or Functionally Obsolete ("FO") to establish
eligibility for federal funding under the Highway Bridge Program ("HBP"). Bridges that
are SD or FO and the SRC=80 are considered deficient by FHWA and are compiled into
an "Eligible Bridge List" (EBL). This list is used to calculate the State's annual HBP
apportionment and for determining eligibility for traditional replacement and
rehabilitation projects under the HBP.
Whether or not a bridge is considered SD is based on an evaluation of several factors of
the bridge's structure during the Caltrans bi-annual inspection. Identifying bridges as
SD or FO creates a process to categorize those bridges requiring maintenance beyond
standard routine maintenance, allowing the bridge rehabilitation costs to be eligible for
federal funding. Given the criteria for the Ramon Road bridge defined by the Caltrans
Bridge Inspection Report, rehabilitating and widening this bridge is eligible under the
HBP.
The PSR to be prepared for this project will be the preliminary step to a regionally
significant capital improvement project, and will also include preparation of an
application for the federal HBP grant that will cover 88.53% of the costs of rehabilitating
and widening the Ramon Road bridge.
It is necessary to retain professional civil engineering design services to have the PSR
and related documents prepared in this first phase of the project. Staff has prepared a
Request for Proposals ("RFP") to solicit proposals for civil engineering design services
for this project (see Attachment 1). The requested scope of work as identified in the
RFP is generally described as:
Provide professional civil engineering design services to develop Geometric
Approval Drawings ("GADs') and a Project Study Report ("PSR') for the widening
of Ramon Road from San Luis Rey Drive to Landau Boulevard to a six-lane
divided roadway, including a Bridge Advanced Planning Study ("APS') / Type
e2
City Council Staff Report
January 21, 2009 - Page 3
Ramon Road Widening RFP for Civil Engineering (CP08-25)
Selection for the widening of the existing four-lane bridge over the Whitewater
River.
Recently, Council has appointed sub-committees to participate in the selection of
professional consultants for various projects (no sub-committee has been appointed for
this project). Council has also generally discussed a desire to use local preference in
the selection of professional services contracts awarded by the City. However, state
law and the City's Procurement Ordinance requires that professional services contracts
be awarded on the basis of demonstrated competence and qualification for the type of
services required. No explicit allowance for the use of local preference as a qualifier in
selecting professional services exists.
It can certainly be argued that those professional consultants that have offices locally,
"locally" being considered as located within the greater Coachella Valley, have a certain
advantage over other consultants by having knowledge of the local area and expertise
relative to being aware of the City's particular requirements and expectations. This is
particularly true for the more design related projects (i.e. architecture and landscaping
projects), where a "local" consultant may be more experienced with the City's
architectural review process and knowledgeable of the City's particular architectural
history. In this regard, a "local" consultant can certainly be given greater consideration
in the general sense of evaluating the consultant's competence and qualification for the
type of services required.
The use of local preference as it relates to retaining professional services for a more
typical civil engineering public works project similar to this one, wherein "design" (Le.
architectural or landscaping) is not a part, may not be as relevant. In fact, most of our
public works projects use state and federal grant funds which have provisions restricting
the use of local preferences and require strict application of state and federal
regulations regarding consultant selection solely on the basis of qualifications (with the
firm's office location not considered a qualifying factor).
As the City currently has no existing policy regarding Council's review and approval of
RFPs prior to their release by staff, it is staffs recommendation that this project be used
as an opportunity to entertain Council's opinion on when Council should be engaged in
review of RFPs and as part of the evaluation of proposals submitted in response to the
RFP.
Staff recommends that Council authorize staff to move forward with the Ramon Road
Widening project, as outlined in the attached RFP. It is staff's intention to solicit
proposals based on the criteria contained in the RFP, with a qualification based
preference stated as follows:
The selected consultant must have the requisite training and experience with
developing Geometric Approval Drawings ("GADs'), Project Study Reports
(PSRs') and Bridge Advanced Planning Study (APS') / Type Selection studies.
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City Counal Staff Report
January 21, 2009- Page 4
Ramon Road Widening—RFP for Civil Engineering (CP08-25)
More importantly, the selected consultant must have demonstrated experience in
preparing, submitting and processing applications for Federal funding under the
Highway Bridge Program through Caltrans District 8.
In this case, relative experience directly with Caltrans District 8 in obtaining Highway
Bridge Program funding as a qualifying factor is more important than the location of the
firm's office. However, a local firm who demonstrates the requested relative experience
could be given greater consideration than others.
It is staffs intention to assemble an Evaluation Committee comprised of public works
and engineering staff from Palm Springs, Cathedral City, and CVAG to review the
proposals received and determine the most qualified firm. Given the
straightforwardness of this project, staff is not expecting to request Council or members
of any Commission to participate in the evaluation of the proposals received, unless
directed to do so by Council.
FISCAL IMPACT:
Staff estimates a professional services contract for this phase of the project will not
exceed $100,000. Approval of the RFP does not in itself obligate the City to any
expense, and award of a contract would occur as a separate future action. This project
is being funded with 75% Regional Measure A funds, with the 25% local share being
funded equally by the cities of Palm Springs and Cathedral City through Local Measure
A funds.
Submitted.
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David J. Barakian Thomas J. WO(on
Director of Public Works/City Engineer Assistant City Manager
David H. Ready
City Manager
Attachments:
1. Request for Proposals #10-09
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xc`FAI.'N
CITY OF PALM SPRINGS, CA
F REQUEST FOR PROPOSALS # 10-09
` PROFESSIONAL CIVIL ENGINEERING DESIGN SERVICES
RAMON ROAD WIDENING
q F SAN LUIS REY DRIVE TO LANDAU BOULEVARD
I. BACKGROUND INFORMATION AND GENERAL DESCRIPTION
The City of Palm Springs, California is requesting proposals from qualified firms or individuals to
provide professional civil engineering design services to develop Geometric Approval Drawings
("GADs") and a Project Study Report ("PSR") for the widening of Ramon Road from San Luis
Rey Drive to Landau Boulevard to a six-lane divided roadway, including a Bridge Advanced
Planning Study ("APS") / Type Selection for the widening of the existing four-lane bridge over
the Whitewater River, Ramon Road is an existing five-lane roadway from San Luis Rey Drive to
Crossley Road (three lanes eastbound and two lanes westbound), and an existing four-lane
roadway from Crossley Road to Landau Boulevard. The proposed roadway widening will occur
on the north side of Ramon Road to add a third westbound lane-, the proposed bridge widening
will occur equally on the north and south sides of the bridge.
This project is located in both the City of Palm Springs and the City of Cathedral City, with the
common city limit located along the centerline of Ramon Road. Cathedral City is located north
of Ramon Road, and Palm Springs is located south of Ramon Road. The City of Palm Springs
will be the lead agency on this project.
The intent of the preparation of the GADs, PSR and APS is to provide an Engineer's Estimate of
Cost for the roadway and bridge widening for use in programming future phases of this project.
The existing Ramon Road bridge over the Whitewater River (Bridge 56CO287) was last
inspected by the California Department of Transportation ("Caltrans") on November 6, 2007,
(see attached copy of the Bridge Inspection Report). The existing bridge has been determined
to be "Structurally Deficient" with a sufficiency rating of 68.4. Given these criteria defined by the
Caltrans Bridge Inspection Report, rehabilitating and widening this bridge is eligible under the
Federally funded Highway Bridge Program ("HBP").
It is the expressed desire of both Cities that, in addition to necessary rehabilitation and retrofit,
that widening the Ramon Road bridge over the Whitewater River from four-lanes to six-lanes be
federally funded under the HBP. In order to ensure increasing the capacity of the existing
bridge is eligible for Federal funded under the HBP, it is necessary to demonstrate to Caltrans
and the Federal Highway Administration ("FHWA") that there exist, or will exist, six lanes on
both approaches to the Ramon Road bridge.
Using the approved GADs, PSR and APS, the selected consultant will be expected to prepare
and submit a complete application for Federal funding under the HBP, in accordance with
Chapter 6 of the Caltrans Local Assistance Program Guidelines ("LAPG"), including processing
through Caltrans District 8 Division of Local Assistance. The selected consultant will be
required to demonstrate qualified experience in preparing HBP applications with Caltrans
District 8, and with successfully obtaining Federal funding under the HBP.
It should be understood that upon programming of Federal funding under the HBP for this
project, a new solicitation for professional services to provide environmental and civil
engineering design services for this project will be required pursuant to Caltrans procedures.
The future phases of this project will occur under a separate contract.
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II. PROJECT GOALS, SUMMARY AND SCOPE OF SERVICES TO BE PROVIDED
The goal of the proposed project is to develop Geometric Approval Drawings ("GADs") and a
Project Study Report ("PSR") for the widening of Ramon Road from San Luis Rey Drive to
Landau Boulevard to a six-lane divided roadway, including a Bridge Advanced Planning Study
("APS") / Type Selection for the widening of the existing four-lane bridge over the Whitewater
River, all of which is to be used in the preparation of a complete application for Federal funding
under the Highway Bridge Program.
This project will require the design consultant to attend various City meetings to discuss and
finalize the GADs, PSR and APS. The consultant shall be expected to present preliminary
concepts, incorporate comments and revisions, and present final drawings.
The following project coordination shall be expected:
1. Coordinate with City staff, Caltrans, Southern California Edison and Desert Water
Agency (DWA) as required to determine project parameters and constraints; collect data
and record information.
2. Prepare and present proposed GADs, PSR and APS to City staff, as may be required,
using appropriate visual aids, including maps, slides and handouts; revise as required.
3. Perform project management and project schedule maintenance to ensure that the
project timeline is adhered to and deadlines are met.
4. Perform all preliminary utility coordination to determine utility conflicts and potential utility
relocation requirements for future phases of this project.
A general Scope of Work is described below, a complete detailed Scope of Work shall be
included in the submitted Work Proposal.
Project Management
Research and Data Gathering
Surveying
Geometric Approval Drawings ("GADs")
Project Study Report ("PSR")
Bridge Advanced Planning Study ("APS') /Type Selection
Highway Bridge Program Application and Processing
III. SCHEDULE
Notice for Request for Proposals posted and issued .........................................January 23, 2009
Deadline for receipt of Questions................... .... ...... .. 2:00 P.M., Friday, February 13, 2009
Deadline for receipt of Proposals.................................. 2:00 P.M., Friday, February 20, 2009
Short List I Interviews ("if desired by City)..............................................................................TBD
Contractawarded ..................................... ........................................................................... TBD
IV. MINIMUM QUALIFICATIONS AND REFERENCE CONTACT INFORMATION
The selected consultant must have the requisite training and experience with developing
Geometric Approval Drawings ("GADs"), Project Study Reports ("PSRS") and Bridge Advanced
Planning Study ("APS') 1 Type Selection studies. More importantly, the selected consultant
must have demonstrated experience in preparing, submitting and processing applications for
Federal funding under the Highway Bridge Program through Caltrans District 8.
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The selected consultant must possess current and valid registration in California as a Civil
Engineer.
The consultant must have performed similar work on other projects and must include citations
for this work in the proposal submitted. Please include a project list with contacts, including full
name and current phone numbers, for all similar projects that have been completed in the past
five (5) years. Identify the key personnel who worked on the referenced projects and who are
expected to work on this project.
V. PROPOSAL REQUIREMENTS
The Consultant's proposal should describe the methodology to be used to accomplish each of
the project tasks and services expected as defined in the Scope of Work. The proposal should
also describe the work that shall be necessary to satisfactorily complete the tasks and service
requirements.
Please note that this Request for Proposal cannot identify each specific, individual task required
to successfully and completely implement this project. The City of Palm Springs relies on the
professionalism and competence of the Proposing Consultant/Firm to be knowledgeable of the
general areas identified in the Scope of Work and of adequate competence to include in its
proposal all required tasks and subtasks, personnel commitments, man hours, direct and
indirect costs, etc. The City of Palm Springs will not approve addenda to the Consultant's
agreement which do not involve a substantial change from the general Scope of Work identified
in this Request for Proposal.
The following criteria shall be observed.-
0 The submittal should not exceed 30 pages (sheets of paper), double sided (8'/2" by 11
including an organization chart, staff resumes and appendices, and cover letter.
Dividers, Attachment "A" and Addenda acknowledgments do NOT count toward the 30
page limit.
❑ One (1) unbound original plus Seven (7) bound copies for a total of Eight (8)
proposals are required. Facsimile (fax), email or other electronically transmitted
proposals will not be accepted.
❑ Responses to this Request for Proposal shall be organized into five categories as
follows:
1, Information on the Firm. In this section the respondent shall provide a brief
introduction, address the size of the firm, the number of years in business, the
availability of the firm to perform the tasks and services requested, and the history of the
firm. A brief statement of the respondent's understanding of the work shall be included,
along with key contact information (address, phone, fax, and email).
2. Key Personnel. Provide a brief resume for each of the key persons proposed to work
on this project. Credentials of corporate executives or firm principals are not necessary
or desired unless these individuals will play an active role in the proposed project. Any
key sub-consultants proposed should be identified, and information on their respective
role in the project shall be included. Experience with Caltrans District 8 is required.
3. Past Experience/References. In this section, the respondent should list no less than
five (5) previous projects to be used as references. The projects listed should
demonstrate specific experience with the proposed scope of services contained in this
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RFP. Please highlight areas of special expertise and any unique qualifications. A
contact name and current phone number for each reference shall be provided.
Experience with Caltrans District 8 is required.
4. Understanding of Scope of Work and Work Proposal. In this section, proposers
are requested to demonstrate their understanding of the tasks and services requested in
the general Scope of Work, and provide a detailed Work Proposal/Approach to•
accomplish the tasks, including a timeline.
S. Cost Proposal. In this section, proposers shall include a detailed cost estimate for
completion of the scope of services with cost breakdowns by scope element. All
professional fees, hourly rates, travel costs, clerical & communications costs, and any
other "special' costs must be clearly identified and defined. In addition, an hourly rate
for any additional services that were not originally requested in the Scope of Work, but
may be added at the discretion of the City, shall also be included. Note that the Cost
Proposal, including all fees and compensation shall remain firm for a minimum of 90
days from the proposal submission deadline.
The prospective Consultant shall designate, by name, the project manager to be
employed for this project. Substitution of the project manager by the selected
consultant will not be allowed without prior approval by the City of Palm Springs.
❑ All proposals must be received in the City of Palm Springs, Division of Procurement and
Contracting by 2:00 P.M. LOCAL TIME FRIDAY FEBRUARY 20 2009, Proof of
receipt before the deadline is a City of Palm Springs, Division of Procurement and
Contracting date stamp. It is the responsibility of the Proposer to see that any proposal
sent through the mail 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 to:
City of Palm Springs
Division of Procurement and Contracting
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262
Attn: Craig L. Gladders, C.P.M., Procurement & Contracting Manager
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 may be cause for rejection of a proposal.
ANY questions, technical or otherwise, pertaining to this Request for Proposal 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
or via EMAIL: Cr2ig.Gladders(a7.palmsprings-ca.gov
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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 2:00 P.M., Local Time, Friday, February 13, 2009. 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.
❑ Each proposal must include two sealed envelopes.
Envelope#1, clearly marked "Work Proposal", shall include the following items:
• Completed Signature authorization and Addenda Acknowledgment (see
Attachment A)
• Technical proposal — describe in detail your approach and understanding of all
necessary tasks and steps involved in the project; include a list of deliverables
• Related Experience; include relevant experience date, name of agency, and
reference name/contact information
• Project schedule, showing various anticipated tasks and steps from preliminary
phase, through design, and construction phases.
Envelope #2, clearly marked "Cost Proposal", shall include the following item:
• Cost proposal — The City will use a "Cast Per Unit of Work" method to pay for
professional services relating to the Work Proposal. Proposers should include a
detailed cost estimate identifying all direct, indirect, and overhead costs
associated with each task required. Describe how your firm will control costs and
minimize costs for design and construction. Do NOT include Attachment "A" in
the Cost Proposal envelope. Attachment "A" is to be included in Envelope#1.
Important Note: The successful Proposer 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 -- 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 submitted
and clearly defined. Exceptions to the City's standard boilerplate professional services
agreement, including the insurance requirements, 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 Proposer refuses or fails to execute the Agreement, the City may,
at its sole discretion, enter negotiations with and award the Contract to the second highest
ranked Proposer, and so on.
VI. RESPONSIBILITY OF PROPOSER
All project proposers shall be responsible. If it is found that a proposer is irresponsible (e.g., has
not paid taxes, is not a legal entity, submitted a proposal without an authorized signature,
falsified any information in the proposal package, etc.), the proposal shall be rejected.
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VII. CONSULTANT SELECTION
❑ Each proposal will be reviewed by an evaluation committee to determine if it meets the
proposal requirements. Failure to meet the requirements for the Request for Proposal
may be cause for rejection of the proposal.
• The evaluation committee may, at its sole option, ask for interviews or oral presentation's
by any proposer(s) participating in this process. Attendance at any such interview will be
at the Proposer's expense.
❑ A final selection of the consultant will be determined following review of all work
proposals and/or formal oral presentations. The evaluation committee will make a
recommendation of the selected consultant for a contract to be awarded by the City
Council.
❑ The selected consultant will work closely with City staff throughout the duration of the
project. A consulting firm will be selected for final negotiation of a contract based upon
the following factors:
• Project Understanding: Degree of understanding of the project and familiarity
with the area; understanding of similarly highly visible public projects, and related
architectural approval processes — (25%).
• Scope of Work: Proposed approach to the project including the expected time
commitment of key personnel, technical approach to the project, and the
emphasis placed on project phases — (25%).
• Project Managers/Staff Qualifications: Qualifications of the staff assigned to
manage and provide services related to the project; .experience with similar
projects; experience with Caltrans District 8-- (25%).
• Firm (qualifications/Consultant References. Past experience in projects
related to the outlined Scope of Work; experience with similar projects;
experience with Caltrans District 8 — (15%).
• Project Schedule: Thoroughness and reasonableness of the project schedule;
ability to maintain the project within the selected time frame— (10%).
• Project Cost: The project cost will be considered after selection of the best
proposals; no weight shall be given to the cost in the selection of the consultant.
A contract shall be negotiated with the selected consultant on the basis of the
submitted cost proposal, and in consideration of reasonable and mutually agreed
project costs and time requirements.
M Award of Contract: It is the City's intent to award a single contract to the firm that can
best meet the requirements of the Request for Proposal document. The City reserves the right
to award a contract to multiple firms or a single firm or to make no award, whichever is in the
best interest of the City. It is anticipated that award of the contract will occur at the next regularly
scheduled City Council meeting after the evaluation committee has made its final selection of
the consultant to be recommended for award. The decision of the City Council will be final.
❑ Public Record: Proposer's attention is drawn to the fact that all proposal documents
submitted are subject to the California Code Section 5250 et seq., commonly known as the
Public Records Act. Information contained in the proposals may be made public after the
review process has been completed, negotiations have concluded and a recommendation for
award has been officially agendized for City Council consideration, and/or following award of
contract, if any, by the City Council.
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❑ Cost related to Proposal preparation: The City will NOT be responsible for any costs
incurred by any Proposer in the preparation or submittal of their respective proposal.
CI Business License: The successful proposer 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".
g Proposal informalities or defects: 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 advertise for new Proposals, as best serves the interests of the
City.
Investigations: The City reserves the right to make such investigations as it deems
necessary to determine the ability of the Proposer to perform the Work and the Proposer 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 Proposer fails to satisfy the City that such Proposer is properly qualified to carry out the
obligations of the Contract and to complete the Work contemplated therein.
C] Signed Proposal and Exceptions: Submission of a signed Proposal will be interpreted
to mean that Proposer 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
must be submitted with the proposal and clearly defined. Exceptions to the City's RFP
document or standard boilerplate language, terms or conditions may be considered in the
evaluation process.
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ATTACHMENT "A"
RFP 10-09
PROFESSIONAL CIVIL ENGINEERING DESIGN SERVICES
RAMON ROAD WIDENING
SAN LUIS REY DRIVE TO LANDAU BOULEVARD
'NOTE: THIS FORM MUST BE COMPLETED AND INCLUDED WITH YOUR 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 my proposal.
SIGNATURE
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
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.
ATTACHMENT "B"
SAMPLE AGREEMENT
PROFESSIONAL SERVICES AGREEMENT
(IDENTIFY BY PROTECT NAME AND"OR CONSULTANT NAME)
TIIIS PROFESSIONAL SERVICES AGREEMENT (hereinafter "Agreement") is made
and entered into, to be effective this day of_ 200`, by and between the
CITY OF PALM SPRINGS, a California charter city and municipal corporation, (hereinafter
referred to as "City") and [INSERT FULI. NAME OF CONSULTANT, FIRM. OR
COMPANY], a [INSERT TYPE OF ENTITY, E.G., A CALIFORNIA CORPORATION, A
LIMITED LIABILITY COMPANY, ETC.], (hereinafter referred to as "Consultant"). City and
Consultant are sometimes hereinafter individually referred to as "Party" and arc hereinafter
collectively referred to as the "Parties."
RECITALS
A. City has determined that there is a need for [INSERT BRIEF DESCRIPTION OF
PROFESSIONAL SERVICES REQUIRED1 services for [INSERT BRIEF DESCRIPTION OF
PROJECT FOR WHICH PROFESSIONAL SLRVICES ARE RELATED] project (the
"Project").
B. Consultant has submitted to City a proposal to provide [INSERT TYPE OF
PROFESSIONAL. SFRVICLS I to City for the Project 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:
AGREEMENT
1. SERVICES OF CONSULTANT
1.1 Scope of Services. In compliance with all tens 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 Consultant is a
provider of first class work and professional services and that Consultant is experienced in
534762 1 9 1 Cd'
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"), which shall all be referred to collectively hereinafter as the "Contract Documents."
The City's Request for Proposals and the Consultant's Proposal, which are both attached hereto
as Exhibits "B" and "C," respectively, are hereby 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: (0)the provisions of the Scope of Services (Exhibit "A"); (2id) the provisions of the
City's Request for Proposal (Exhibit "B"); (P) the terms of this Agreement; and, (4°i) 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.
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
524761 1 10 ^ E°
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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 Additional Services. City shall have the right at any time during the performance
of the Services, without invalidating this Agreement, to order extra work beyond that specified in
the Scope of Services or make changes by altering, adding to, or deducting from such Work. No
such extra work may be undertaken unless a written order is first given by the City to the
Consultant, incorporating therein any adjustment in (i) the Maximum Contract Amount, as
defined below, and/or (ii) the time to perform this Agreement, which adjustments are subject to
the written approval of the Consultant. Any increase in compensation of up to twenty-five
percent (25%) of the Maximum Contract Amount or$25,000, whichever is less, or in the thne to
perform of up to thirty(30) days, may be approved by the City Manager, or his designee, as may
be needed to perform any extra work. Any greater increases, occurring either separately or
cumulatively, must be approved by the Palm Springs City Council. It is expressly understood by
Consultant that the provisions of this section shall not apply to the services specifically set forth
in the Scope of Services or reasonably contemplated therein, regardless of whether the time or
materials required to complete any work or service identified in the Scope of Services exceeds
any time or material amounts or estimates provided therein.
2. COMPENSATION
2.1 Maximum Contract Amount. For the Services rendered pursuant to this
Agreement, Consultant shall be compensated by City in accordance with the Schedule of
Compensation, which is attached hereto as Exhibit "D" and is incorporated herein by reference,
but not exceeding the maximum contract amount of[INSERT NOT TO EXCEED CONTRACT
AMOUNT] Dollars, ($ __) (hereinafter referred to as the "Maximum Contract Amount"),
except as may be provided pursuant to Section 1.8 above. The method of compensation shall be
as set forth in Exhibit "D." Compensation for necessary expenditures for reproduction costs,
telephone expenses, and transportation expenses must be approved in advance by the Contract
Officer designated pursuant to Section 4.2 and will only be approved if such expenses are also
specified in the Schedule of Compensation. The Maximum Contract Amount shall include the
attendance of Consultant at all Project meetings reasonably deemed necessary by the City.
Consultant shall not be entitled to any increase in the Maximum Contract Amount for attending
these meetings. Consultant hereby acknowledges that it accepts the risk that the services
identified in the Scope of Services may be more costly and/or time-consuming than Consultant
5^_.1762 1 1
anticipates, that Consultant shall not be entitled to additional compensation therefore, and that
the provisions of Section 1.8 shall not be applicable to the services identified in the Scope of
Services. The maximum amount of city's payment obligation under- this section is the amount
specified herein. If the City's maximum payment obligation is reached before the Consultant's
Services under this Agreement arc completed, consultant shall nevertheless complete the Work
without liability on the City's part for furtber payment beyond the Maximum Contract Amount.
2.2. Method of Pavment. 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 arnount 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 terns 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, this Agreement shall automatically terminate
without penalty to the City.
3. SCHEDULE OF PERFORMANCE
3.1 Time of Essence. Time is of the essence in the performance of this Agreement.
The time for completion of the services to be performed by Consultant is an essential condition
of this Agreement_ Consultant shall prosecute regularly and diligently the Work of this
Agreement according to the agreed upon Schedule of Performance (Exhibit "E").
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, which is attached hereto as
Exhibit "E" and is incorporated herein by reference. 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.
5247e2 1 12 1
. !t1
3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for
performance of the Services rendered pursuant to this Agreement shall be extended because of
any delays due to unforeseeable causes beyond the control and without the fault or negligence of
the Consultant (financial inability excepted), including, but not limited to, acts of God or of the
public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine
restrictions, riots, strikes, freight embargoes, wars, and/or acts of any governmental agency,
including the City, if Consultant, within ten (10) days of the commencement of such delay,
notifies the City Manager in writing of the causes of the delay. The City Manager shall ascertain
the facts and the extent of delay, and extend the time for performing the Services for the period
of the enforced delay when and if in the judgment of the City Manager such delay is justified.
The City Manager's determination shall be final and conclusive upon the Parties to this
Agreement. In no event shall Consultant be entitled to recover damages against the City for any
delay in the performance of this Agreement, however caused, Consultant's sole remedy being
extension of the Agreement pursuant to this section.
3.4 Term. Unless earlier terminated as provided elsewhere in this Agreement, this
Agreement shall commence upon the effective date of this Agreement and continue in full force
and effect until completion of the Services but not exceeding three (3) years from the date
hereof, except as otherwise provided in the Schedule of Performance (Exhibit "E") and pursuant
to Section 3.2 above, unless extended by mutual written agreement of the Parties.
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: _ _ [INSERT NAME], [INSERT TITLL].
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 terns of this Agreement.
4.3 Prohibition Against Subcontracting or Assieuments. The experience,
knowledge, capability, expertise, and reputation of Consultant, its principals and employees,
°24762 1 13
were a substantial inducement Bor 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 pennitted 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.
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 tinder
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
524762 1 14
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 (52,000,000.00) annual
aggregate, in accordance with the provisions of this section-
(1) Consultant shall either: (a) certify in writing to the City that
Consultant is unaware of any professional liability claims made against Consultant and is
unaware of any facts which may lead to such a claim against Consultant; or (b) if Consultant
does not provide the certification pursuant to (a), Consultant shall procure from the professional
liability insurer an endorsement providing that the required limits of the policy shall apply
separately to claims arising from errors and omissions in the rendition of services pursuant to this
Agreement.
(2) If the policy of insurance is written on a "claims made" basis, the
policy shall be continued in full force and effect at all times during the term of this Agreement,
and for a period of three (3) years from the date of the completion of the Services provided
hereunder. In the event of termination of the policy during this period, Consultant shall obtain
continuing insurance coverage for the prior acts or omissions of Consultant during the course of
perfbrining 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
514762.1 15
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 tern 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. I£
Consultant has no employees, Consultant shall complete the City's Request for Waiver of
Workers' Compensation Insurance Requirement Corn.
C. Commercial General Liability Insurance. Consultant shall obtain and
maintain, in full force and effect throughout the tens 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 (S2,000,000.00) 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 tern of this Agreement, a policy of business automobile
liability insurance written on a per occurrence basis with a single limit liability in the amount of
one million dollars ($1,000,000-00) bodily injury and property damage. The policy shall include
coverage for owned, non-owned, leased, and hired cars-
E. Employer Liability Insurance. Consultant shall obtain and maintain, in
full force and effect throughout the tern 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
(S 1,000,000.00) for bodily injury or disease.
5.2 Deductibles and Self-Insured Retentions. Any deductibles or self-insured
retentions must be declared to and approved by the City Manager prior to cornnencing 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 S 10,000-
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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.
53.4 None of the insurance coverages required herein will be in compliance with these
requirements if they include any limiting endorsement which suhstantially_im airti
the coverages_ sct_forih herein (e.g., elimination of contractual liability or
reduction of discovery period). ess_the endorsement has first been submitted to
the_City Manager and annroved in wnt nH.
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 confortnity 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.
53.7 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
5247621 17 L
requirement in no way imposes any additional obligations on the City nor does it
waive any rights hereunder in this or any other regard.
53.8 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 nonnally 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 Covernee. 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
524762.1 18 2
(. il
Consultant's insurers to provide complete, certified copies of all required insurance policies at
any time. Additional insured endorsements are not required for Errors and Omissions and
Workers' Compensation policies.
Verification of Insurance coverage may be provided by: (1) an approved General and/or
Auto Liability Endorsement Form for the City of Palm Springs or(2) an acceptable Certificate of
Liability Insurance Coverage with an approved Additional Insured Endorsement with the
following endorsements stated on the certificate:
1. "The City of Palm Springs, its officials, employees, and agents are named as an
additional insured..." ("as respects City of Palm Springs Contract No._" or 'far 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 workperformed with the City" maybe 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 insuuance 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
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 officers, council
members, officials, employees, agents and volunteers and all other public agencies whose
approval of the Project is required, (individually "Indemnified Party"; collectively "Indemnified
Parties") against any and all liabilities, claims,judgments, arbitration awards, settlements, costs,
demands, orders, and penalties (collectively "Claims"), including but not limited to Claims
arising from injuries or death of persons (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 peafionn any tern,
s247e2.1 19
provision, covenant, or condition of this Agreement ("Indemnified Claims"), but Consultant's
liability for hideninified Claims shall be reduced to the extent such Claims arise from the
negligence, recklessness, or willful misconduct of the City, its officers, council members,
officials, employees, or agents.
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 inay arise out of, pertain to, or relate to Indemnified
Claims, whether or not Consultant is narned 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. In the event a final judgment, arbitration award, order, settlement, or
other final resolution expressly determines that Claims did not arise out of, pertain to, nor relate
to the negligence, recklessness, or willful misconduct of Consultant to any extent, then City shall
reimburse Consultant for the reasonable costs of defending the Indemnified Parties against such
Claims, except City shall not reimburse Consultant for attorneys' fees, expert fees, litigation
costs, and expenses that were incurred defending Consultant or any parties other than
Indemnified Parties against such Claims.
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. This provision is intended for the benefit of third
party Indemnified Parties not otherwise a party to this Agreement.
7. RE PORTS 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 Repo_rts. 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 conternplated 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
5.1176�1 ZQ
(_ t
and, if Consultant is providing design services, the estimated increased or decreased cost
estimate for the project being designed.
7.3 Ownership of Documents. All drawings, specifications, reports, records,
documents, memoranda, correspondence, computations, and other materials prepared by
Consultant, its employees, 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
inderrinify the Consultant for all damages resulting therefrorn. 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 assigm-rent, 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. Thisreement shall be construed_as. a whole accordjrl�_tq its
fair Ianrnaa,-e-axxd common meaning to achieve the objectives and nur�gses of the Parties..=.The
5247621 21 G Y
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 irmnediatcly cease all work under this
Agreement, unless the notice provides otherwise. Thereafter, Consultant shall have no further
claims against the City under this Agreement. Upon termination of the Agreement pursuant to
this section, Consultant shall submit to the City an invoice for work and services performed prior
to the date of termination. In addition, the Consultant reserves the right to tenninate 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, ill
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.
L
5247621 22
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 terns contained in this
Agreement be construed as changing the tenns of this Agreement in any man ier or preventing
the Parties from enforcing the full provisions hereof.
8.6 Rights and Remedies Cumulative. Except with respect to rights and remedies
expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are
cumulative and the exercise by either Party of one or more of such rights or remedies shall not
preclude the exercise by it, at the same or different times, of any other rights or remedies for the
same default or any other default by the other Party.
8.7 Leeal Action. In addition to any other rights or remedies, either Party may take
legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for
any default, to compel specific performance of this Agreement, to obtain declaratory or
injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement.
8.8 Attornev Fees. In the event any dispute between the Parties with respect to this
Agreement results in litigation or any non-judicial proceeding, the prevailing Party shall be
entitled, in addition to such other relief as may be granted, to recover from the non-prevailing
Party all reasonable costs and expenses, including but not limited to reasonable attorney fees,
expert consultant fees, court costs and all fees, costs, and expenses incurred in any appeal or in
collection of any judgment entered in such proceeding. To the extent authorized by law, in the
event of a dismissal by the plaintiff or petitioner of the litigation or non judicial proceeding
within thirty (30) days of the date set for trial or hearing, the other Party shall be deemed to be
the prevailing Party in such litigation or proceeding.
9. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
9.1 Non-liability of City Officers and Employees. No officer or employee of the
City shall be personally liable to the Consultant, or any successor-in-interest, in the event of any
default or breach by the City or for any amount which may become due to the Consultant or to
its successor, or for breach of any obligation of the 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 is 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.
r �
y2d702 i 23 4. .
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 nonnal 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 prompily notified in writing of the suit or claim
and given authority, information and assistance at Consultant's expense for the defense ol'same,
and provided such suit or claim arises out of, pertains to, or is related to the negligence,
recklessness or willful misconduct of Consultant. However, Consultant will not indemnify City
if the suit or claim results from: (1) City's alteration of a deliverable, such that City's alteration
of such deliverable created the infringement upon any presently existing U.S. letters patent or
copyright; or (2) the use of a deliverable in combination with other material not provided by
Consultant when it is such use in combination which infringes upon an existing U.S. letters
patent or copyright.
B. Consultant shall have sole control of the defense of any such claim or suit
and all negotiations Bor 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
5247e2 i 24 E
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 Citv: City of Palm springs
Attention: City Manager& City Clerk
3200 E. Tahquitz Canyon Way
Palm springs, California 92262
Telephone: (760) 323-8204
Facsimile: (760) 323-8332
To Consultant:
Attention:
Telephone:
Facsimile:
10.3 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 ibis Agreement shall be
interpreted in such a manner as to be effective and valid under applicable law, but if any
provision of this Agreement shall be determined to be invalid by a final judgment or decree of a
court of competent jurisdiction, such provision shall be ineffective only to the extent of such
prohibition or invalidity, without invalidating the reminder of that provision, or the remaining
provisions of this Agreement unless the invalid provision is so material that its invalidity
deprives either Party of the basic benefit of their bargain or renders this Agreement meaningless.
10.5 Successors in Interest. This Agreement shall be binding upon and inure to the
benefit of the Parties' successors and assignees_
10.6 Third Part Except as mayfy be expressly nrovid_ed for herein,
nothinf,sontained in this Agreement-is-i eoAQd to confer, nor shall this Agreement be construed
as conferring,_an n hts,iucludiag without limitation, any rights as a third-i art e_neC_ciary or
otherwise, upon any cnt ox_pexsoA t7Qt Party hereto.
1.0.7 Recitals. The above-referenced Recitals aze_Jiezebv inQa=rated into the
greement as though fully set forth herein and each„Party acl<ao_y�ledt es and aPxees that such
Party is_bound._lw_mz rt sgs 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
5'4762 I 25
ka
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.
514762. 26
IN WITNESS WHEREOF, the City and the Contractor have caused this Agreement to be executed
the day and year first above written.
ATTEST: CONTENTSAPPROVED:
CITY OF PALM SPRINGS, CA.
By By
City Clerk City Manager
Date: Date:
By
CityEngineer
Date:
APPROVED AS TO FORM: APPROVED BY CITY COUNCIL:
By Date: Agreement No.
City Attorney
Date:
Corporations require two notarized signatures. One signature must be from Chairman of Board,President,or any Vice president. Thu
second signature must be from the Secretary,Assistant Secretary,Treasurer,Assistant Treasurer,or Chief Financial Officer.
CONTRACTOR NAME:
Cheek one_Individual_Partnership_Corporation
Address
By. By
Signature(Notarized) Signature(Notarized)
5247b2.1
27 � r
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State of GallfDmfa
County of
On before me,
Oa•o --!tern L�xet NenieanG Tiw o.tee o7iar
personally appeared
rvamoiol of 51Ana(cl
who proved to me on the basis of satisfactory evidence to
be the person(s) whose name(s) Ware subscribed to the
within instrument and acknowledged to me that
hefshe/fhey executed the same in his/her/their authorized
capacity(ies), and that by hlslherltheir s)gnafuie(s) on the
instrument the person(s), or the entity upon behalf of
which the person(s)acted, executed the instrument-
I certify under PENALTY OF PERJURY under the laws
of the State of California that the foregoing paragraph is
Prue and correct.
WITNESS my hand and official seal.
Signature
PUcp wo4�ry Saal FAow $iywrym y wo-,pry Ppm,^,
OPT70NAL
Though the rnformafion 56ow(a not regWrM by fan;!t may prove valuable tp por nns rWnp en the dccurrpnt
and could prevan!Iraudulent remorz i and raalfachment of ltrra;prat to anothar dCCunlErlt
Description of Attached Document
Title or Type of Document:
Document Date: ------ "_—Number of Pages- _
Signers)Other Than Named Above: ,„ __,,,__, _•_ _
Capaclty(ies) Claimed by Signer(s)
Signer's Name•,_""" Signer's Name:
7 Individual ❑Individual
1 Corporate Officer—Tille(s): 7 Corporate,Officer—Title(s):
Partner—LJ LJmited ❑General _ ❑Partner—L I-mFted LGeneral
LJ Attorney in Fact LJ Attorney in Face
LI Tmstce iap of mui b Here Tree top of Ihumb hors
❑ Guardian or Conservator El Guardian or Conservator
❑Other:
Slgnar Is Representing: Signer Is Representing"
. .. .-w.,eere a "'���c" .u' _M'_'s_a.f'GL"�ti":."�✓,+�G'+,:.Y,k;cixc.`Ge�—�. .. . . —Cn
a2CGr Iv`arIm5lNnary hwooi:tIon-A95ork�n.�nD EvauA2GawuonhGotat3aerty-ar,n;NeLmW4o'�hcrp Iten YaSor p-Myr,COA7uIIFrcc1�966'Ir.GRt]
5117h2 I 28
EXHIBIT "A"
SCOPE OF SERVICES
524762 1 29
-23
EXHIBIT "B"
CITY'S REQUEST FOR PROPOSALS
saa7na 30 Y
EXHIBIT "C"
CONSULTANT'S PROPOSAL
524762 1 31 e-n
u
EXHIBIT "D"
SCHEDULE OF COMPENSATION
EXHIBIT "E"
SCHEDULE OF PERFORMANCE
52,1 761.I -
33 , .