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HomeMy WebLinkAbout1. RFP - Professional Land Surveying Services_01.16.2025 REQUEST FOR PROPOSALS Professional Land Surveying Services Professional Services Submission Deadline – February 6, 2025 at 2:00 p.m. Pacific Standard Time (“PST”) Professional Land Surveying Services January 17, 2025 2 | Page 1. INTRODUCTION The City of Diamond Bar ("City") is requesting proposals from qualified individuals or firms (“Consultant”) to provide professional land surveying services. RFP Date: Friday, January 17, 2025 Project Name: Professional Land Surveying Services Department: City Manager’s Office and Public Works Proposal Deadline: February 6, 2025 at 2:00 p.m. PST Proposals must be delivered by the proposal deadline via the PlanetBids portal (https://vendors.planetbids.com/portal/39500/bo/bo-detail/125568). All proposals submitted in response to this Request for Proposal (“RFP”) will become property of the City upon submittal and a matter of public record pursuant to applicable law. Late submittals will not be accepted. Proposals may be withdrawn if written notification of withdrawal of the proposal is signed by an authorized representative of the Consultant and received at Diamond Bar City Hall (21810 Copley Drive) prior to the closing time for receipt of proposals. Proposals cannot be changed or withdrawn after the time designated for receipt. Withdrawal notification must be submitted to: City of Diamond Bar City Manager’s Office Attn: Alex Batres 21810 Copley Drive Diamond Bar, CA 91765 The City will review all proposals received by the submittal deadline indicated in this RFP. Proposals that do not meet the minimum requirements of this RFP will be rejected. The City reserves the right to select the Consultant that best meets the overall needs and offers the best overall value to the City based on a variety of criteria, including but not limited to, experience of the Consultant’s team, quality of work product, project understanding and methodology, successful completion of similar projects, past performance, cost effectiveness, and references, but not solely on the lowest cost of services. Those Consultants considered most responsive to this RFP may be requested to attend at least one (1) interview with the City. The City may determine that a selection can be made without conducting interviews. Professional Land Surveying Services January 17, 2025 3 | Page Upon completion of the City's evaluation process, the most qualified Consultant shall be invited to meet with the City to negotiate compensation, terms, and conditions. If an agreement is not reached, the negotiations will be terminated, and similar interviews and/or negotiations will then follow with the next Consultant. All such negotiations shall be strictly confidential, and in no case shall the compensation involving one Consultant be discussed with another or made public. The following tentative schedule has been established for the selection of a firm which is subject to change: • RFP Posting Date Friday, January 17, 2025 • Written Questions Deadline Monday, February 3, 2025 at 4:00 p.m. PST • Proposal Due Date Thursday, February 6, 2025 at 2:00 p.m. PST • Award of Contract April 2025 The City of Diamond Bar shall not be liable for any pre-contractual expenses incurred by any Consultant, nor shall any Consultant include any such expenses as part of the proposed cost. Pre-contractual expenses include any expense incurred by a Consultant prior to the date of an executed contract, such as the cost of preparing and submitting a proposal and negotiating any terms with the City. 2. ABOUT THE CITY Diamond Bar is a scenic community located on the eastern edge of Los Angeles County, within minutes of Orange, Riverside, and San Bernardino counties. With its origin as a center for ranching perched among a landscape of rolling hills in the East San Gabriel Valley, Diamond Bar became one of the first master planned communities in Los Angeles County dating back to 1956, and has grown since that time to be known for its friendly country-living atmosphere, abundant open spaces, exceptional public facilities, well-maintained parks and hiking trails, and excellent schools. In 1989, Diamond Bar became the 86th city in Los Angeles County. Today, Diamond Bar covers 14.9 square miles and is home to 57,177 residents. Diamond Bar is bounded by the cities of Industry and Pomona to the north, Chino Hills to the east, and unincorporated Los Angeles County to the south and west. With convenient access to State Routes SR-57 and SR-60, Diamond Bar is within 30 miles driving distance of the cities of Los Angeles, Riverside, and Irvine, making it a desirable destination to live and work. The Industry Metrolink Station lies on the City’s northern border, providing east-west transit connections to Los Angeles and Riverside. Professional Land Surveying Services January 17, 2025 4 | Page Diamond Bar operates under the council-manager form of government. Residents elect a five-member City Council, which selects a Mayor and Mayor Pro Tem each year to serve for one year. The City Council also appoints a City Manager to supervise the City’s day-to-day operations. 3. PROJECT BACKGROUND The City is in the process of potentially acquiring a property located at 22601 Sunset Crossing Road, Diamond Bar, CA 91765, APN 8718-005-005 & -006 (“PONY Property”), which encompasses over 10 acres and features four (4) unlighted baseball fields. In front of the PONY Property, there are two (2) vacant parcels adjacent to it, located at 22555 Sunset Crossing Road, Diamond Bar, CA 91765, APN 8718-005- 900 and 8718-005-901 (“Sunset Crossing Property”). Should the City acquire the PONY Property, the Sunset Crossing Property and the PONY Property will be referred to collectively in the future. However, for purposes of this RFP, the PONY Property and the Sunset Crossing Property will be referred to separately. In preparation for the transfer of ownership, the City is seeking a qualified and cost-effective consulting firm to provide comprehensive land surveying services. These services will encompass boundary and property line surveys, utility surveys, and other necessary assessments. The selected Consultant will deliver accurate and timely data to support the City’s maintenance and planning decisions for the PONY Property and Sunset Crossing Property. 4. SCOPE OF WORK AND DELIVERABLES The successful Consultant, at a minimum, must provide all instruments, equipment, tools, personnel, and supervision required to provide the land surveying services below. PART I – BOUNDARY/PROPERTY LINE SURVEY The Consultant shall conduct a detailed boundary survey, using precise measuring techniques, to identify and establish the property lines of the PONY Property and the Sunset Crossing Property. The Consultant shall exercise independent, professional judgment and innovation in performance of any services or tasks listed herein. At a minimum, the Consultant shall: • Review available property records and other relevant documents. • Identify, verify, and locate any existing boundary markers, natural features, and other relevant site conditions. Professional Land Surveying Services January 17, 2025 5 | Page • Verify that boundaries align with existing legal descriptions and recorded documents. • Produce a detailed boundary line survey map that clearly illustrates the property boundaries and area calculations. • Mark property corners with permanent markers. Permanent markers must be installed every 100 ft. along the eastside property line of the PONY Property adjacent to the homes on Big Falls Drive. • Provide digital copies of all survey documentation, including the boundary line map in a PDF and Geographic Information System (“GIS”) shapefile/layer format. PART II – UTILITY SURVEY The Consultant must conduct a detailed utility survey to identify the types and locations of all above-ground and underground utilities within the PONY Property and the Sunset Crossing Property. The Consultant shall exercise independent, professional judgment and innovation in performance of any services or tasks listed herein. At a minimum, the Consultant shall: • Review available public records and utility maps from local utility companies and as-built drawings to gather historical data about existing utility installations. • Conduct a visual inspection to document all above-ground utilities, including poles, conduits, meters, and other visible installations. • Record the location, condition, and type of each utility identified during the survey. • Utilize utility locating technologies such as electromagnetic locators, ground-penetrating radars, and other non-invasive methods to identify subsurface utilities. • Accurately locate and map existing underground utilities, including water, sewer, gas, electricity, and telecommunications. • Produce a detailed utility survey map that includes above-ground and underground utilities, including valve locations, and distinguishes between different utility types, locations, depths, and conditions. Utility survey map must also include utilities within the sidewalk adjacent to the properties. • Provide digital copies of all survey documentation, including the utility map in a PDF and GIS shapefile/layer format. PART III – SPECIFIC REQUIREMENTS All work must be performed under the direction of a Registered Land Surveyor in the State of California. The surveyor must maintain professional licenses required by the laws of the State of California at all times while under contract with the City. Professional Land Surveying Services January 17, 2025 6 | Page 5. FORMAT AND CONTENTS OF PROPOSAL The Consultant’s proposal shall contain the following information and shall be organized as follows: A. Cover Letter A brief cover letter summarizing key points of the Proposal that must be signed by an individual with authority to bind the Consultant and should state all conditions proposed are valid for a period of at least one hundred and eighty (180) calendar days. B. Project Team An organization chart indicating principals and key project team members. Also, provide resumes or copies of licenses or professional certificates of the key personnel involved with this contract including personnel from subcontractors (if any). Identify the experience of the personnel assigned and briefly outline the responsibilities of each member. If any changes in personnel or subcontractors occur during the contract period, the Consultant shall notify the City and furnish the same required information for review and approval. C. Firm's Experience/References Provide a list of at least three (3) references who may be contacted to discuss their experience working with the Company/Design Team on similar projects. Please provide contact information including Organization, Name, Title, Address, Phone, Email, Project Name and Date of Completion. D. Methodology/Project Understanding Describe the approach and methods that will be used to meet the Scope of Work. Identify any information, documents, or datasets the City will be required to provide. Also, identify any potential concerns or problems that your firm anticipates during the term of this contract. E. Cost for Services Provide a detailed not-to-exceed cost proposal to accomplish the services requested. Identify the hourly allocation of resources by discipline and by each task identified in the Scope of Work, include billing rates for personnel, printing, attendance at public meetings, and any other cost anticipated. Please clearly highlight any additional or recommended tasks and Professional Land Surveying Services January 17, 2025 7 | Page associated costs that are included. No additional charges for items such as transportation, out-of-pocket expenses, etc., will be paid unless these are specifically included in the proposal. Should the Consultant determine additional work may be necessary beyond the Scope of Work outlined in this RFP, those works items shall be included in the cost proposal and listed as “Optional” for the City’s consideration and final decision. F. Insurance Proof of insurance requirements addressed in the professional services agreement of this Request for Proposal shall be submitted by the selected Consultant upon execution of the contract as defined under the City’s existing purchasing Ordinance. The selected Consultant must submit a "Statement Certifying Insurance Coverage" certifying that the required insurance coverage will be obtained by the Consultant, and that the Consultant understands said coverage is prerequisite for entering into an agreement with the City. The Consultant is required to confirm with its insurance carrier that it can meet all the requirements for insurance. Failure to meet the insurance regulations as set forth shall result in proposer’s disqualification. G. Consulting Services Agreement Provide a statement certifying that you agree to the City’s Consulting Services Agreement terms and conditions. Any proposed edits to the agreement shall be submitted with the proposal for staff’s review and consideration. 6. SUBCONTRACTING The Consultant may utilize the service of specialty Subcontractors on those parts of the work which, under normal contracting practices, are performed by specialty Subcontractors. Unless a specific Subcontractor is listed by the Consultant, Consultant is representing to City that Consultant has all appropriate licenses, certifications, and registrations to perform the work hereunder. After submission of the Proposal, the Consultant shall not award work to any unlisted Subcontractor(s) without prior written approval of the City. The Consultant shall be fully responsible to the City for the performance of the Subcontractors, and of persons either directly or indirectly employed by them. Nothing contained herein shall create any contractual relation between any Subcontractor and the City. Professional Land Surveying Services January 17, 2025 8 | Page 7. RIGHT TO REJECT ALL PROPOSALS The City reserves the right to withdraw, reduce, or revise elements of the scope of work prior to the award of any contract. Furthermore, the City reserves the right to reject any or all proposals submitted; and no representation is made hereby that any contract will be awarded pursuant to this Request for Proposal, or otherwise. All costs incurred in the preparation of the proposal, in the submission of additional information and/or in any other aspect of a proposal prior to the award of a written contract will be borne by the proposer. The City shall only provide the staff assistance and documentation specifically referred to herein and shall not be responsible for any other cost of obligation of any kind which may be incurred by the proposing firm. The City may investigate the qualifications of any Consultant under consideration, require confirmation of information furnished by a Consultant, and require additional evidence of qualifications to perform the services described in this RFP. In addition to the rights described above, the City reserves the right to: • Issue subsequent Requests for Proposals. • Cancel the entire Request for Proposal. • Remedy technical errors in the Request for Proposal process. • Appoint evaluation committees to review proposals. • Seek the assistance of outside technical experts in proposal evaluations. • Approve or disapprove the use of particular subcontractors. • Negotiate with any, all, or none of the Consultant(s). • Solicit best and final offers from any or all Consultant(s). • Award a contract to one or more Consultant(s). • Accept other than the lowest offer. • Waive informalities and irregularities in proposals. 8. PUBLIC RECORDS ACT Responses to this RFP become the exclusive property of the City and subject to the California Public Records Act. Those elements in each proposal which are trade secrets as that term is defined in Civil Code section 3426.1(d) or otherwise exempt by law from disclosure and which are prominently marked as "TRADE SECRET", "CONFIDENTIAL", or "PROPRIETARY" may not be subject to disclosure. The CITY shall not in any way be liable or responsible for the disclosure of any such records including, without limitation, those so marked if disclosure is deemed to Professional Land Surveying Services January 17, 2025 9 | Page be required by law or by an order of the Court. Consultants which indiscriminately identify all or most of their proposal as exempt from disclosure without justification may be deemed non-responsive. In the event the CITY is required to defend an action on a Public Records Act request for any of the contents of a proposal marked "confidential", "proprietary", or "trade secret", Consultant agrees, upon submission of its proposal for City's consideration, to defend and indemnify the City from all costs and expenses, including attorney’s fees, in any action or liability arising under the Public Records Act. 9. POINT OF CONTACT Questions must be submitted on or before Monday, February 3, 2025, at 4:00 p.m. PST via PlanetBids. Questions sent directly to City Staff will not be addressed and Proposers will be directed to submit their question(s) online via the ‘Q&A’ tab on the PlanetBids posting: (https://vendors.planetbids.com/portal/39500/bo/bo-detail/125568). For any questions not related to the RFP: Alex Batres, Management Analyst abatres@diamondbarca.gov 10. SUPPORTING DOCUMENTS Exhibit A – Consulting Services Agreement Professional Land Surveying Services January 17, 2025 10 | Page Exhibit A CONSULTING SERVICES AGREEMENT Design Professional THIS AGREEMENT (the "Agreement") is made as of , 20XX by and between the City of Diamond Bar, a municipal corporation ("City") and ___________, a [Insert the type of entity of the Consultant, e.g., Inc., a California corporation; a California general partnership; a California limited liability company; a sole proprietor; etc.] ("Consultant"). 1. Consultant's Services. Subject to the terms and conditions set forth in this Agreement Consultant shall provide to the reasonable satisfaction of the City the [describe general type, i.e., architecture] services set forth in the attached Exhibit "A", which is incorporated herein by this reference. As a material inducement to the City to enter into this Agreement, Consultant represents and warrants that it has thoroughly investigated the work and fully understands the difficulties and restrictions in performing the work. Consultant represents that it is fully qualified to perform such consulting services by virtue of its experience and the training, education and expertise of its principals and employees. [Insert Name and Position] ____________(herein referred to as the “City’s Project Manager”), shall be the person to whom the Consultant will report for the performance of services hereunder. It is understood that Consultant shall coordinate its services hereunder with the City’s Project Manager to the extent required by the City’s Project Manager, and that all performances required hereunder by Consultant shall be performed to the satisfaction of the City’s Project Manager and the City Manager 2. Term of Agreement. This Agreement shall take effect ___________, 20XX, and shall continue until unless earlier terminated pursuant to the provisions herein. [Optional Language for Extensions] The City Manager shall have the option to extend this Agreement for [describe extension option, e.g., two (2) additional two (2) year terms.], subject to the same terms and conditions contained herein, by giving Consultant written notice of the exercise of this option at least thirty (30) days prior to the expiration of the initial Term. In the event the City exercises its option to extend the Term, Consultant's compensation shall be subject to an adjustment upon the effective date of extension as follows: Any increase in compensation will be negotiated between the City and the Consultant, but in no event shall the increase exceed the amount that the Consumer Price Index ("CPI") for the Los Angeles-Anaheim-Riverside metropolitan area for the month immediately preceding the Adjustment Date (the Professional Land Surveying Services January 17, 2025 11 | Page "Index Month") as reported by the Bureau of Labor Statistics of the United States Department of Labor, has increased over the CPI for the month one year prior to the Index Month. 3. Compensation. City agrees to compensate Consultant for each service which Consultant performs to the satisfaction of City in compliance with the scope of services set forth in Exhibit "A". Payment will be made only after submission of proper invoices in the form specified by City. Total payment to Consultant pursuant to this Agreement shall not exceed [Spell out dollar amount] ($ ) without the prior written consent of the City. The above not to exceed amount shall include all costs, including, but not limited to, all clerical, administrative, overhead, telephone, travel and all related expenses. 4. Payment. A. As scheduled services are completed, Consultant shall submit to City an invoice for the services completed, authorized expenses and authorized extra work actually performed or incurred. B. All such invoices shall state the basis for the amount invoiced, including services completed, the number of hours spent, and any extra work performed. C. City will pay Consultant the amount properly invoiced within 35 days of receipt, but may withhold 30% of any invoice until all work is completed, which sum shall be paid within 35 days of completion of the work and receipt of all deliverables. [Optional to include withhold-typically would if a deliverable was involved, such as software or a report] D. Payment shall constitute payment in full for all services, authorized costs and authorized extra work covered by that invoice. 5. Change Orders. No payment for extra services caused by a change in the scope or complexity of work, or for any other reason, shall be made unless and until such extra services and a price therefore have been previously authorized in writing and approved by the City Manager or his designee as an amendment to this Agreement. The amendment shall set forth the changes of work, extension of time, if any, and adjustment of the fee to be paid by City to Consultant. 6. Priority of Documents. In the event of any inconsistency between the provisions of this Agreement and any attached exhibits, the provisions of this Agreement shall control. [If more than one exhibit, determine if one should control over other, i.e. City's Request for Proposal, Consultant Proposal. Language would be along the following lines: "In the event of any inconsistency between this Agreement and the attached exhibits, the following order of precedence shall apply: (a) This Agreement; (b) The City's Request for Proposal, dated _____; and (c) Consultant's Proposal dated ______.] Professional Land Surveying Services January 17, 2025 12 | Page 7. Status as Independent Contractor. A. Consultant is, and shall at all times remain as to City, a wholly independent contractor. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant's employees, except as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of City. B. Consultant agrees to pay all required taxes on amounts paid to Consultant under this Agreement, and to indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. In the event that City is audited by any Federal, State agency, including the Public Employee Retirement System, regarding the independent contractor status of Consultant and the audit in any way fails to sustain the validity of a wholly independent contractor relationship between City and Consultant, its employees or subconsultants, then Consultant agrees to reimburse City for all costs, including accounting and attorney's fees, arising out of such audit and any appeals relating thereto. C. Consultant shall fully comply with Workers' Compensation laws regarding Consultant and Consultant's employees. Consultant further agrees to indemnify and hold City harmless from any failure of Consultant to comply with applicable Worker's Compensation laws. D. Consultant shall, at Consultant’s sole cost and expense fully secure and comply with all federal, state and local governmental permit or licensing requirements, including but not limited to a business license with the City of Diamond. E. In addition to any other remedies it may have, City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification required by this Agreement or for any amount or penalty levied against the City for Consultant’s failure to comply with this Section. 8. Standard of Performance. Consultant shall perform all work at the standard of care and skill ordinarily exercised by members of the profession under similar conditions and represents that it and any subcontractors it may engage, possess any and all licenses which are required to perform the work contemplated by this Agreement and shall maintain all appropriate licenses during the performance of the work. 9. Indemnification. To the maximum extent permitted by Civil Code section 2782.8, Consultant shall defend, indemnify and hold harmless City, its officers, officials, employees and volunteers ("Indemnitees") from and against all liability, loss, damage, expense, cost (including without limitation reasonable attorneys' fees, expert fees and all other costs and fees of litigation) of every nature arising out of or in connection with: Professional Land Surveying Services January 17, 2025 13 | Page (1) Any and all claims under Worker’s Compensation acts and other employee benefit acts with respect to Consultant’s employees or Consultant’s contractors; (2) Any and all claims arising out of Consultant's performance of work hereunder or its failure to comply with any of its obligations contained in this Agreement. Should City in its sole discretion find Consultant’s legal counsel unacceptable, then Consultant shall reimburse the City its costs of defense, including without limitation reasonable attorneys' fees, expert fees and all other costs and fees of litigation. The Consultant shall promptly pay any final judgment rendered against the Indemnitees. Except for the Indemnitees, this Agreement shall not be construed to extend to any third-party indemnification rights of any kind; and (3) Any and all claims for loss, injury to or death of persons or damage to property caused by the negligent professional act or omission in the performance of professional services pursuant to this Agreement. (4) The Consultant's obligations to indemnify, defend and hold harmless the City shall survive termination of this Agreement. 10. Insurance. A. Consultant shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, with an insurance company authorized to do business in the State of California and approved by the City the following insurance: (1) a policy or policies of broad-form comprehensive general liability insurance written on an occurrence basis with minimum limits of $1,000,000.00 combined single limit coverage against any injury, death, loss or damage as a result of wrongful or negligent acts by Consultant, its officers, employees, agents, and independent contractors in performance of services under this Agreement; (2) property damage insurance with a minimum limit of $500,000.00 per occurrence; (3) automotive liability insurance written on an occurrence basis covering all owned, non-owned and hired automobiles, with minimum combined single limits coverage of $1,000,000.00; (4) Worker's Compensation insurance when required by law, with a minimum limit of $500,000.00 or the amount required by law, whichever is greater; [Note: Does not apply to a sole proprietor, i.e., a Consultant with no employees but can leave in as it states "when required by law."] and (5) Professional liability insurance covering errors and omissions arising out of the performance of this Agreement with a combined single limit of $1,000,000. If such insurance is on a claims’ made basis, Consultant agrees to keep such insurance in Professional Land Surveying Services January 17, 2025 14 | Page full force and effect for at least five years after termination or date of completion of this Agreement. B. The City, its officers, employees, agents, and volunteers shall be named as additional insureds on the policies as to comprehensive general liability, property damage, and automotive liability. The policies as to comprehensive general liability, property damage, and automobile liability shall provide that they are primary, and that any insurance maintained by the City shall be excess insurance only. [If Consultant's work does not require Consultant to come onto City property except for perhaps site visits and meetings, City can be flexible with insurance, including need to be additional insureds and with cancellation provision in Section 10.C below. If Consultant works off-site and simply delivers a report or product, insurance may be waived altogether, except for Workers' Compensation] C. All insurance policies shall provide that the insurance coverage shall not be non-renewed, canceled, reduced, or otherwise modified (except through the addition of additional insureds to the policy) by the insurance carrier without the insurance carrier giving City ten (10) day's prior written notice thereof. Consultant agrees that it will not cancel, reduce or otherwise modify the insurance coverage and in the event of any of the same by the insurer to immediately notify the City. D. All policies of insurance shall cover the obligations of Consultant pursuant to the terms of this Agreement and except for professional liability insurance, shall be issued by an insurance company which is authorized to do business in the State of California or which is approved in writing by the City; and shall be placed have a current A.M. Best's rating of no less than A-, VII. In the case of professional liability insurance, such coverage shall be issued by companies either licensed or admitted to conduct business in the State of California so long as such insurers possesses the aforementioned Best's rating. E. Consultant shall submit to City (1) insurance certificates indicating compliance with the minimum insurance requirements above, and (2) insurance policy endorsements or a copy of the insurance policy evidencing the additional insured requirements in this Agreement, in a form acceptable to the City. F. Self-Insured Retention/Deductibles. All policies required by this Agreement shall allow City, as additional insured, to satisfy the self-insured retention (“SIR”) and/or deductible of the policy in lieu of the Consultant (as the named insured) should Consultant fail to pay the SIR or deductible requirements. The amount of the SIR or deductible shall be subject to the approval of the City. Consultant understands and agrees that satisfaction of this requirement is an express condition precedent to the effectiveness of this Agreement. Failure by Consultant as primary insured to pay its SIR or deductible constitutes a material breach of this Agreement. Should City pay the SIR or deductible on Consultant’s due to such failure in order to secure defense and indemnification as an additional insured under the policy, City may include such amounts as damages in any action against Consultant for breach of this Agreement in addition to any other damages incurred by City due to the breach. Professional Land Surveying Services January 17, 2025 15 | Page G. Subrogation. With respect to any Workers' Compensation Insurance or Employer's Liability Insurance, the insurer shall waive all rights of subrogation and contribution it may have against the Indemnitees. H. Failure to Maintain Insurance. If Contractor fails to keep the insurance required under this Agreement in full force and effect, City may take out the necessary insurance and any premiums paid, plus 10% administrative overhead, shall be paid by Consultant, which amounts may be deducted from any payments due Consultant. I. Consultant shall include all subcontractors, if any, as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor to the City for review and approval. All insurance for subcontractors shall be subject to all of the requirements stated herein. 11. Confidentiality. Consultant in the course of its duties may have access to confidential data of City, private individuals, or employees of the City. Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without written authorization by City. City shall grant such authorization if disclosure is required by law. All City data shall be returned to City upon the termination of this Agreement. Consultant's covenant under this section shall survive the termination of this Agreement. Notwithstanding the foregoing, to the extent Consultant prepares reports of a proprietary nature specifically for and in connection with certain projects, the City shall not, except with Consultant's prior written consent, use the same for other unrelated projects. 12. Ownership of Materials. Except as specifically provided in this Agreement, all materials provided by Consultant in the performance of this Agreement shall be and remain the property of City without restriction or limitation upon its use or dissemination by City. Consultant may, however, make and retain such copies of said documents and materials as Consultant may desire. 13. Maintenance and Inspection of Records. In accordance with generally accepted accounting principles, Consultant and its subcontractors shall maintain reasonably full and complete books, documents, papers, accounting records, and other information (collectively, the “records”) pertaining to the costs of and completion of services performed under this Agreement. The City and any of their authorized representatives shall have access to and the right to audit and reproduce any of Consultant's records regarding the services provided under this Agreement. Consultant shall maintain all such records for a period of at least three (3) years after termination or completion of this Agreement. Consultant agrees to make available all such records for inspection or audit at its offices during normal business hours and upon three (3) days' notice from the City, and copies thereof shall be furnished if requested. 14. Conflict of Interest. Professional Land Surveying Services January 17, 2025 16 | Page A. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the services to be performed by Consultant under this Agreement, or which would conflict in any manner with the performance of its services hereunder. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest which would conflict in any manner with the performance of its services pursuant to this Agreement. B. Consultant covenants not to give or receive any compensation, monetary or otherwise, to or from the ultimate vendor(s) of hardware or software to City as a result of the performance of this Agreement. Consultant's covenant under this section shall survive the termination of this Agreement. 15. Termination. The City may terminate this Agreement with or without cause upon fifteen (15) days' written notice to Consultant. The effective date of termination shall be upon the date specified in the notice of termination, or, in the event no date is specified, upon the fifteenth (15th) day following mailing of the notice. In the event of such termination, City agrees to pay Consultant for services satisfactorily rendered prior to the effective date of termination. Immediately upon receiving written notice of termination, Consultant shall discontinue performing services, unless the notice provides otherwise, except those services reasonably necessary to effectuate the termination. The City shall be not liable for any claim of lost profits. 16. Personnel/Designated Person. Consultant represents that it has, or will secure at its own expense, all personnel required to perform the services under this Agreement. All of the services required under this Agreement will be performed by Consultant or under its supervision, and all personnel engaged in the work shall be qualified to perform such services. [If it is important that a specific person perform the work include the following] Except as otherwise authorized by the City's Project Manager, [If applicable, name of designated person] shall be the person who primarily performs the work provided under this Agreement. Except as provided in this Agreement, Consultant reserves the right to determine the assignment of its own employees to the performance of Consultant's services under this Agreement, but City reserves the right in its sole discretion to require Consultant to exclude any employee from performing services on City's premises. 17. Non-Discrimination and Equal Employment Opportunity. A. Consultant shall not discriminate as to race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation, in the performance of its services and duties pursuant to this Agreement, and will comply with all rules and regulations of City relating thereto. Such nondiscrimination shall include but not be limited to the following: employment, upgrading, demotion, transfers, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Professional Land Surveying Services January 17, 2025 17 | Page B. Consultant will, in all solicitations or advertisements for employees placed by or on behalf of Consultant state either that it is an equal opportunity employer or that all qualified applicants will receive consideration for employment without regard to race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation. C. Consultant will cause the foregoing provisions to be inserted in all subcontracts for any work covered by this Agreement except contracts or subcontracts for standard commercial supplies or raw materials. 18. Time of Completion. Consultant agrees to commence the work provided for in this Agreement within (5) days of being notified by the City to proceed and to diligently prosecute completion of the work within ________ (__) calendar days from such date or as may otherwise be agreed to by and between the Project Manager and the Consultant. [Optional to include time of completion, but if it is important for City to have the work done within a specific time include.] 19. Time Is of the Essence. Time is of the essence in this Agreement. Consultant shall do all things necessary and incidental to the prosecution of Consultant's work. 20. Liquidated Damages. Consultant shall pay City, or have withheld from monies due it, as liquidated damages, the sum of _______ Dollars ($___) per day for each and every calendar day's delay in finishing the work within the time specified, including any written extensions which may be granted, in writing, in accordance with this Agreement. [Optional, include in situations in which untimely delivery of a product or service would interfere with City's ability to serve its constituents or cause project delay. Must have Sections 18 and 19 above to include.] 21. Delays and Extensions of Time. Consultant's sole remedy for delays outside its control shall be an extension of time. No matter what the cause of the delay, Consultant must document any delay and request an extension of time in writing at the time of the delay to the satisfaction of City. Any extensions granted shall be limited to the length of the delay outside Consultant’s control. If Consultant believes that delays caused by the City will cause it to incur additional costs, it must specify, in writing, why the delay has caused additional costs to be incurred and the exact amount of such cost within 10 days of the time the delay occurs. No additional costs can be paid that exceed the not to exceed amount absent a written amendment to this Agreement. In no event shall the Consultant be entitled to any claim for lost profits due to any delay, whether caused by the City or due to some other cause. 22. Assignment. Consultant shall not assign or transfer any interest in this Agreement nor the performance of any of Consultant's obligations hereunder, without the prior written consent of City, and any attempt by Consultant to so assign this Agreement or any rights, duties, or obligations arising hereunder shall be void and of no effect. Professional Land Surveying Services January 17, 2025 18 | Page 23. Compliance with Laws. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state, and local governments. 24. Non-Waiver of Terms, Rights and Remedies. Waiver by either party of any one or more of the conditions of performance under this Agreement shall not be a waiver of any other condition of performance under this Agreement. In no event shall the making by City of any payment to Consultant constitute or be construed as a waiver by City of any breach of covenant, or any default which may then exist on the part of Consultant, and the making of any such payment by City shall in no way impair or prejudice any right or remedy available to City with regard to such breach or default. 25. Attorney's Fees. In the event that either party to this Agreement shall commence any legal or equitable action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action or proceeding shall be entitled to recover its costs of suit, including reasonable attorney's fees and costs, including costs of expert witnesses and consultants. [Optional. Generally do not include unless Consultant is delivering a finished product and contract value exceeds $20,000.] 26. Mediation. Any dispute or controversy arising under this Agreement, or in connection with any of the terms and conditions hereof, which cannot be resolved by the parties, may be referred by the parties hereto for mediation. A third party, neutral mediation service shall be selected, as agreed upon by the parties and the costs and expenses thereof shall be borne equally by the parties hereto. The parties agree to utilize their good faith efforts to resolve any such dispute or controversy so submitted to mediation. It is specifically understood and agreed by the parties hereto that mutual good faith efforts to resolve the same any dispute or controversy as provided herein, shall be a condition precedent to the institution of any action or proceeding, whether at law or in equity with respect to any such dispute or controversy. [Optional. Generally, do not use if Agreement is for less than $20,000.] 26. Notices. Any notices, bills, invoices, or reports required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during regular business hours or by facsimile before or during regular business hours; or (b) on the third business day following deposit in the United States mail, postage prepaid, to the addresses heretofore set forth in the Agreement, or to such other addresses as the parties may, from time to time, designate in writing pursuant to the provisions of this section. “CONSULTANT” “CITY” City of Diamond Bar 21810 Copley Drive Diamond Bar, CA 91765-4178 Attn.: Attn.: _______________ Phone: Phone: E-Mail: E-mail: Professional Land Surveying Services January 17, 2025 19 | Page 28. Governing Law. This Agreement shall be interpreted, construed and enforced in accordance with the laws of the State of California. 29. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be the original, and all of which together shall constitute one and the same instrument. 30. Entire Agreement. This Agreement, and any other documents incorporated herein by reference, represent the entire and integrated agreement between Consultant and City. This Agreement supersedes all prior oral or written negotiations, representations or agreements. This Agreement may not be amended, nor any provision or breach hereof waived, except in a writing signed by the parties which expressly refers to this Agreement. Amendments on behalf of the City will only be valid if signed by a person duly authorized to do so under the City's Purchasing Ordinance. IN WITNESS of this Agreement, the parties have executed this Agreement as of the date first written above. "Consultant" "City" [Insert Full Name of Consultant] CITY OF DIAMOND BAR By: ______ By: ____ Printed Name: [Insert Name of Person authorized to Title: sign, i.e., City Manager or Mayor] By: ATTEST: Printed Name: Title: [Name] City Clerk Approved as to form: By:____ [Name], City Attorney *NOTE: If Consultant is a corporation, the City requires the following signature(s): -- (1) the Chairman of the Board, the President or a Vice-President, AND (2) the Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary or an Assistant Treasurer. If only one corporate officer exists or one corporate officer holds more than one corporate office, please so indicate. OR -- The corporate officer named in a corporate resolution as authorized to enter into this Agreement. A copy of the corporate resolution, certified by the Secretary close in time to the execution of the Agreement, must be provided to the City.