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HomeMy WebLinkAboutRFP - 2023- ON-CALL NPDES DEPARTMENT OF PUBLIC WORKS CITY OF DIAMOND BAR CALIFORNIA REQUEST FOR PROPOSALS FOR Municipal NPDES Professional Services May 2023 2 CITY OF DIAMOND BAR Request for Proposals (RFP) For Municipal NPDES Professional Services Date: May 1, 2023 Department: Public Works Project Type: On-Call Municipal NPDES Professional Services Proposal Due Date: May 19, 2023 at 2:00 P.M. Proposals shall be submitted to: Nicholas Delgado City of Diamond Bar Department of Public Works 21810 Copley Drive Diamond Bar, California 91765 TO INTERESTED FIRMS: The City of Diamond Bar is inviting qualified firms to submit proposals for professional on-call NPDES Services for a period of three (3) years commencing July 1, 2023 with the option, at the City’s sole discretion, to extend an additional two (2) years upon successful demonstration of contract performance. It is the City’s intent to retain multiple firms to provide consulting services to augment the City’s professional capabilities and to provide high quality, timely expertise, as needed. The City will consider proposals from firms that specialize in municipal storm water management services. The purpose of this Request for Proposals (RFP) is to have qualified and responsive firm(s) to provide such services. This contract will be administered by the CITY’s Public Works Department. 3 BACKGROUND Set against a scenic mountain backdrop, the City of Diamond Bar (City) was incorporated on April 18, 1989, on more than 8,000 acres of rolling hills and valleys in the East San Gabriel Valley region. The City operates under a Council/Manager form of government. The five City Council members are elected at large for four-year terms and serves as the legislative governing body. The Mayor is appointed annually by the City Council. The City is a predominantly middle to upper class community that is home to approximately 60,000 residents. The City is approximately 15 square miles in area and shares common boundaries with the cities of Industry, Pomona, Chino Hills and an unincorporated portion of the County. Among the amenities that contribute to the high quality of life that is valued by residents are the family-friendly atmosphere; the well-maintained parks, trails and roads; top-rated school districts; and the unparalleled public safety services which contribute to keeping Diamond Bar among the safest communities in the region. Diamond Bar is located at the junction of the Pomona and Orange freeways with three main arterials, Diamond Bar Boulevard, Golden Springs Drive and Grand Avenue. The City is primarily residential. It is surrounded by the communities of Brea, Walnut, Chino Hills, Rowland Heights, Pomona, and City of Industry. I. INTRODUCTION Diamond Bar is tributary to the San Gabriel River Watershed and three Sub- watersheds including the San Jose Creek, Coyote Creek and Chino Creek. The City is a member of the Lower San Gabriel River (LSGR) Watershed Management Group. The Group has developed a Watershed Management Plan (WMP) and Coordinated Integrated Monitoring Program (CIMP) to comply with the Los Angeles Countywide Municipal Separate Storm Sewer System (MS4) National Pollutant Discharge Elimination System (NPDES) Permit. The LSGR WMP is focused in large part on Total Maximum Daily Loads (TMDLs) limits. The two TMDLs in the LSGR watershed are metals (copper, lead, and zinc) and bacterial. In addition to the WMP and CIMP development and LSGR Group activities, the City is actively involved in individual compliance of the NPDES Permit outside of watershed management plan. 4 Selection of the Consultant will be based on the project approach, understanding, and familiarity with LA County NPDES permit requirements as well as experience with similar services in other jurisdictions. The contract will be valid for a period of three years beginning July 1, 2023 with an option for a two-year extension upon mutual agreement of the City and the consultant. II. OBJECTIVES Proposals for the Diamond Bar Municipal NPDES Professional Services contract shall be submitted. The proposals shall identify each task and how the firm will accomplish each task. At a minimum these tasks shall include the following areas of service: 1. Program Administration, Compliance Planning, and Compliance Reporting a. Provide project and program status updates. b. Represent the City in meetings and correspondence with program stakeholders. c. Share technical program information and expertise with City staff. d. Assess program compliance, recommend actions, and prepare new program documents. e. Assist with NPDES, WMP, TMDL, and Statewide Trash Provisions compliance planning. f. Assist with the development of the WMP and CIMP. g. Prepare the NPDES Annual Report and other compliance reports required by the MS4 Permit. h. Provide data/input for the WMP Progress Reports and monitoring report. i. Develop and provide Municipal NPDES training for city staff and contractors as applicable. j. Operate and maintain an accessible online database of program records. k. As needed: Assist with municipal NPDES services not listed in this scope of work. l. Project management: Coordinate with staff, report on progress, and QA/QC deliverables. 2. Program Funding Assistance a. Prepare the Safe, Clean Water Program (SCWP) Annual Plan and Annual Expenditure Report. b. Provide updates on the SCWP and other funding programs. 5 c. Represent the City in meetings and correspondence related to program funding. d. As needed: Assist in preparing SCWP and grant applications and assist in administration. e. As needed: Develop and administer fees, budgets, and cost share agreements. 3. Planning and Land Development (private development) a. Update LID BMP records with available program information. b. Review LID Plans and related documents. Complete reviews within two weeks. c. Verify LID BMPs are properly installed. 4. Construction (For private projects that disturb ≥ 1 acre, and as needed for smaller projects) a. Update site records with available program inventory information. b. Review SWPPPs for BMP implementation. c. Conduct BMP inspections, follow-ups, and issue enforcement. 5. Capital Projects and Programs a. Conduct the services under Task 3 and 4 for City projects. b. Verify existing City LID BMPs are properly maintained. c. As needed: Assist in implementing NPDES capital projects and programs. 6. Industrial/Commercial Facilities a. Update industrial/commercial facility records using available data sources. b. Distribute, develop, and purchase educational material. c. Schedule and conduct BMP inspections, follow-up, and issue enforcement. 7. Illicit Discharge Investigations a. Conduct field investigations within 2 hours of notification by the City. b. Follow-up and assist in issuing enforcement. 8. Public Agency Activities a. Update records for inventoried city facilities with available information. b. As needed: Inspect BMPs at City facilities and assist in selecting BMPs. 9. Public Information and Participation a. Update records for public outreach activities. b. As needed: Assist with community events to promote pollution prevention. c. Provide and distribute educational materials. d. As needed: Update and develop educational materials and content. For the purposes of preparing the proposal, assume the following: 6 Tasks 3, 4, and 5 estimates ● Review and approve LID plans for 3 private projects and 1 City project per year. ● Verify LID BMPs are properly installed for 3 private projects and 1 City project per year. ● Verify existing LID BMPs are properly maintained at 2 City projects per year. ● Review and approve SWPPPs for 2 private projects and 1 City project per year. ● Track and inspect for construction BMP compliance at 5 private and 1 City projects per month. ● Conduct 3 follow-ups at noncompliant construction projects per month. ● Prepare 10 enforcement actions for construction sites per year. Tasks 6 and 7 estimates ● Conduct 20 follow-ups at noncompliant industrial/commercial facilities per year. ● Track, educate, and inspect for BMP compliance at 100 industrial/commercial facilities per year. ● Prepare 10 enforcement actions for industrial/commercial facilities per year. ● Conduct 2 illicit discharge investigations per year. Tasks 9 estimates ● Assume $1,000 per year to purchase and print educational materials. Work beyond these estimates should be brought to the City’s attention in a timely manner so that appropriate authorization can be granted with additional funding as necessary. III. PROPOSED FORMAT AND CONTENT FOR EACH PROPOSAL A. Project Team Please provide an organizational chart indicating principles and key project team members. Also, provide resumes of the key personnel involved with this contract including personnel from sub-consultants (if any). Identify the experience of the personnel assigned and briefly outline the responsibilities of each member. If any changes in personnel occur during the contract period, the consultant shall notify the City and furnish the same required information. Firm’s Experience/References 7 List a maximum of five (5) Public Agencies in the greater Los Angeles area where similar services are being provided. Provide the following information: Agency name, your project manager's name, and services provided. Project Understanding Describe the approach and methods that will be used to meet the contract requirements. Also, identify any potential concerns or problems that your firm anticipates during the term of this contract. Each specific assignment under an on-call engineering services contract will be compensated on time-and-materials basis. PROPOSAL CONTENT Firms responding shall upload their proposals on PlanetBidsTM. Proposals shall be limited to fifteen (15) pages, excluding the cover page, which shall include the items listed below: • A brief background of your firm, including a general description of the range of relevant activities performed. Please limit your response to three (3) pages. • Description of consultant team including the names, resumes and qualifications of your principals and other key project team members to be assigned to the City. Also include the hourly rates of all personnel assigned to the City. This will be used to negotiate any additional work the City may request. Rate increase shall be kept the same for the first three (3) years of the contract and rate increase will be ONLY considered in the year four (4) and year five (5), if extension is awarded. • Provide an explanation of the approach and methodology used to perform the scope of work outlined in the RFP. • Provide a list describing comparable work performed in the last three (3) years for other public agencies (maximum of 3). Include the names, phone numbers and addresses of contact persons. • Five (5) references listed by contact person, name of public agency, address and phone number. 8 • Provide a statement that all terms and conditions outlined in the attached consulting services agreement are acceptable. • Provide a statement regarding the availability of staff to provide the required services. Criteria for evaluation of proposals may include, but need not be limited to, the following: 1. Responsiveness and comprehensiveness of proposal. 2. Firm’s and assigned personnels’ experience with the City of Diamond Bar and other public agencies. 3. Quality of previous work performed by the firm. 4. Resources and fee required to perform the requested services. 5. The firm’s comments on the consulting services agreement. 6. References. CONTRACT PERIOD The term of the contract will be three (3) years with the option of an additional 2-year extension upon performance. At the end of the three (3) year period, firm performance will be reviewed and CITY will decide to extend or not the professional service agreement. SELECTION PROCEDURE Firm(s) selected for further consideration for all or parts of the tasks in the scope of work may be contacted to arrange for an interview with City Staff via a virtual meeting platform. Should a firm be asked to participate in the interview, principal and personnel assigned to the City should be available to discuss the following: 1. Major elements of the proposal; and be prepared to answer any questions raised to clarify in detail, and 2. Satisfactory performance on similar past/current work and description of previously/current related experience for assigned personnel. The City reserves the right to reduce or revise elements of the scope of work prior to the award of a contract. Furthermore, the City reserves the right to reject any proposal and may elect to make a decision without further discussion or negotiation. This solicitation is not to be construed as a contract of any kind. The City is not liable for any costs or expenses incurred in the preparation of the proposals. The right to issue supplementary information or guidelines relating to this request is also reserved by the City. 9 FEE PROPOSAL A fee proposal shall be submitted separately, including a detailed schedule with all proposed staff, the hours each person will devote to a given task, and all reimbursable services to complete work described in the proposed Scope of Service. The fee proposal(s) shall be uploaded on PlanetBidsTM separately bearing the name, address and telephone number of the individual or entity submitting the proposal. AGREEMENT Copy of the City’s consultant services agreement can be found as Exhibit A. A statement SHALL be made in the proposal that all terms and conditions including insurance requirements are acceptable. SUBMITTAL OF PROPOSALS Proposals shall be uploaded on PlanetBidsTM. Use the link below to register: https://www.diamondbarca.gov/712/RFP-RFQ-BID-Opportunities. Proposals shall be addressed to: NICHOLAS DELGADO CITY OF DIAMOND BAR DEPARTMENT OF PUBLIC WORKS 21810 EAST COPLEY DRIVE DIAMOND BAR, CA 91765-4178. The proposal(s) shall be submitted on or before 2:00 P.M. on May 19, 2023. RFP TIMELINE Release of RFP May 1, 2023 Proposal Due to City May 19, 2023 at 2:00 p.m. Invitation for Interview (optional) May 30, 2023 Award of Contract June 2023 10 QUESTIONS Questions can be posted in the Q&A section in PlanetBidsTM. Please post questions, no later than 4 P.M. on May 12, 2023. Sincerely, David G. Liu, P.E. Director of Public Works/City Engineer ATTACHMENT: Exhibit A – Sample Consultant Services Agreement 11 EXHIBIT A Sample Consultant Services Agreement 12 CONSULTANT SERVICES AGREEMENT THIS AGREEMENT (the "Agreement") is made as of ________ by and between the City of Diamond Bar, a municipal corporation ("City") and _______,Inc. ("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 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 represen ts 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. The City of Diamond Bar will designate a “Project Manager” that 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 July 1, 2023, and shall continue until June 30, 2026 ("Term"), unless earlier terminated pursuant to the provisions herein. The City Manager shall have the option to extend this Agreement fo r ___________, 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 "Index Month") as reported by the Bureau of Labor Statistics of the United States Departm ent of Labor, has increased over the CPI for the month one year prior to the Index Month. 13 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 _____Dollars ($) 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. 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. Payment will be made only after submission of proper invoices. D. City will pay Consultant the amount property invoiced within 30 days of receipt, which sum shall be paid within 30 days of completion of the work. 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. 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, except as specifically provided herein. 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 employees of City. B. Consultant agrees to pay all required taxes on amounts pa id 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 or State agency regarding the independent contractor status of 14 Consultant and the audit in any way fails to sustain the validity of a wholly independent contractor relationship between City and Consultant, then Consultan t 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 the City of Diamond Bar, South Coast Air Quality Management District, and California Air Resources Board. E. In addition to any other remedies it may have, Cit y 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 pr ofession 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 perform ance of the work. 9. Indemnification. To the maximum extent permitted by Civil Code section 2782.8, Consultant shall indemnify, defend with counsel approved by City, 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: (1) Any and all claims under Workers’ Compensation Act and other employee benefit acts with respect to Consultant’s employees or Consultant’s contractor’s employees arising out of Consultant’s work under this Agreement; and (2) Any and all claims arising out of Consultant's p erformance of work hereunder or its failure to comply with any of its obligations contained in this Agreement, regardless of City’s passive negligence, but excepting such loss or damage which is caused by the sole active negligence or willful misconduct of the City. Should City in its sole discretion find Consultant’s legal counsel unacceptable, then Consultant shall 15 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. It is expressly understood and agreed that the foregoing provisions are intended to be as broad and inclusive as is permitted by the law of the State of California and will survive termination of this Agreement. Except for the Indemnitees, this Agreement shall not be construed to extend to any third-party indemnification rights of any kind. (3) To the fullest extent permitted by law, the Consultant agrees to indemnify and hold indemnitees entirely harmless from all liability arising out of any claim, 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 p ursuant to 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 d amage 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; 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 claims made basis, Consultant agrees to keep such insurance in 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 b e named as additional insureds on the policies as to comprehensive general liability, property damage, and automotive liability. The policies as to comprehensive general liability, 16 property damage, and automobile liability shall provide that they are prim ary, and that any insurance maintained by the City shall be excess insurance only. 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 at least ten (10) days 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 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. 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. 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 Consultant 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. 17 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 specific ally 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 rec ords, 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 a ll 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. 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. 18 15. Termination. The City may terminate this Agreement with or without cause upon thirty (30) 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 thirtieth (30th) day following delivery 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 it supervision, and all personnel engaged in the work shall be qualified to perform such services. 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. 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 during the term. 19. Time Is of the Essence. Time is of the essence in this Agreement. Consulta nt shall do all things necessary and incidental to the prosecution of Consultant's work. 20. 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 19 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 tha t 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 c an 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. 21. 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. 22. Compliance with Laws. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state, and local governments. 23. 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. 24. Reserved. 25. 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. 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. 20 “CONSULTANT” “CITY” ______________ City of Diamond Bar ______________ 21810 Copley Drive Diamond Bar, CA 91765-4178 Attn.: Attn.: , City Manager Phone: Phone: E-mail: E-mail: 27. Governing Law. This Agreement shall be interpreted, construed and enforced in accordance with the laws of the State of California. The venue for any action brought under this Agreement shall be in Los Angeles County. 28. 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. 29. 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 wi ll 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" CITY OF DIAMOND BAR By: __________ By: _______ Printed Name______________ , Mayor Title: _____________________ By: ______ ATTEST: Printed Name: ___ Title: ____ ________ 21 , City Clerk Approved as to form: By: ______ , 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 resolutio n 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.