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HomeMy WebLinkAboutCIP FP25508_REQUEST FOR PROPOSALS_05.01.2025DEPARTMENT OF PUBLIC WORKS CITY OF DIAMOND BAR CALIFORNIA REQUEST FOR PROPOSALS FOR DESIGN OF SYCAMORE CANYON PARK LOWER PARKING LOT PEDESTRIAN BRIDGE REMOVAL PROJECT CIP No. FP25508 APRIL 2025 2 | P a g e CITY OF DIAMOND BAR Request for Proposals (RFP) For Design Of Sycamore Canyon Park Lower Parking Lot Pedestrian Bridge Removal Project Date: April 30, 2025 Department: Public Works Project Type: Pedestrian Bridge Removal Project - Design Services Proposal Due Date: May 20, 2025 Proposals shall be submitted in Planetbids. I. GENERAL BACKGROUND The subject project site is located at 22930 Golden Springs Drive, southeast corner of Golden Springs Drive and Sycamore Park, in the City of Diamond Bar, California as provided in Exhibit “A”, Park Site Project Exhibit. The pedestrian bridge, as part of the “Park Site”, was originally constructed in the 1960s, the existing pedestrian bridge has deteriorated significantly due to age, weathering, and termite damage. As a result, the structure has reached the end of its useful life and must be removed for safety and accessibility improvements. II. PROPOSAL REQUIREMENTS A. General Invitation of Proposals The City of Diamond Bar is inviting qualified engineering firms to submit proposals for the Sycamore Canyon Park Lower Parking Lot Pedestrian Bridge Removal Project Design Services. The purpose of this Request for Proposals (RFP) is to have a qualified, professional and responsive firm to provide the engineering design services to the City of Diamond Bar. The Public Works Department will administer this Agreement. Proposals shall be submitted in Planetbids 3 | P a g e B. Scope of Work The professional firm’s services will be employed to provide high quality and, timely, expertise. The scope of work includes, but is not limited to the following tasks: 1. Prepare a demolition plan. This plan should include the complete demolition and proper disposal of the bridge structure, including all approach elements and support columns. The support columns are to be removed to the lowest possible elevation without disturbing the creek bed. The bridge is constructed of pressure- treated wood. The consultant shall assess the structure for hazardous materials, conduct necessary testing, and provide detailed specifications for removal and disposal in compliance with applicable regulations; 2. Prepare a site plan that provides a new pedestrian pathway connecting the lower parking lot to the trailhead. This pathway should include appropriate hardscape and landscape improvements as needed and be located outside the existing gated area. The plan must also identify and include the removal and replacement of existing curb, gutter, and pavement as required, in accordance with City of Diamond Bar standards. 3. Prepare improvement plans to include: a) removal, and relocation of the existing swing gate and signage to accommodate the new pedestrian travel from the lower parking lot to the trail head; b) Relocation of the electrical conduit (attached to this bridge) which provides electrical service to one (1) existing light fixture; 4. Optional Task 1 - Environmental Compliance: Prepare and submit documentation for environmental compliance, including submissions to the State Clearinghouse (SCH) and California Department of Fish and Wildlife (CDFW), identifying the project as exempt, and assisting the appropriate lead agencies with processing; 5. Optional Task 2 – Land Surveying Works as needed; 6. Using City’s boilerplate, prepare cost estimates and specifications, including Engineer’s Quantity/Cost Estimates at time of initial plan check submittal and revised at the conclusion of plan check. Prepare Technical Specifications for civil portions. 7. The Consultant shall prepare and submit a cost estimate in tabular form showing quantity, unit price and total cost in Planetbids. 8. Provide assistance during the construction bidding period. The Consultant shall provide technical assistance to staff and clarification to bidders should any 4 | P a g e questions arise during the bidding period. Should any changes be required to the plans and/or specifications during this phase, the Consultant shall make the necessary changes and provide those changes in the specifications or plans in a timely manner so that the City can issue an addendum. 9. It is the City’s intention to use the Standard Specifications for Public Works Construction (latest edition), the Standard Plans for Public Works Construction (latest edition) in conjunction with the City standard specifications and plans. The Consultant shall provide copies of referenced standard plans from other sources. Consultant shall perform all work to the highest professional standards and in a manner reasonably satisfactory to the Director of Public Works or his designee. C. Examination of Work Area An optional pre-proposal meeting will be held on Wednesday, May 14, 2025 at 10:00 a.m. at the project site for all interested proposers. Proposers are responsible for familiarizing themselves with the work area. Submission of a proposal shall be deemed conclusive evidence that such that attendance to the meeting has been made by each proposer and shall constitute a waiver by each of all claims of error in the proposal, withdrawal of the proposal, or combination thereof, under the executed agreement, or any revision thereof. Please RSVP via email to vchen@diamondbarca.gov by no later than May 12, 2025 to confirm your attendance. D. Project Schedule The following is the expected schedule for the project: Milestone Date Pre-Proposal Meeting May 14, 2025 Proposals Due May 20, 2025 Award Design Contract June 2025 Design Competed July-August 2025 Construction Contract Award October 2025 Construction Begin February 2026 (upon weather condition) Construction Completed April 2026 E. Basis of Award City Council is not obligated to award a contract and reserves the right to reject all proposals. If City Council determines to award a contract, it is not obligated to 5 | P a g e make the award to the low proposer. The award, if given, will be within ninety (90) calendar days after evaluation of proposals. The City will evaluate the information submitted. The evaluation will consider but not limited to the following criteria: 1. Consultant’s demonstrated understanding of the scope of work. 2. Completeness of proposal. 3. Firm’s track record and key project team members’ experience and record in performing similar work. 4. Timeliness in accomplishing the design work assignment. 5. Approach to the work including task breakdown and staffing. 6. Reports of references, and the willingness to agree to all terms of the Professional Services Agreement. 7. References 8. Fees. The City of Diamond Bar reserves the right to accept or reject any or all proposals or to waive any defects or irregularities in the proposals or selection processes. F. Execution of Agreement The agreement shall be signed by the successful proposer and returned with the required insurance within ten (10) days, not including Sundays and legal holidays, after the City has provided written notice that the contract has been awarded. Failure to execute agreement and file acceptable insurance documents as provided herein shall be just cause, at City option, for annulment of the contract award. Should the successful proposer decline to execute a contract, City Council has the option to either reject all proposals and call for new proposals or accept one of the other proposals. G. Qualifications of Proposers All proposers shall furnish satisfactory evidence to the City that they have similar design and construction experience to the operation described herein. If they have not sufficient experience, they must show that they have had sufficient experience in comparable fields or employ qualified personnel to comply with the requirements of this agreement. H. Proposal Format and Content 6 | P a g e In addition to reading and understanding the requirements of Proposal Requirements, A-G, each proposal shall contain the following and be submitted using the same sequence: 1. All submittals must meet the requirements set forth in the Request for Proposal. 2. All proposals must be submitted in Planetbids. 3. A statement that this RFP shall be incorporated in its entirety as a part of the Consultant’s quote. 4. A written statement of your firm’s willingness to accept the terms of the agreement. 5. A statement that the services to be provided, and fees therein, will be in accordance with the City’s RFP. 6. A single and separate section with the heading “Exceptions to the City’s Request for Proposals” containing a complete and detailed description of all of the exceptions to the provisions and conditions of this RFP upon which the Consultant’s proposal is contingent and which shall take precedent over this RFP. 7. A written statement by the Consultant that all federal laws and regulations shall be adhered to notwithstanding any state or local laws and regulations. In case of conflict between federal, state, or local laws or regulations, the strictest shall be adhered to. 8. A written statement by the Consultant shall allow all authorized federal, state, county, and the City of Diamond Bar officials access to place of work, books, documents, papers, fiscal, payroll materials, and other relevant contract records pertinent to this project. All relevant records shall be retained for at least five (5) years. 9. A written statement that the Consultant will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. 10. A written statement that the Consultant shall comply with the California Labor Code. 11. A written statement that the Consultant shall comply with the Copeland Anti - kickback Act (18 USC 874 C) and the implementation regulation (29 CFR 3) issued pursuant thereto, and any amendments thereof. Consultant shall limit their proposal up to twenty (20) pages, excluding cover and resumes. Consultant shall review the City’s standard Consulting Services Agreement, (see attached Appendix B). The Consultant shall submit (if applicable) any requested contract modifications as an attachment to their proposal (not counted in the 20 page limit) 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 ninety (90) calendar days. 7 | P a g e I. Project Understanding Discuss the methodology and approaches that will be used in the design. Discuss key design features and concepts and how they are employed for the slope stabilization repair. Also identify any potential concerns or considerations and recommendations for further course of actions. J. Project Team Provide an organization chart indicating principals and key project team members with their areas of expertise. Also provide resumes of the key personnel involved with this project including personnel from sub -consultants. For the project manager, include information for three recent projects on his/her records of completion compared to the original project schedule. K. Relevant Experience List a maximum of three (3) projects of similar scope with contract amounts which your firm as the primary has designed for other public agencies. For each project, provide the following information: agency, project cost, project completion year, project manager’s name, and sub-consultant. L. Program Scheduling Provide a project Gantt chart identifying milestones for the major tasks in the development of the Plans and Specifications, beginning with the Notice to Proceed. The goal of the overall project is to have all the repairs completed by April 2021. M. Resource Requirements/Fee Schedule Provide a man-hour and fee estimate. Provided the hourly rates of all personnel assigned to the project. These rates will used to negotiate any additional work the City may request. N. 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. The selected Consultant must submit a “Statement Certifying Insurance Coverage” certifying that the required insurance coverage will be obtained by the Consultant and sub-consultant (if any), and that the Consultant understands said coverage is prerequisite for entering into an agreement with the City. The Consultant is 8 | P a g e 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 the consultant’s disqualification. O. References List of references for similar projects must be provided. Include contact person, addresses, and telephone numbers. III. SUBMITTAL OF PROPOSAL To be eligible for consideration, interested firms must submit proposal in Planetbids no later than 3:00 p.m. Tuesday, May 20, 2025. If you have any questions regarding this request, please contact Vivian Chen, Associate Engineer, at (909) 839-7038. Sincerely, ______________________________ David Liu, P.E. Director of Public Works/City Engineer Attachments: Exhibit “A” – Park Site Project Exhibit Exhibit “B” - Consulting Services Agreement 9 | P a g e EXHIBIT A PARK SITE PROJECT EXHIBIT CITY OF DIAMOND BARDEPARTMENT OF PUBLIC WORKSLEGENDEXISTING OVERFLOWPARKING 18 STALLSEXISTING LOWERBRIDGE STRUCTUREEXISTINGACCESSIBLEPARKING SPACESEXISTING PATH TOSYCAMORE CANYONTRAIL SYSTEMSOUTHWEST VIEWNORTHEAST VIEWEAST VIEWPROPOSEDALTERNATIVE WALKING PATH(IN LIEU OF BRIDGE)EXISTINGPUBLIC WORKSEQUIPMENT STORAGESECURED SITEGOLDEN SPRINGS DRIVE05/02/2024SYCAMORE CANYON PARKLOWER PARKING LOT PEDESTRIAN BRIDGEREPLACEMENT 10 | P a g e EXHIBIT B CONSULTING SERVICES AGREEMENT 1 Professional Services - Design 1614063.1 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 "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. 2 Professional Services - Design 1614063.1 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 ______.] 7. Status as Independent Contractor. 3 Professional Services - Design 1614063.1 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: 4 Professional Services - Design 1614063.1 (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 5 Professional Services - Design 1614063.1 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. 6 Professional Services - Design 1614063.1 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. 7 Professional Services - Design 1614063.1 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. 8 Professional Services - Design 1614063.1 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. 9 Professional Services - Design 1614063.1 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: 10 Professional Services - Design 1614063.1 E-Mail: E-mail: 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:____ David DeBerry, 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 11 Professional Services - Design 1614063.1 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.