HomeMy WebLinkAboutContract 1487-1c-1487 ORIGINAL
SUBCONTRACTOR SERVICES AGREEMENT
This AGREEMENT, made and entered into this 4L- of / eex- n X010, by and
between Agua Caliente Band of Cahuilla Indians, a federally- recognized Indian Tribal
Government ( "TRIBAL GOVERNMENT "), with offices at 5401 Dinah Shore Drive, Palm
Springs, California, 92264 and the City of Cathedral City ( "SUBCONTRACTOR "), a
municipal corporation, with offices at 68700 Avenida Lalo Guerrero, Cathedral City, CA
92234.
1. Scope of Work
1.1 SUBCONTRACTOR is to furnish services as outlined in Exhibit 'A," attached
hereto, to the TRIBAL GOVERNMENT.
1.2 SUBCONTRACTOR shall be an independent contractor and is responsible for
the manner, means, methods, materials, licenses, permits, fees, employer's and
other taxes, royalties, health and safety precautions, workers' compensation
policy, and other conditions and qualifications necessary to perform the services
and achieve the results required to professionally and competently furnish and
complete the services outlined in Exhibit "A" hereto. SUBCONTRACTOR shall
not be deemed an agent for, or engaged in a joint venture with, the TRIBAL
GOVERNMENT.
2. Performance Standards and Other Conditions
2.1 All work performed by SUBCONTRACTOR shall be performed in accordance
with the highest standard of industry practices and professional standards for
similar professional consulting services. SUBCONTRACTOR agrees that it will
retain the services of, at its own expense, all personnel reasonably necessary to
timely and competently perform the services required by this AGREEMENT. All
work required, and to be performed hereunder, shall be performed by fully
qualified personnel and such personnel shall be authorized and licensed under
applicable Tribal, federal and state laws to perform such work.
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2.2 In addition to personnel employed directly by SUBCONTRACTOR,
SUBCONTRACTOR shall have the right to engage such subcontractors as it
may deem appropriate, qualified and reasonably necessary to the performance
of its services hereunder with the prior written approval of the TRIBAL
GOVERNMENT.
2.3 SUBCONTRACTOR shall schedule and perform its worts with due diligence and
in character, sequence and timing so that it will be coordinated with that of the
TRIBAL GOVERNMENT.
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3. Compensation
3.1 SUBCONTRACTOR shall be fully compensated for SUBCONTRACTOR'S and
its subcontractors' services provided under this AGREEMENT by the payment of I
the sums set forth in Exhibit "A" hereto.
3.2 The compensation paid to SUBCONTRACTOR shall be considered as payment
in full for the work product provided to TRIBAL GOVERNMENT under this
AGREEMENT.
4. Payments
4.1 Between the Vt and the 10 of each month, SUBCONTRACTOR shall submit
invoices to the TRIBAL GOVERNMENT for payment of services provided during
the previous month.
4.2 Invoices for services are subject to approval of and full audit by the TRIBAL {
GOVERNMENT. j
4.3 The TRIBAL GOVERNMENT will pay the SUBCONTRACTOR's proper invoices
within 15 days of receipt.
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5. Additional Work
5.1 From time to time, the TRIBAL GOVERNMENT may change, alter or modify the
scope of work provided by SUBCONTRACTOR under this AGREEMENT.
6. Term and Termination
6.1 This AGREEMENT shall remain valid until such time as the services outlined in
Exhibit "A" are completed, unless sooner terminated in accordance with the
terms hereof.
6.2 The TRIBAL GOVERNMENT or SUBCONTRACTOR may each terminate this
AGREEMENT at any time upon breach of this AGREEMENT by the non -
terminating party, provided that the terminating party provides the other party at
least thirty (30) days written notice of such termination.
6.3 In the event of such termination, the TRIBAL GOVERNMENT's sole liability will
be to pay SUBCONTRACTOR for work satisfactorily performed up to the date of
termination in accordance with the terms of this AGREEMENT.
6.4 In the event of such termination, the SUBCONTRACTOR shall immediately
deliver all completed work product and all work -in- progress to the TRIBAL
GOVERNMENT. No closeout payments shall be payable to SUBCONTRACTOR
until all such deliveries are completed.
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6.5 In the event of termination, there shall be no liability on the part of either party
hereto for lost revenues or lost profit for unperformed services.
7. Special Provisions
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7.1 SUBCONTRACTOR shall be responsible for complying with all applicable Indian
Reservation Roads (IRR) and Federal Acquisition Regulations including, but not
limited to, Davis Bacon Act provisions.
8. Records
8.1 Records of SUBCONTRACTOR's direct and indirect labor costs, payroll costs,
and each reimbursable expense pertaining to work performed hereunder will be
kept by SUBCONTRACTOR in a generally recognized accounting format, copies
of which shall be forwarded as supporting documentation for all invoices
submitted to the TRIBAL GOVERNMENT.
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8.2 SUBCONTRACTOR shall maintain all records pertaining to the Scope of Work in
legible and useable form. Original records shall be retained by
SUBCONTRACTOR or forwarded to the TRIBAL GOVERNMENT in accordance
with any applicable Tribal, state and federal guidelines.
8.3 All designs, as built drawings, specifications, notes, and other work developed in k
the performance of this AGREEMENT shall be and remain the joint property of
the TRIBAL GOVERNMENT and SUBCONTRACTOR and may be used on any
other work without additional compensation under this AGREEMENT. The
TRIBAL GOVERNMENT and SUBCONTRACTOR reserve a royalty -free,
nonexclusive, and irrevocable license to produce, publish, or otherwise use, for
general purposes, the copyright or any other intellectual property right in any
work developed under this AGREEMENT, or a subcontract under this
AGREEMENT, and any rights of copyright or any other intellectual property right z
which the SUBCONTRACTOR, or its subcontractors, under this AGREEMENT
purchases through this AGREEMENT.
8.4 SUBCONTRACTOR shall provide a report on a Quarterly Basis, not later than
five (5) days after the end of each calendar quarter, which contains the following
information:
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8.4.1 the total amount of funds received from the TRIBAL GOVERNMENT; and
8.4.2 A detailed list of all activities for which IRR funds were expended,
including: the name of the activity, a description of the activity, an
evaluation of the completion status of the services outlined in Exhibit "A." i
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9. Insurance
9.1 Within five (5) days after the execution of this AGREEMENT,;
SUBCONTRACTOR shall fumish the TRIBAL GOVERNMENT with copies of
insurance policies (reflecting that they have obtained insurance) in the amounts
and of the types specified in Exhibit "B° hereto.
10. Indemnification
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10.1 SUBCONTRACTOR hereby agrees to fully defend, indemnify and hold the
TRIBAL GOVERNMENT harmless from and against any and all claims, suits, I
actions, damages, loss, liability or costs of every nature or description (including
reasonable attorney fees) arising from, or in any way attributable to or related to
the negligence or willful misconduct of SUBCONTRACTOR hereunder, including
SUBCONTRACTOR's officers, employees, agents, principals, shareholders,
directors, and subcontractors.
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11. Successors and Assigns
11.1 SUBCONTRACTOR hereby binds itself, its successors, executors,
administrators, assigns and legal representatives to this AGREEMENT with
respect to all covenants and obligations of SUBCONTRACTOR under this
AGREEMENT.
11.2 Except as set forth in this AGREEMENT, SUBCONTRACTOR shall not assign,
sublet, or transfer any rights under, or interest in, this AGREEMENT without the
prior written consent of the TRIBAL GOVERNMENT.
12. Entirety
12.1 This AGREEMENT and attachments hereto constitutes the entire AGREEMENT
between the parties hereto with respect to the subject matter hereof. No
amendment or modification to this AGREEMENT shall be effective unless in
writing and executed by both parties.
13. Damages
13.1 Except as set forth in this AGREEMENT, neither party shall be liable to the other,
in any event, for any special or incidental damages arising out of the work
performed hereunder, whether arising in contract, tort, California statutes or
otherwise.
14. Default and Enforcement
14.1 This AGREEMENT is to be governed by federal law.
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14.2 Failure or delay by any party to this AGREEMENT to perform any material term
or provision of this AGREEMENT shall constitute a default under this
AGREEMENT; provided however, that if the party who is otherwise claimed to be
in default by the other party commences to cure, correct or remedy the alleged
default within fifteen (15) calendar days after receipt of written notice specifying
such default and shall diligently complete such cure, correction or remedy, such
party shall not be deemed to be in default hereunder.
14.3 The party which may claim that a default has occurred shall give written notice of
default to the party in default, specifying the alleged default. Delay in giving such
notice shall not constitute a waiver of any default nor shall it change the time of
default; provided, however, the injured party shall have no right to exercise any
remedy for a default hereunder without delivering the written default notice, as
specked herein.
14.4 Any failure or delay by a party in asserting any of its rights or remedies as to any
default shall not operate as a waiver of any default or of any rights or remedies
associated with a default.
14.5 In the event that a default of any party to this AGREEMENT may remain uncured
for more than fifteen (15) calendar days following written notice, as provided
above, a "breach" shall be deemed to have occurred. In the event of a breach,
the injured party shall be entitled to seek any appropriate remedy or damages by
initiating legal proceedings.
15. Miscellaneous
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15.1 Whenever notice is required to be given herein, such notice shall be deemed
given when mailed to the party to be notified via certified mail, return receipt
requested, or by overnight delivery, at the address first written above, or at such
other address as the party may, by written notice, provide to the other.
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IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be
executed as of the date first written above.
AGUA CALIENTE BAND OF CAHUILLA INDIANS
AP OVED Y: I
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Tho s J. Davis, Chief Planning & Development Officer
APPROVED AS TO FORM:
Michelle Carr, Tribal Counsel
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CITY OF CATHEDRAL CITY'
APPROVED BY:`
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Donald E. Bradley, Ci Manager
ATTESTED BY:
Pat Ham ers, City Clerk
APPROVED AS TO FORM:
Charles R. Green, City Attorney
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EXHIBIT " A "
SCOPE OF WORK, SCHEDULE AND COSTS
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Ramon Road is a primary economic and life line corridor through the Coachella Valley.
The corridor is relied on by the public and others for commerce, residential, regional
circulation and other uses. Ramon Road connects the City of Cathedral City with the
Cities of Palm Springs and Rancho Mirage, the County of Riverside and the Agua
Caliente Band of Cahuilla Indians Casino's in Palm Springs and Rancho Mirage.
Ramon road is the main connector route for the Palm Springs Airport and for the
Cathedral City emergency response command center at Fire Station 412. The Corridor
is a designated Indian Reservation Road and would serve as a primary alternate route
to 1 -10 in the event of a major closure between the Indian Avenue Interchange and the
Ramon Road / Bob hope interchange.
Initial studies have been completed to identify the needs and constraints in the corridor.
The purpose is to fully develop the usefulness of the corridor for economic,
transportation and pedestrian circulation as a focused service, shopping, restaurant,
commercial mixed use destination corridor. The segment of the corridor between
Landau Boulevard and Date Palm Drive is in need of pavement rehabilitation, median
modifications, drainage improvements, installation of curb and gutter, sidewalks,
wheelchair ramps, landscaping, irrigation, traffic striping, replacement of inductive loop
detectors, adjustment of manholes and valve boxes as well as installation of a traffic
signal interconnect system and synchronization of four traffic signals.
The key tasks, schedule and estimate of costs are as listed below.
A. Key Work Tasks
A -1. Preliminary Eneineerina
Task 1.0 Project Management
Task 1.1 Monitor Project Progress and Review documents and Submittals
Task 1.2 Prepare for and attend Public and Agency Review and Approval Meetings
Task 1.3 Provide Utility Coordination
Task 1.4 Quality Review
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Task 2.0 Preliminary Investigations
Task 2.1 Topographic Surveys
Task 2.2 Base Mapping
Task 2.3 Geotechnical Investigation
Task 2.4 Utility Potholing
Task 2.5 Archeological /Historical Clearance
Task 2.6 Environmental Clearance
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Task 3.0 Preliminary Designs (50 %)'
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Task 3.1 Preliminary Improvement Plans
Task 3.2 Preliminary Probable Construction Cost Estimate
Task 4.0 Preliminary Design (90 %)
Task 4.1 Preliminary Landscape Architectural Plans g'
Task 4.2 Preliminary Roadway Improvement Plans F
Task 4.3 Preliminary Signing and Striping Plans
Task 4.4 Street Lighting Plans
Task 4.5 Preliminary Traffic Signal Synchronization Timing Sheets
Task 4.6 Preliminary Traffic Control and Construction Staging Plans
Task 4.7 Preliminary Specifications
Task 4.8 Preliminary Probable Construction Cost Estimate
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Task 5.0 Final Plans, Specifications and Estimate
Task 5.1 Final Landscape Architectural Plans
Task 5.2 Final Roadway Improvement Plans
Task 5.3 Final Signing and Striping Plan
Task 5.4 Final Street Lighting Plans
Task 5.5 Final Traffic Signal Synchronization Timing Sheets
Task 5.6 Final Traffic Control and Construction Staging Plans
Task 5.7 Final Specifications and Construction Cost Estimate
A -2. Construction
Task 6.1 Advertise for Bids
Task 6.2 Hold a Pre -bid meeting
Task 6.3 Respond to bidder questions and RFI'S
Task 6.4 Open Bids and Recommend Award of Contract
Task 6.5 Hold a Preconstruction Meeting
Task 6.6 Issue a Notice to Proceed
Task 6.7 Review and Respond to Construction concerns
Task 6.8 Provide Assistance and Technical Oversight during Construction
Task 6.9 Review and process Monthly Progress Payments
Task 6.10 Review and process Final Progress Payment upon Release of all Claims
Task 6.11 Perform Construction Administration Services
Task 6.12 Perform Construction Inspection Services
Task 6.13 Perform Construction Surveying Services
Task 6.14 Perform Materials Testing Services
A -3. Construction Closeout
Task 7.1 Prepare As -Built Drawings and Final Project Records;
Task 7.2 File notice of completion
Task 7.3 Recommend Final Acceptance and Authorization to Release Retainage
Task 6.3 Prepare As -Built Drawings Based on Red Lines Prepared by Others
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B. PERFORMANCE SCHEDULE
Key milestone dates are as listed below.
Notice to Proceed 12/15/10
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Task 1.0 — Project Management 12/15/10 thru 8/30/11
Task 2.0 — Preliminary Investigation 12/15/10 thru 1/30/11
Task 3 0— Preliminary Design 50% 12/15/10 thru 2/28/11
Task 4.0 — Preliminary Design 90% 3/30/11 thru 5/30/11
Task 5.0 — Final PS & E 100% 6/30/11 thru 8/30/1
Task 6.0— As- Builts and Assistance during 8/30/11 thru 4/30/12
Advertising and Construction
C. SCHEDULE OF CHARGES
Task A -1. Preliminary Engineering $450,000
Task A -2. Construction $1,660,000
Task A -3. Construction Engineering $190,000
TOTAL NOT TO EXCEED AMOUNT $2,300,000
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EXHIBIT B
INSURANCE
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1.1 Overview. In an effort to standardize the TRIBAL GOVERNMENT's insurance program
and coordinate insurance of subcontractors with the TRIBAL GOVERNMENT's program,
the following are the requirements for SUBCONTRACTOR insurance coverage.
1.1.1 Liability Coverage. SUBCONTRACTOR, at the SUBCONTRACTOR's sole i
expense, shall obtain and pay for, and at all times maintain in full force and effect
a Five Million Dollar ($5,000,000) combined single limit per occurrence, and a
Five Million Dollar ($5,000,000) combined single limit aggregate, Commercial
General Liability policy. Such policy shall insure against any and all losses
arising out of, or in connection with the operations of the SUBCONTRACTOR.
Such coverage shall also provide products and completed operations coverage.
1.1.2 Automobile Insurance. SUBCONTRACTOR, at the SUBCONTRACTOR's sole
expense, shall obtain and pay for, and at all times maintain in full force and effect
a One Million Dollar ($1,000,000) combined single limit per occurrence
automobile liability policy. Such policy shall include coverage for non -owned and
hired car coverage.
1.1.3 Worker's Co m oe nsation. SUBCONTRACTOR, at the SUBCONTRACTOR's sole
expense, shall obtain and pay for, and at all times maintain in full force and
effect, a worker's compensation policy in the statutory amount. Such coverage
shall provide employer's liability of at least One Million Dollars ($1,000,000) and
include a waiver of subrogation in favor of the Agua Caliente Band of Cahuilla
Indians.
1.1.4 Professional Liability. SUBCONTRACTOR, at the SUBCONTRACTOR's sole
expense shall obtain and pay for, and at all times maintain in full force and effect
a policy of Professional Liability (Errors and Omissions) in an amount of not less
than Five Million Dollars ($5,000,000.) per claim and in the aggregate with
respect to loss arising from the actions of the subcontractor performing
professional services on behalf of the Agua Caliente Band of Cahuilla Indians.
1.2 Common Provisions.
1.2.1 Certificates. Certificates of insurance shall be provided to the TRIBAL
GOVERNMENT's Risk Manager at the following address:
Agua Caliente Band of Cahuilla Indians
c/o F.T. Kieley III, Risk Management Consultant
P.O. Box 3275
Palm Springs, CA 92263 -3275
Voice: (760) 327 -9160 Fax: (760) 327 -6450
1.2.2 Additional Named Insured Endorsements. The policies shall name the Agua
Caliente Band of Cahuilla Indians, its employees and agents as additional named
insured's.
1.2.3 Cancellation Provisions. Policies shall not be canceled or modified without at
least thirty (30) days s written notice, except for ten (10) days' notice of
cancellation due to non - payment.
1.2.
4 Suitability of Companies. All such coverage shall be written by admitted carrier
in the State of California with a "Best's" insurance rating of A, Class X or better.
uch covers a shall be primary insurance, and any insurance or
1.2.5 Pnmac . All s 9
self insurance programs of the Agua Caliente Band of Cahuilla Indians shall be
non - contributing.
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