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AGREEMENT FOR DESIGN PROFESSIONAL SERVICES
BETWEEN
THE CITY OF CATHEDRAL CITY, CALIFORNIA
AND
ALLIANT CONSULTING INC.
This Agreement for Design Professional Services ("Agreement") is entered into
as of October 25, 2023 ("Effective Date") by and between the City of Cathedral City, a
municipal corporation ("City") and Alliant Consulting, Inc., a California Corporation
("Design Professional"). City and Design Professional are sometimes hereinafter
individually referred to as "Party" and hereinafter collectively referred to as the "Parties."
RECITALS
A. City has sought, by request for proposals, the performance of the
professional landscape, architect, design, and engineering services defined and
described particularly in Section 2 of this Agreement.
B. Design Professional, following submission of a proposal for the
performance of the services defined and described particularly in Section 2 of this
Agreement, was selected by the City to perform those services.
C. Design Professional was selected by the City on the basis of Design
Professional's demonstrated competence and the professional qualifications necessary
for the satisfactory performance of the services required.
D. Pursuant to the City of Cathedral City's Municipal Code, City has authority
to enter into this Design Professional Services Agreement and the City Manager has
authority to execute this Agreement.
E. The Parties desire to formalize the selection of Design Professional for
performance of those services defined and described particularly in Section 2 of this
Agreement and desire that the terms of that performance be as particularly defined and
described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and Covenants
made by the Parties and contained here and other consideration, the value and
adequacy of which are hereby acknowledged, the Parties agree as follows:
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SECTION 1. TERM OF AGREEMENT.
Subject to the provisions of Section 19 "Termination of Agreement" of this
Agreement, the Term of this Agreement is for two (2) years commencing on the
Effective Date.
SECTION 2. SCOPE OF SERVICES & SCHEDULE OF PERFORMANCE.
(a) Scope of Services. Design Professional agrees to perform the services
set forth in Exhibit "A" "Scope of Services" (hereinafter, the "Services") and made a part
of this Agreement by this reference.
(b) Schedule of Performance. The Services shall be completed pursuant to
the schedule specified in Exhibit "A." Should the Services not be completed pursuant to
that schedule, the Design Professional shall be deemed to be in Default of this
Agreement. The City, in its sole discretion, may choose not to enforce the Default
provisions of this Agreement and may instead allow Design Professional to continue
performing the Services.
SECTION 3. ADDITIONAL SERVICES.
Design Professional shall not be compensated for any work rendered in
connection with its performance of this Agreement that are in addition to or outside of
the Services unless such additional services are authorized in advance and in writing in
accordance with Section 25 "Administration and Implementation" or Section 27
"Amendment" of this Agreement. If and when such additional work is authorized, such
additional work shall be deemed to be part of the Services.
SECTION 4. COMPENSATION AND METHOD OF PAYMENT.
(a) Subject to any limitations set forth in this Agreement, City agrees to pay
Design Professional the amounts specified in Exhibit "B" "Compensation" and made a
part of this Agreement by this reference. The total compensation, including
reimbursement for actual expenses, shall not exceed Seventy-Three Thousand One
Hundred Sixty Dollars And Zero Cents ($73,160.00), unless additional compensation
is approved in writing in accordance with Section 25 "Administration and
Implementation" or Section 27 "Amendment" of this Agreement.
(b) Each month Design Professional shall furnish to City an original invoice for
all work performed and expenses incurred during the preceding month. The invoice
shall detail charges by the following categories: labor (by sub-category), travel,
materials, equipment, supplies, and sub-Design Professional contracts. Sub-Design
Professional charges shall be detailed by the following categories: labor, travel,
materials, equipment and supplies. If the compensation set forth in subsection (a) and
Exhibit "B" include payment of labor on an hourly basis (as opposed to labor and
materials being paid as a lump sum), the labor category in each invoice shall include
detailed descriptions of task performed and the amount of time incurred for or allocated
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to that task. City shall independently review each invoice submitted by the Design
Professional to determine whether the work performed and expenses incurred are in
compliance with the provisions of this Agreement. In the event that no charges or
expenses are disputed, the invoice shall be approved and paid according to the terms
set forth in subsection (c). In the event any charges or expenses are disputed by City,
the original invoice shall be returned by City to Design Professional for correction and
resubmission.
(c) Except as to any charges for work performed or expenses incurred by
Design Professional which are disputed by City, City will use its best efforts to cause
Design Professional to be paid within forty-five (45) days of receipt of Design
Professional's correct and undisputed invoice.
(d) Payment to Design Professional for work performed pursuant to this
Agreement shall not be deemed to waive any defects in work performed by Design
Professional.
SECTION 5. INSPECTION AND FINAL ACCEPTANCE.
City may inspect and accept or reject any of Design Professional's work under
this Agreement, either during performance or when completed. City shall reject or
finally accept Design Professional's work within sixty (60) days after submitted to City.
City shall reject work by a timely written explanation, otherwise Design Professional's
work shall be deemed to have been accepted. City's acceptance shall be conclusive as
to such work except with respect to latent defects, fraud and such gross mistakes as
amount to fraud. Acceptance of any of Design Professional's work by City shall not
constitute a waiver of any of the provisions of this Agreement including, but not limited
to, Section 15 "Indemnification" and Section 16 "Insurance."
SECTION 6. OWNERSHIP OF DOCUMENTS.
All original maps, models, designs, drawings, photographs, studies, surveys,
reports, data, notes, computer files, files and other documents prepared, developed or
discovered by Design Professional in the course of providing the Services pursuant to
this Agreement shall become the sole property of City and may be used, reused or
otherwise disposed of by City without the permission of the Design Professional. Upon
completion, expiration or termination of this Agreement, Design Professional shall turn
over to City all such original maps, models, designs, drawings, photographs, studies,
surveys, reports, data, notes, computer files, files and other documents.
If and to the extent that City utilizes for any purpose not related to this Agreement
any maps, models, designs, drawings, photographs, studies, surveys, reports, data,
notes, computer files, files or other documents prepared, developed or discovered by
Design Professional in the course of providing the Services pursuant to this Agreement,
Design Professional's guarantees and warranties in Section 9 "Standard of
Performance; Familiarity With Work" of this Agreement shall not extend to such use of
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the maps, models, designs, drawings, photographs, studies, surveys, reports, data,
notes, computer files, files or other documents.
SECTION 7. DESIGN PROFESSIONAL'S BOOKS AND RECORDS.
(a) Design Professional shall maintain any and all documents and records
demonstrating or relating to Design Professional's performance of the Services.
Consultant shall maintain any and all ledgers, books of account, invoices, vouchers,
canceled checks, or other documents or records evidencing or relating to work,
services, expenditures and disbursements charged to City pursuant to this Agreement.
Any and all such documents or records shall be maintained in accordance with
generally accepted accounting principles and shall be sufficiently complete and detailed
so as to permit an accurate evaluation of the services provided by Design Professional
pursuant to this Agreement. Any and all such documents or records shall be
maintained for three (3) years from the date of execution of this Agreement and to the
extent required by laws relating to audits of public agencies and their expenditures.
(b) Any and all records or documents required to be maintained pursuant to
this section shall be made available for inspection, audit and copying, at any time during
regular business hours, upon request by City or its designated representative. Copies
of such documents or records shall be provided directly to the City for inspection, audit
and copying when it is practical to do so; otherwise, unless an alternative is mutually
agreed upon, such documents and records shall be made available at Design
Professional's address indicated for receipt of notices in this Agreement.
(c) Where City has reason to believe that any of the documents or records
required to be maintained pursuant to this section may be lost or discarded due to
dissolution or termination of Design Professional's business, City may, by written
request, require that custody of such documents or records be given to the City.
Access to such documents and records shall be granted to City, as well as to its
successors-in-interest and authorized representatives.
SECTION 8. INDEPENDENT CONTRACTOR.
(a) Design Professional is and shall at all times remain a wholly independent
contractor and not an officer, employee or agent of City. Design Professional shall have
no authority to bind City in any manner, nor to incur any obligation, debt or liability of
any kind on behalf of or against City, whether by contract or otherwise, unless such
authority is expressly conferred under this Agreement or is otherwise expressly
conferred in writing by City.
(b) The personnel performing the Services under this Agreement on behalf of
Design Professional shall at all times be under Design Professional's exclusive direction
and control. Neither City, nor any elected or appointed boards, officers, officials,
employees or agents of City, shall have control over the conduct of Design Professional
or any of Design Professional's officers, employees, or agents except as set forth in this
Agreement. Design Professional shall not at any time or in any manner represent that
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Design Professional or any of Design Professional's officers, employees, or agents are
in any manner officials, officers, employees or agents of City.
(c) Neither Design Professional , nor any of Design Professional's officers,
employees or agents, shall obtain any rights to retirement, health care or any other
benefits which may otherwise accrue to City's employees. Design Professional
expressly waives any claim Design Professional may have to any such rights.
SECTION 9. STANDARD OF PERFORMANCE; FAMILIARITY WITH WORK.
(a) Design Professional represents and warrants that it has the qualifications,
experience and facilities necessary to properly perform the Services required under this
Agreement in a thorough, competent and professional manner. Design Professional
shall at all times faithfully, competently and to the best of its ability, experience and
talent, perform all Services. In meeting its obligations under this Agreement, Design
Professional shall employ, at a minimum, generally accepted standards and practices
utilized by persons engaged in providing services similar to the Services required of
Design Professional under this Agreement, and shall use such skill, prudence, and
diligence as other members of Design Professional's profession commonly possess and
exercise. In addition to the general standards of performance set forth this section,
additional specific standards of performance and performance criteria may be set forth
in Exhibit "A" "Scope of Work" that shall also be applicable to Design Professionals work
under this Agreement. Where there is a conflict between a general and a specific
standard of performance or performance criteria, the specific standard or criteria shall
prevail over the general.
(b) Design Professional warrants that (1) it has thoroughly investigated and
considered the work to be performed, (2) it has investigated the issues, regarding the
scope of services to be provided, (3) it has carefully considered how the work should be
performed, and (4) it fully understands the facilities, difficulties and restrictions attending
performance of the work under this Agreement.
SECTION 10. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND
LICENSES.
Design Professional shall keep itself informed of and comply with all applicable
federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect
during the term of this Agreement. Design Professional shall obtain any and all
licenses, permits and authorizations necessary to perform the Services set forth in this
Agreement. Neither City, nor any elected or appointed boards, officers, officials,
employees or agents of City, shall be liable, at law or in equity, as a result of any failure
of Design Professional to comply with this section.
SECTION 11. PREVAILING WAGE LAWS.
It is the understanding of City and Design Professional that California prevailing
wage laws do not apply to this Agreement because the Agreement does not involve any
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of the following services subject to prevailing wage rates pursuant to the California
Labor Code or regulations promulgated thereunder: Construction, alteration, demolition,
installation, or repair work performed on public buildings, facilities, streets or sewers
done under contract and paid for in whole or in part out of public funds. In this context,
"construction" includes work performed during the design and preconstruction phases of
construction including, but not limited to, inspection and land surveying work.
SECTION 12. NONDISCRIMINATION.
Design Professional shall not discriminate, in any way, in the employment of
persons to perform the Services in violation of any federal or state law prohibiting
discrimination in employment, including based on the race, religious creed, color,
national origin, ancestry, physical disability, mental disability, medical condition, genetic
information, marital status, sex, gender, gender identity, gender expression, age, sexual
orientation, of any person, except as provided under California Government Code
section 12940.
SECTION 13. CONFLICTS OF INTEREST.
(a) Design Professional covenants that neither it, nor any officer or principal of
its firm, has or shall acquire any interest, directly or indirectly, which would conflict in
any manner with the interests of City or which would in any way hinder Design
Professional's performance of the Services. Design Professional further covenants that
in the performance of this Agreement, no person having any such interest shall be
employed by it as an officer, employee, agent or subcontractor without the express
written consent of the City Manager. Design Professional agrees to at all times avoid
conflicts of interest or the appearance of any conflicts of interest with the interests of
City in the performance of this Agreement.
(b) City may determine that Design Professional must disclose its financial
interests by completing and filing a Fair Political Practices Commission Form 700,
Statement of Economic Interests. If such a determination is made, Design Professional
shall file the subject Form 700 with the City Clerk's Office pursuant to the written
instructions provided by the Office of the City Clerk within ten (10) days of the request.
(c) City understands and acknowledges that Design Professional is, as of the
date of execution of this Agreement, independently involved in the performance of non-
related services for other governmental agencies and private parties. Design
Professional is unaware of any stated position of City relative to such projects. Any
future position of City on such projects shall not be considered a conflict of interest for
purposes of this section.
(d) City understands and acknowledges that Design Professional will, perform
non-related services for other governmental agencies and private parties following the
completion of the Services under this Agreement. Any such future service shall not be
considered a conflict of interest for purposes of this section.
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SECTION 14. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION.
(a) All information gained or work product produced by Design Professional in
performance of this Agreement shall be considered confidential, unless such
information is in the public domain or already known to Design Professional. Design
Professional shall not release or disclose any such information or work product to
persons or entities other than City without prior written authorization from the City
Manager, except as may be required by law.
(b) Design Professional, its officers, employees, agents or subcontractors,
shall not, without prior written authorization from the City Manager or unless requested
by the City Attorney of City, voluntarily provide declarations, letters of support, testimony
at depositions, response to interrogatories or other information concerning the work
performed under this Agreement. Response to a subpoena or court order shall not be
considered "voluntary" provided Design Professional gives City notice of such court
order or subpoena.
(c) If Design Professional, or any officer, employee, agent or subcontractor of
Design Professional, provides any information or work product in violation of this
Agreement, then City shall have the right to reimbursement and indemnity from Design
Professional for any damages, costs and fees, including attorney's fees, caused by or
incurred as a result of Design Professional's conduct.
(d) Design Professional shall promptly notify City should Design Professional ,
its officers, employees, agents or subcontractors be served with any summons,
complaint, subpoena, notice of deposition, request for documents, interrogatories,
request for admissions or other discovery request, court order or subpoena from any
party regarding this Agreement and the work performed thereunder. City retains the
right, but has no obligation, to represent Design Professional or be present at any
deposition, hearing or similar proceeding. Design Professional agrees to cooperate fully
with City and to provide City with the opportunity to review any response to discovery
requests provided by Design Professional. However, this right to review any such
response does not imply or mean the right by City to control, direct, or rewrite said
response.
SECTION 15. INDEMNIFICATION.
(a) Indemnification by Design Professional. As provided under Civil Code
Section 2782.8, Design Professional shall indemnify, protect, defend and hold harmless
City and any and all of its officials, employees and agents ("Indemnified Parties") from
and against any and all claims, actions and proceedings (whether at law or equity,
administrative or judicial), demands, orders, judgments, losses, liabilities, damages,
costs and expenses, including attorney's fees and costs, (collectively "Claims") to the
extent same arise out of, pertain to, or relate to the negligence, recklessness, or willful
misconduct of the Design Professional, its officers, agents, employees or sub-
consultants (or any entity or individual that Design Professional shall bear the legal
liability thereof) in the performance of professional services under this Agreement. In the
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event Claims are found by the trier of fact to have been caused by the joint or
concurrent negligence of the City, its contractors and other design professionals, and
Design Professional, damages and expenses from both indemnity and duty to defend
obligations shall be borne by each party in proportion to its negligence. Notwithstanding
the foregoing, in the event one or more defendants are unable to pay its share of
defense costs due to bankruptcy or dissolution of the business, Design Professional
shall meet and confer with other parties regarding unpaid defense costs. The
provisions of this section pertaining to Design Professional's duty to defend shall not
apply if there is a project-specific general liability policy of insurance that insures all
project participants for general liability exposure on a primary basis and also covers all
design professionals involved with the project for their legal liability arising out of their
professional services on a primary basis.
(b) Indemnification from Subcontractors. Design Professional agrees to obtain
executed indemnity agreements with provisions identical to those set forth here in this
section from each and every sub-consultant, subcontractor or any other person or entity
involved by, for, with or on behalf of Design Professional in the performance of this
Agreement naming the Indemnified Parties as additional indemnitees. In the event
Design Professional fails to obtain such indemnity obligations from others as required
here, Design Professional agrees to be fully responsible according to the terms of this
section. Failure of City to monitor compliance with these requirements imposes no
additional obligations on City and will in no way act as a waiver of any rights hereunder.
This obligation to indemnify and defend City as set forth herein is binding on the
successors, assigns or heirs of Design Professional and shall survive the termination of
this Agreement or this section.
(c) City's Negligence. The provisions of this section do not apply to Claims
occurring as a result of City's sole negligence. The provisions of this section shall not
release City from liability arising from gross negligence or willful acts or omissions of
City or any and all of its officials, employees and agents.
SECTION 16. INSURANCE.
Design Professional agrees to obtain and maintain in full force and effect during
the term of this Agreement the insurance policies set forth in Exhibit "C" "Insurance" and
made a part of this Agreement. All insurance policies shall be subject to approval by
City as to form and content. These requirements are subject to amendment or waiver if
so approved in writing by the City Manager. Design Professional agrees to provide City
with copies of required policies upon request.
SECTION 17. ASSIGNMENT.
The expertise and experience of Design Professional are material considerations
for this Agreement. City has an interest in the qualifications and capability of the
persons and entities who will fulfill the duties and obligations imposed upon Design
Professional under this Agreement. In recognition of that interest, Design Professional
shall not assign or transfer this Agreement or any portion of this Agreement or the
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performance of any of Design Professional's duties or obligations under this Agreement
without the prior written consent of the City. Any attempted assignment shall be
ineffective, null and void, and shall constitute a material breach of this Agreement
entitling City to any and all remedies at law or in equity, including termination of this
Agreement pursuant to Section 19 "Termination of Agreement." City acknowledges,
however, that Design Professional, in the performance of its duties pursuant to this
Agreement, may utilize subcontractors.
SECTION 18. CONTINUITY OF PERSONNEL.
Design Professional shall make every reasonable effort to maintain the stability
and continuity of Design Professional's staff and subcontractors, if any, assigned to
perform the Services. Design Professional shall notify City of any changes in Design
Professional's staff and subcontractors, if any, assigned to perform the Services prior to
and during any such performance.
SECTION 19. TERMINATION OF AGREEMENT.
(a) City may terminate this Agreement, with or without cause, at any time by
giving thirty (30) days written notice of termination to Design Professional. In the event
such notice is given, Design Professional shall cease immediately all work in progress.
(b) Design Professional may terminate this Agreement for cause at any time
upon thirty (30) days written notice of termination to City.
(c) If either Design Professional or City fail to perform any material obligation
under this Agreement, then, in addition to any other remedies, either Design
Professional, or City may terminate this Agreement immediately upon written notice.
(d) Upon termination of this Agreement by either Design Professional or City,
all property belonging exclusively to City which is in Design Professional's possession
shall be returned to City. Design Professional shall furnish to City a final invoice for
work performed and expenses incurred by Design Professional, prepared as set forth in
Section 4 "Compensation and Method of Payment" of this Agreement. This final invoice
shall be reviewed and paid in the same manner as set forth in Section 4 "Compensation
and Method of Payment" of this Agreement.
SECTION 20. DEFAULT.
In the event that Design Professional is in default under the terms of this
Agreement, the City shall not have any obligation or duty to continue compensating
Design Professional for any work performed after the date of default. Instead, the City
may give notice to Design Professional of the default and the reasons for the default.
The notice shall include the timeframe in which Design Professional may cure the
default. This timeframe is presumptively thirty (30) days, but may be extended, though
not reduced, if circumstances warrant. During the period of time that Design
Professional is in default, the City shall hold all invoices and shall, when the default is
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cured, proceed with payment on the invoices. In the alternative, the City may, in its sole
discretion, elect to pay some or all of the outstanding invoices during the period of
default. If Design Professional does not cure the default, the City may take necessary
steps to terminate this Agreement under Section 19 "Termination of Agreement." Any
failure on the part of the City to give notice of the Design Professional's default shall not
be deemed to result in a waiver of the City's legal rights or any rights arising out of any
provision of this Agreement.
SECTION 21. EXCUSABLE DELAYS.
Design Professional shall not be liable for damages, including liquidated
damages, if any, caused by delay in performance or failure to perform due to causes
beyond the control of Design Professional. Such causes include, but are not limited to,
acts of God, acts of the public enemy, acts of federal, state or local governments, acts
of City, court orders, fires, floods, epidemics, strikes, embargoes, and unusually severe
weather. The term and price of this Agreement shall be equitably adjusted for any
delays due to such causes.
SECTION 22. COOPE TION BY CITY.
All public information, data, reports, records, and maps as are existing and
available to City as public records, and which are necessary for carrying out the
Services shall be furnished to Design Professional in every reasonable way to facilitate,
without undue delay, the Services to be performed under this Agreement.
SECTION 23. NOTICES.
All notices required or permitted to be given under this Agreement shall be in
writing and shall be personally delivered, or sent by telecopier or certified mail, postage
prepaid and return receipt requested, addressed as follows:
To City: City of Cathedral City
Attn: City Manager
68-700 Avenida Lalo Guerrero
Cathedral City, CA 92234
To Design Professional: Alliant Consulting, Inc.
Attn: Christa J. Schott
8185 Camino Sante Fe, #2
San Diego, CA 92121
Notice shall be deemed effective on the date personally delivered or transmitted
by facsimile or, if mailed, three (3) days after deposit of the same in the custody of the
United States Postal Service.
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SECTION 24. AUTHORITY TO EXECUTE.
The person or persons executing this Agreement on behalf of Design
Professional represents and warrants that he/she/they has/have the authority to so
execute this Agreement and to bind Design Professional to the performance of its
obligations hereunder.
SECTION 25. ADMINISTRATION AND IMPLEMENTATION.
This Agreement shall be administered and executed by the City Manager or his
or her designated representative. The City Manager shall have the authority to issue
interpretations and to make amendments to this Agreement, including amendments that
commit additional funds, consistent with Section 27 "Amendment" and the City
Manager's contracting authority under the Cathedral City Municipal Code.
SECTION 26. BINDING EFFECT.
This Agreement shall be binding upon the heirs, executors, administrators,
successors and assigns of the Parties.
SECTION 27. AMENDMENT.
No amendment to or modification of this Agreement shall be valid unless made in
writing and approved by the Design Professional and by the City. The City Manager
shall have the authority to approve any amendment to this Agreement if the total
compensation under this Agreement, as amended, would not exceed the City
Manager's contracting authority under the Cathedral City Municipal Code. All other
amendments shall be approved by the City Council. The Parties agree that the
requirement for written modifications cannot be waived and that any attempted waiver
shall be void.
SECTION 28. WAIVER.
Waiver by any Party to this Agreement of any term, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, or covenant.
Waiver by any Party of any breach of the provisions of this Agreement shall not
constitute a waiver of any other provision nor a waiver of any subsequent breach or
violation of any provision of this Agreement. Acceptance by City of any work or services
by Design Professional shall not constitute a waiver of any of the provisions of this
Agreement.
SECTION 29. LAW TO GOVERN; VENUE.
This Agreement shall be interpreted, construed and governed according to the
laws of the State of California. In the event of litigation between the Parties, venue in
state trial courts shall lie exclusively in the County of Riverside, California. In the event
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of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of
California, in Riverside.
SECTION 30. ATTORNEYS FEES, COSTS AND EXPENSES.
In the event litigation or other proceeding is required to enforce or interpret any
provision of this Agreement, the prevailing Party in such litigation or other proceeding
shall be entitled to an award of reasonable attorney's fees, costs and expenses, in
addition to any other relief to which it may be entitled.
SECTION 31. ENTIRE AGREEMENT.
This Agreement, including the attached Exhibits "A" through "C", is the entire,
complete, final and exclusive expression of the Parties with respect to the matters
addressed therein and supersedes all other agreements or understandings, whether
oral or written, or entered into between Design Professional and City prior to the
execution of this Agreement. No statements, representations or other agreements,
whether oral or written, made by any Party which are not embodied herein shall be valid
and binding.
SECTION 32. SEVERABILITY.
If any term, condition or covenant of this Agreement is declared or determined by
any court of competent jurisdiction to be invalid, void or unenforceable, the remaining
provisions of this Agreement shall not be affected thereby and the Agreement shall be
read and construed without the invalid, void or unenforceable provision(s).
SECTION 33. CONFLICTING TERMS.
Except as otherwise stated herein, if the terms of this Agreement conflict with the
terms of any Exhibit hereto, or with the terms of any document incorporated by
reference into this Agreement, the terms of this Agreement shall control.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on
the date and year first-above written.
CITY OF CATHEDRAL CITY ALLIANT CONSULTING, INC.
4t tiL
1" 7 / ( 1 A0,-11100
agitCharles P. McClendon By: "
City Manager Its: ea) )
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ATTEST:
By: 4...
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Its: �µ
r ce . .� e .sillo, CMC
City Clerk
APPROVED AS TO FORM
Eric all
City Attorney
NOTE: DESIGN SIGNATURES Y
NOTARIZED, AND APPROPRIATE I
INCLUDED I ARTICLES
INCORPO
TION, OR OTHER RULES OR REGULATIONS
APPLICABLE f ENTITY.
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A notary public or other officer completing this certificate verifies only the identity of the individual who
signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity
of that document.
ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA
STATE OF CALIFORNIA oe... )
COUNTY OF E= - I 45 6714 124461-371 )
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On 4,16 0.,..6,4, , ,,,a4e 't , 2023
before me, I- jr,a 0,..,.....;itt; i(--e-mi ci ii.,ct La , N SCIUK:714 in b I
Date Name And Title Of Officer(e.g. Jane Doe,Notary Public")
personally appeared
Name of Signer(s)
who proved to me on the basis of satisfactory evidence to be the
person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that helshe/themy executed
the same in nil/her/theft' authorized capacity(ieS), and that by
MS/her/their signature(s) on the instrument the person(s); or the
entity upon behalf of which the person(s) acted, executed the
instrument.
I certify under PENALTY OF PERJURY under the laws of the
State of California that the foregoing paragraph is true and
correct.
,;4;A.,, c no Ko , K
,,4 ""`C, ' ' 1 WITNESS my hand and official seal.
,,..„ .2„.„.,,,, co . 416729 1,
1 of. con, Notary * SIN-Callornia g
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. 6 NN, My Comm Ex ires Oct 7 2026 t
V e t tettn— te,
--- gnauvciH4otary Public
OPTIONAL
Though this section is optional,completing this information can deter alternation of the document or fraudulent
reattachment of this form to an unintended document.
CAPACIT(IES)CLAIMED BY SIGNER(S) DESCRIPTION OF ATTACHED DOCUMENT
Signer's Name:
- Individual
- Corporate Officer
Title(s) Title or Type of Document
- Partner(s) " Limited
- General
- Attorney-In-Fact Number Of Pages
- Trustee(s)
- Guardian/Conservator
- Other:
Date Of Document
Signer is representing:
Name Of Person(s)Or Entity(ies)
Signer(s)Other Than Named Above
A notary public or other officer completing this certificate verifies only the identity of the individual who
signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity
cf that document.
ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA
STATE OFCALIFORNIA )
COUNTY OFRIVERSIDE )
On _ . 2023
before me,
Date - Name And Title wOfficer(e�'Jane Doe,Notary pwm"
personally appeared_ _ .
Name of Signer(s)
who proved tomaon the basis of satisfactory evidence tobethe
person(s) whose nanna(m) io/ona subscribed to the within
instrument and acknowledged to me that ha/mhelthoy executed
the oonnm in his/her/their authorized :apacitv(ies), and that by
his/her/their signature(s) on the instrument the peraon/o\, or the
entity upon behalf ofwhich the person(s) ootmd, executed the
instrument.
| certify under PENALTY OF PERJURY under the |ovvs of the
8bmNa of California that the foregoing paragraph is true and
correct.
WITNESS my hand and official seal.
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EXHIBIT "A"
SCOPE OF SERVICES
SECTION 3: SCOPE OF WORK
Alliant Consulting provides professional Labor Compliance Consulting Services in accordance with local, State and Federal ordinances, laws and regulations
throughout the project. It is anticipated that each project subject to compliance oversight will be unique and the exact scope of work will vary depending on the
project scope, State or Federal funding, specific grant requirements and the specific needs of our client. The approach outlined below identifies the support
services required for full Labor Compliance Oversight, however, is not limited to what is referenced below and may be modified per projects,as required by the
client.
In addition to the method to accomplish scope of work mentioned in Section 2 above,the team will follow the scope of work as described below, based on the
City's scope of services requirement listed in the RFP.Scope of Work,is not limited to what is referenced below and may be modified per projects,as required by
the City.
FILE SET-UP/ PRE-CONSTRUCTION / REPORTING
Assisting City of Cathedral City in Developing Proper Language for Contractor Agreements to Include the Requirements of the State Labor Codes Required for
the Project I Provide Applicable Labor Compliance Contract Addendums I Review of State and/or Federal Project Requirements 1 Pre-Bid, Pre-Construction or
On-Site Meetings I Conduct Presentation Discussing Applicable State Labor Laws and Contractual Labor Compliance Obligations at the Project Pre-
Construction Meeting(if Requested)I Project,LCPtrackere and Server File Set Up I LCPtracker Account Licensing I Contractor and Subcontractor File Set-Up
I Set Up Project-Specific Checklists/Logs I Final Compliance Report to Client and Release of Documents.
LABOR COMPLIANCE OVERSIGHT
Review of Project Information,Funding Requirements,Bid and Contract Documents I Review of Applicable State and/or Federal Prevailing Wage Requirements
I Identify Type of Work Covered Under Prevailing Wage I Collection of Proper Wage Decisions and Applicable Increase Allocations I Collection &Review of
Contractor& Subcontractor Documents, including Weekly Certified Payroll Records, Fringe Benefit Reviews,Annualization Calculations I Answer Contractors'
Questions Regarding Labor Compliance Requirements I Verification of Overtime Rate and Prevailing Wages Paid in Full I Review of Apprenticeship
Regulations and Compliance Status throughout the Project I Audit Workers' Compensation Insurance coverage, Apprenticeship Training, and Trust
Contributions,Work Hour Records and Illegal Taking of Wages I Investigate Unresolved Violations or Claims of Inadequate Payment of Wages or Fringe Benefits
Made by Workers I Regular Communication with All Parties I Submit Monthly Compliance Reports to City of Cathedral City Describing in Detail All Prevailing
Wage Oversight Work Performed During That Month and Identify Outstanding Issues I Submit reports to DIR as required by the City of Cathedral City to Satsfy
Requirements for Project
SITE VISITS & TRAVEL
Field Investigations to Conduct Site Interviews as Required by Client or Funding Source Using Required Site Interview Forms I Investigate Possible Violations or
Claims Filed By Workers I Collect Information During On-Site Interviews Into a Database for Reference and/or Performing Audits of Payroll Records I Maintain
Open Line of Communication With Workers on Project Site I Travel Fees for Site Visits, Meetings and Training Sessions Are Hourly Plus Direct Expenses I
Overnight Stays Require Additional Per Diem
A-1
PROJECT UNDERSTANDING & METHOD TO ACCOMPLISH THE SCOPE OF WORK
Alliant Consulting understands City of Cathedral City needs an experienced, reputable and quality focused consultant to ensure prevailing wage and
apprenticeship requirements are met on the Dream Homes Park Project(CIP No. 07021).With over 20 years of experience performing such responsibilities,
Alliant Consulting is the reliable choice to perform the work.If selected,City of Cathedral City will be assigned a team of labor compliance experts who will work
together to ensure compliance is met by both the City and all contractors performing work on the project.
The team will follow the method to accomplish the scope of work as described below, based on the City's scope of services requirement listed in the RFP.The
approach outlined below identifies the support services required for the sections listed within the RFP's Scope of Work, however, is not limited to what is
referenced below and may be modified per projects,as required by the City.
PRE-PLANNING, PREPARATION & MEETING
Project Preparation
Alliant Consulting shall assist the City in developing and ensuring proper language for their contractor bid solicitations and agreements include the requirements
of the State labor codes required for the project. This includes the required language of any applicable additional mandates due to project funding.Alliant
Consulting will participate in as-needed pre-bid meetings held by the City to inform potential bidders of Labor Compliance requirements for the project.At the pre-
bid meeting Alliant shall review all required forms, the appropriate prevailing wage rates to be utilized for the project and provide contractors with an
understanding of the oversight process anticipated for the project.Alliant shall answer any prevailing wage related questions from interested contractors,the City
or from the general public at this meeting.
Pre-Construction Meeting
Alliant Consulting shall conduct and make a presentation at the pre-construction job meeting with the City, the selected prime contractor and all listed
subcontractors.At this meeting,the applicable labor laws and the contractual obligations of the labor compliance regulations will be discussed,and a summary of
the requirements will be signed by representatives of the City, all contractors and Alliant Consulting.A copy of the project-specific related documents,schedule
and applicable forms will be prepared and distributed to all contractors with detailed instructions of how to maintain compliance throughout the project.Alliant will
be prepared to answer any questions related to prevailing wage at this meeting,so all parties are aware of the compliance standards and oversight process.The
dedicated team from Alliant will be introduced with contact information shared with all parties involved in the project.
Training and Assistance
In addition to presentations at the pre-bid and pre-construction meetings, if requested,Alliant Consulting shall develop training materials and provide training to
the City's personnel regarding payroll collection and review,labor compliance oversight,as well as provide any technical assistance to contractors,as necessary
and allowed by the contract.
Administration
Alliant Consulting shall track and keep logs of all labor compliance activities through the online tracking system as well as through our secure online time and task
tracking program.All files and documents relating to any City projects will be through the secure online system.Alliant shall assist all contractors,workers,and
City staff with prevailing wage requirements,prevailing wage rates,scopes of work and trade requirements.
COMPLIANCE MONITORING AND REVIEW
Collection and Review
Alliant Consulting shall request and ensure receipt of weekly certified payroll records of all workers from the Contractors on each project via electronic submission
utilizing LCPtracker software as preferred by the City.The listed wage rate for every worker will be compared to the prevailing wage rates posted for each trade
and work classification.Additionally,Alliant shall collect and review supporting documents including but not limited to timesheets,daily reports, inspector logs,
pictures,and sign in sheets to reconcile craft work data and to support the information provided in the certified payroll reports.Any discrepancies,omissions,or
inaccuracies in the submitted payrolls will be noted,and Alliant Consulting shall request,via e-mail,immediate clarification and/or corrections from the Contractor.
Alliant will work with the contractor to correct discrepancies, pay restitution to workers as needed and to bring the contractor to compliance. On-going, regular
communication with all parties is intended to help ensure violations are avoided,at all costs.
Apprentices
Alliant Consulting will uphold all apprenticeship requirements in ensuring proper standards are met by maintaining the qualifications of each contractor's
apprentice certifications, hours, and prevailing wage rates paid to all apprentices employed on the project.Alliant Consulting will also ensure the payment of
training contributions to the applicable training committees as part of prevailing wage mandates.
A-2
Site Monitoring
Alliant Consulting's Field Investigators will perform site inspections and conduct interviews with workers from each trade using state required site interview forms.
The number of actual interviews to be done on each project depends on the number of workers and trades on each site and if the workers have been interviewed
previously.Interviews will be conducted as often as necessary to reach the minimum percentages required by state guidelines and to ensure proper payment of
prevailing wage.These site interviews will occur as mandated by state guidelines to investigate possible violations or claims filed by workers.Alliant shall enter
the information collected during these on site interviews into a database for reference and for use in performing cross referencing audits of the payroll records.
Our site monitors are fluent in English and Spanish.Should a workforce have additional language barriers,Alliant will reach out to our vast pool of resources to
ensure the proper translations can be made to ensure compliance.
Alliant Consulting fully intends to include on site interviews within our scope of work to perform accurate labor compliance activities.However,many clients prefer
to perform the required site interviews themselves as a cost saving measure as they usually have representatives on site at least weekly and interviews are fairly
quick and easy to do if trained correctly. If this is preferred by the City,Alliant intends to train City personnel to perform such interviews and will check in on a
regular basis to perform supplemental interviews or,answer any questions the City representative may have.
AUDITS AND INVESTIGATIONS
Audits
Alliant Consulting shall promptly and thoroughly investigate any unresolved payroll irregularities, violations or claims of inadequate payment of wages or fringe
benefits made by workers, City personnel or third-party agencies. Paycheck stubs, time cards, daily logs and any other applicable payroll records may be
requested from the affected contractor(s)and will be compared with the submitted certified payrolls and other supporting payroll documentation for that project
When a discrepancy or potential violation is found,Alliant Consulting shall conduct additional worker interviews and maintain an open line of communication with
workers on the project site in question. In addition to investigating payment of prevailing wage rates and benefits, Alliant Consulting shall audit workers'
compensation insurance coverage,apprenticeship training,trust contributions,work hour records,including overtime wages and illegal taking of wages as part of
the compliance enforcement process.
COMPLIANCE ENFORCEMENT
Compliance Status
In the event that a violation is not remedied within 7 days of notification to the Contractor,Alliant Consulting shall prepare a report to the City requesting
withholding of the affected contractors' payment until full compliance is met.Alliant shall calculate and recommend the amount of back wages, training funds
and/or penalties that the City shall withhold from the affected contractor's payments.Alliant Consulting will work with the non-compliant contractor to maintain
compliance to the fullest extent possible. When the contractor cannot prove compliance,Alliant Consulting shall prepare withholding and penalty requests and
supporting audits and narratives on behalf of the City.
REPORTING
Reports to the City
Alliant Consulting shall submit monthly Progress Status Reports to the City describing in detail all prevailing wage oversight work performed during that month.
The report shall highlight the current compliance status of each contractor and subcontractor on the project and include a summary of caseload management,
active and proposed audits, issues and action items for the following month.Alliant Consulting will provide any as-needed status reports for any compliance
issues outstanding with contractors or subcontractors,as well as prepare final project specific close-out labor compliance reports.Close out reports shall include a
summary of activities performed on the project related to audits,compliance enforcement,wage restitution,penalties issued,and liquidated damages assessed
and collected for each assigned construction project.
A-3
EXHIBIT "B"
CO PENSATION
I. Service ProviderI use the followingin the performance of the
Services:
COMPLIANCE CATEGORY HOURLY ` TE
Management $225
Labor Compliance $195
Site Monitoring $150
II. Cost Estimate..
Descri tion Of Services Price Q Subtotal
LCPtracker Fee $2,000.00 1 $2,000.00
Management lock Of Hours) $225.00 40 $9,000.00
Labor Compliance Oversight $195.00 288 $56,160.00
Quarterly Site Visit(S) 150....0 40 6, 00.00
Service rvi II $73,160.00
BA
EXHIBIT "C"
INSURANCE
A. Insurance Coverages. Service Provider shall provide and maintain
insurance, acceptable to the City, in full force and effect throughout the term of this
Agreement, against claims for injuries to persons or damages to property which may
arise from or in connection with the performance of the Services by Service Provider, its
agents, representatives or employees. Service Provider shall procure and maintain the
following scope and limits of insurance:
Only the following "marked" requirements are applicable:
X Commercial General Liability (CGL): Insurance written on an occurrence
basis to protect Service Provider and City against liability or claims of liability which may
arise out of this Agreement in the amount of one million dollars ($1,000,000) per
occurrence and subject to an annual aggregate of two million dollars ($2,000,000).
Coverage shall be at least as broad as Insurance Services Office form Commercial
General Liability coverage (Occurrence Form CG 0001). There shall be no
endorsement or modification of the CGL limiting the scope of coverage for either
insured vs. additional insured claims or contractual liability. All defense costs shall be
outside the limits of the policy.
X Vehicle Liability Insurance: Vehicle liability insurance in an amount not less
than $1,000,000 for injuries, including accidental death, to any one person, and subject
to the same minimum for each person, in an amount not less than one million dollars
($1,000,000) for each accident, and property damage insurance in an amount of not
less than one million dollars ($1,000,000). A combined single limit policy with aggregate
limits in an amount of not less than $2,000,000 shall be considered equivalent to the
said required minimum limits. Coverage shall be at least as broad as Insurance
Services Office form number CA 0001 covering Automobile Liability, including code 1
"any auto" and endorsement CA 0025, or equivalent forms subject to the approval of the
City.
X Workers' Compensation Insurance: Workers' Compensation insurance that
includes a minimum of one million dollars ($1,000,000) of employers' liability coverage.
Service Provider shall provide an endorsement that the insurer waives the right of
subrogation against the City and its respective elected officials, officers, employees,
agents and representatives. In the event a claim under the provisions of the California
Workers' Compensation Act is filed against City by a bona fide employee of Service
Provider participating under this Agreement, Service Provider is to defend and
indemnify the City from such claim.
C-1
X Professional Liability Insurance: Professional liability insurance appropriate
to the Service Provider's profession in an amount not less than one million dollars
$1,000,000 per occurrence. This coverage may be written on a "claims made" basis,
and must include coverage for contractual liability. The professional liability insurance
required by this Agreement must be endorsed to be applicable to claims based upon,
arising out of or related to Services performed under this Agreement. The insurance
must be maintained for at least three (3) consecutive years following the completion of
Service Provider's services or the termination of this Agreement. During this additional
three (3) year period, Service Provider shall annually and upon request of the City
submit written evidence of this continuous coverage.
B. Other Provisions. Insurance policies required by this Agreement shall
contain the following provisions:
1. All Coverages.
a. Each insurance policy required by this Agreement shall be
endorsed and state the coverage shall not be suspended, voided, cancelled by the
insurer or either Party to this Agreement, reduced in coverage or in limits except after
30 days' prior written notice by certified mail, return receipt requested, has been given to
City.
b. Insurance is to be placed with insurers with a current A.M.
Best's rating of no less than A:VII.
2. Commercial General Liability and Automobile Liability Coverages.
a. City, and its respective elected and appointed officers,
officials, and employees and volunteers are to be covered as additional insureds as
respects: liability arising out of activities Service Provider performs; products and
completed operations of Service Provider; premises owned, occupied or used by
Service Provider; or automobiles owned, leased, hired or borrowed by Service Provider.
The coverage shall contain no special limitations on the scope of protection afforded to
City, and their respective elected and appointed officers, officials, or employees.
b. Service Provider's insurance coverage shall be primary
insurance with respect to City, and its respective elected and appointed, its officers,
officials, employees and volunteers. Any insurance or self-insurance maintained by
City, and its respective elected and appointed officers, officials, employees or
volunteers, shall apply in excess of, and not contribute with, Service Provider's
insurance.
C-2
c. Service Provider's insurance shall apply separately to each
insured against whom claim is made or suit is brought, except with respect to the limits
of the insurer's liability.
d. Any failure to comply with the reporting or other provisions of
the insurance policies, including breaches of warranties, shall not affect coverage
provided to City, and its respective elected and appointed officers, officials, employees
or volunteers.
e. The insurer waives all rights of subrogation against the City,
its elected or appointed officers, officials, employees or agents.
3. Workers' Compensation Coverage. Unless the City Manager
otherwise agrees in writing, the insurer shall agree to waive all rights of subrogation
against City, and its respective elected and appointed officers, officials, employees and
agents for losses arising from work performed by Service Provider.
C. Other Requirements. Service Provider agrees to deposit with City, at or
before the effective date of this Agreement, certificates of insurance necessary to satisfy
City that the insurance provisions of this contract have been complied with. The City
may require that Service Provider furnish City with copies of original endorsements
effecting coverage required by this Exhibit "C". The certificates and endorsements are
to be signed by a person authorized by that insurer to bind coverage on its behalf. City
reserves the right to inspect complete, certified copies of all required insurance policies,
at any time.
1. Service Provider shall furnish certificates and endorsements from
each subcontractor identical to those Service Provider provides.
2. Any deductibles or self-insured retentions must be declared to and
approved by City. At the option of City, either the insurer shall reduce or eliminate such
deductibles or self-insured retentions as respects City or its respective elected or
appointed officers, officials, employees and volunteers, or the Service Provider shall
procure a bond guaranteeing payment of losses and related investigations, claim
administration, defense expenses and claims.
3. The procuring of such required policy or policies of insurance shall
not be construed to limit Service Provider's liability hereunder nor to fulfill the
indemnification provisions and requirements of this Agreement.
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