Request for Proposals
Evaluation of Pedestrian Circulation
Improvement Options in the Anaheim Resort®
October 20, 2023
Questions Due: October 27, 2023, at 5:00 P.M. PT
Proposals Due: December 7, 2023, at 5:00 P.M. PT
Submit bid questions online at:
The City of Anaheim’s Planetbids vendor portal website:
http://www.anaheim.net/vendorportal
City of Anaheim
Department of Public Works
200 S. South Anaheim Boulevard, #276
Anaheim, California 92805
Bid Contact
Joe Alcock
[email protected]
1.01 Purpose of the Request for Proposal
The City of Anaheim (Anaheim ) is interested in conducting a planning/feasibility study in order to evaluate a range of technically, economically, and politically feasible pedestrian circulation concepts in the Anaheim Resort® (Resort).
Findings from this study will be used to finalize pedestrian circulation concepts, identify scoping and preliminary desig n considerations, and also inform decision-making with re spect to future environmental and project development considerations.
1.02 Background
Anaheim is a modern, diverse city with a proud history dating back to its 1857 founding. Anaheim covers over 50 square miles supporting more than 359,000 residents, 24,000 businesses, and 25 million annual visitors. Anaheim is known worldwide as the home of the Disneyland Resort, including Walt Disney’s original Disneyland Park, as well as Angel Stadium and Angels Baseball, Honda Center and the Anaheim Ducks, and the Anaheim Convention Center, the largest convention center on the West Cost.
Within the Resort, there are significant pedestrian volumes traversing its corridors. With planned development, pedestrian volumes are anticipated to increase significantly. These high pedestrian volumes pose considerable circulation challenges to intersection operat ions, vehicular throughput, and pedestrian mobility. Therefore, the city is looking to complete transportation planning (pedestrian mobility/circulation), public outreach and coordination, and PSRE feasibility evaluations on pedestrian circulation concepts in order to plan for the Resort’s future mobility and circulation needs.
1.03 Proposer Eligibility
Anaheim is soliciting proposals from qualified firms to provide the following services.
• Transportation Planning (Pedestrian Mobility/Circulation); • Outreach and Coordination; and
• Project Study Report Equivalent (PSRE) feasibility evaluations
CONTRACTOR(s) or su bcontractors performing relevant work must hold and maintain a valid business license in accordance with all applicable federal, state, and local laws. Qualified PROPOSER(s) that meet the requirements set forth in this RFP, and are capable of providing the services requested, are encouraged to participate.
1.04 Scope of Work
PROJECT OBJECTIVE
To develop, review, screen, and assess the feasibility of pedestrian circulation concepts in the Resort.
CONSULTANT TASKS
Listed below are general tasks the consultant is expected to incorporate into their proposed scope of work. These tasks are not intended to be a comprehensive list, or the only tasks required for this project. Each consultant, shall based on their own expertise, develop a comprehensive and detailed scope of services necessary to achieve completion of the project objective.
1. PROJECT MANAGEMENT
The consultant will designate a Consultant Project Manager (CPM) who will be responsible for overseeing project tasks, development of work products, keeping the project on-track with established schedules and budgets, and maintaining close communication with Anaheim’s Project Manager (APM).
At the outset of the project, the CPM shall prepare and submit a project plan (Plan). The Plan shall include a detailed schedule for all tasks including project delivery dates and anticipated dates for p ublic and stakeholder involvement. Throughout the course of the project, the CPM will be responsible for regular communication with the APM, monthly submittal of progress reports and invoices, and all related data/information for the entire project team.
Monthly progress reports must outline all activities for which charges are being submitted. Prior to the submittal of the first invoice, the CPM shall prepare and submit a draft invoice and status report to the APM for review and approval. Once approved by the APM, this shall become the template for all monthly invoicing and progress reporting throughout the project.
Other project management activities are anticipated to include, but are not limited to, the following:
• Organizing and leading the consultan t project team, implementing the project schedule, providing project deliverables, maintaining budget adherence, conducting project development team (PDT) meetings, maintaining regular coordination with the APM, and conducting outreach and other project related meetings; • The consultant shall prepare all meeting agendas, materials, minutes, and meeting sign-in sheets for all study related meetings, which shall be submitted to the APM at least five days in advance of any meeting; • Keeping the APM abreast of all coordination with outside entities and agencies; • The CPM shall document all key input, findings, conclusions, and decisions made during study efforts and include this information in the Task 2 Final Report; and • Develop and implement a quality assurance/quality control (QA/QC) program for all project deliverables.
Task 1: Summary of Deliverables
Develop draft and final Project Plan
Staffing and preparation for all project related meetings, leading meetings as appropriate, and developing meeting materials and deliverables
Develop and Implement QA/QC plan and procedures
Invoicing, progress reporting, and regular coordination with the APM
2. DEVELOP, REVIEW, SCREEN, AND ASSESS THE FEASIBILITY OF POTENTIAL PEDESTRIAN
CIRCULATION CONCEPTS IN THE RESORT
Under this task, the consultant shall perform the following duties.
• Data Collection: The consultant shall collect and review previously developed and new planning documents for the Resort area and identify the area’s pedestrian circulation issues, co ncerns, and needs. Note:
Documents include, but are not limited to, the Anaheim Resort Specific Plan, Disneyland Resort Specific Plan, Anaheim Resort Mobility Study, proposed Disneyland Forward Project information, and other entitlement projects within the Resort.
The Data Collection effort shall identify existing and planned high pedestrian volume locations in the Resort and identify/recommend priority pedestrian circulation areas in the Resort.
• Develop Purpose and Need (P&N) Statement: Based upon the pedestrian circulation issues, concerns, and needs identified above, the Consultant shall develop a draft P&N Statement. The P&N Statement shall generally follow the Caltrans’ framework (see link below) and will be used throughout the life of the project to justify capital expenditure of funds, structure the development of proposed pedestrian circulation concepts, and to justify selection of a locally preferred alternative (LPA) during the subsequent environmental phase.
https://dot.ca.gov/programs/environmental-analysis/environmental-management/purpose-need
• Project Development Team (PDT) Meeting #1: Once the APM determines that the draft pedestrian circulation issues, concerns, and needs document and P&N statement have been sufficiently developed, the consultant shall schedule the project’s first PDT meeting. At this meeting, the draft pedestrian circulation issues, concerns, and needs and P&N documents will be presented for the PDT’s technical review and input. Note:
the APM will specify PDT membership.
After PDT Meeting #1, the consultant, at the direction of the APM, shall incorporate all applicable PDT comments and then finalize the pedestrian circulation issues, concerns, and needs and P&N documents.
• Develop Initial Pedestrian Circulation Concepts: After PDT Meeting #1, the consultant shall develop initial pedestrian circulation concepts. These concepts shall be focused upon incorporating pedestrian safety, facilitating pedestrian circulation mobility, and efficient throughput, while also addressing area-wide mobility needs, as specified in the final pedestrian circulation issues, concerns, and needs and P&N Statement documents.
For budgetary purposes assume development of up to three initial pedestri an circulation concepts and renderings, with proposed pedestrian bridges generally located in the vicinity of the following locations:
o Harbor Boulevard between Manchester and Disney Way;
o Over Disney Way between the ingress/egress from the East Parking Ar ea and the Garden Walk development;
o Over Katella Avenue from the Garden Walk development (or the vicinity of Clementine Street) to the south side of Katella Avenue;
o Over Harbor Boulevard from the eastside of the proposed Theme Park East District to Convention Way; and
o Over Katella Avenue from the Anaheim Convention Center to the north side of Katella Avenue.
Note: The initial pedestrian circulation concepts shall range from low to high cost and should also be scalable.
• PDT Meeting #2: Once the APM determines that the initial pedestri an circulation concepts and renderings have been developed to a sufficient level of detail, the consultant shall schedule a second PDT meeting to solicit technical feedback.
After the PDT meeting, the consultant shall revise the initial pedestrian circu lation concepts and renderings to address comments received. Once the PDT’s update to the initial circulation concepts and renderings have been approved by the APM, they shall be presented for an initial round of public input.
• Business Stakeholder Meeting #1: The consultant shall organize, convene, develop materials for, and conduct a business stakeholder meeting with the intent of soliciting the business community’s input/comments on the updated pedestrian circulation concepts and renderings. The consulta nt shall document and summarize all comments received during the meeting.
• Public Meeting #1: The consultant shall organize, convene, develop materials for, and conduct a public open house with the intent of soliciting the general public’s input/comments o n the updated pedestrian circulation concepts and renderings. The consultant shall document and summarize all comments received during the meeting.
For this, and all subsequent public outreach efforts, the consultant shall be responsible for securing meeting venues, noticing and marketing workshops/meetings, developing and distributing meeting materials, and inviting and facilitating the attendance of key project constituencies as well as the general public —including underserved communities. The consultant shall provide all collateral materials in English and Spanish and shall conduct all outreach efforts in English with Spanish translation.
• Refine Pedestrian Circulation Concepts: Based upon public input received, the Consultant shall refine the pedestrian circulation concepts and renderings, as appropriate, based upon direction received from the APM.
• Develop Screening Metrics: The consultant shall develop proposed screening metrics for the refined set of pedestrian circulation concepts. The proposed screening metrics shall be developed and structured in order to produce a feasible reduced set of pedestrian circulation concepts. The proposed screening metrics should be based upon standard industry screening metrics, such as identifying the level of improved circulation/mobility, cost/benefit calculations, level of community impact and support, and high -level constructability and right-of-way assessments.
• PDT Meeting #3: Once the APM determines that the refined set of pedestrian circulation concepts and renderings and proposed screening metrics have been developed in sufficient detail to be presented to t he PDT, the consultant shall schedule a third PDT meeting. At this meeting, the objective will be to secure technical input on the refined set of pedestrian circulation concepts and renderings and proposed screening metrics. After the PDT meeting, at the direction of the APM, the consultant shall make modifications to these documents based upon comments received and then finalize the screening metrics.
• Screen Pedestrian Circulation Concepts: Once the refined set of pedestrian circulation concepts and renderings and proposed screening metrics have been updated based upon PDT comments, the consultant shall begin screening the refined set of pedestrian circulation concepts. The screening analysis shall be well documented by the consultant in a Screening Report , which shall fully document the screening evaluation process and conclude by identifying the relative performance of each concept and recommend a feasible reduced set of pedestrian circulation concepts.
• PDT Meeting #4: Once the APM determines that the recommended feasible reduced set of pedestrian circulation concepts and renderings and Screening Report have been developed in sufficient enough detail to be presented to the PDT, the consultant shall schedule a fourth PDT meeting. At this meeting, the objective will be to secure technical input on the recommended feasible reduced set of pedestrian circulation concepts and renderings and Screening Report findings. After the PDT meeting, at the direction of the APM, the consultant shall make modifications to these documents based upon comments received.
• Anaheim Tourism Improvement District (ATID) Committee Meeting #1: Once the APM determines that the recommended feasible reduced set of pedestrian circulation concepts and renderings and Screening Report have been revised in sufficient enough detail to be presented publicly to the ATID Committee, the APM shall schedule an ATID meeting with the objective of securing the Committee’s input on the recommended feasible reduced set of pedestrian circulation concepts and renderings and Screening Report.
After the ATID Committee meeting, the consultant shall revise the recommended feasible reduced set of pedestrian circulation concepts and renderings and Screening Report to reflect the Committee’s input. At the conclusion of this task, the recommended feasible reduced set of pedestrian circulation concepts and Screening Report will be deemed final.
• Detailed Technical Evaluation: After the recommended feasible reduce set of pedestrian circulation concepts has been fin alized, the consultant shall initiate detailed technical evaluation of the remaining circulation concepts. This feasibility assessment shall finalize the scope, schedule, and cost of each of the remaining circulation concepts to generally a PSRE level of detail. The evaluation shall also identify the anticipated level of environmental clearance that will be required for the subsequent PA/ED phase of the project.
The detailed technical evaluation shall generally follow the California Department of Transport ation’s (Caltrans) Project Study Report/Project Development Support (PSR/PDS) framework (see link below) and shall focus on the following key areas of investigation for each remaining circulation concept (i.e. development of preliminary engineering concepts and plans (up to 15%), initial environmental, design standard, circulation performance, storm water, right of way, utility, and risk assessment evaluations).
https://dot.ca.gov/-/media/dot-media/programs/design/documents/pdpm-appendixl-a11y.pdf
Findings from the technical evaluation shall be compiled into a draft PSRE document for review by the APM.
• PDT Meeting #5: Once the APM determines that the detailed technical evaluation has been developed in sufficient enough detail to be presented to the PDT, the consultant shall schedule a fifth PDT meeting. At this meeting, the objective will be to secure technical input on detailed technical evaluation findings and the PSRE document.
After the PDT meeting, at the direction of the APM , the consultant shall make modifications to these documents based upon comments received.
• Business Stakeholder Workshop #2: After PDT #5, the consultant shall organize, convene, develop materials for, and conduct a second business stakeholder meeting with the intent of soliciting the business community’s input/comments on the final set of pedestrian circulation concepts and renderings, and detailed technical evaluation findings. The consultant shall also document and summarize all comments received durin g the meeting.
• Public Meeting #2: After Business Stakeholder Workshop #2, the consultant shall organize, convene, develop materials for the meeting, and conduct a second public open house with the intent of soliciting the general public’s input/comments o n the final set of pedestrian circulation concepts and renderings, and detailed technical evaluation findings. The consultant shall also document and summarize all comments received during the meeting.
• PDT Meeting #6: At the conclusion of the second round of public outreach, the consultant shall schedule the 6th and final PDT meeting, where public outreach findings will be presented for the input and technical consideration of the PDT.
At the conclusion of PDT Meeting #6, the consultant, at the direction of the APM, shall make revisions to the detailed technical evaluation findings and PSRE document based upon comments received.
• ATID Committee Meeting #2: Once final PDT input has been incorporated, the APM shall then schedule a second ATID Committee meeting with the objective of presenting detailed technical evaluation findings and public outreach findings and attempting to discern the Committee’s initial pedestrian circulation concept preferences.
• Planning Commission Workshop #1: Once the ATID Committee has provided input on the objectives specified above, the APM shall schedule a Planning Commission Workshop. The objective of this workshop shall be to provide an overview of the study and project findings.
• City Council Workshop: After Planning Commis sion Workshop #1, the APM shall schedule a City Council Workshop. The objective of this workshop shall be to provide an overview of the study and project findings.
• ATID Committee Meeting #3: After the Planning Commission and City Council Workshops, the A PM shall schedule a final ATID meeting to review comments received from the Planning Commission and City Council and solicit the Committee’s input/direction with regard to potential next steps.
At the conclusion of ATID Meeting #3, the consultant, at the direction of the APM, shall make revisions and finalize various technical documents as necessary, depending upon input received.
• Develop Final Report: After the City Council meeting, the consultant shall develop a draft and Final Report.
The report shall document the planning process that was conducted and shall summarize and discuss all study tasks and activities completed —including information on the data collection process, P&N development, development of the initial, refined, and final feasible recommended set of pedestrian circulation concepts, a summary of outreach efforts and input received, the screening process, development of the detailed technical evaluation process, as well as any pertinent policy input that was received throughout the course of the Study. Note: The final Screening Report, PSRE document, technical report findings, and any other pertinent technical information that will be developed throughout the course of the study shall also be included as attachments to the Final Report.
Task 2: Summary of Deliverables
Data Collection: Develop draft Pedestrian Circulation Issues, Concerns and Needs Report.
Develop P&N Statement: Develop draft P&N Statement.
Materials in support of PDT Meeting #1: Review Draft Pedestrian Circulation Issu es, Concerns & Needs Report and Purpose and Need Statement, incorporate comments, and finalize documents.
Develop Initial Pedestrian Circulation Concepts: Develop up to three initial pedestrian circulation concepts—including high level renderings of each concept.
Materials in support of PDT Meeting #2: Solicit input on initial pedestrian circulation concepts and renderings and revise as appropriate.
Materials in support of Business Stakeholder Meeting #1: Solicit input/comments on initial pedestrian circulation concepts and renderings and document and summarize comments.
Materials in support of Public Meeting #1: Solicit input initial/comments on initial pedestrian circulation concepts and high-level renderings and document and summarize comments.
Refine Initial Pedestrian Circulation Concepts: Refine initial pedestrian circulation concepts and renderings, as appropriate, based upon input received.
Develop Screening Metrics: Develop draft screening metrics for the refined set of pedestrian circulation concepts based upon industry standard screening metrics designed to produce a feasible reduced set of pedestrian circulation concepts.
Materials in support of PDT Meeting #3: Solicit input on the refined set of pedestrian circulation concepts and renderings, make revisions as appropriate, and finalize screening metrics.
Screen Pedestrian Circulation Concepts: Develop draft Screening Report documenting the screening evaluation p rocess, the relative performance of each pedestrian circulation concept and recommend a feasible reduced set of pedestrian circulation concepts.
Materials in support of PDT Meeting #4: Solicit input on recommended feasible reduced set of pedestrian circulation concepts and renderings and Screening Report and revise documents based upon input received.
Materials in support of ATID Meeting #1: Solicit input on recommended feasible reduced set of pedestrian circulation concepts and renderings and Screening Report, revise documents based upon input received, and then finalize recommended feasible set of pedestrian circulation concepts and Screening Report.
Detailed Technical Evaluation: Perform detailed technical evaluations (i.e., feasibility assessments) on remaining circulation concepts generally consistent with Catlrans’ Project Study Report (PSR) process and then develop draft PSRE document.
Materials in support of PDT Meeting #5: Solicit input on detailed technical evaluation findings and draft PSRE document, and revise documents based upon comments received.
Materials in support of Business Stakeholder Meeting #2: Solicit input on the final reduced set of pedestrian circulation concepts and renderings and detailed technical evaluation findings, and document and summarize all comments received.
Materials in support of Public Meeting #2: Solicit input on the final reduced set of pedestrian circulation concepts and renderings and detailed technical evaluation findings, and document and summarize all comments received.
Materials in support of PDT Meeting #6: Present public outreach findings for technical input and consideration by the PDT and revise detailed technical evaluation findings and PSRE documents based upon applicable input received.
Materials in support of ATID Meeting #2: Present detailed technical evaluation and public outreach findings and attempt to discern the Committee’s initial preferred pedestrian circulation concept preferences.
Materials in support of Planning Commission W orkshop #1: Provide overview of the study and project findings.
Materials in support of City Council Workshop: Provide overview of the study and project findings.
Task 2: Summary of Deliverables cont’d
Materials in support of ATID Meeting #3: Provide overview of comments received at Planning Commission & City Council workshops and solicit Committee’s input/direction on next steps. Make final technical document revisions based upon comments received.
Develop Final Report: Develop draft and final report documenting study tasks and activities completed. The final Screening Report, PSRE document, technical report findings, and any other technical documents that were developed throughout the course of the stu dy shall be included as attachments to the Final Report.
1.05 General Requirements
CONTRACTOR(s) shall be licensed and specify the classification of the license(s) possessed at the time of submission and such license(s) shall be appropriate for the work being executed and shall maintain such license(s) for throughout the duration of the contract, as well as furnish and maintain Commercial General Liability, Comprehensive Automobile Liability, and Worker’s Compensation Insurance.
CONTRACTOR(s) shall clearly identify project participants and management team, including:
a) Describing your firm's experi ence as may be applicable to this RFP, your organizational structure, management qualifications, and other contract related qualifications, including number of years firm has been in business. b) Specifying key employees and describing their qualifications, experience and duties related to this RFP, including the office location(s) where work will be performed, in addition to the physical street address. c) State whether CONTRACTOR(s) will use subcontractors to perform services pursuant to the contract. Should the use of subcontractors be offered, the Respondent shall provide the same assurances of competence for the subcontractor, plus the demonstrated ability to manage and supervise the subcontracted work. Subcontractors shall not be all owed to further subcontract with others for work. The provisions of any contract resulting from this RFP shall apply to all subcontractors in the same manner as to the Respondent. d) CONTRACTOR(s) shall indicate any and all pending litigation that could affect the viability of Respondent’s proposal, continuance of existing contracts, and operation or financial stability.
1.06 Agreement
The terms and conditions of the agreement (Agreement) to be entered into between the City of Anaheim and the Successful Proposer are attached hereto as Appendix I. Respondents must include any exceptions to this Ag reement within their Proposal. Anaheim may consider these exceptions but is under no obligation to accept them. Anaheim will not accept any exceptions not included in the Proposal. The highest ranked Proposer shall sign the Agreement and submit all required evidences of insurance, within fifteen (15) days after Anaheim has requested it or such longer period as the City of Anaheim may allow in its sole discretion. In case of failure of the highest ranked Proposer to execute and return the Agreement and all required documents within the time allowed or within any exte nsion period granted by Anaheim, the City of Anaheim may, at its option, consider that the highest ranked Proposer has abandoned the contract and select the next most qualified Respondent or call for ne w proposals, whichever Anaheim deems most appropriate. If contract negotiations cannot be concluded successfully, Anaheim may negotiate an Agreement with another Respondent or withdraw the RFP without any cost or obligation of the City. In the event the City Council does not approve the recommendation to award, the RFP may be cancelled without any cost or obligation of the City.
Respondent shall provide insurance coverage and indemnify Anaheim as described in Appendix II. Any exception must declared as set forth above.
1.07 Non-Collusion Clause
The CONTRACTOR agrees to sign a non-collusion affidavit to be executed by the bidder and submitted with the bid.
The non-collusion affidavit will be included as part of the bid documents. See Appendix III.
1.08 Questions and Communications
All questions, concerns or comments regarding this RFP may only be submitted via Anaheim’s Planetbids vendor portal website (https://pbsystem.planetbids.com/portal/14424/bo/bo-search). Answers to such inquiries, as well as any revisions to the request for proposal, will be publicly posted on the vendor portal in the form of an addendum.
The City of Anaheim’s policy is to provide fair and open competition and to ensure that accurate and complete information is communicated to all interested parties. Therefore, any verbal or written communications between any Proposer or its representatives, agents or others acting on their behalf, and any other City of Anaheim employee, contractor, commission member, or elected or appointed official regarding this procurement are strictly prohibited from the time the RFP is issued until the date of execution of the contract. Any violation of the communication process set forth in this section may be grounds for disqualification of the offending firm from participation in this procurement.
1.09 City’s Requirement for Business License
During the term of the contract, the CONTRACTOR shall obtain and keep in full force and effect, all business licenses required by the City. For additional information regarding the applicability of the City’s business licenses, contact the Business License Division at (714) 765-5194.
2.01 Evaluation Factors for Award
Evaluation of proposals will be based on a fair, impartial, and competitive selection process.
The City reserves the right to select a CONTRACTOR based solely on the information submitted in the proposal and to make a contract award without any further discussion with the PROPOSERs regarding the responses received. Therefore, responses should be submitted initially on the most favorable terms available to the City. The City also reserves the right to conduct discussions with Proposers who submit proposals.
Criteria Max Points
Ability of the Consultant firm to perform the specific tasks outlined in the RFP. 20 Qualifications of the specific individuals who will work on the project. 10 Amount of time and involvement of key personnel who will be involved in respective portions of the project.
10 Reasonableness of the fee requested to do the work. 20 Demonstrated record of success by the Consultant on work previously performed. 10 Specific Method and techniques to be employed by the consultant on the projects. 15 Interview (if necessary) 15
Total 100
Notification: Any firm or firms submitting proposals judged as being "most qualified" by the selection committee may be contacted and asked to provide additional information to supplement their initial proposal. Staff will develop a contract with the selected applicant and the final contract will be subject to City Council approval.
2.02 RFP Deadline
Please submit the final response/proposal in the format specified in Section 2.03 no later than December 7, 2023, 5:00 PM.
Proposals received after the required time and date specified will be considered late and non-responsive and will not be evaluated for award.
Proposals that are incomplete or non-responsive will not be considered during the evaluation process.
All questions regarding this RFP must be submitted through the vendor portal. If any answers are prepared by the City, they will be posted on the vendor portal.
Activity Date
Release of Request for Proposal October 20, 2023
PROPOSER Questions Due October 27, 2023, 5:00 PM
Response to Questions Posted November 3, 2023, 5:00 PM
RFP Close Date / Proposals Due December 7, 2023, 5:00 PM Anticipated City Council Approval February/March, 2024 Implementation Start Date Within 30 days of City Council Approval
2.03 Submission of Proposal
Please submit the final response/proposal electronically no later than 5:00 PM Pacific Time, on December 7, 2023, via Anaheim’s Planetbids vendor portal website: http://www.anaheim.net/vendorportal
Submission of a proposal shall constitute acknowledgment and acceptance of all terms and conditions contained in this RFP and all exhibits and attachments hereto.
Proposal Response Format: In order to assist in the fair and equitable evaluation of all responses, PROPOSERS are being asked to adhere to the specific response format set forth below. Responses that deviate from the requested format may be classified as “non -responsive” at the discretion of the City and may be subject to disqualification. Marketing information will not be accepted in lieu of direct response to all requirements and questions.
Proposals should be organized in a bookmarked PDF document that includes the following sections and content and should not be more than 25 pages:
Section Description
1. Executive
Summary
Please provide general information describing company size, PROPOSER’S Licenses and classifications possessed, office locations, and relevant firm capabilities.
2. Experience Explain your organization’s capability to achieve the objectives of this project with reference to prior experience, available resources, and the qualifications of your project team.
3. Project Team Identify the team to be assigned to the project by name, including project manager, and other key team members. Provide qualifications and resume s for each team member.
Resumes can be provided as appendices, which will not count toward the 2 5 page proposal limitation.
4. Project
Schedule
Provide a proposed project schedule identifying key tasks and their associated durations.
5. Project
Management
Identify in sufficient detail the approach to understanding of the project for each phase of work to include approach to quality control, quality assurance, methods for managing cost and management to ensure product delivery (in on time and budget).
6. Resource
Management
Outline projected hours to be spent on the project by each team member for services described in the Scope to include professional service rate for each team member.
7. Experience
Submit a summary of a recent project that is similar in scope that may reflect the quality of work your firm has provided. Please also provide information on recent projects similar in nature to the proposed project to document your firm’s expertise, experience, and ability to complete the proposed project in a timely manner.
8. Cost Proposal All information regarding total project cost must be submitted.
9. Schedule of
Hourly Rates
List titles and rate schedules.
10. References List three project references with name, address, phone number, and contact person(s) in Appendix IV.
11. RFP Exceptions
or Alternatives
Specifically identify exceptions or alternatives to this RFP.
3.01 City of Anaheim General Conditions: Requests for Proposals
ACCEPTANCE PERIOD Unless otherwise specified herein, proposals are firm for a period of one hundred eighty (180) days after sumission and such period may be extended by mutual agreement.
ADDENDA ACKNOWLEDGMENT Each Proposal shall include specific acknowledgment of receipt of all addenda issued during the solicitation period. Failure to so acknowledge may result in the Proposal being rejected as not responsive. In electronic Proposals, such acknowledgement is done online.
ASSIGNMENT OF RIGHTS OR OBLIGATIONS Except as noted hereunder, the Successful Proposer may not assign, transfer, or sell any rights or obligations resulting from this solicitation without first obtaining the specific written consent of the City.
AUTHORIZED SIGNATURES Every Proposal must be signed by the person or persons legally authorized to bind the Proposer to a contract for the execution of the work and/or delivery of products. Upon request by the City of Anaheim, any agent submitting a proposal on behalf of a Proposer shall provide a current power of attorney certifying the agent’s authority to bind the Proposer.
AWARD OF PROPOSAL An evaluation committee will be established by the City. The committee will evaluate all proposals received in accordance with the selection criteria. Award will be made to the most qualified Proposer after consideration of all selection criteria set forth herein.
The evaluation committee reserves the right to contact and evaluate the Proposer's and (if applicable) sub - contractor’s references; contact any Proposer to clarify any response; contact any current users of a Proposer’s services; solicit information from any available source concerning any aspect of a proposal; and seek and review any other information deemed pertinent to the evaluation process.
Oral interviews may, at the City's sole option, be conducted with responsible Proposers who submit proposals determined to be most likely to best meet the needs of the City. Discussions may be for the purpose of clarification to assure full understanding of, and responsiveness to, the solicitation requirements. Proposers shall be accorded fair and equal treatment with respect to any opportunity for discussion and written revision of proposals. If the evaluation committee detmerines that an interview is not necessary, the total points possible will be 85.
Unless otherwise indicated, revisions may be permitted after submissions and before award for obtaining best and final proposals. In conducting discussions, the City will not disclose information derived from proposals submitted by competing Proposers.
A notification of intent to award may be sent to any Proposer selected. Award is contingent upon the successful negotiation of final contract terms and the approval of the Anaheim City Council. Negotiations shall be confidential and not subject to disclosure to competing Proposers unless an agreement is reached.
CANCELLATION OF SOLICITATION The City may cancel this solicitation at any time, without obligation.
COMPLIANCE WITH LAWS The Sucessful Proposer shall adhere to all applicable federal, state, and local laws, codes, and ordinances including, but not limited to, those promulgated by CAL -OSHA, FED-OSHA, EPA, the California State Department of Health Services, and City of Anaheim.
CONTRACT DOCUMENTS, EXAMINATION OF It is the responsibility of the Proposer to thoroughly examine and be familiar with legal and procedural documents, general conditions, all forms, specifications, scope of work, drawings, plans, and addenda (if any), hereinafter referred to as Contract Documents. Proposer shall satisfy himself/herself/itself as to the nature, quantity, and quality of work to be performed and materials, labor, supervision, equipment and permits necessary to perform the work as specified by the Contract Documents. The failure or neglect of the Proposer to examine the Contract Documents shall in no way relieve him/her/it from any obligations with respect to the solicitation or contract. The submission of a Proposal shall constitute an acknowledgment, upon whi ch the City of Anaheim may rely, that the Proposer has thoroughly examined and is familiar with the Contract Documents. No claim will be allowed for additional compensation that is based upon a lack of knowledge of any solicitation document.
DEFINITION OF TERMS For the purposes of this RFP, the following definitions will be used:
1.City of Anaheim – The entity issuing the RFP. May be used interchangeably with the words “City of Anaheim”, “Anaheim”, “City”, “Public Works Department”, “Public Works”, “Department”, or “APW”.
Evaluation Committee -. A committee established by the City to review, evaluate, and score the proposals, and to recommend award to the Proposer that submitted the proposal determined by the committee to be in the best interest of the City.
Proposer - The person or firm making the offer. May be used interchangeably with the words “Bidder,” “Prospective Bidder” and “Respondent.”
Proposal - The offer presented by the Proposer.
RFP - Acronym for Request for Proposals.
Submission Deadline - The date and time on or before which all proposals must be submitted.
Successful Proposer - The person, or firm to whom the award is made. May be used interchangeably with the words “Successful Proposer,” “Contractor” and “Successful Respondent.”
DISQUALIFICATION OF PROPOSER If there is reason to believe that collusion exists among the Proposers, the City may refuse to consider proposals from participants in such collusion. No person, firm, or corporation under the same or different name, shall make, file, or be interested in more than one proposal for the same work unless alternate proposals are called for. Reasonable ground for believing that any Proposer is interested in more than one Proposal for the same work will cause the rejection of all Proposals for the work in which a Proposer is interested. A person, firm, or corporation who has submitted a sub-Proposal to a Proposer, or who has quoted prices on materials to a Proposer, is not thereby disqualified from submitting a sub -Proposal or quoting prices to other Proposers . Proposers shall submit as part of their Proposal documents the completed Non-Collusion Affidavit provided herein.
FIRM PRICE PERIOD Unless specified otherwise herein, Proposer’s offer shall remain valid and firm for a period of not less than one hundred eighty (180) calendar days from the Submission Deadline.
INFORMED PROPOSER Proposers are expected to fully inform themselves as to the conditions, requirements, and specifications before submitting proposals. Failure to do so will be at Proposers’ own risk and they cannot secure relief on the plea of error.
INTERPRETATION OF CONTRACT DOCUMENTS; ADDENDA If any person is in doubt as to the true meaning of any part of the specifications or other Contract Documents, or finds discrepancies or omissions in the specifications, he/she/it may submit to the City of Anaheim a written request for an interpretation or correction. Requests for interpretations shall be made online through the vendor portal at http://www.anaheim.net/vendorportal at least twenty (22) days before the Submission Deadline, unless a different date is stated in the specific RFP. The requesting party is responsible for prompt delivery of any requests. When the City of Anaheim considers interpretations necessary, interpretations will be in the form of a written addendum to the Contract Documents, which will be posted on the City's website at http://www.anaheim.net/vendorportal for all Proposers to reference. All such addenda shall become a part of this RFP.
Oral and other interpretations or clarifications shall be without legal or contractual effect. It is the responsibility of ea ch Proposer to ensure the City of Anaheim has their correct business name, address, phone number, and email on file. Any prospective Proposer who obtained a set of Contract Documents from anyone other than the City of Anaheim is responsible for verifying the accuracy and completeness of the documents, and for regist ering as a Prospective Bidder at http://www.anaheim.net/vendorportal in order to receive subsequent addenda.
NONDISCLOSURE Until such time that the City Council awards the contract, the Proposer agrees that its proposal shall not be made available to any individual or organization without the prior written approval of the City of Anaheim. The Master copy of each proposal shall be retained for official files and will become a public record after the award of a contract, unless the City of Anaheim determines, in its sole discretion, that the proposal or specific parts of the proposal are exempt from disclosure under California law.
NON-COLLUSION AFFIDAVIT Respondents are required to submit a Non -Collusion Affidavit with their Proposals. See enclosed Affidavit in Appendix III.
OFFERS OF MORE THAN ONE PRICE Unless otherwise specified within these RFP documents, Proposers are not allowed to submit more than one proposal.
OPENING OF PROPOSALS The City of Anaheim reserves the right to postpone the Submission Deadline and opening of proposals any time before the date and time announced in the Request for Proposals or subsequent addenda.
PRE-PROPOSAL CONFERENCE When applicable, a pre-proposal conference may be scheduled to allow Proposer’s to view the jobsite and/or ask questions concerning the specifications or proposal content. If a pre-proposal conference is to be held, the date, time, and location will be indicated on the RFP documents, and the conference will be designated to be either optional or mandatory. Proposals will not be considered from Respondents who failed to attend a mandatory pre - proposal conference.
PROPOSAL CONTENT Proposer must describe in detail how he/she/it will meet the requirements of this RFP, and may provide additional related information with his/her/its proposal. Responses to each section and subsection should be labeled to indicate which item is being addressed. Proposals should be straightforward and concise and provide "layman" explanations of technical terms that are used. Emphasis should be concentrated on conforming to the RFP instructions, responding to the RFP requirements, and on providing a complete and clear description of the offer. If a complete response cannot be provided without referencing supporting documentation, you must provide such documentation with the proposal indicating where the supplemental information can be found.
Proposals must include all proposed terms and conditions, including, without limitation, written warranties, maintenance/service agreements, license agreements, lease purchase agreements (if applicable), and the Proposer’s standard contract language.
PROPOSAL COSTS The City is not liable for any costs incurred by Proposers before entering into a formal contract. Costs of developing the proposals or any other such expenses incurred by the Proposer in responding to the RFP, are entirely the responsibility of the Proposer, and shall not be reimbursed in any manner by the City.
PROPOSAL FORMS Proposals must be submitted on the forms supplied, or in the format requested, by the City of Anaheim. For proposals submitted electronically, all required forms must be uploaded in the area provided in the ve ndor portal.
PROPOSAL MODIFICATIONS Any Proposer who wishes to make modifications to a proposal already received by the City of Anaheim must withdraw his/his/its proposal in order to make the modifications. Withdrawals must be made in accordance with the terms and conditions of this solicit ation (see Withdrawal of Proposal). For proposals submitted in paper form, all modifications must be made in ink, properly initialed by Proposer’s authorized representative, executed, and resubmitted in accordance with the terms and conditions of this solicitation. Electronic submissions may be withdrawn and resubmitted
online. It is the responsibility of the Proposer to ensure that modified or withdrawn proposals are resubmitted before the Submission Deadline.
PROPOSAL OPENING AND RESULTS Only the names o f the Proposers submitting proposals will be posted after opening. After an award is made, proposals received will become public record and made available, except as limited by law, upon request to the City Clerk.
PROPOSER'S BACKGROUND Proposer must provide a company profile. Information required is shown on the enclosed Request for Proposal. If so requested, Proposer must include in his/her/its proposal a complete disclosure of any alleged significant prior or ongoing contract failures, any civil or cr iminal litigation or investigation pending which involves the Proposer or in which the Proposer has been judged guilty or liable. Failure to comply with the terms of this provision will disqualify any proposal. The City reserves the right to reject any proposal based upon the Proposer’s prior history with the City or with any other party, which documents, without limitation, unsatisfactory performance, adversarial or contentious demeanor, significant failure(s) to meet contract milestones or other contractual failures.
PROPOSER'S REFERENCES Proposers may be required to provide references from similar projects performed for any other clients. Information required is shown on the Request for Proposal.
REJECTION OF PROPOSALS, WAIVER OF INFORMALITIES The City reserves the right to reject any or all proposals, or any part of a proposal. The City reserves the right to reject the proposal of any Proposer who previously failed to perform adequately for the City or any other client. The City expressly reserves the right to reject the proposal of any Proposer who is in default on the payment of taxes, licenses, or other monies due the City of Anaheim.
SIGNATURES An individual who is authorized to bind the Proposer must sign the proposal.
SUBCONTRACTOR’S COMPETENCY In the event subcontractors are allowed, the Successful Proposer will be required to establish to the satisfaction of the City of Anaheim the competency, reliability and responsibility of the subcontractors proposed to furnish or perform 10% or more of the work described in the Contract Documents. Before the award of the contract, the City of Anaheim will notify the Proposer in writing if, after due investigation, the City of Anaheim has reasonable objection to any proposed subcontractor. If the City of Anaheim has reasonable objection to any subcontractor the Proposer shall submit an acceptable substitute to the City. Persons and entities proposed by the Proposer to be used as subcontractors, and to whom the City of Anaheim has made no reasonable objection, must be used on the work for which they were proposed and shall not be changed except with the written consent of the City of Anaheim.
SUBMISSION METHOD The City issues and receives most solicitations electronically through the vendor portal.
Telephone, facsimile, or late Proposals will not be accepted or considered.
TAXES Successful Proposer shall pay all federal, state and taxes, levies, duties and assessments of every nature due in connection with any work, services, or products under the contract and shall indemnify and hold harmless the City of Anaheim from any liability on account of any and all such taxes, levies, duties, assessments and deductions. Proposal prices shall include allowance for said taxes.
TERMS OF THE OFFER The City reserves the right to negotiate final contract terms with any Proposer selected. Proposer understands and acknowledges that the representations above are material and important, and will be relied on by the City in evaluation of the proposal. Proposer misrepresentation shall be treated as fraudulent concealment from the City of the facts relating to the proposal.
– End of General Conditions –
Appendix I: Agreement
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28 OFFICE OF THE CITY ATTORNEY
CITY OF ANAHEIM
200 S. ANAHEIM BOULEVARD, SUITE 356
ANAHEIM, CA 92805
(714) 765-5169
FAX (714) 765-5123
A G R E E M E N T
THIS AGREEMENT ("Agreement"), dated for purposes of identification only this ____ day of ____________, 2024 is made and entered into by and between the
CITY OF ANAHEIM, a municipal corporation,
hereinafter referred to as "ANAHEIM,"
A
N
D
_
,a ,
hereinafter referred to as "CONSULTANT."
ANAHEIM and CONSULTANT are sometimes individually referred to herein as "Party" and collectively as "Parties."
W I T N E S S E T H:
WHEREAS, ANAHEIM is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of Cal ifornia and the Charter of the City of Anaheim; and
WHEREAS, ANAHEIM desire s to engage CONSULTANT to provide a pedestrian circulation improvement study to evaluate a range of technically, economically, and politically feasible pedestrian circulation improvement concepts for the Anaheim Resort Area (the “Project”); and
WHEREAS, CONSULTANT possesses the skill, experience, ability, background, certification and knowledge to provide the services for the Project as described in this Agreement; and
WHEREAS, ANAHEIM has solicited and received a proposal from CONSULTANT dated________________, has reviewed the previous experience and evalu ated the expertise of CONSULTANT, and desires to retain CONSULTANT to render services under the terms and conditions set forth in this Agreement.
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28 OFFICE OF THE CITY ATTORNEY
CITY OF ANAHEIM
200 S. ANAHEIM BOULEVARD, SUITE 356
ANAHEIM, CA 92805
(714) 765-5169
FAX (714) 765-5123
NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL
PROMISES, COVENANTS AND CONDITIONS HEREIN CONTAINED, THE PARTIES HERETO AGREE AS FOLLOWS:
1. SERVICES TO BE PROVIDED BY CONSULTANT
In compliance with all of the terms and conditions of this Agreement, CONSULTANT shall provide to ANAHEIM all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the service s necessary for the Project ( "Services"). The Services are more particul arly described in the Proposal dated _________________, attached hereto as Exhibit "A" and incorporated herein by this reference ("Scope of Services "). ANAHEIM may elect to delete certain tasks of the Scope of Services at its sole discretion.
2. TERM
The term of this Agreement shall commence on the Effective Date of this Agreement as set forth in Section 38 herein, and shall terminate upon the completion of the Services described herein, unless terminated earlier as set forth in Section 25 herein ("Term").
3. TIME OF PERFORMANCE
3.1 Time is of the essence in the performance of this Agreement and the Services shall be performed to completion in a diligent and timely manner. The failur e by CONSULTANT to perform the S ervices in a diligent and timely man ner may result in termination of this Agreement by ANAHEIM.
3.2 The time period(s) specified for performance of the Services rendered , pursuant to this Agreement, shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of CONSULTANT, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, pestilence, and other natural catastrophes, epidemics, quarantine restrictions, riots , strikes, freight embargoes, wars, litigation, civil disturbance or disobedience, labor dispute, labor or material shortage, sabotage, government priorities, restraint by court order or public authority and action or non -action by or inability to obtain the necessary authorization or approvals from
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28 OFFICE OF THE CITY ATTORNEY
CITY OF ANAHEIM
200 S. ANAHEIM BOULEVARD, SUITE 356
ANAHEIM, CA 92805
(714) 765-5169
FAX (714) 765-5123
any governmental agency or authority, and/or acts of any governmental agency, including ANAHEIM, which by the exercise of due diligence such Party could not reasonably have been expected to avoid and which by exercise of due diligence has been unable to overcome, if CONSULTANT shall within ten (10) days of the commencement of such delay notify the Project Administrator in writing of the causes of the delay. The Project Administrator shall a scertain the facts and the extent of delay, and may extend the time for performing the Services for the period of the enforced delay if , in the judgment of the Project Administrator , such delay is justified.
The Project Administrator’s determination shall be final and conclusive upon the Parties to this Agreement. In the event of delay, however caused, CONSULTANT’s sole remedy shall be an extension of the Agreement, pursuant to this Section, and CONSULTANT shall not be entitled to recover damages against ANAHEIM.
4. COMPENSATION
4.1 ANAHEIM shall pay CONSULTANT for the Services rendered, pursuant to this Agreement, on a time and materials basis at CONSULTANT's hourly rates and charges set forth in the Fee Proposal attached hereto as Exhibit " A" and inc orporated herein by this reference (" Fee Structure "). CONSULTANT and ANAHEIM agree that no changes to the hourly rates and charges set forth in the Fee Structure shall be made during the term of this Agreement without the prior written approval of ANAHEIM.
4.2 It is understood by and agreed between the P arties to this Agreement that full and complete payment for all Services provided in accordance with this Agreement shall not exceed ________________ ($__________) (“Contract Amount”).
4.3 Extra Work. The Director of Public Works is authorized to approve additional expenditures to be paid to CONSULTANT, pursuant to this Agreement, for Extra Work not included in the Scope of Services, in the amount of _________ (____%) of the Contract Amount provided above, if the Director of Public Works determines, in their sole discretion, that the additional Extra Work is necessary for the successful completion of the Services.
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28 OFFICE OF THE CITY ATTORNEY
CITY OF ANAHEIM
200 S. ANAHEIM BOULEVARD, SUITE 356
ANAHEIM, CA 92805
(714) 765-5169
FAX (714) 765-5123
.01 In no event shall CONSULTANT render Extra Work beyond the scope of this Agreement without the written authorization of the Director of Public Works. .02 All Extra Work approved in writing by the Director of Public Works shall be billed at either the rates set forth in the Fee Schedule or at a fixed price, at ANAHEIM’s sole discretion. If billed at a fixed price, CONSULTANT shall provide ANAHEIM with general description of the Extra Work to be performed with a proposed price.
At such time as the Director of Public Works has approved the Extra Work, has agree d to a fixed price for the services, and has notified CONSULTANT of such approval and agreement in writing, CONSULTANT shall perform the Extra Work.
.03 Except as specifically provided herein, no additional Services or Extra Work beyond the scope of thi s Agreement shall be rendered by CONSULTANT unless previously authorized in writing by the Director of Public Works. .04 As used herein, “Extra Work” means any work that is determined by ANAHEIM to be necessary for the proper completion of the Services , but which is not included within the Scope of Services and which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement.
4.4 CONSULTANT shall submit monthly invoices to ANAHEIM describing the work performed t he preceding month. CONSULTANT’s bills shall include the name of the person who performed the work, a brief description of the Services performed and/or the specific task in the Scope of Services to which it relates, the date the Services were performed, the number of hours spent on all work billed on an hourly basis, and a description of any reimbursable expenditures. ANAHEIM shall pay CONSULTANT no later than thirty (30) days after approval of the monthly invoice by ANAHEIM staff.
4.5 All parties recognize that the continuation of this Agreement after the close of any fiscal year of ANAHEIM, which fiscal year ends on June 30 of each year, shall be subject to budget approval providing for or covering such contract items as an expenditure in said budget. ANA HEIM does not represent that said budget item will be actually adopted, said determination being the determination of the City Council at the time of the adoption of the
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28 OFFICE OF THE CITY ATTORNEY
CITY OF ANAHEIM
200 S. ANAHEIM BOULEVARD, SUITE 356
ANAHEIM, CA 92805
(714) 765-5169
FAX (714) 765-5123
budget herein. No penalty shall accrue to ANAHEIM in the event this provision shall b e exercised. Should termination be accomplished in accordance with this Section, a settlement shall be negotiated by the parties based on items delivered, services provided, monies paid and monies due.
5. PROJECT MANAGER
5.1 CONSULTANT shall designate a Project Manager, who shall coordinate the Services. This Project Manager shall be available to ANAHEIM at all reasonable times during the Term of this Agreement. CONSULTANT has designated ___________ to be its Project Manager. It is expressly understood that the experience, knowledge, capability and reputation of the foregoing Project Manager is a substantial inducement for ANAHEIM to enter into this Agreement. Therefore, the foregoing Project Manger shall be responsible during the Term of this Agreemen t for directing all activities of CONSULTANT and devoting sufficient time to personally supervise the provision of Services hereunder. The foregoing Project Manager may not be changed by CONSULTANT and no other personnel may be assigned to supervise the S ervices to be provided hereunder without the expre ss written consent of ANAHEIM.
5.2 Any personnel or subcontractor, if any, who fail or refuse to perform the Services in a manner acceptable to ANAHEIM, or who are determined by ANAHEIM, in its sole discretion, to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, or a threat to the safety of persons or property, shall be promptly removed from the Project by CONSULTANT at the request of ANAHEIM. CONSULTANT warrants that it will continuously furnish the necessary personnel to complete the Services on a timely basis as contemplated by this Agreement.
6. ADMINISTRATION
This Agreement will be administered by the ANAHEIM Department of Public Works. The following employ ees of the ANAHEIM Department of Public Works shall be authorized to take the following actions:
6.1 The Director of Public Works or his or her designee is authorized to take
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28 OFFICE OF THE CITY ATTORNEY
CITY OF ANAHEIM
200 S. ANAHEIM BOULEVARD, SUITE 356
ANAHEIM, CA 92805
(714) 765-5169
FAX (714) 765-5123
any action on behalf of ANAHEIM as set forth herein in this Agreement, includin g, but not limited to extra work, compensation, renewal or termination of Services.
6.2 The Project Administrator shall have the power to act on behalf of ANAHEIM for review and approval of all Services performed by CONSULTANT under this Agreement. The Project Administrator shall not be authorized to approve extra work, changes to compensation or rates, renewal or termination of Services under this Agreement.
7. STANDARD OF CARE
7.1 CONSULTANT shall perform all Services under this Agreement in a skilful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. CONSULTANT represents and maintains that it is skilled in the professional calling necessary to perform the Services. CONSULTANT warrants that all employees and subcon tractors, if any, shall have sufficient skill and experience to perform the Services assigned to them. By delivery of completed work, CONSULTANT certifies that the work conforms to th e requirements of this Agreement; all applicable federal, state and local laws; and the professional standard of care.
7.2 CONSULTANT represents and warrants to ANAHEIM that it has, shall obtain, and shall keep in full force in effect during the term hereo f, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of CONSULTANT to practice its profession. CONSULTANT shall maintain a City of Anaheim business license during the term of this Agreement.
8. FAMILIARITY WITH WORK
By executing this Agreement, CONSULTANT represents and warrants that CONSULTANT: (i) has thoroughly investigated and considered the Services to be performed; (ii) has carefully considered how the S ervices should be provided; and (iii) fully understands the facilities, difficulties and restrictions attending the provision of the S ervices under this Agreement. Should CONSULTANT discover any latent or unknown conditions materially differing from those inherent in the provision of such S ervices or as represented by ANAHEIM, CONSULTANT shall immediately inform ANAHEIM of such fact and shall not proceed except
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CITY OF ANAHEIM
200 S. ANAHEIM BOULEVARD, SUITE 356
ANAHEIM, CA 92805
(714) 765-5169
FAX (714) 765-5123
at CONSULTANT’s risk until written instructions are received from ANAHEIM.
9. INDEPENDENT CONTRACTOR
9.1 Neither ANAHEIM nor any of its employees shall have any control over the manner, mode or means by which CONSULTANT, its agents or employees, perform the services required herein, except as otherwise set forth herein. Except as expressly provided herein, ANAHEIM shall have no voice in the selection, discharge, supervision or control of CONSULTANT’s employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. CONSULTANT shall perform all services required he rein as an independent contractor of ANAHEIM and shall remain at all times , as to ANAHEIM, a wholly independent contractor with only such obligations as are consistent with that role.
CONSULTANT shall not at any time or in any manner represent that it or a ny of its agents or employees are agents or employees of ANAHEIM. ANAHEIM shall not in any way or for any purpose become or be deem ed to be a partner of CONSULTANT in its business or otherwise or a joint venturer or a member of any joint enterprise with CONSULTANT.
9.2 In consideration for the compensation paid to CONSULTANT by ANAHEIM, CONSULTANT agrees that ANAHEIM shall not be liable or responsible for any benefits, including, but not limited to, worker’s compensation, disability, retirement, life, unemployment, health or any other benefits , and CONSULTANT agrees that it shall not sue or file a claim, petition or application therefor against ANAHEIM or any of its officers, employees, agents, representatives or sureties.
10. INSURANCE
10.1 Without lim iting ANAHEIM's right to indemnification, it is agreed that CONSULTANT shall secure, prior to commencing any activities under this Agreement, and maintain, during the term of this Agreement, insurance coverage as follows:
.01 Workers' Compensation Insuranc e as required by California law and Employers Liability Insurance in an amount not less than $1,000,000 per occurrence. .02 Commercial General Liability Insurance, including coverage for Premises and Operations, Contractual Liability, Personal Injury Liabi lity, Products/Completed Operations
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CITY OF ANAHEIM
200 S. ANAHEIM BOULEVARD, SUITE 356
ANAHEIM, CA 92805
(714) 765-5169
FAX (714) 765-5123
Liability, and Independent Contractor’s Liability, in an amount not less than $2,000,000 per occurrence, $4,000,000 annual aggregate, written on an occurrence form. Such insurance shall be written on a primary basis, an d may include a self -insured retention or a deductible of more than $10,000 per occurrence, provided that such deductible is disclosed to ANAHEIM, in writing, at the inception of this Agreement and approved by Anaheim’s Risk Manager. .03 Comprehensive Auto mobile Liability Coverage including -as applicable - owned, non -owned, and hired autos, in an amount not less than $2,000,000 per occurrence, combined single limit, as required by California law.
.04 Professional Liability Insurance in an amount not less than $2,000,000 per claim, and CONSULTANT shall maintain such coverage for at least one (1) year from the termination of this Agreement. Such insurance shall be written on a primary basis, and may include a self -insured retention or a deductible of more than $10,000 per occurrence, provided that such deductible is disclosed to ANAHEIM, in writing, at the inception of this Agreement and approved by Anaheim’s Risk Manager.
10.2 Each insurance policy required by this Agreement shall contain the following clause or shall otherwise provide for the following conditions: "This insurance shall not be cancelled, or limited in scope or coverage, until after thirty (30) days prior written notice has been given to the City Clerk, City of Anaheim, 200 S. Anaheim Blvd., Ana heim, CA 92805, except in the event of cancellation for non -payment of premium which shall provide for not less than ten (10) days notice."
10.3 Each insurance policy required by this Agreement, excepting policies for Professional Liability and Workers' Compensation, shall contain the following clauses or shall otherwise provide for the following conditions:
.01 "It is agreed that any insurance maintained by CONSULTANT pursuant to this Agreement shall be primary to, and not contribute with, any insurance or self -insurance maintained by the City of Anaheim."
.02 "The City of Anaheim, its officers, agents, employees, representatives and ANAHEIM-designated volunteers are added as additional insureds as respects the acts,
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200 S. ANAHEIM BOULEVARD, SUITE 356
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FAX (714) 765-5123
omissions, operations and activities of, or on behalf of, the named insured, in regard to products supplied to, or work or services performed for, or related to, the City of Anaheim."
10.4 Prior to commencing any work under this Agreement, CONSULTANT shall deliver to ANAHEIM insurance certifi cates confirming the existence of the insurance required under this Agreement, and including the applicable clauses referenced above. Also, within thirty (30) days of the execution date of this Agreement, CONSULTANT shall provide ANAHEIM: (i) endorsements to the insurance policies which add to these policies the applicable clauses referenced above; or (ii) in lieu of said endorsements, documentation acceptable to ANAHEIM evidencing that the coverage, terms, and conditions set forth in the above -referenced clauses are otherwise included in said insurance policies. Insurance required hereunder shall be placed with insurers: (i) admitted to write insurance in California; (ii) possessing an A. M. Best's rating of A VII or higher; or (iii) otherwise acceptable to ANAHEIM, with prior written permission from ANAHEIM. In the event that a claim or other legal action is filed against ANAHEIM, and if ANAHEIM, in its good faith opinion, believes it may have coverage under any of the insurance required herein, then AN AHEIM has the right to demand, and to receive within a reasonable time period, copies of the insurance policies related to such required insurance; provided, however, that this provision shall not apply if the Parties agree that CONSULTANT shall fully defe nd, hold harmless, and indemnify ANAHEIM against any such claim or other legal action.
10.5 In addition to other remedies ANAHEIM may have if CONSULTANT fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, ANAHEIM may, at its sole option:
.01 Order CONSULTANT to stop work under this Agreement and/or withhold any payment(s) which become due to CONSULTANT hereunder until CONSULTANT demonstrates compliance with the requirements hereof; or .02 Terminate this Agreement.
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CITY OF ANAHEIM
200 S. ANAHEIM BOULEVARD, SUITE 356
ANAHEIM, CA 92805
(714) 765-5169
FAX (714) 765-5123
Exercise of any of the above remedies, however, is an alternative to other remedies ANAHEIM may have and is not the exclusive remedy for CONSULTANT's failure to maintain insurance or secure appropriate endorsements.
10.6 Nothing herein contained shall be construed as limiting in any way the extent to which CONSULTANT may be held responsible for payments of damages to persons or property resulting from CONSULTANT's, (or CONSULTANT's contractors/subcontractor, if any) performance of the work covered under this Agreement.
10.7 In the event CONSULTANT hires other persons or firms to perform some of the work related to this Agreement, CONSULTANT shall ensure, and certify to ANAHEIM in writing that: (i) the acts or omissions of such persons or firms are covered under the above - referenced liability insurance; or (ii) such firms maintain insurance equal to or better than, and subject to the same limits, terms and conditions as, the insurance required of CONSULTANT under this Agreement ( except for firms which are not performing professional services -such firms shall not be required to carry the above -referenced professional liability insurance); and in either instance, CONSULTANT shall provide, or cause to be provided, evidence of such insurance coverage, reasonably acceptable to ANAHEIM.
10.8 ANAHEIM’s Risk Manager is hereby authorized to amend the requirements set forth herein in the event that such amendment is in ANAHEIM’s best interest based on the scope of services and nature of the project.
11. INDEMNIFICATION
11.1 As respects acts, errors or omissions in the performance of professional services, CONSULTANT agrees to indemnify and hold harmless ANAHEIM, its officials, officers, and employees from and against any and all claims, lo sses, damages, defense costs, or liability, of any kind or nature, to the extent arising directly out of CONSULTANT's (or CONSULTANT's contractors' or subcontractors', if any) negligent acts, errors or omissions in the performance of professional services under this Agreement.
11.2 As respects all acts, errors or omissions which do not arise directly out of the performance of professional services, including but not limited to those acts, errors or
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omissions typically covered by ISO -based general and automo bile liability insurance coverage, CONSULTANT agrees to indemnify, defend (at ANAHEIM's option), and hold harmless ANAHEIM, its officials, officers, employees, agents, and representatives from and against any and all claims, losses, damages, defense costs, or liability, of any kind or nature (collectively referred to hereinafter as "Claims"), arising out of or in connection with CONSULTANT's (or CONSULTANT's contractors' or subcontractors', if any) acts, errors, omissions, or work, relative to this Agreemen t; except for those Claims which arise out of the sole negligence or willful misconduct of ANAHEIM.
11.3 The obligations set forth in this indemnification provision (i) shall be in effect without regard to whether or not ANAHEIM, CONSULTANT, or any other p erson maintains, or fails to maintain, insurance coverage, or a self -insurance program, for any such Claims; and (ii) shall survive the termination of this Agreement.
12. PREVAILING WAGES
CONSULTANT is aware of the requirements of California Labor Code S ections 1720 et seq. and 1770 et seq., the California Code of Regulations, Title 8, Section 16000 et seq. and the Davis -Bacon Act (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on cert ain “public works” projects. It shall be CONSULTANT’s sole obligation to determine whether, and to what extent if any, the Prevailing Wage Laws apply to the Project. CONSULTANT is aware and agrees that if both the Davis-Bacon Act and State of California p revailing wage laws apply, and the federal and state prevailing rate of per diem wages differ, CONSULTANT or its employees, agents, contractors, and subcontractors, if any, shall pay the higher of the two rates. Said prevailing rate of per diem wages are on file at the City of Anaheim, Office of the City Clerk, 200 South Anaheim Boulevard, Anaheim, California 92803, and are available to any interested party on request.
CONSULTANT shall defend, indemnify and hold ANAHEIM, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any actual or alleged failure by CONSULTANT or its employees, agents, contractors, and subcontractors to comply with the Prevailing Wage Law s, if applicable to the
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200 S. ANAHEIM BOULEVARD, SUITE 356
ANAHEIM, CA 92805
(714) 765-5169
FAX (714) 765-5123
Project.
13. PROGRESS
CONSULTANT is responsible for keeping the Project Administrator and/or his/her duly authorized designee informed on a regular basis regarding the status and progress of the Services, activities performed and planned, and any required meetings.
14. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
The P arties recognize that a substantial inducement to ANAHEIM for entering into this Agreement is the professional reputation, experience and competence of CONSULTANT. Neither the whole nor any interest in, nor any of the rights or privileges granted under this Agreement shall be assign ed, transferred or encumbered in any way without the prior written consent of ANAHEIM. Any such purported assignment, transfer, encumbrance, pledge, subuse, or permission given without such consent shall be void as to A NAHEIM. If ANAHEIM approves an assignment or transfer, this Agreement and the covenants and conditions contained herein shall be binding upon and inure to the benefit of and shall apply to the permitted successors and assigns of CONSULTANT.
15. SUBCONTRACTING
CONSULTANT shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of ANAHEIM. CONSULTANT shall b e fully responsible to ANAHEIM for all acts and omissions of any approved subcontractor. Nothing in this Agreement shall create any contractual relationship between ANAHEIM and subcontractor nor shall it create any obligation on the part of ANAHEIM to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. ANAHEIM is an intended beneficiary of any work performed by any subcontractor for purposes of establishing a duty of care between the subcontrac tor and ANAHEIM pursuant to this Agreement.
16. USE AND OWNERSHIP OF DOCUMENTS AND DATA
16.1 ANAHEIM shall furnish to CONSULTANT such documents and materials as may be relevant and pertinent to the provision of services hereunder as ANAHEIM
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FAX (714) 765-5123
may possess or acquire.
16.2 All documents and materials furnished by ANAHEIM to CONSULTANT, Section 16.1, shall remain the property of ANAHEIM and shall be returned to ANAHEIM upon termination of this Agreement , for any reason. All documents or material prepared or caused to be prepared by CONSULTANT, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of ANAHEIM, and ANAHEIM shall have the sole right to use such materials in its discretion without further compensation to CONSULTANT or any other party. CONSULTANT shall, at CONSULTANT’s sole cost and expense, provide such documents and material to ANAHEIM upon prior written request.
16.3 Documents and material prepared by CONSULTANT, pursuant to this Agreement, are not intended or represented to be suitable for reuse by ANAHEIM or others on any other project. Any use of completed documents for other projects and any use of incomplete documents without specific written authorizatio n from CONSULTANT will be at ANAHEIM’s sole risk and without liability to CONSULTANT. Further, any and all liability arising out of changes made to CONSULTANT’s deliverables under this Agreement by ANAHEIM or persons other than CONSULTANT, is waived again st CONSULTANT and ANAHEIM assumes full responsibility for such changes unless ANAHEIM has given CONSULTANT prior notice and has received from CONSULTANT written consent for such changes.
16.4 The CONSULTANT shall establish an escrow account that includes (at a minimum) the data files associated with ANAHEIM, a data dictionary, decryption keys, credentials to the data and an unencrypted monthly data dump in a readable format (i.e. .sql or .csv) that must be uploaded within five (5) days after the end of ea ch month during the term of the contract and in the month following that last month of the Agreement. In addition to providing the escrow agent with monthly back -up, the CONSULTANT shall provide the escrow agent with the complete program listings and soft ware editions for the permit management system. The CONSULTANT shall provide the escrow agent with updated program listings and software for all program changes and modifications during the term of the Agreement, and shall
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200 S. ANAHEIM BOULEVARD, SUITE 356
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FAX (714) 765-5123
bear all costs associated with the escrowing of files and software
17. CONFIDENTIALITY
All documents, including drafts, preliminary drawings or plans, notes , ideas and communications that result from the Services provided under this Agreement, shall be kept confidential by CONSULTANT unless ANAHEIM authorizes, in writing , the release of said information.
18. INTELLECTUAL PROPERTY INDEMNITY
CONSULTANT shall defend and indemnify ANAHEIM, its agents, officers, representatives and employees against any and all liability, including costs , for infringement of any United States’ letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by CONSULTANT to ANAHEIM pursuant to this Agreement.
19. RECORDS
CONSULTANT shall keep r ecords and invoices in connection with the work to be performed under this Agreement. CONSULTANT shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures and disbursements charged to ANAHEIM, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to CONSULTANT under this Agreement. All such records and invoices shall be clearly identifiable. CONSULTANT shall allow a repres entative of ANAHEIM to examine, audit and make transcripts or copies of such records and any other documents created , pursuant to this Agreement , during regular business hours. CONSULTANT shall allow inspection of all work, data, Documents, proceedings an d activities related to the Agreement for a period of three (3) years from the date of final payment to CONSULTANT under this Agreement.
20. WITHHOLDINGS
ANAHEIM may withhold payment to CONSULTANT of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. CONSULTANT shall not
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200 S. ANAHEIM BOULEVARD, SUITE 356
ANAHEIM, CA 92805
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FAX (714) 765-5123
discontinue work as a result of such withholding. CONSULTANT shall have an immediate right to appeal to the City Manager or his/her designee with respect to such disputed sums.
CONSULTANT shall be entitled to receive interest on any withheld sums at the rate of return that ANAHEIM earned on its investments during the time period, from the date o f withholding of any amounts found to have been improperly withheld.
21. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional inexperience of CONSULTANT which result in expense to ANAHEIM greater than what would have resulted if there were not errors or omissions in the work accomplished by CONSULTANT, the additional cost and expense shall be borne by CONSULTANT. Nothing in this paragraph is intended to limit ANAHEIM’s rights under the law or any other sections of this Agreement.
22. ANAHEIM'S RIGHT TO EMPLOY OTHER CONSULTANTS
CONSULTANT acknowledges and agrees that this Agreement and the provision of services hereunder are nonexclusive and that ANAHEIM may enter into similar agreements with other entities for the provision of similar services.
23. CONFLICTS OF INTEREST
CONSULTANT or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which: (1) requires such persons to disclose any financial i nterest that may foreseeably be materially affected by the work performed under this Agreement; and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest.
If subject to the Ac t, CONSULTANT shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by ANAHEIM. CONSULTANT shall indemnify and hold harmless ANAHEIM for any and all claims for damages resulting from CONSULTANT’s violation of this Section
24. NOTICES
All notices, demands or other writings to be made, given or sent hereunder, or
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200 S. ANAHEIM BOULEVARD, SUITE 356
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FAX (714) 765-5123
which may be so given or made or sent by either ANAHEIM or CONSULTANT to the other shall be deemed to have been given when in writing and personally delivered or if mailed on the third (3rd) day after being deposited in the United States mail, certified or registered, postage prepaid, and addressed to the respective Parties at the following addresses:
If to ANAHEIM: City Clerk
City of Anaheim
200 S. Anaheim Boulevard, 2nd Floor
Anaheim, California 92805
FAX No. (714) 765-4105
With copies to: Director of Public Works
City of Anaheim
200 S. Anaheim Boulevard, 2nd Floor
Anaheim, California 92805
FAX No. (714) 765-5161
To CONSULTANT: Name
Address:
FAX:
25. ENFORCEMENT OF AGREEMENT
25.1 Events of Default.
.01 For purposes of this Section 2 5, the word “Default” shall mean the failure of CONSULTANT to perform any of CONSULTANT’s duties or obligations or the breach by CONSULTANT of any of the terms and conditions set forth in this Agreement. In addition, CONSULTANT shall be deemed to be in Default upon CONSULTANT’s (i) application for, consent to, or suffering of, the appointment of a receiver, trustee or liquidator for all or a su bstantial portion of its assets; (ii) making a general assignment for the benefit of creditors; (iii) being adjudged bankrupt ; (iv) filing a voluntary petition or sufferi ng an involuntary petition under any bankruptcy, arrangement, reorganization or insolvency law (unless in the case of an involuntary petition, the same is dismissed within thirty (30) days of such filing) ; or (v) suffering or permitting to continue unstaye d and in effect for fifteen (15) consecutive days any attachment, levy, execution or seizure of all or a substantial portion of CONSULTANT’s assets or of CONSULTANT’s interests hereunder. .02 ANAHEIM shall not be deemed to be in Default in the
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200 S. ANAHEIM BOULEVARD, SUITE 356
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FAX (714) 765-5123
performance of any obligation required to be performed by ANAHEIM hereunder unless and until ANAHEIM has failed to perform such obligation for a period of thirty (30) days after receipt of written notice from CONSULTANT specifying in reasonable detail the nature and extent of any such failure; provided, however, that if the nature of ANAHEIM’s obligation is such that more than thirty (30) days are required for its performance, then ANAHEIM shall not be deemed to be in Default if ANAHEIM shall commence to cure such performance within such thirty (30) day period and thereafter diligently prosecute the same to completion.
25.2 Immediate Termination for CONSULTANT’s Default. In the event of any Default by CONSULTANT, ANAHEIM may immediately terminate this Agreement. Such termination shall be effective immediately upon receipt by CONSULTANT of written notice from ANAHEIM. In such event, CONSULTANT shall have no further rights hereunder, and ANAHEIM shall have all other rights and remedies as provided by law.
25.3 Termination Without Cause. ANAHEIM may terminate this Agreement at any time without the necessity of cause or Default by giving seven (7) days notice in writing to CONSULTANT. In such event, the Parties shall have no further rights hereunder, except that CONSULTANT shall be paid for all services adequately rendered prior to such termination.
CONSULTANT may not terminate this Agreement except for cause.
26. COMPLIANCE WITH ALL LAWS
CONSULTANT shall at its own cost and expense comply with all statute s, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all work prepared by CONSULTANT shall conform to applicable local , county, s tate and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator.
27. WAIVER
A waiver by either Party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. ///
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200 S. ANAHEIM BOULEVARD, SUITE 356
ANAHEIM, CA 92805
(714) 765-5169
FAX (714) 765-5123
28. INTEGRATED CONTRACT
This Agreement and the E xhibits hereto cont ain the entire agreement of ANAHEIM and CONSULTANT with respect to the matters covered hereby, and no agreement, statement or promise made by either ANAHEIM or CONSULTANT which is not contained herein, shall be valid or binding. No prior agreement, understanding or representation per taining to any such matter shall be effective for any purpose.
29. CONFLICTS OR INCONSISTENCIES
In the event there are any conflicts or inconsistencies between this Agreement and the Exhibits, or any other attachments attached hereto, the terms of this Agreement shall govern.
30. INTERPRETATION
Each Party acknowledges that he/she/it has had the benefit of advice of competent legal counsel with respect to its decision to enter this Agreement. The provisions of this Agreement shall be interpreted to give effect to their fair meaning and shall be construed as prepared by both Parties.
31. AMENDMENTS
This Agreement may be modified or amended only by a written document executed by both CONSULTANT and ANAHEIM and approved as to form by the City Attorney.
32. SEVERABILITY
If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, or the application of its terms and provisio ns to persons and circumstances other than those to which it has been held invalid or unenforceable shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
33. REMEDIES CUMULATIVE
The remedies given to ANAHEIM and CONSULTANT herein shall be cumulative and are given without impairing any other rights given A NAHEIM or
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FAX (714) 765-5123
CONSULTANT by statute or law now existing or hereafter enacted and the exercise on any one (1) reme dy by A NAHEIM or CONSULTANT shall not exclude the exercise of any other remedy.
34. NO THIRD PARTY BENEFICIARIES
The Parties intend that neither rights nor remedies be granted to any third party as a beneficiary of this Agreement or of any covenant, duty , obligation or undertaking established herein.
35. CONTROLLING LAW AND VENUE
The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a cou rt of competent jurisdiction in the County of Orange.
36. DISCRIMINATION
CONSULTANT agrees not to discriminate against any person or class of persons by reason of sex, color, race, creed, religion, marital status, handicap, ancestry , national origin or other prohibited basis in its provision of S ervices or hiring of subcontractors or employees. To the extent this Agreement provides that CONSULTANT offer accommodations or services to the public, such accommodations or servic es shall be offered by CONSULTANT to the public on fair and reasonable terms.
37. AUTHORITY
Each individual executing this Agreement on behalf of a corporation, nonprofit corporation, partnership or other entity or organization, represents and warrants the he or she is duly authorized to execute and deliver this Agreement on behalf of such entity or organization and that this Agreement is binding upon the same in accordance with its terms. CONSULTANT shall, at ANAHEIM’s request, deliver a certified copy of it governing board’s resolu tion or certificate authorizing or evidencing such execution.
38. EFFECTIVE DATE
This Agreement shall be effective on the date on which this Agreement is executed by ANAHEIM (“Effective Date”).
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200 S. ANAHEIM BOULEVARD, SUITE 356
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FAX (714) 765-5123
IN WITNESS WHEREOF, the Parties hereto have caused this Agre ement to be executed on the dates hereinafter respectively set forth.
CITY OF ANAHEIM,
DATE: ______________________ a municipal corporation
By: _____________________________
ATTEST:
“ANAHEIM”
____________________________
City Clerk of the City of Anaheim
DATE: ______________________
By: _____________________________
(Signature)
Title: ___________________________
Print Name: ______________________
“CONSULTANT”
APPROVED AS TO FORM:
ROBERT FABELA, CITY ATTORNEY
By: __________________________________
Bryn M. Morley
Deputy City Attorney
147157.2
Attachments: Exhibit "A" – Proposal
Appendix II: Insurance Requirements
Note: The following represents ANAHEIM’S standard language for the insurance provisions in its professional services contracts. With few exceptions, the language in the final Agreement will be as shown here. If a proposer has any specific concerns regarding any of the ANAHEIM’S insurance language or requirements, which would render the proposer unable or unwilling to enter into an Agreement with the City, the proposer shall identify these concerns in its proposal. Deviations from the ANAH EIM’S standard language may be considered by the City in its evaluation of the responsiveness of a proposal. It is the practice of the City not to enter into agreements with limitations of liability provisions.
INSURANCE
Without limiting ANAHEIM’S right to indemnification, it is agreed that CONSULTANT shall secure, prior to commencing any activities under this Agreement, and maintain, during the term of this Agreement, insurance coverage as follows:
Workers’ Compensation Insurance as required by California law and Employers Liability Insurance in an amount not less than $1,000,000 per occurrence/accident/illness/injury.
Commercial General Liability Insurance, including coverage for Premises and Operations, Contractual Liability, Pe rsonal Injury Liability, Products/Completed Operations Liability, as well as Independent CONSULTANT’S Liability where appropriate, in an amount not less than $2,000,000 per occurrence, $4,000,000 annual aggregate, written on an occurrence form. Such insur ance shall be written on a primary basis but may include a deductible or self -insured retention of more than $10,000 per occurrence, provided that such deductible or self-insured retention is disclosed to ANAHEIM, in writing, at the inception of this Agreement.
Commercial Automobile Liability Coverage including—as applicable—owned, non-owned, and hired autos, in an amount not less than $2,000,000 per occurrence, combined single limit, as required by California law.
Professional Liability Insurance, inclusive of Cyber Liability Insurance where required in an amount not less than $2,000,000 per occurrence or per claim. Such insurance shall be written on a primary basis but may include a deductible or self-insured retention of more than $ 10,000 per occurrence, provided that such deductible or self -insured retention is disclosed to ANAHEIM, in writing, at the inception of this Agreement.
Any required coverage written with primary and excess layers to satisfy the minimum requirements of this Agreement must be submitted for approval by ANAHEIM’S Risk Manager prior to the inception of the final Agreement.
CONSULTANT agrees that this insurance shall not be voluntarily cancelled by CONSULTANT or limited in scope or coverage by CONSULTANT until after thirty (30) days prior written notice has been given to the City Clerk, City of Anaheim, 200 S. Anaheim Blvd., Anaheim, CA 92805. This does not apply to cancellation for non -payment of premium, which requires notice of not less than ten (10) days.
Each insurance policy required by this Agreement, except policies for Professional Liability and Workers’ Compensation, shall contain the following clauses or shall otherwise provide for the following conditions:
“It is agreed t hat any insurance maintained by CONSULTANT pursuant to this Agreement shall be primary to, and not contribute with, any insurance or self- insurance maintained by the City of Anaheim.”
“The City of Anaheim, its officers, agents, employees, representatives and ANAHEIM- designated volunteers are added as additional insured as respects the acts, omissions, operations and activities of, or on behalf of, the named insured, in regard to products supplied to, or work or services performed for, or related to, the City of Anaheim.”
Prior to commencing any work under this Agreement, CONSULTANT shall deliver to ANAHEIM insurance certificates confirming the existence of the insurance required under this Agreement, and including the applicable clauses referenced above. Also, within thirty (30) days of the execution date of this Agreement, CONSULTANT shall provide ANAHEIM ( i) endorsements to the insurance policies that add to these policies the applicable clauses referenced above, or (ii) in
lieu of said en dorsements, documentation acceptable to ANAHEIM evidencing that the coverage, terms, and conditions set forth in the above-referenced clauses are otherwise included in said insurance policies. Insurance required hereunder shall be placed with insurers (i) admitted to write insurance in California, (ii) possessing an A. M. Best’s rating of A VII or higher, or (iii) otherwise acceptable to ANAHEIM, with prior written permission from ANAHEIM. In the event that a claim or other legal action is filed against ANAHEIM, and if ANAHEIM, in its good faith opinion, believes it may have coverage under any of the insurance required herein, then ANAHEIM has the right to demand, and to receive within a reasonable time period, copies of the insurance policies related to such required insurance; provided, however, that this provision shall not apply if the parties agree that CONSULTANT shall fully defend, hold harmless, and indemnify ANAHEIM against any such claim or other legal action.
In addition to other remedies ANAHEIM may have if CONSULTANT fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, ANAHEIM may, at its sole option:
Order CONSULTANT to stop work under this Agreement and/or withhold any payment(s) that become due to CONSULTANT hereunder until CONSULTANT demonstrates compliance with the requirements hereof;
Terminate this Agreement.
Exercise of any of the above remedies, however, is an alternative to other remedies ANAHEIM may have and is not the exclusive remedy for CONSULTANT’S failure to maintain insurance or secure appropriate endorsements.
Nothing herein contained shall be construed in any way as limiting the extent that an CONSULTANT may be held responsible for payments of damages to persons or property resulting from CONSULTANT’S, (or CONSULTANT’S AGENT or SUB-AGENT, if any) performance of the work covered under this Agreement.
In the event CONSULTANT hires other persons or firms to perform some of the work related to this Agreement, CONSULTANT shall ensure (i) that the acts or omissions of such persons or firms are covered under the above-referenced liability insurance, or (ii) that such firms maintain insurance equal to or better than, and subject to the same limits, terms and conditions as, the insurance required of CONSULTANT under this Agreement (except for firms that are not performing professional services—such firms shall not be required to carry the above-referenced professional liability insurance); and in either instance, CONSULTANT shall provide, or cause to be provided, evidence of such insurance coverage, reasonably acceptable to ANAHEIM.
ANAHEIM’S Risk Manager is hereby authorized to amend the requirements set forth herein in the event such reduction is in ANAHEIM’S best interest.
INDEMNIFICATION
As respects acts, errors or omissions in the performance of professional services, CONSULTANT agrees to indemnify and hold harmless ANAHEIM, its officials, officers, and employees from and against any and all claims, losses, damages, defense costs, or liability, of any kind or nature, directly arising out of the negligent acts, errors or omissions of the CONSULTANT or any SUB-AGENT in the performance of professional services under this Agreement.
As respects all acts, errors or omissions that do not arise directly out of the performance of professional services, including but not limited to those acts, errors or omissions typically covered by general and automobile l iability insurance, CONSULTANT agrees to indemnify, defend (at ANAHEIM'S option), and hold harmless ANAHEIM, its officials, officers, employees, agents, and representatives from and against any and all claims, losses, damages, defense costs, or l iability, of any kind or nature (collectively referred to hereinafter as “Claims”), arising out of or in connection with CONSULTANT’S (or CONSULTANT'S AGENT or SUB -AGENT, if any) acts, errors, omissions, or work, relative to this Agreement, except for those Claims that arise out of the sole negligence or willful misconduct of ANAHEIM.
The obligations set forth in this indemnification provision (i) shall be in effect without regard to whether ANAHEIM, CONSULTANT or any other person or entity maintains or fails to maintain insurance coverage or a self-insurance program, for any such Claim(s); and (ii) shall survive the termination of this Agreement.
Appendix III: Non-Collusion Affidavit
Note: To be executed by Proposer and submitted with proposal. STATE OF CALIFORNIA County of _________________________, __________________, being first duly sworn deposes and says that he/she is __________________________ of ______, the party making the foregoing bid that such bid is not made in the interest of or on the behalf of any undisclosed person, partnership, company, association, organization or corporation; that such bid is genuine and not collusive or sham; that said bidder has not directly or indire ctly induced or solicited an y other bidder to put in a false or sham bid and has not directly or indirectly colluded, conspired, connived, or agreed with any bidder or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that said bidder has not in any manner directly or indirectly sought by agreement, communication, or conference with anyone to fix the bid price of said bidder or of any other bidder or to fix any overhead profit, or cost element of such bid price, or of t hat of any other bidder, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in such bid are true, and further, that said bidder has not directly or indirectly submitted his bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid and will not pay any fee in connection therewith, to any corporation, partnership, company, association, organization, bid depository, or to any member or agent thereof, or to any other individual except to any person or persons as have a partnership or other financial interest with said bidder in the general business.
Signature:
Date:
Appendix IV: References
Client Reference No. 1
Item Vendor Response
Name
Contact Name
Contact Telephone Number
Contact E-mail Address
Project Description
Business Initiation Date
Rationale for Inclusion as a Reference
Client Reference No. 2
Item Vendor Response
Name
Contact Name
Contact Telephone Number
Contact E-mail Address
Project Description
Business Initiation Date
Rationale for Inclusion as a Reference
Client Reference No. 3
Item Vendor Response
Name
Contact Name
Contact Telephone Number
Contact E-mail Address
Project Description
Business Initiation Date
Rationale for Inclusion as a Reference