REQUEST FOR PROPOSALS (RFP)
FOR
REVITALIZATION OF TELEGRAPH RD AND
WASHINGTON BLVD CORRIDORS PROJECT
CITY OF COMMERCE, CALIFORNIA
PUBLIC WORKS DEPARTMENT
SUBMITTAL DEADLINE:
Thursday, March 19, 2026, at 5:00 PM
RFP FORREVITALIZATION OF TELEGRAPH RD AND WASHINGTON BLVD CORRIDORS PROJECT
INTRODUCTION:
The City of Commerce is seeking proposals from qualified firms to develop concept plans for the revitalization of two key street corridors: Washington Blvd and Telegraph Rd, see Attachment “B” Location Map. The goal of this project is to enhance the visual appeal, functionality, and community engagement of these corridors through the incorporation of creative and functional elements.
The selected firm will work closely with stakeholders, including local residents, businesses, and community organizations, to create a cohesive and inspiring design that reflects the unique character of the area while attracting and retaining visitors.
BACKGROUND:
Washington Blvd and Telegraph Rd are major thoroughfares in the City of Commerce, serving as critical connectors between the I-5 and I-710 freeways. These corridors are not only vital transportation routes but also key economic and cultural hubs, linking significant destinations such as the Citadel Outlets, the Commerce Casino, Costco, and numerous other local businesses.
With high volumes of vehicular and truck traffic, these corridors are central to the city’s economic vitality and serve as gateways for visitors and residents alike.
However, despite their importance, Washington Blvd and Telegraph Rd currently lack the aesthetic appeal and functional design necessary to fully capitalize on their potential as vibrant, engaging spaces. The City of Commerce recognizes the need to revitalize these corridors to enhance their visual appeal, improve pedestrian and vehicular safety, and create a more welcoming environment for visitors and residents.
The revitalization of these corridors is a key component of the City’s broader efforts to promote community engagement, attract visitors, and support local businesses. By incorporating elements such as pedestrian and bicycle facilities, trash can amenities, public art, landscaping, lighting, and wayfinding signage, the City aims to transform these thoroughfares into destinations that reflect the unique character of Commerce while fostering a sense of pride and belonging among residents.
This project aligns with the City’s goals of economic development, community revitalization, and cultural enrichment. By creating visually appealing and functional spaces, the City seeks to:
• Attract Visitors: Enhance the corridors’ aesthetic appeal to visitors traveling to and from major destinations such as the Citadel Outlets and Commerce Casino. • Promote Community Engagement: Create spaces that encourage social interaction, cultural expression, and a sense of community pride.
RFP FORREVITALIZATION OF TELEGRAPH RD AND WASHINGTON BLVD CORRIDORS PROJECT
• Support Local Businesses: Increase foot and bicycle traffic and visibility for businesses along the corridors, contributing to economic growth.
• Improve Safety and Accessibility: Design elements that improve pedestrian, bicyclist, and vehicular safety, making the corridors more accessible and enjoyable for all to encourage exploration, longer stays, and increased foot traffic.
The City of Commerce is committed to leveraging the potential of Washington Blvd and Telegraph Rd as vibrant, engaging spaces that contribute to the city’s economic and cultural vitality. This project represents a unique opportunity to transform these corridors into landmarks that reflect the City’s identity and values while enhancing the quality of life for residents and visitors.
SCOPE OF WORK:
The selected consultant will be responsible for the following tasks:
Task 1: Assessment of Existing Conditions and Development of Concept Plan The selected consultant will conduct a comprehensive assessment of existing conditions within the Washington Blvd and Telegraph Rd corridors, including an inventory of improvements including but not limited to above ground utilities, public art, infrastructure, lighting, landscaped elements, medians, traffic signals, placemaking initiatives, and other assets. This assessment will evaluate the impact and relevance of these elements to the City’s mission and goals, identifying strengths, gaps, and opportunities for improvement. Building on this analysis, the consultant will develop a cohesive concept plan that aligns with community values and establishes a unifying vision for the corridors.
The consultant will engage with key decision-makers, stakeholders, and the broader community to refine placemaking goals, clarify standards, gather input and prioritize the opportunities. This process will include but not limited to meetings with the City Manager, Public Works Director, Community Development Director, Park and Recreations Director, Art in Public Places Committee, Planning Commission, Beautification Committee, and City Council, as well as hosting community meetings to ensure broad participation.
Using the insights gained from the assessment and engagement process, the consultant will create a minimum of three (3) concept plans that includes:
• A clear vision statement and set of goals for the corridors. • Conceptual renderings and visuals that illustrate the proposed design themes, public art, and placemaking elements.
RFP FORREVITALIZATION OF TELEGRAPH RD AND WASHINGTON BLVD CORRIDORS PROJECT
• A map identifying key locations along Washington Blvd and Telegraph Rd for targeted improvements, focusing on areas that will have the greatest impact on enhancing the identified gaps, corridors’ visual appeal, functionality, and community engagement. • A summary of best practices and case studies from other urban areas that can be adapted to the Washington Blvd and Telegraph Rd corridors.
• Cost estimates for each of the concept plans including PS&E costs, materials, fabrication, and installation.
• Identification of funding sources and grants, including local, state, federal, public and private to fully and successfully execute the vision of the Project. • Develop a clear implementation and sustainable timeline for implementation of the concept plans.
For each identified key location, the consultant will develop individual site concept plans that incorporate a variety of elements designed to create vibrant, engaging, and functional spaces.
These elements could include but not limited to:
• Benches: Functional and aesthetically pleasing seating options that encourage pedestrian interaction and provide resting points, while incorporating design features that deter long-term use as a resting place for transients. • Murals and Street Art: Large-scale artwork that reflects the community’s culture, history, and identity, creating visually striking focal points. • Landscaping: Green spaces, planters, and trees to enhance the natural environment, improve air quality, and provide shade, incorporating drought-tolerant landscaping and water-harvesting features to promote sustainable urban design. • Street and Pedestrian Lighting: Decorative and functional lighting to improve safety, enhance ambiance, and highlight key features of the corridors, designed to meet applicable AASHTO roadway lighting standards for visibility and uniformity. • Signage: Wayfinding signs and informational kiosks to guide visitors, promote local businesses, and provide historical or cultural context, designed in accordance with the California Manual on Uniform Traffic Control Devices (CA MUTCD) standards. • Public Art: Sculptures, installations, or interactive exhibits that engage the community and create memorable experiences.
• Gateway Monuments: Iconic structures at key entry points to the corridors, serving as landmarks that define the identity of the area.
• Façade Improvements: Façade improvements to adjacent properties to supplement the revitalization of the corridors.
Deliverables:
1. Presentation to Staff and City Manager (allow up to 4 meetings):
RFP FORREVITALIZATION OF TELEGRAPH RD AND WASHINGTON BLVD CORRIDORS PROJECT
o A detailed PowerPoint Presentation summarizing the assessment of existing conditions, including an inventory of assets, an evaluation of their impact, and a list of identified gaps and opportunities.
o Slide(s) including a visually clear map identifying priority locations for public art, placemaking initiatives, and other improvements.
o Slide(s) summarizing best practices and successful examples from other urban areas, with recommendations for adaptation.
2. Public Outreach Meetings (allow up to 2 meetings):
o Two public meetings to engage community members, stakeholders, and local businesses.
o Meetings shall be hosted and facilitated by a public outreach specialist or a team member with demonstrated experience in leading public engagement efforts. o Consultant shall prepare all meeting materials, including outreach flyers, presentation boards, interactive exercises (if applicable), and a summary report capturing key feedback and public input.
3. Concept Plans:
o Three (3) cohesive concept plans that includes the City’s vision statement, goals, and conceptual renderings for the corridors.
4. Preliminary Cost Estimates:
o Cost estimates including PS&E costs, materials, fabrication, and installation. o Identify funding sources and grants, including local, state, federal, public and private to fully and successfully execute the vision of the Project.
5. Preliminary Schedule:
o Develop a clear implementation and sustainable timeline for implementation of the concept plans.
6. Presentation to City Council (allow up to 2 meetings):
o A detailed PowerPoint Presentation summarizing the proposed Corridor improvements and highlighting the Concept Plans, meeting the City’s goals and vision.
o Slide(s) summarizing engagement activities, including feedback from decisionmakers, stakeholders, and community members.
TIMELINE
The development of the revitalization Plans for Washington Blvd and Telegraph Rd corridors shall be completed within 6 months of the issuance of the Notice to Proceed.
ELIGIBIITY
Consultants or firms submitting proposals for the Revitalization of the Washington Blvd and Telegraph Rd Corridors must demonstrate the following qualifications:
RFP FORREVITALIZATION OF TELEGRAPH RD AND WASHINGTON BLVD CORRIDORS PROJECT
1. Relevant Expertise:
o Strong background in urban design, engineering, livable and sustainable complete streets, landscape architecture, and public art planning, with experience in creating vibrant, functional, and aesthetically pleasing public spaces. o Demonstrated experience with similar projects, including the design and implementation of livable and sustainable complete streets, landscape improvements, public art installations, and placemaking initiatives.
2. Project Management Skills:
o Expertise in community engagement and collaborative project management, with a track record of successfully involving stakeholders and the public in design processes.
o Proven ability to manage budgets, adhere to deadlines, and handle multiple tasks simultaneously while maintaining high-quality deliverables.
3. Technical and Regulatory Knowledge:
o Familiarity with government regulations, permitting processes, accessibility requirements, and design standards such as AASHTO, CAMUTCD, Caltrans Highway Design Manual, and ADA guidelines as they relate to public space design and construction.
4. Local Knowledge (Preferred not required):
o Knowledge of the City of Commerce’s cultural and artistic landscape, including its history, culture, heritage and geography.
REQUIRED FORMAT FOR PROPOSAL SUBMITTAL
Please submit your Proposal in the format specified below:
Cover Letter/Executive Summary
Include a detailed description describing your understating of the project scope. Indicate your understanding of the City of Commerce’s history, culture, heritage and geography. Please limit description to one page. The Cover Letter should also include a description of the Consultant’s experience with similar Projects, and any relevant degrees, certifications, or licenses.
Table of Contents
Provide table of contents.
Section 1: Approach
Provide your understanding of the project, and approach and a detailed scope of work and tasks how to accomplish the City’s goal in the most efficient and cost-effective manner.
RFP FORREVITALIZATION OF TELEGRAPH RD AND WASHINGTON BLVD CORRIDORS PROJECT
Provide any special methods that your firm employs in executing similar projects and services, which in your opinion set your firm apart from other proposers for this project.
Provide your approach of how you and your staff will be flexible in adapting to any adjustments as necessary as the project progresses for an effective, responsive and costeffective service.
Provide your approach and methodology how you will provide a responsive service to City, and why your firm would be more responsive than other firms.
Provide a detailed scope of services, and list project tasks that your firm thinks will be necessary and proposes to provide.
Section 2: Project Team
Provide an organization chart showing the names and responsibilities of proposed staff.
Once team members have been selected for the project, changes to the team will not be made during the course of the project unless the City is informed in advance. In the event that a team member needs to be replaced, the replacement will have the same qualifications as the original team member. A current resume of the proposed replacement will be provided for review and approval to ensure continuity and maintain the necessary expertise for the successful completion of the project.
Explain if the key project members have worked together before on similar projects. If yes, provide the list of such projects, including project name, client contact name and date, and what the key project team members did for each project.
Explain why these team members will be more efficient, successful and flexible then other proposing consultant team members.
Provide proposed staff resumes.
Section 3: Professional References
Provide 3 public agency references for similar Projects. Provide the following information for each reference:
• Project Name
• Project Owner Agency Name
• Contact Person (Name, Email, Tel)
RFP FORREVITALIZATION OF TELEGRAPH RD AND WASHINGTON BLVD CORRIDORS PROJECT
• Narrative of services your firm provided, including any issues encountered during development of the plan, resolutions developed; was the plan completed on time and budget, if not, reasons; and any other regarding your firm’s performance.
Section 4: Timeline
A detailed timeline outlining the proposed schedule based on the tasks and deliverables including specific milestones and deadlines.
Any changes to the approved schedule must be formally requested in advance using a Cityprovided form and is subject to approval by the City’s Project Manager.
Section 5: City’s Standard Professional Services Agreement The City’s Standard Professional Services Agreement, which will be executed by the selected consultant, is provided as Attachment “B”: City’s Standard Professional Services Agreement.
Please review the document and provide comments you may have. Please note that the City does not guarantee that any revisions to the contract will be accepted.
Section 6: Firm Qualifications
Explain why your firm should be considered the most qualified for this project.
Provide any special qualifications relevant to this project, which in your opinion sets your firm apart from other proposers for this project.
Provide your firm’s general service capabilities, qualifications and experience.
Section 7: Fee Proposal
The Fee Proposal should include clear line items by tasks and deliverables based on hourly schedule for a not to exceed amount. Each cost should include details such as item description, hours worked, materials, or other explanations as needed.
CONSULTANT SELECTION METHODOLOGY
The City, and staff assigned, will review the proposals received. The review will include various factors. While the Fee is not a defining factor in the selection of the consultant, it will also be reviewed for cost effectiveness based on the scope and level of effort included in the proposals.
At City’s sole discretion, City may invite top 3 consultants deemed to be highest qualified for an interview. The City will enter into a contract with the most qualified consultant that in City’s opinion provides the best value to the City.
RFP FORREVITALIZATION OF TELEGRAPH RD AND WASHINGTON BLVD CORRIDORS PROJECT
The consultant/proposal evaluation factors will include:
Evaluation Criteria Max Points
Compliance with the RFP Requirements, Proposal Quality 15 Project Understanding, Approach, Methodology, including responsiveness, flexibility 25 Experience of Assigned Staff, including prior experience of working relationship of key team members in the past
25 Similar Project Experience 20
Schedule Efficiency 15
Cost Effectiveness. No point is assigned for fee, but Fee must be fair and reasonable. City will consider the fee accordingly and select the most qualified consultant that in City’s opinion provides the best value to the City
Total Points 100
Consultant Presentation and Final Selection:
After the review of proposals based on the evaluation criteria outlined above, the top 2 or 3 firms deemed to be the highest qualified will be invited to make a formal presentation of their proposals to the City. The presentations will provide an opportunity for the City to further assess the firms' approach, clarify any aspects of their proposal, and engage in a discussion regarding the specifics of their methodology, project understanding, and team capabilities.
Following the presentations, the City will make its final selection based on the best overall fit, qualifications, and value offered by the consultant. The City will enter into a contract with the consultant who, in its opinion, provides the best value and is most qualified to meet the City’s needs.
QUESTIONS
All inquiries regarding this request must be submitted to PlanetBids. Questions will be accepted until 10 calendar days prior to proposal due date. City will post responses to questions within approximately 5 calendar days of receiving them. The City will post final responses 5 calendar days prior to proposal due date.
PROPOSAL SUBMITTAL PROTOCOL
Proposals shall be submitted in searchable pdf format by Thursday, March 19, 2026, at 5:00 PM on PlanetBids.
RFP FORREVITALIZATION OF TELEGRAPH RD AND WASHINGTON BLVD CORRIDORS PROJECT
Please address the Proposals to:
City of Commerce
ATTN: Shahid Abbas, Public Works Director
2535 Commerce Way
Commerce, CA 90040
Please use the following Title for the Proposal:
PROPOSAL FOR REVITALIZATION OF TELEGRAPH RD AND WASHINGTON BLVD CORRIDORS
PROJECT
Submittals received after the specified date and time will be considered late and will not be considered for further evaluation.
PROTEST PROCEDURES
This section sets forth the protest remedies available with respect to the RFP. Each prospective consultant, by submitting its Proposal, expressly recognizes the limitation on its rights to protest contained herein, and expressly waives all other rights and remedies. Each prospective consultant agrees that the decision on any protest, as provided herein, will be final and binding on the protestant.
All protests and related statements shall be submitted to:
City of Commerce
ATTN: City Clerk
2535 Commerce Way
Commerce, CA 90040
DEBRIEFING
Proposers who submit a proposal in response to the RFP shall be notified in writing when the proposer was not selected to receive further consideration. Proposers who were not awarded the contract may obtain a debriefing by contacting:
City of Commerce
ATTN: City Clerk
2535 Commerce Way
Commerce, CA 90040
Proposers will have thirty (30) calendar days from the date identified in the written correspondence to request a debriefing.
PUBLIC RECORDS ACT
RFP FORREVITALIZATION OF TELEGRAPH RD AND WASHINGTON BLVD CORRIDORS PROJECT
Proposals may be subject to public disclosure under the California Public Records Act and other public records laws, and by submitting a proposal, the proposer waives all rights to confidentiality of any information submitted in the proposal and agrees to any and all such disclosures required or permitted by law. Proposals become the property of the City when submitted and by submitting a proposal, the proposer agrees that the City may use any information, documentation or writing contained in the proposal for any the City purpose.
PRE-CONTRACTUAL EXPENSES IN RESPONDING TO THE RFP PREPARATION The City shall not be liable for any pre-contractual expenses incurred by any proposer or by any selected consultant. Each proposer shall protect, defend, indemnify, and hold harmless the City from any and all liability, claims, or expenses whosoever incurred by, or on behalf of, the entity participating in the preparation of its response to this RFP. Pre-contractual expenses are defined as expenses incurred by proposers and the selected consultant, if any, in:
• Preparing and submitting information in response to this RFP • Negotiations with the City on any matter related to this procurement • Costs associated with interviews, meetings, travel or presentations • All other expenses incurred by a proposer/consultant prior to the date of award and a formal notice to proceed.
The City reserves the right to amend, withdraw and cancel this RFP. The City reserves the right to reject all responses to this request at any time prior to contract execution, or only award a partial contract for a limited scope of work. The City reserves the right to request or obtain additional information about any and all proposals.
REJECTION RIGHTS
The City reserves the right to amend, withdraw and cancel this request. The City reserves the right to reject all responses to this request at any time prior to contract execution. The City reserves the right to request or obtain additional information about any and all submittals.
ATTACHMENTS:
Attachment “A” City’s Standard Professional Services Agreement Attachment "B” Location Map
Attachment “A”
City’s Standard Professional Services Agreement
1 PROFESSIONAL SERVICES AGREEMENT
This agreement (“Agreement”) is made as of [Insert month and date] ____, [Insert Year] by and between the City of Commerce, a municipal corporation ("City") and_______________ (“Consultant”). City and Consultant are sometimes hereinafter individually referred to as a “Party” and collectively referred to as the “Parties.”
R E C I T A L S
WHEREAS, City desires to utilize the services of Consultant as an independent contractor to [insert brief description of work] as set forth in the Scope of Services attached hereto as Exhibit A; and
WHEREAS, Consultant represents that it is fully qualified to perform such consulting services by virtue of its experience and the training, education and expertise of its principals and employees.
NOW, THEREFORE, in consideration of performance by the parties of the covenants and conditions herein contained, the parties hereto agree as follows:
1. Company's Scope of Services. The nature and scope of the specific services to be performed by Consultant are as described in Exhibit A.
2. Term of Agreement. This Agreement shall commence on [Insert month and date], [Insert year] (the “Commencement Date”) and shall remain and continue in effect until tasks described in Exhibit A are completed, but in no event later than [Insert Date], unless sooner terminated pursuant to the provisions of this Agreement.
3. Compensation.
A. City agrees to compensate Consultant for services under this Agreement in compliance with the schedule set forth in Exhibit A. Consultant shall submit proper monthly invoices in the form and manner specified by City. Each invoice shall include a monthly breakdown of all monthly services performed together with the hours spent on each service. Consultant shall maintain appropriate and necessary documentation supporting the monthly invoices detailing the type of service provided. It shall be available for review by the City at all reasonable times upon request.
B. Total payment to Consultant pursuant to this Agreement shall not exceed ______________________________.
C. If at the request of the City, Consultant is required to incur out of pocket expenses (including but not limited to, out-of-town travel and lodging) which are above and beyond the ordinary expenses associated with performance of this Agreement, Consultant shall be entitled to reimbursement of such expenses. Consultant shall only be reimbursed for those expenses which: (I) appear on Consultant’s monthly invoices; (II) are accompanied by a copy of the City’s written authorization for Consultant to incur 2 such expenses; and (III) receipts documenting such expenses.
4. General Terms and Conditions. The General Terms and Conditions set forth in Exhibit B are incorporated as part of this Agreement. In the event of any inconsistency between the General Terms and Conditions and any other exhibit to this Agreement, the General Terms and Conditions shall control unless it is clear from the context that both parties intend the provisions of the other exhibit(s) to control.
5. Addresses.
City of Commerce
City of Commerce
2535 Commerce Way
Commerce, CA 90040
Attn: Edgar P. Cisneros, City Manager
Company
[Insert Selected Consulting Firm]
Attn: [Insert Contact Name]
6. Exhibits. All exhibits referred to in this Agreement are listed here and are incorporated and made part of this Agreement by this reference.
Exhibit A – Scope of Services and Compensation Schedule Exhibit B – General Terms and Conditions
SIGNATURES ON FOLLOWING PAGE
3 IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates written below.
CITY
CITY OF COMMERCE
By: ______________________________ ______________________ Kevin Lainez, Mayor Date
CONSULTANT
[Insert Consultant Name]
By: _______________________________ ________________________ [Insert Consultant Name] Date
ATTEST:
By: ______________________________ ________________________ Melanie Park, Deputy City Clerk Date
APPROVED AS TO FORM:
By: ______________________________ ________________________ Noel Tapia, City Attorney Date
1 EXHIBIT A
SCOPE OF WORK
1 EXHIBIT B
GENERAL TERMS AND CONDITIONS
1. Status as Independent Contractor.
A. Consultant is, and shall at all times remain as to City, a wholly independent contractor. Consultant shall have no power to incur any debt, obligation, or liability on behalf of the City of Commerce or otherwise act on behalf of Commerce as an agent.
Neither the City of Commerce nor any of its agents shall have control over the conduct of Consultant or any of Consultant’s employees, except as set forth in this Agreement.
Consultant shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of the City of Commerce.
B. Consultant agrees to pay all required taxes on amounts paid to Consultant under this Agreement, and to indemnify and hold City harmless from any and all taxes, assessments, penalties, and interests asserted against City by reason of the independent Consultant relationship created by this Agreement. In the event that City is audited by any Federal or State agency regarding the independent status of Consultant and the audit in any way fails to sustain the validity of a wholly independent Consultant relationship between City and Consultant, then Consultant agrees to reimburse City for all costs, including accounting and attorney's fees, arising out of such audit and any appeals relating thereto.
C. Consultant shall fully comply with the workers' compensation law regarding Consultant and Consultant’s employees. Consultant further agrees to indemnify and hold City harmless from any failure of Consultant to comply with applicable worker's compensation laws. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant’s failure to promptly pay to City any reimbursement or indemnification arising under this Section 1.
D. Consultant represents to the City, and City relies on Consultant’s representations, that Consultant shall serve solely in the capacity of an independent contractor to the City. Neither the City nor any of its agents will have control over the conduct of Consultant or any of Consultant’s employees, except as otherwise set forth in the Agreement. Consultant may not, at any time or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of the City. The City has no duty, obligation, or responsibility to the Consultant’s agents or employees, including the Affordable Care Act coverage requirements. Consultant is solely responsible for any tax penalties associated with the failure to offer affordable coverage to its agents and employees under the Affordable Care Act with respect to Consultant’s agents and employees. Consultant warrants and represents that the City will not be responsible and will not be held liable for issues related to Consultant’s status as an independent contractor, including Consultant’s failure to comply with Consultant’s duties, obligations, and responsibilities under the Affordable Care Act. Consultant further agrees to defend, indemnify, and hold the City harmless 2 for any and all taxes, claims, and penalties against the City related to Consultant’s obligations under the Affordable Care Act.
2. Standard of Performance
Consultant shall perform all work to the highest professional standards and in a manner reasonably satisfactory to the City Manager or his/her designee. No additional or different tasks or services shall be performed by Consultant other than those specified in Exhibit A.
3. Indemnification.
A. Consultant is skilled in the professional calling necessary to perform the services and duties agreed to be performed under this Agreement, and City is relying upon the skill and knowledge of Consultant to perform said services and duties.
B. City and its respective elected and appointed boards, officials, officers, agents, employees and volunteers (individually and collectively, "Indemnities") shall have no liability to Consultant or any other person for, and Consultant shall indemnify, defend, protect and hold harmless Indemnities from and against, any and all liabilities, claims, actions, causes of action, proceedings, suits, damages, judgments, liens, levies, costs and expenses of whatever nature, including reasonable attorneys' fees and disbursements (collectively "Claims"), which Indemnities may suffer or incur or to which Indemnities may become subject by reason of or arising out of any injury to or death of any person(s), damage to property, loss of use of property, economic loss or other loss occurring as a result of or allegedly caused by Consultant’s performance of or failure to perform any services under this Agreement or by the negligent or willful acts or omissions of Consultant, its agents, officers, directors, subcontractor, sub consultant or employees, committed in performing any of the services under this Agreement. Notwithstanding the foregoing, the provisions of this subsection shall not apply to Claims occurring as a result of the City’s sole negligence or willful acts or omissions.
C. Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth in this Section from each and every subcontractor, sub consultant or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. In the event Consultant fails to obtain such indemnity obligations from others as required in this Section, Consultant agrees to be fully responsible according to the terms of this Section.
Failure of the City to monitor compliance with these requirements imposes no additional obligations on City and will in no way serve as a waiver of any rights hereunder. This obligation to indemnify and defend Indemnities as set forth herein shall survive the termination of this Agreement and is in addition to any rights which City may have under the law. This indemnity is effective without reference to the existence or applicability of any insurance coverage which may have been required under this Agreement or any additional insured endorsements which may extend to 3 City.
4. Insurance.
A. Without limiting Consultant’s indemnification of Indemnities pursuant to Section 3 of this Agreement, Consultant shall obtain and provide and maintain at its own expense during the term of this Agreement the types and amounts of insurance as described below:
(I) Consultant shall maintain Commercial General Liability Insurance with coverage at least as broad as Insurance Services Office Commercial General Liability Form CG 00 01 in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.
(II) Consultant shall maintain Business Auto Coverage on ISO Business Auto Coverage Form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, nonowned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident.
(III) Consultant shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance with on a state approved policy form providing statutory benefits as required by law with employer’s liability limits no less than $1,000,000 per accident for all covered losses; (IV) Consultant shall maintain Professional Liability or Errors and Omissions Insurance that covers the services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement.
B. City, its officers, officials, employees and volunteers shall be named as additional insureds on the policy(ies) as to commercial general liability and automotive liability.
C. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger) 4 in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager.
D. All insurance policies shall provide that the insurance coverage shall not be non-renewed, canceled, reduced, or otherwise modified (except through the addition of additional insureds to the policy) by the insurance carrier without the insurance carrier giving City thirty (30) days' prior written notice thereof. Any such thirty (30) day notice shall be submitted to CITY via certified mail, return receipt requested, addressed to “Director of Human Resources & Risk Management,” City of Commerce, 2535 Commerce Way, Commerce, California, 90040. Consultant agrees that it will not cancel, reduce or otherwise modify said insurance coverage.
E. Consultant shall submit to City (I) insurance certificates indicating compliance with the minimum worker's compensation insurance requirements above, and (II) insurance policy endorsements indicating compliance with all other minimum insurance requirements above, not less than one (1) day prior to beginning of performance under this Agreement. Endorsements shall be executed on City’s appropriate standard forms entitled "Additional Insured Endorsement".
F. Consultant’s insurance shall be primary as respects the City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees and volunteers shall be excess of Consultant’s insurance and shall not contribute with it.
G. Consultant agrees that if it does not keep the aforesaid insurance in full force and effect, and such insurance is available at a reasonable cost. City may take out the necessary insurance and pay the premium thereon, and the repayment thereof shall be deemed an obligation of Consultant’s and the cost of such insurance may be deducted, at the option of City, from payments due Consultant.
5. Release of Information/Confidentiality.
A. Consultant in the course of its duties may have access to confidential data of City, private individuals, or employees of the City. Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without written authorization by City. City shall grant such authorization if disclosure is required by law. All City data shall be returned to City upon the termination of this Agreement. Consultant, its officers, employees, agents, or subconsultants, shall not without written authorization from the City Manager, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories, or other information concerning the work performed under this Agreement or relating to any project or property located within the City. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena. Consultant’s covenant under this section shall survive the termination of this Agreement.
5 B. Consultant shall promptly notify City should Consultant, its officers, employees, agents, or subconsultants be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions, or other discovery request, court order, or subpoena from any person or party regarding this Agreement and the work performed thereunder. City retains the right, but has no obligation, to represent Consultant and/or be present at any deposition, hearing, or similar proceeding. Consultant agrees to cooperate fully with City and to provide the opportunity to review any response to discovery requests provided by Consultant. However, City's right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response
6. Ownership of Work Product.
A. Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts, and other such information required by the City that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identi¬fied and readily accessible. Consultant shall provide free access to the representatives of the City or its designees at reasonable times to such books and records; shall give the City the right to examine and audit said books and records; shall permit the City to make transcripts therefrom as necessary; and shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment.
B. Upon completion of, or in the event of termination or suspension of this Agreement, all original documents, designs, drawings, maps, models, computer files, surveys, notes, and other documents prepared in the course of providing the services to be performed pursuant to this Agreement shall become the sole property of the City and may be used, reused, or otherwise disposed of by the City without the permission of the Consultant. With respect to computer files, Consultant shall make available to the City, at the Consultant's office and upon reasonable written request by the City, the necessary computer software and hardware for purposes of accessing, compiling, transferring, and printing computer files.
7. Conflict of Interest.
A. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the services to be performed by Consultant under this Agreement, or which would conflict in any manner with the performance of its services hereunder. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest which would conflict in any manner with the performance of its services pursuant to this 6 Agreement.
B. Consultant covenants not to give or receive any compensation, monetary or otherwise, to or from the ultimate vendor(s) of services to City as a result of the performance of this Agreement, or the services that may be procured by the City as a result of the recommendations made by Consultant’s covenants under this section shall survive the termination of this Agreement.
8. Termination. Notwithstanding any other provision, this Agreement may be duly terminated at any time by the City at its sole discretion with or without cause by serving upon the consultant at least ten (10) days prior written notice (“Notice of Termination”).
Upon receipt of said notice, the Consultant shall immediately cease all work under this Agreement, unless the notice provides otherwise. Unless expressly agreed upon in writing by the City, the City shall not be obligated to pay for any services rendered nor any costs or expenses paid or incurred after the date of termination. The effective date of termination shall be upon the date specified in the written Notice of Termination.
Consultant agrees that in the event of such termination, Consultant must refund the City its prorated share, except for services satisfactorily rendered prior to the effective date of termination. Immediately upon receiving written Notice of Termination, Consultant shall discontinue performing services, preserve the product of the services and upon payment for services, turn over to City the product of the services in accordance with written instructions of City.
In the event this Agreement is terminated pursuant to this Section, the City shall pay to Consultant the actual value of the work performed up to the time of termination, provided that the work performed is of value to the City. Upon termination of the Agreement pursuant to this Section, the Consultant will submit an invoice to the City.
9. Personnel. Consultant represents that it has, or will secure at its own expense, all personnel required to perform the services under this Agreement. All of the services required under this Agreement will be performed by Consultant or under its supervision, and all personnel engaged in the work shall be qualified to perform such services.
Consultant reserves the right to determine the assignment of its own employees to the performance of Consultant’s services under this Agreement, but City reserves the right, for good cause, to require Consultant to exclude any employee from performing services on City's premises.
10. Non-Discrimination and Equal Employment Opportunity.
A. Consultant shall not discriminate as to race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation, in the performance of its services and duties pursuant to this Agreement, and will comply with all rules and regulations of City relating thereto. Such nondiscrimination shall include but not be limited to the following: employment, upgrading, demotion, transfers, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, 7 including apprenticeship.
B. Consultant will, in all solicitations or advertisements for employees placed by or on behalf of Consultant state either that it is an equal opportunity employer or that all qualified applicants will receive consideration for employment without regard to race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation.
C. Consultant will cause the foregoing provisions to be inserted in all subcontracts for any work covered by this Agreement except contracts or subcontracts for standard commercial supplies or raw materials.
11. Assignment. Consultant shall not assign or transfer any interest in this Agreement nor the performance of any of Consultant obligations hereunder, without the prior written consent of City, and any attempt by Consultant to assign this Agreement or any rights, duties, or obligations arising hereunder shall be void and of no effect.
12. Performance Evaluation. For any Agreement in effect for twelve months or longer, the City Manager may require a written annual administrative performance evaluation within ninety (90) days of the first anniversary of the effective date of this Agreement, and each year thereafter throughout the term of this Agreement. The work product required by this Agreement shall be utilized as the basis for review, and any comments or complaints received by City during the review period, either orally or in writing, shall be considered. City shall meet with Consultant prior to preparing the written report. If any noncompliance with the Agreement is found, City may direct Consultant to correct the inadequacies, or, in the alternative, may terminate this Agreement as provided herein.
13. Compliance with Laws. Consultant shall keep itself informed of State, Federal and Local laws, ordinances, codes and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. Consultant shall at all times comply with such laws, ordinances, codes and regulations. The City, its officers and employees shall not be liable at law or in equity occasioned by failure of Consultant to comply with this Section.
14. Licenses. At all times during the term of this Agreement, Consultant shall have in full force and effect all licenses (including a City business license) required of it by law for performance of the services hereunder.
15. Non-Waiver of Terms, Rights and Remedies. Waiver by either party of any one or more of the conditions of performance under this Agreement shall not be a waiver of any other condition of performance under this Agreement. In no event shall the making by City of any payment to Consultant constitute or be construed as a waiver by City of any breach of covenant, or any default which may then exist on the part of Consultant, and the making of any such payment by City shall in no way impair or prejudice any right or remedy available to City with regard to such breach or default. 8 16. Attorney's Fees. In the event that either party to this Agreement shall commence any legal or equitable action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action or proceeding shall be entitled to recover its costs of suit, including reasonable attorney's fees and costs, including costs of expert witnesses and Consultant.
17. Notices. Any notices, bills, invoices, or reports required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during Consultant regular business hours or by facsimile before or during Consultant regular business hours; or (b) on the third business day following deposit in the United States mail, postage prepaid, to the addresses heretofore set forth in the Agreement, or to such other addresses as the parties may, from time to time, designate in writing pursuant to the provisions of this section.
18. Governing Law. This Agreement shall be construed and interpreted both as to validity and to performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California. However, the Parties may agree to submit any dispute to non-binding arbitration.
19. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be the original, and all of which together shall constitute one and the same instrument.
20. Severability. If any provision or any part of any provision of this Agreement is found to be invalid or unenforceable, the balance of this Agreement shall remain in full force and effect.
21. Entire Agreement. This Agreement, and any other documents incorporated herein by specific reference, represents the entire and integrated agreement between Consultant and City. This Agreement supersedes all prior oral or written negotiations, representations or agreements. This Agreement may not be amended, nor any provision or breach hereof waived, except in a writing signed by the Parties which expressly refers to this Agreement. Amendments on behalf of the City will only be valid if signed by the Mayor and attested by the City Clerk.
22. Authority. The person or persons executing this Agreement on behalf of Consultant warrants and represents that he/she has the authority to execute this Agreement on behalf of Consultant and has the authority to bind Consultant to the performance of its obligations hereunder.
23. Force Majeure. A Party’s performance of any obligation under this Agreement shall be suspended if, and to the extent that, the Party is unable to perform because of any event of Force Majeure. In any such event, the Party unable to perform shall be 9 required to resume performance of its obligations under this Agreement upon the termination of the event or cause that excused performance hereunder. “Force Majeure” herein means an event which is beyond the reasonable control of a Party, including without limitation, (a) acts of God including flood, fire, earthquake, hurricane or explosion, pandemic; (b) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (c) government order or law that prevents either Party from performing its obligations as set forth in this Agreement; (d) actions, embargoes or blockades in effect on or after the date of this Agreement; (e) action by any governmental authority that prevents either Party from performing its obligations as set forth in this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns or other industrial disturbances, other than those involving the affected parties employees; (h) shortage of adequate power or transportation facilities.
Neither Party shall be liable for any delay or default in, or failure of, performance resulting from or arising out of any Force Majeure event, and no such delay, default in, or failure of performance shall constitute a breach by either Party hereunder. Where a Force Majeure event gives rise to a failure or delay in either Party performing its obligations under this Agreement (other than obligations to make payment), those obligations will be suspended for the duration of the Force Majeure event. A Party who becomes aware of a Force Majeure event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under this Agreement, will forthwith notify the other and inform the other of the period for which it is estimated that such failure or delay will continue. The affected Party shall take reasonable steps to mitigate the effects of the Force Majeure event.
Attachment “B”
Location Map
WASHINGTON BLVD AND TELEGRAPH RD LOCATION MAP
TELEGRAPH RD
WASHINGTON BLVD