ATTACHMENT A
AGREEMENT
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PROFESSIONAL SERVICES AGREEMENT 26P043
ON-CALL COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG)
PROGRAM ADMINISTRATIVE SERVICES
This Professional Services Agreement (“Agreement”) is entered into this 1st day of July 2026 (“Effective Date”), by and between the City of Palm Springs, a California charter city and municipal corporation, (“City”) and The Ramsay Group, a sole proprietor, (“Consultant”). City and Consultant are individually referred to as “Party” and are collectively referred to as the “Parties.”
RECITALS
A. City r equires the services of a qualified firm , to provide on- call co mmunity development block grant (CDBG) program administrative services (“Project”).
B. Consultant has submitted to City a proposal to provide on-call community development block grant (CDBG) program administrative services, to City under the terms of this Agreement.
C. Consultant is qualified by virtue of its experience, training, education, reputation, and expertise to provide these services and has agreed to provide such services as provided in this Agreement.
D. City desires to retain Consultant to provide such professional services.
NOW, THEREFORE, in consideration of the promises and mutual obligations, covenants, and conditions contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
AGREEMENT
1. SER
VICES OF CONSULTANT
1. 1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant agrees to perform the professional services set forth in the Scope of Services described in Exhibit “A” (the “Services” or “Work”), which is attached and incorporated herein by this reference. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that Consultant is a provider of first class work and professional services and that Consultant is experienced in performing the Work contemplated and, in light of such status and experience, Consultant covenants that it shall perform the Work in a competent, professional, and satisfactory manner consistent with the level of care and skill ordinarily exercised by high quality, experienced and well qualified members of the profession currently practicing under similar conditions.
1. 2 Contract Documents. The Agreement between the Parties shall consist of the following: (1) this Agreement; (2) the Scope of Services; (3) the Request for Proposals 26- 25; and, (4) the Consultant’s signed, original proposal submitted to the City (“Consultant’s Proposal”), (collectively referred to as the “Contract Documents”). The Request for Proposals 26-25 and the Consultant’s Proposal, which are both attached as Exhibit “ A”, respectively, are incorporated herein by this reference and are made a part of this Agreement. The Scope of Services shall include the Consultant’s Proposal. All provisions of the Scope of Services, the City’s Request for Proposals and the Consultant’s Proposal shall be binding on the Parties. Should any conflict or
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inconsistency exist in the Contract Documents, the conflict or inconsistency shall be resolved by applying the provisions in the highest priority document, which shall be determined in the following order of priority: (1st) the provisions of the Scope of Services (Exhibit “A” ); (2 nd) the provisions of the City’s Request for Proposal; (3 rd) the terms of this Agreement; and, (4 th) the provisions of the Consultant’s Proposal.
1.3 Compliance with Law. Consultant warrants that all S ervices rendered shall be performed in accordance with all applicable federal, state, and local laws, statutes , ordinances lawful orders, rules, and regulations. Consultant shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement.
1.4 Licenses, Permits, Fees, and Assessments . Consultant represents and warrants to City that it has obtained all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession and perform the Work required by this Agreement. Consultant represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, qualification, or approval that is legally required for Consultant to perform the Work and under this Agreement.
1.5 Familiarity with Work. By executing this Agreement, Consultant warrants that Consultant: (a) has thoroughly investigated and considered the Scope of Services to be performed, (b) has carefully considered how the Services should be performed, and (c) fully understands the facilities, difficulties, and restrictions attending performance of the Services under this Agreement.
2. COMPENSATION
2.1 Maximum Contract Amount. For the Services rendered under this Agreement, Consultant shall be compensated by City in accordance with the Schedule of Compensation , which is attached as Exhibit “B” and incorporated herein by this reference. Compensation shall not exceed the maximum contract amount of Two Hundred Seventiy -Four Thousand Two Hundred Sixty -Seven Dollars and Zero Cents ($274,267.00) ( "Maximum Contract Amount"), except as may be provided under Section 2.3. The method of compensation shall be as set forth in Exhibit “B.” Compensation for necessary expenditures must be approved in advance by the Contract Officer designated under Section 4.2. The Maximum Contract Amount shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City .
Consultant shall not be entitled to any inc rease in the Maximum Contract Amount for attending these meetings.
2.2. Method of Payment . Un less another method of payment is specified in the Schedule of Compensation (Exhibit “B”), in any month in which Consultant wishes to receive payment, Consultant shall submit to the City an invoice for Services rendered prior to the date of the invoice. The invoice shall be in a form approved by the City’s Finance Director and must be submitted no later than the tenth (10th) working day of such month. Such requests shall be based upon the amount and value of the Services performed by Consultant and accompanied by such reporting data including an itemized breakdown of all costs incurred and tasks performed during the period covered by the invoice, as may be required by the City. City shall use reasonable efforts to make payments to Consultant within forty-five (45) days after receipt of the invoice or as soon as is reasonably practical. There shall be a maximum of one payment per month.
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2.3 Changes in Scope. In the event any change or changes in the Scope of Services is requested by City, the Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into:
A. To provide for revisions or modifications to documents, work product, or work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Consultant’s profession.
2.4 Appropriations. This Agreement is subject to and contingent upon funds being appropriated by the City Council for each fiscal year covered by the Agreement. If such appropriations are not made, this Agreement shall automatically terminate without penalty to the City.
3. SCHEDULE OF PERFORMANCE
3.1 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of three years, commencing on the Effective Date, and ending on June 30, 2029 . The Parties may mutually extend the Term of this Agreement for up to two additional one- year periods (“Option Period(s) ”), provided, the Parties do so in writing prior to the expiration of the original Term of the then -current Option Period.
3.2 Termination Prior to Expiration of Term . The City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Consultant.
Where termination is due to the fault of Consultant and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Consultant shall immediately cease all Services except such as may be specifically approved by the Contract Officer. Consultant shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer after such notice. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed Services, and shall not be entitled to damages or compensation for termination of Work. Consultant may not terminate this Agreement except for cause, upon thirty (30) days written notice to City.
3.3 Schedule of Performance. Intentionally Omitted.
3.4 Force Majeure. The time for performance of Services to be rendered under this Agreement may be extended because of any delays due to a Force Majeure Event, if Consultant notifies the Contract Officer within ten (10) days of the commencement of the Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Consultant ’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the Work); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a 55575.18100\42907009.1
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municipal authority. After Consultant notification, the Contract Officer shall investigate the facts and the extent of any necessary delay, and extend the time for performing the Services for the period of the enforced delay when and if, in the Contract Officer’s judgment, such delay is justified.
The Contract Officer’s determination shall be final and conclusive upon the Parties to this Agreement. The Consultant will not receive an adjustment to the contract price or any other compensation. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.
4. COORDINATION OF WORK
4.1 Representative of Consultant . The following principal of Consultant is designated as being the principal and representative of Consultant authorized to act in its behalf and make all decisions with respect to the Services to be performed under this Agreement: Darrell Stamps. It is expressly understood that the experience, knowledge, education, capability, expertise, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the Services performed hereunder. The foregoing principal may not be changed by Consultant without prior written approval of the Contract Officer.
4.2 Contract Officer . The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Consultant shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the Services . Consultant shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer.
4.3 Prohibition Against Subcontracting or Assignments. The experience, knowledge, education, capability, and reputation of Consultant , its principals and employees, were a substantial inducement for City to enter into this Agreement. Consultant shall not contract with any other individual or entity to perform any Services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written app roval of City. Subcontracts, if any, shall contain a provisions making them subject to all provisions stipulated in this Agreement including without limitation the insurance and indemnification requirements. If Consultant is permitted to subcontract any part of this Agreement by City, Consultant shall be responsible to City for the acts and omissions of its subConsultant (s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subConsultant and City. All persons engaged in the Work will be considered employees of Consultant. City will deal directly with and will make all payments to Consultant. In addition, neither this Agreement nor any interest in this Agreement may be transferred, assigned, conveyed, hypothecated , or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written consent of City.In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release Consultant or any surety of Consultant from any liability under this Agreement without the express written consent of City.
4.4 Independent Consultant. The legal relationship between the Parties is that of an independent Consultant, and nothing shall be deemed to make Consultant a City employee.
A. During the performance of this Agreement, Consultant and its officers, employees, and agents shall act in an independent capacity and shall not act or represent 55575.18100\42907009.1
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themselves as City officers or employees. The personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Neither City nor any of its officers, employees, or agents shall have control over the conduct of Consultant or any of its officers, employees, or agents, except as set forth in this Agreement. Consultant, its officers, employees, or agents shall not maintain an office or any other type of fixed business locat ion at City’s offices. City 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 pay all wages, salaries, and other amounts due its employees in connection with this Agreement and shall be responsible for all reports and obligations respecting them, including but not limited to social security income tax withholding, unemployment compensation, workers’ compensation, and other similar matters. City shall not in any way or for any purpose be deemed to be a partner of Consultant in its business or otherwise a joint venturer or a member of any joint enterprise with Consultant.
B. Consultant shall not have any authority to bind City in any manner. This includes the power to incur any debt, obligation, or liability against City.
C. No City benefits shall be available to Consultant, its officers, employees, or agents in connection with any performance under this Agreement. Except for professional fees paid to Consultant as provided for in this Agreement, City shall not pay salaries, wages, or other compensation to Consultant for the performance of Services under this Agreement. City shall not be liable for compensation or indemnification to Consultant, its officers, employees, or agents, for injury or sickness arising out of performing Services. If for any reason any court or governmental agency determines that the City has financial obligations, other than under Section 2 and Subsection 1.8 in this Agreement , of any nature relating to salary, taxes, or benefits of Consultant’s officers, employees, servants, representatives, subConsultant s, or agents, Consultant shall indemnify City for all such financial obligations.
4.5 California Labor Code Requirements.
A. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. I t shall be mandatory upon the Consultant and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1).
B. If the Services are being performed as part of an applicable “public works” or “maintenance” project and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subcontractors performing such 55575.18100\42907009.1
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Services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant ’s sole responsibility to comply with all applicable registration and labor compliance requirements.
5. INSURANCE
5.1 Types of Insurance. Consultant shall procure and maintain, at its sole cost and expense, the insurance described herein. The insurance shall be for the duration of this Agreement and includes any extensions , unless otherwise specified in this Agreement . The insurance shall be procured in a form and content satisfactory to City. The insurance shall apply against claims which may arise from the Consultant's performance of Work under this Agreement, including Consultant's agents, representatives, or employees. In the event the City Manager determines that the Work or Services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Consultant agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the City Manager or his designee. Consultant shall immediately substitute any insurer whose A.M. Best rating drops below the levels specified in this Agreement. Except as otherwise authorized below for professional liability (errors and omissions) insurance, all insurance provided under this Agreement shall be on an occurrence basis. The minimum amount of insurance required shall be as follows:
A. Errors and Omissions Insurance. Consultant shall obtain and maintain in full force and effect throughout the term of this Agreement, standard industry form professional liability (errors and omissions) insurance coverage in an amount of not less than one million dollars ($1,000,000.00) per occurrence and two-million dollars ($2,000,000.00) annual aggregate, in accordance with the provisions of this section.
required
X is not required;
(1) Consultant shall either: (a) certify in writing to the City that Consultant is unaware of any professional liability claims made against Consultant and is unaware of any facts which may lead to such a claim against Consultant; or (b) if Consultant does not provide the certification under (a), Consultant shall procure from the professional liability insurer an endorsement providing that the required limits of the policy shall apply separately to claims arising from errors and omissions in the rendition of services under this Agreement.
(2) If the policy of insurance is written on a “claims made” basis, the policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of three (3) years from the date of the completion of the Services provided hereunder. In the event of termination of the policy during this period, Consultant shall obtain continuing insurance coverage for the prior acts or omissions of Consultant during the course of performing Services under the terms of this Agreem ent. The coverage shall be evidenced by either a new policy evidencing no gap in coverage, or by obtaining separate extended “tail” coverage with the present or new carrier or other insurance arrangements providing for complete coverage, either of which shall be subject to the written approval by the City Manager.
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the policy shall be continued in full force and effect during the term of this Agreement, or until completion of the Services provided for in this Agreement, whichever is later. In the event of termination of the policy during this period, new coverage shall immediately be obtained to ensure coverage during the entire course of performing the Services under the terms of this Agreement.
B. Workers’ Compensation Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, w orkers’ compensation insurance in at least the minimum statutory amounts, and in compliance with all other statutory requirements, as required by the State of California. Consultant agrees to waive and obtain endorsements from its workers’ compensation insurer waiving subrogation rights under its workers’ compensation insurance policy against the City and to require each of its subConsultants, if any, to do likewise under their workers’ compensation insurance policies. If Consultant has no employees, Consultant shall complete the City’s Request for Waiver of Workers’ Compensation Insurance Requirement form.
C. Commercial General Liability Insurance . Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of at least one million dollars ($1,000,000.00) and two million dollars ($2,000,000.00) general aggregate for bodily injury and property damage including coverages for contractual liability, personal injury, independent Consultants, broad form property damage, products and completed operations.
D. Business Automobile Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of business automobile liability insurance written on a per occurrence basis with a single limit liability in the amount of one million dollars ($1,000,000.00) bodily injury and property damage. The policy shall include coverage for owned, non-owned, leased, and hired cars.
E. Employer Liability Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of employer liability insurance written on a per occurrence basis with a policy limit of at least one million dollars ($1,000,000.00) for bodily injury or disease.
5.2 Deductibles and Self -Insured Retentions . Any deductibles or self -insured retentions must be declared to and approved by the City Manager or his/her designee prior to commencing any work or services under this Agreement. Consultant guarantees payment of all deductibles and self -insured retentions . City reserves the right to reject deductibles or self - insured retentions in excess of $10,000, and the City Manager or his/her designee may require evidence of pending claims and claims history as well as evidence of Consultant’s ability to pay claims for all deductible amounts and self-insured retentions proposed in excess of $10,000.
5.3 Other Insurance Requirements. The following provisions shall apply to the insurance policies required of Consultant under this Agreement:
A. For any claims related to this Agreement, Consultant’s coverage shall be primary insurance with respect to the City and its officers, council members, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City and its officers, council members, officials, employees, agents, and volunteers shall be in excess of Consultant’s insurance and shall not contribute with it.
B. Any failure to comply with reporting or other provisions of the policies, 55575.18100\42907009.1
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including breaches of warranties, shall not affect coverage provided to City and its officers, council members, officials, employees, agents, and volunteers.
C. All insurance coverage and limits provided by Consultant and available or applicable to this Agreement are intended to apply to each insured, including additional insureds, against whom a claim is made or suit is brought to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations shall limit the application of such insurance coverage.
D. No required insurance coverages may include any limiting endorsement which substantially impairs the coverages set forth in this Agreement (e.g., elimination of contractual liability or reduction of discovery period), unless the endorsement has first been submitted to the City Manager and approved in writing.
E. Consultant agrees to require its insurer to modify insurance endorsements to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the endorsements. Certificates of insurance will not be accepted in lieu o f required endorsements, and submittal of certificates without required endorsements may delay commencement of the Project. It is Consultant’s obligation to ensure timely compliance with all insurance submittal requirements as provided in this Agreement.
F. Consultant agrees to ensure that subConsultant s, and any other parties involved with the Project who are brought onto or involved in the P roject by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with sub Consultants and others engaged in the Project will be submitted to the City for review.
G. Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on the City nor does it waive any rights in this or any other regard.
H. Consultant shall provide proof that policies of insurance required in this Agreement, expiring during the term of this Agreement, have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. Endorsements as required in this Agreement applicable to the renewing or new coverage shall be provided to City no later than ten (10) days prior to expiration of the lapsing coverage.
I. Requirements of specific insurance coverage features or limits contained in this section are not intended as limitations on coverage, limits, or other requirements, or as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all-inclusive.
J. The requirements in this section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impair the provisions of this section.
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K. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the Work performed under this Agreement and for any other claim or loss which may reduce the insurance available to pay claims arising out of this Agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City , or to reduce or dilute insurance available for payment of potential claims.
L. Consultant agrees that the provisions of this section shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages resulting from the Consultant’s activities or the activities of any person or person for which the Consultant is otherwise responsible.
5.4 Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best’s Key Rating of B++, Class VII, or better, unless such requirements are w aived in writing by the City Manager or his designee due to unique circumstances.
5.5 Verification of Coverage. Consultant shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, affecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work comm ences. City reserves the right to require Consultant’s insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers’ Compensation policies.
Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate:
A. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured…” ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement).
B. "This insurance is primary and non -contributory over any insurance or self - insurance the City may have..." ("as respects City of Palm Springs Contract No.___ " or "for any and all work performed with the City" may be included in this statement).
C. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named. " Language such as, “endeavor to” mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out.
D. Both the Workers’ Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers.
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In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificat es of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Consultant’s obligation to provide them.
6. INDEMNIFICATION
6.1 Indemnification and Reimbursement. To the fullest extent permitted by law, Consultant shall defend (at Consultant’s sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the “Indemnified Parties”), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively “Claims”), including but not limited to, Claims arising from injuries to or death of persons (Consultant’s employees included), for damage to property, including property owned by City, for any violation of any federal, state, or local law or ordinance or in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct committed by Consultant , its officers, employees, representatives, and agents, that arise out of or relate to Consultant’s performance of Services or this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the Indemnified Parties. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Consultant’s indemnification obligation or other liability under this Agreement. Consultant ’s indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final.
6.2 Design Professional Services Indemnification and Reimbursement. If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant ’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant in the performance of the Services or this Agreement, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.
7. REPORTS AND RECORDS
7.1 Accounting Records. Consultant shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement.
Consultant shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and to enable the Contract Officer to evaluate the performance of such Services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records.
7.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the S ervices required by this Agreement , or as the Contract Officer shall require. Consultant acknowledges that the City is greatly concerned about 55575.18100\42907009.1
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the cost of the Work to be performed under this Agreement. For this reason, Consultant agrees that Consultant shall promptly notify the Contract Officer the estimated increased or decreased cost if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the Services. If Consultant is providing design services, Consultant shall promptly notify the Contract Officer the estimated increased or decreased cost for the project being designed if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the design services.
7.3 Ownership of Documents. All drawings, specifications, reports, records, documents, memoranda, correspondence, computations , and other materials prepared by Consultant, its employees, subConsultant s, and agents in the performance of this Agreement shall be the property of City and shall be promptly delivered to City upon request of the Contract Officer or upon the termination of this Agreement . Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials. Any use of such completed documents for other projects and/or use of incomplete documents without specific written authorization by the Consultant will be at the City's sole risk and without liability to Consultant, and the City shall indemnify the Consultant for all resulting damages. Consultant may retain copies of such documents for their own use. Consultant shall have an unrestricted right to use the concepts embodied tin this Agreement. Consultant shall ensure that all its subConsultants shall provide for assignment to City of any documents or materials prepared by them. In the event Consultant fails to secure such assignment, Consultant shall indemnify City for all resulting damages.
7.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of Services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer.
All information gained by Consultant in the performance of this Agreement shall be considered confidential and shall not be released by Consultant without City’s prior written authorization.
7.5 Audit and Inspection of Records. After receipt of reasonable notice and during the regular business hours of City, Consultant shall provide City, or other agents of City, such access to Consultant’s books, records, payroll documents, and facilities as City deems necessary to examine, copy, audit , and inspect all accounting books, records, work data, documents , and activities directly related to Consultant’s performance under this Agreement . Consultant shall maintain such books, records, data , and documents in accordance with generally acc epted accounting principles and shall clearly identify and make such items readily accessible to such parties during the term of this Agreement and for a period of three (3) years from the date of final payment by City hereunder.
8. ENFORCEMENT OF AGREEMENT
8.1 California Law and Venue. This Agreement shall be construed and interpreted both as to validity and as 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 Riverside , State of California, or any other appropriate court in such County, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action.
8.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms 55575.18100\42907009.1
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of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs.
8.3 Default of Consultant. Consultant’s failure to comply with any provision of this Agreement shall constitute a default.
A. If the City Manager, or his designee, determines that Consultant is in default in the performance of any of the terms or conditions of this Agreement, he/she shall notify Consultant in writing of such default. Consultant shall have ten (10) days, or such longer period as City may d esignate, to cure the default by rendering satisfactory performance. In the event Consultant fails to cure its default within such period of time, City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice of any remedy to which City may be entitled at law, in equity, or under this Agreement. Consultant shall be liable for all reasonable costs incurred by City as a result of such default. Compliance with the p rovisions of this section shall not constitute a waiver of any City right to take legal action in the event that the dispute is not cured, provided that nothing shall limit City’s right to terminate this Agreement without cause under Section 3.2.
B. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 8.3(A), take over the work and prosecute the same to completion by contract or otherwise. T he Consultant shall be liable to the extent that the total cost for completion of the Services required hereunder exceeds the Maximum Contract Amount (provided that the City shall use reasonable efforts to mitigate such damages). The City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. The withholding or failure to withhold payments to Consultant shall not limit Consultant’s liability for completion of the Services as provided in this Agreement.
8.4 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. Any waiver by the Parties of any default or breach of any covenant, condition, or term contained in this Agreement, shall not be construed to be a waiver of any subsequent or other default or breach, nor shall failure by the Parties to require exact, full, and complete compliance with any of the covenants, conditions, or terms contained in this Agreement be construed as changing the terms of this Agreement in any manner or preventing the Parties from enforcing the full provisions.
8.5 Rights and Remedies Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.
8.6 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct , remedy or recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 55575.18100\42907009.1
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8.7 Attorney Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non-judicial proceeding, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to recover from the non- prevailing Party all reasonable costs and expenses. These include but are not limited to reasonable attorney fees, expert consultant fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment ente red in such proceeding. To the extent authorized by law, in the event of a dismissal by the plaintiff or petitioner of the litigation or non- judicial proceeding within thirty (30) days of the date set for trial or hearing, the other Party shall be deemed to be the prevailing Party in such litigation or proceeding.
9. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
9.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Consultant, or any successor-in-interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.
9.2 Conflict of Interest. Consultant acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement nor shall Consultant enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one (1) year thereafter. Consultant warrants that Consultant has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement.
9.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Consultant shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin ( i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis”). Consultant shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City’s lawful capacity to enter this Agreement, and in executing this Agreement, Consultant certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Consultant activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or ot her forms of compensation; and selection for training, including apprenticeship; and further, that Consultant is in full compliance with the provisions of Palm Springs Municipal Code Section 7.05.02, including without limitation the provision of benefits, relating to non-discrimination in city contracting.
10. MISCELLANEOUS PROVISIONS
10.1 Patent and Copyright Infringement. To the fullest extent permissible under law, and in lieu of any other warranty by City or Consultant against patent or copyright infringement, statutory or otherwise:
A. It is agreed that Consultant shall defend at its expense any claim or suit against City on account of any allegation that any item furnished under this Agreement, or the normal use or sale arising out of the performance of this Agreement, infringes upon any presently existing U.S. letters patent or copyright and Consultant shall pay all costs and damages finally 55575.18100\42907009.1
BB&K (2024) Page 14 of 21
awarded in any such suit or claim, provided that Consultant is promptly notified in writing of the suit or claim and given authority, information and assistance at Consultant’s expense for the defense of same, and provided such suit or claim arises out of, pertains to, or is related to the negligence, recklessness or willful misconduct of Consultant. However, Consultant will not indemnify City if the suit or claim results from: (1) City's alteration of a deliverable, such that City’s alteration of such del iverable created the infringement upon any presently existing U.S. letters patent or copyright; or (2) the use of a deliverable in combination with other material not provided by Consultant when it is such use in combination which infringes upon an existing U.S. letters patent or copyright.
B. Consultant shall have sole control of the defense of any such claim or suit and all negotiations for settlement in the event City fails to cooperate in the defense of any suit or claim, provided, however, that such defense shall be at Consultant’s expense. Consultant shall not be obligated to indemnify City under any settlement that is made without Consultant’s consent, which shall not be unreasonably withheld. If the use or sale of such item is enjoined as a result of the suit or claim, Consultant, at no expense to City, shall obtain for City the right to use and sell the item, or shall substitute an equivalent item acceptable to City and extend this patent and copyright indemnity thereto.
10.2 Notice. Any notice, demand, request, consent, approval, or communication that either party desires, or is required to give to the other party or any other person shall be in writing.
All notices shall be personally delivered, sent by pre- paid First Class U.S. Mail, registered or certified mail, postage prepaid, return receipt requested, or delivered or sent by facsimile with attached evidence of completed transmission. All notices shall be deemed received upon the earlier of (i) the date of delivery to the address of the person to receive such notice if delivered personally or by messenger or overnight courier; (ii) five (5) business days after the date of posting by the United States Post Office if by mail; or (iii) when sent if given by facsimile. Any notice, request, demand, direction, or other communication sent by facsimile must be confirmed within forty-eight (48) hours by letter mailed or delivered. Other forms of electronic transmission such as e-mails, text messages, and instant messages are not acceptable manners of notice required hereunder. Notices or other communications shall be addressed as follows:
To City: City of Palm Springs
Attention: City Manager & City Clerk
3200 E. Tahquitz Canyon Way
Palm springs, California 92262
Telephone: (760) 323-8204
Facsimile: (760) 323-8332
To Consultant: The Ramsay Group
23630 Clover Trail
Calabasas, CA 91302
Telephone: (213) 256-7657
10.3 Integrated Agreement. This Agreement constitutes the entire understanding between the Parties and supersedes and cancels all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to the subject matter in this Agreement.
10.4 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement signed by all Parties. 55575.18100\42907009.1
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10.5 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement shall be determined to be invalid by a final judgment or decree of a court of competent jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the reminder of that provision, or the remaining provisions of this Agreement unless the invalid provision is so material that its invalidity deprives either Party of the basic benefit of their bargain or renders this Agreement meaningless.
10.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties’ successors and assignees.
10.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third- party beneficiary or otherwise, upon any entity or person not a party to this Agreement.
10.7 Recitals. The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same.
10.8. Corporate Authority. Each of the undersigned represents and warrants that (i ) the Party for which he or she is executing this Agreement is duly authorized and existing, (ii) he or she is duly authorized to execute and deliver this Agreement on behalf of the P arty for which he or she is signing, (iii) by so executing this Agreement, the Party for which he or she is signing is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any o ther Agreement to which the Party for which he or she is signing is bound.
10.9 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.
10.10 Compliance with Economic Sanctions in Response to Russia's Actions in Ukraine. When funding for the services is provided, in whole or in part, by an agency controlled of the State of California, Consultant shall fully and adequately comply with California Executive Order N-6-22 (“Russian Sanctions Program”). As part of this compliance process, Consultant shall also certify compliance with the Russian Sanctions Program by completing the form located in Exhibit “C” (Russian Sanctions Certification), attached hereto and incorporated herein by reference. Consultant shall also require any subconsultants to comply with the Russian Sanctions Program and certify compliance pursuant to this Section.
[SIGNATURES ON NEXT PAGE]
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SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE
CITY OF PALM SPRINGS AND THE RAMSAY GROUP
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below.
CONSULTANT:
By: ______________________________
Signature
Date: __
CITY OF PALM SPRINGS:
APPROVED BY CITY COUNCIL:
Date: __4/8/26_____ Item No.
APPROVED AS TO FORM: ATTEST:
By: ___________________________ By: _______________________________ City Attorney City Clerk
APPROVED:
By: _______________________________ Date:
City Manager – up to $150,000
Deputy/Assistant City Manager – up to $50,000
Director – up to $25,000
Manager – up to $5,000
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EXHIBIT “A”
SCOPE OF SERVICES
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1.1 Background:
The City of Palm Springs is a U.S. Department of Housing and Urban Development (HUD) entitlement jurisdiction and receives an annual allocation of Community Development Block Grant (CDBG) Program funds. These funds support a range of eligible community development activities, including housing, infrastructure, and services that benefit low- and moderate-income residents. The City seeks a qualified Consultant to provide on- call technical assistance and support services to ensure compliance with all HUD regulations and maintain accurate reporting and administration within HUD systems.
1.2 Scope:
Consultant shall provide the following services to the City throughout the term of the Agreement.
A. General Program Administration (On-Call Basis)
1. Provide technical assistance and general guidance to City staff regarding CDBG-eligible activities, compliance, and policy interpretation.
2. Advice on federal regulatory requirements, including 24 CFR Part 570 and related HUD guidance.
B. IDIS Administration
1. Perform IDIS project setup, amendment, reporting and closeout functions.
2. Maintain project data and financial information in IDIS, including draws, activity updates, performance measures, and narratives.
3. Ensure proper linkage of activities to the Consolidated Plan and Annual Action Plan goals and objectives.
4. Troubleshoot IDIS-related issues and provide ongoing staff training and support.
C. Compliance and Reporting
1. Prepare and/or assist in completing HUD-required documents
2. Consolidated Annual Performance and Evaluation Report (CAPER)
3. Labor Standards Reports
4. Cash on Hand Reports
5. Annual Action Plan (AAP)
6. Five-Year Consolidated Plan
7. Analysis of Impediments to Fair Housing (AI)
8. Conduct sub- recipient monitoring (desk or site reviews) and prepare related documentation.
9. Maintain all required records to ensure compliance with HUD reporting and record keeping requirements.
D. Environmental Review Compliance (NEPA)
1. Prepare or assist in the preparation of Environmental Review Records (ERRs) for all applicable CDBG-funded projects.
2. Ensure compliance with 24 CFR Part 58 and provide documentation necessary for the Request for Release of Funds (RROF), when applicable.
E. Public Notices and Outreach Support
1. Draft public notices related to HUD -required public hearings, plans, amendments, and performance reports.
2. Assist with community engagement efforts, public comment periods, and required hearings for HUD-related plans.
F. Other Services As Requested
1. Provide additional technical assistance or compliance support at the City’s request.
2. Support City communication with HUD regional representatives, as needed.
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1.3 Schedule:
Work will commence upon the issuance of a Notice to Proceed and may be requested throughout the term of the agreement, as needed, in alignment with HUD deadlines and City program timelines and shall be completed by the end of the contract term period.
The resulting contract for these services is an on- call as needed contract. No specific amount of work is guaranteed. The contract value is an estimated value only. All work authorized under the contract will be compensated on a time and material basis as outlined in the Section 4.4 Compensation.
1.4 Compensation:
Work will be compensated on an hourly rate basis. Consultant shall submit an itemized invoice monthly. Billings must reference a purchase order number and shall indicate the unit (contract) price. Consultant will be paid for the actual hours worked at the rates shown in the contract. Contract pricing includes all labor, expenses, and incidentals to complete the work outlined in the contract scope. The Consultant may request monthly payments based on the percentage of work completed for the previous month as long as a detailed progress report is provided to support the amount requested. No additional compensation will be due by the City unless the contract is modified for additional work requested by the City.
CITY OF PALM SPRINGS, CA
PROCUREMENT AND CONTRACTING DEPARTMENT
REQUEST FOR PROPOSALS 26-25
ON-CALL COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG)
PROGRAM ADMINISTRATIVE SERVICES
ISSUED: DECEMBER 22, 2025
TABLE OF CONTENTS
SECTION 1 – NOTICE OF REQUEST FOR PROPOSALS ..................................................... 2
1.1 Request for Proposals .............................................................................................. 2
1.2 Term ......................................................................................................................... 2
1.3 Schedule .................................................................................................................. 2
1.4 Procurement Officer and Delivery Address: .............................................................. 2 SECTION 2 – INSTRUCTIONS TO PROPOSERS .................................................................. 3
2.1 Obtaining RFP Documents and Addenda: ................................................................ 3
2.2 Pre-Proposal Conference: ........................................................................................ 3
2.3 Proposer’s Minimum Requirements: ......................................................................... 3
2.4 Submission of Proposals: ......................................................................................... 3 SECTION 3 – CONDITIONS GOVERNING THE PROCUREMENT ........................................ 5
3.1 Request for Clarifications/Questions: ........................................................................ 5
3.2 Proposers Ethical Behavior: ..................................................................................... 5
3.3 Proposals to Remain Open:...................................................................................... 5
3.4 Right to Accept or Reject Proposals: ........................................................................ 5
3.5 Responsibility of Proposer: ....................................................................................... 5
3.6 Insurance: ................................................................................................................ 5
3.7 Public Record: .......................................................................................................... 5
3.8 Cost Related to Proposal Preparation: ..................................................................... 6
3.9 Compliance with Law:............................................................................................... 6
3.10 Licenses, Permits, Fees and Assessments: ............................................................. 6
3.11 Investigations: .......................................................................................................... 6
3.12 Non-Collusion: .......................................................................................................... 7
3.13 Signed Proposal and Exceptions: ............................................................................. 7
3.14 Award of Contract: .................................................................................................... 7
3.15 Form of Agreement: ................................................................................................. 7 SECTION 4 – SCOPE OF WORK ........................................................................................... 9
4.1 Background: ............................................................................................................. 9
4.2 Scope: ...................................................................................................................... 9
4.3 Schedule: ................................................................................................................10
4.4 Compensation: ........................................................................................................10 SECTION 5 – PROPOSAL FORMAT AND ORGANIZATION .................................................11
5.1 Proposal Requirements: ..........................................................................................11
5.2 Proposal Format: .....................................................................................................11
5.3 Proposal Content: ....................................................................................................11
5.4 Submission of Proposal: ..........................................................................................13 SECTION 6 – PROPOSAL EVALUATION .............................................................................14
6.1 Evaluation of Proposals: ..........................................................................................14
6.2 Selection Process and Award of Contract: ...............................................................14 SECTION 7 – RFP FORMS ...................................................................................................16 SECTION 8 – SAMPLE AGREEMENT ................................................................................... 1
SECTION 1 – NOTICE OF REQUEST FOR PROPOSALS
1.1 Request for Proposals
The City of Palm Springs is requesting proposals from qualified firms to provide the City with on-call services to support the administration and compliance obligations under the Community Development Block Grant (CDBG) Program.
1.2 Term
The term of this contract will be for three (3) years, with two (2) one-year options to renew at the City’s sole discretion.
1.3 Schedule
The following is the schedule for this procurement:
Activity Due/Time
Request for Proposals Issued MONDAY, DECEMBER 22, 2025
Pre-Proposal Conference
WEDNESDAY, JANUARY 7, 2026,
9:00 AM PST
Requests for Clarifications from Proposers
are due
WEDNESDAY, JANUARY 14, 2026,
AT 2:00 PM PST
Responses to Requests for Clarification will
be posted via Addendum WEDNESDAY, JANUARY 28, 2026
Proposals are Due
WEDNESDAY, FEBRUARY 4, 2026,
AT 2:00 PM PST
Interviews (if Required) FEBRUARY 2026
Recommendation/Selection (tentative) FEBRUARY 2026
Projected Date for Award of Contract/ PO MARCH 2026
1.4 Procurement Officer and Delivery Address:
Tabitha Richards
City of Palm Springs – Procurement and Contracting Department City Hall
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262
Phone: 760.322.8368
Email: [email protected]
SECTION 2 – INSTRUCTIONS TO PROPOSERS
2.1 Obtaining RFP Documents and Addenda:
RFP documents including Addenda can be found on PlanetBids at:
https://pbsystem.planetbids.com/portal/47688/portal-home Proposers will then need to log in and locate this RFP for all related documents. It is the Proposers responsibility to check the PlanetBids site regularly to stay current on the documents that are available as this is the primary communication site for this RFP.
2.2 Pre-Proposal Conference:
A Pre-Proposal Conference will be held as follows:
Date: Wednesday, January 7, 2026
Time: 9:00 am PST
Location: Virtually. - Interested participants who wish to participate in the preproposal conference by either requesting a link to attend via email to:
[email protected] or by following the directions below:
Microsoft Teams meeting
Join on your computer or mobile app
Join the meeting now
Meeting ID: 292 736 368 178 04
Passcode: 8AY2Zj38
Dial in by phone
+1 872-239-6004,,955783856# United States, Chicago
Find a local number | Reset dial-in PIN
Phone conference ID: 955 783 856#
All proposers are highly encouraged to attend this conference to learn more about the requirements of this solicitation.
2.3 Proposer’s Minimum Requirements:
A. Experience: The Proposer must have a minimum of 3 years’ experience providing CDBG program administrative services. Proposers shall outline this experience in Section A of the proposal.
B. Knowledge: The Proposer must have knowledge of applicable local, State and Federal laws and guidelines of Community Development Block Grant (CDBG) program. Proposers shall outline this knowledge in Section A of the proposal.
C. Business License: The selected firm will be required to be licensed in accordance with the City of Palm Springs Business License Ordinance, Municipal Code Chapter
3.40 through 3.96, entitled “Business Tax”. Proposers may obtain the license after award but must do so promptly as the license will be routed with the contract for final signature.
2.4 Submission of Proposals:
A. Requests for Proposals will be electronically received via the online Planet Bids electronic system until the time specified in the schedule. The receiving time date stamp in Planet Bids will be the governing time for acceptability of Proposals. Paper
proposals, or proposals sent by any other means will not be accepted. Late proposals will not be accepted by the Planet Bids system so please allow plenty of time to submit your proposal. Failure to register as a Proposer to this RFP process per the instructions in this Request for Proposals (under “Obtaining RFP Documents”) may result in not receiving Addenda or other important information pertaining to this process. Failure to acknowledge Addenda may render a proposal as being non- responsive or negatively impact the evaluation of a proposal. Proposal files shall be clearly labeled per the instructions provided and submitted electronically.
SECTION 3 – CONDITIONS GOVERNING THE PROCUREMENT
3.1 Request for Clarifications/Questions:
A. Questions are to be submitted through PlanetBids vendor portal at the following link: https://pbsystem.planetbids.com/portal/47688/portal-home and then selecting the RFP.
B. Interpretations or clarifications considered necessary in response to such questions will be resolved by the issuance of formal Addenda to the RFP. The deadline for all questions is as outlined in the schedule. Questions received after this date and time may not be answered. Only questions that have been resolved by formal written Addenda via the Division of Procurement and Contracting will be binding. Oral and other interpretations or clarifications will be without legal or contractual effect.
3.2 Proposers Ethical Behavior:
Proposers, their representatives, agents, or anyone else acting on their behalf are specifically directed not to contact any city employee, commission member, committee member, council member, or other agency employee or associate for any purpose related to this RFP other than as directed below. Contact with anyone other than as directed below will be cause for rejection of a proposal.
3.3 Proposals to Remain Open:
The Proposer shall guarantee that all contents of their proposal shall be valid for a period of 120 calendar days from the due date of proposals.
3.4 Right to Accept or Reject Proposals:
The City of Palm Springs reserves the right to waive any informality or technical defect in a proposal and to accept or reject, in whole or in part, any or all proposals and to cancel all or part of this RFP and seek new proposals, as best serves the interests of the City. The City furthermore reserves the right to contract separately with others certain tasks if deemed in the best interest of the City.
3.5 Responsibility of Proposer:
All firms responding to this RFP shall be responsible. If it is found that a firm is irresponsible (e.g., has not paid taxes, is not a legal entity, submitted an RFP without an authorized signature, falsified any information in the proposal package, etc.), the proposal shall be rejected.
3.6 Insurance:
Insurance provisions are contained in the Standard Contract Services sample agreement included in the RFP. The successful Proposer will be required to comply with these provisions. It is recommended that Proposers have their insurance provider review the insurance provisions BEFORE they submit their proposal.
3.7 Public Record:
A. All documents submitted in response to this solicitation will become the property of the City of Palm Springs and are subject to the California Code Section 7921 et seq., commonly known as the Public Records Act. Information contained in the documents, or any other materials associated with the solicitation, pursuant to CA Government Code 7922 during the negotiation process, may be made public after the City’s negotiations are completed, and staff has agendized the recommendation to the City Council for the award of a contract to a specific firm, but before final action is taken by the City Council to award the contract.
B. Although the California Public Records Act (“CPRA”) recognizes that certain confidential trade secret information may be protected from disclosure, the City may not be in a position to establish that the information submitted in a proposal is a trade secret. If a request is made for information marked “Confidential,” “Trade Secret,” Proprietary,” or any other similar designation, the City will provide the party submitting such information with reasonable notice to allow the party to seek protection from disclosure by a court of competent jurisdiction.
C. If a submitting party contends that a portion of the proposal is confidential even under the CPRA, the party: 1) must clearly label each document and/or page deemed a confidential document 2) the legal rationale supporting such contention including specific references to applicable provisions of the Public Records laws of the State 3) must actively defend against any request for disclosure of information which the party has determined should not be released, and 4) must indemnify and hold harmless the City from any loss, claim or suit, including attorneys’ fees, brought by a person challenging the City’s refusal to release the documents. The City will not, under any circumstances, incur any expenses, or be responsible for any damages or losses incurred by a party submitting a proposal or any other person or entity, because of the release of such information. The City will not return the original or any copies of the proposal or other information or documents submitted to the City as part of this RFP process. The City may not recognize proposals where all the information, via a blanket statement is submitted as proprietary information or a trade secret. Such proposals m ay be found non- responsive.
3.8 Cost Related to Proposal Preparation:
The City will NOT be responsible for any costs incurred by any firm responding to this RFP in the preparation of their proposal or participation in any presentation if requested, or any other aspects of the entire RFP process.
3.9 Compliance with Law:
Proposer warrants that all Services rendered shall be performed in accordance with all applicable federal, state, and local laws, statutes, ordinances lawful orders, rules, and regulations.
3.10 Licenses, Permits, Fees and Assessments:
Proposer represents and warrants to City that it will obtain all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession and perform the Work and Services requested in this RFP. Proposer represents and warrants to City that Proposer shall, at its sole cost and expense, keep in effect at all times during the term of the Agreement if so awarded, any license, permit, qualification, or approval that is legally required for Proposer to perform the Work and Services under the Agreement if so awarded. Proposer shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties, and interest, which may be imposed by law and arise from or are necessary for the Proposer’s performance of the Work and Services required under the Agreement if so awarded. Proposer shall indemnify, defend, and hold harmless City against any such fees, assessments, taxes penalties, or interest levied, assessed, or imposed against City to the fullest extent permitted by law.
3.11 Investigations:
The City reserves the right to make such investigations as it deems necessary to determine the ability of the firms responding to this RFP to perform the Work and the firm shall furnish to the City all such information and data for this purpose as the City
may request. The City reserves the right to reject any proposal if the evidence submitted by or investigation of such firm fails to satisfy the City that such firm is properly qualified to carry out the obligations of the Contract and to complete the Work contemplated therein.
3.12 Non-Collusion:
The undersigned, by submission of this Proposal Form, hereby declares that this Proposal is made without collusion with any other business making any other Proposal, or which otherwise would make a Proposal. Proposer must execute an Affidavit of Non-Collusion provided as Attachment “B” in the RFP and include it with their proposal.
3.13 Signed Proposal and Exceptions:
Submission of a signed proposal will be interpreted to mean that the firm responding to this RFP has hereby agreed to all the terms and conditions set forth in all of the sheets which make up this Request for Proposals, and any attached sample agreement. Exceptions to any of the language in either the RFP documents or attached sample agreement, including the insurance requirements, must be requested under the request for clarifications/questions process by the deadline for questions. Any requested changes to the contract will be considered at that time and if changes are allowed, they will be sent out through an Addendum to all proposers.
Exceptions to the City’s RFP document or standard boilerplate language, insurance requirements, terms, or conditions, etc. may only be considered during the early stage of the solicitation process; and shall not be included in the submitted proposals. The City makes no guarantee that any exceptions will be approved but will consider any requests put forward in the request for clarification/question process.
3.14 Award of Contract
It is the City’s intent to award a contract to the firm that can provide all of the scope of work, equipment and services identified in the RFP document. However, the City reserves the right to award a contract, or to make no award, whichever is in the best interest of the City. It is anticipated that award of the contract will occur at the next regularly scheduled City Council meeting after the evaluation committee has made its final selection of the firm to be recommended for award and a contract has been negotiated and agendized for consideration. The decision of the City Council will be final.
3.15 Form of Agreement:
The selected firm will be required to enter into a contractual agreement, inclusive of insurance requirements, with the City of Palm Springs in accordance with the standard Contract Services Agreement ( see Section 8 ). Please note that the Exhibits are intentionally not complete in the attached sample standard document.
These exhibits will be negotiated with the selected firm and will appear in the final Contract Services Agreement executed between the parties.
Failure or refusal to enter into an Agreement as herein provided or to conform to any of the stipulated requirements in connection therewith shall be just cause for an annulment of the award. If the highest ranked Proposer refuses or fails to execute the Agreement, or negotiations are not successful, or the agreement is terminated, the City may, at its sole discretion, enter negotiations with and award the Contract to the second highest ranked Proposer, and so on.
We specifically draw your attention to the language in the sections of the sample contractual agreement attached entitled “ Conflict of Interest ” and “ Covenants Against Discrimination” and recommend all firms carefully consider these
contractual requirements prior to submitting a proposal in response to this RFP.
Firms that submit a proposal in response to this RFP shall certify the following:
A. Conflict of Interest. Proposer acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement, nor shall Proposer enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one year thereafter. Proposer warrants that Proposer has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement.
B. Covenant Against Discrimination. In connection with its performance under this Agreement, Proposer shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis”). Proposer shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City’s lawful capacity to enter this Agreement, and in executing this Agreemen t, Proposer certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Proposer activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Proposer is in full compliance with the provisions of Palm Springs Municipal Code Section 7.05.02 , including without limitation the provision of benefits, relating to non-discrimination in city contracting.
SECTION 4 – SCOPE OF WORK
4.1 Background:
The City of Palm Springs is a U.S. Department of Housing and Urban Development (HUD) entitlement jurisdiction and receives an annual allocation of Community Development Block Grant (CDBG) Program funds. These funds support a range of eligible community development activities, including housing, infrastructure, and services that benefit low- and moderate-income residents. The City seeks a qualified Consultant to provide on-call technical assistance and support services to ensure compliance with all HUD regulations and maintain accurate reporting and administration within HUD systems.
4.2 Scope:
Consultant shall provide the following services to the City throughout the term of the Agreement.
A. General Program Administration (On-Call Basis)
1. Provide technical assistance and general guidance to City staff regarding CDBG- eligible activities, compliance, and policy interpretation.
2. Advice on federal regulatory requirements, including 24 CFR Part 570 and related HUD guidance.
B. IDIS Administration
1. Perform IDIS project setup, amendment, reporting and closeout functions.
2. Maintain project data and financial information in IDIS, including draws, activity updates, performance measures, and narratives.
3. Ensure proper linkage of activities to the Consolidated Plan and Annual Action Plan goals and objectives.
4. Troubleshoot IDIS-related issues and provide ongoing staff training and support.
C. Compliance and Reporting
1. Prepare and/or assist in completing HUD-required documents
2. Consolidated Annual Performance and Evaluation Report (CAPER)
3. Labor Standards Reports
4. Cash on Hand Reports
5. Annual Action Plan (AAP)
6. Five-Year Consolidated Plan
7. Analysis of Impediments to Fair Housing (AI)
8. Conduct sub -recipient monitoring (desk or site reviews) and prepare related documentation.
9. Maintain all required records to ensure compliance with HUD reporting and record keeping requirements.
D. Environmental Review Compliance (NEPA)
1. Prepare or assist in the preparation of Environmental Review Records (ERRs) for all applicable CDBG-funded projects.
2. Ensure compliance with 24 CFR Part 58 and provide documentation necessary for the Request for Release of Funds (RROF), when applicable.
E. Public Notices and Outreach Support
1. Draft public notices related to HUD -required public hearings, plans, amendments, and performance reports.
2. Assist with community engagement efforts, public comment periods, and required hearings for HUD-related plans.
F. Other Services As Requested
1. Provide additional technical assistance or compliance support at the City ’ s
request.
2. Support City communication with HUD regional representatives, as needed.
4.3 Schedule:
Work will commence upon the issuance of a Notice to Proceed and may be requested throughout the term of the agreement, as needed, in alignment with HUD deadlines and City program timelines and shall be completed by the end of the contract term period.
The resulting contract for these services is an on- call as needed contract. No specific amount of work is guaranteed. The contract value is an estimated value only. All work authorized under the contract will be compensated on a time and material basis as outlined in the Section 4.4 Compensation.
4.4 Compensation:
Work will be compensated on an hourly rate basis. Consultant shall submit an itemized invoice monthly. Billings must reference a purchase order number and shall indicate the unit (contract) price. Consultant will be paid for the actual hours worked at the rates shown in the contract. Contract pricing includes all labor, expenses, and incidentals to complete the work outlined in the contract scope. The Consultant may request monthly payments based on the percentage of work completed for the previous month as long as a detailed progress report is provided to support the amount requested. No additional compensation will be due by the City unless the contract is modified for additional work requested by the City.
SECTION 5 – PROPOSAL FORMAT AND ORGANIZATION
5.1 Proposal Requirements:
The firm’s proposal should describe the methodology to be used to accomplish the project objectives. The proposal should also describe the work which shall be necessary in order to satisfactorily complete the described requirements.
Please note: this RFP cannot identify each specific, individual task required to implement this project successfully and completely . The City of Palm Springs relies on the professionalism and competence of the selected firm to be knowledgeable of the general areas identified in the scope of work and to include in its proposal all required tasks and subtasks, personnel commitments, man- hours, direct and indirect costs, etc. Proposal Format:
Firms are requested to format their proposals so that responses correspond directly to, and are identified with, the specific evaluation criteria stated in Section 6 below . The proposals must be in an 8 ½ X 11 format, minimum 10pt font size, minimum ¾” margins, and may be no more than a total of 25 electronic pages, including cover letters, organization charts, staff resumes, and appendices. NOTE: Front and Back Covers, Dividers, Attachment’s “A”, “B”, “C”, and “D” and Addenda acknowledgments, and the Cost/Rates Proposal (*in a separate electronic file) do NOT count toward the limit (everything else does).
5.2 Proposal Content:
A. Proposers must provide the information identified below. All such information shall be presented in a format that directly corresponds to the numbering scheme identified here.
B. Each Proposal Package must include two separate electronic files as follows:
Electronic File #1, clearly marked “ Technical Proposal”, shall include the following items:
Technical Proposal: The Technical Proposal (Electronic File #1) shall be clearly marked as per the instructions above and shall include the Sections A, B, C, and D below:
Section A: Firm (including any subcontractors) Qualifications and Experience including References
A.1 Company Overview. Please provide a description of the services that your company has provided in other cities, how long you have been in operation, and any unique features of the services you offer.
Please also include how you meet the minimum requirements that will be scored on a pass fail basis.
A.2 Indicate the name of any sub-contractor firms or contractors that will be utilized to make up your team. Describe each sub- contractor’s qualifications, background, and specific expertise that they bring to the Project.
A.3 References. Include a minimum of three references on the form provided of recent customers for who your firm has provided similar services as contemplated herein and include it with the forms section of your proposal. In addition to the form, in this sect ion of your proposal please provide any additional information that would explain in more detail the work undertaken with the references provided and any other material information you would like the City
to know about your work for that reference that is relevant to the work described in this RFP.
Section B: Staff, Teams (including any subcontractors) qualifications and experience
B.1 Staffing. The proposers shall provide a description of how they plan to staff the project, including any local hires that they would need to make or local partnerships that they would need to establish to ensure successful program implementation.
B.2. List the name and qualifications of the key staff/team members that will be assigned to the Project. Provide detailed qualifications of the Project Manager that will be assigned to the Project.
B.3. Partners. The respondent should list any organizations they plan to partner with to implement the scope of work.
Section C: Demonstrated understanding of the overall project and requested scope of work
C.1 Proposed Approach for Implementing the Scope of Work. Please describe how you would approach the Scope of Work for the City of Palm Springs. This would include how you would address or enhance the tasks in the Scope of Work and how you would partner with the City to implement the service.
C.2 Anything else the City should consider as part of this process.
Proposers should provide any insights or advice they feel may assist the City in implementing the Scope of Work.
C.3 Identify any “key” or “critical” issues that you believe may be encountered based on the firm’s prior experiences; and provide steps to be taken to ensure the issues identified do not affect the successful delivery of the service.
Section D: Forms: - Please include the following completed forms with your technical proposal
a. Completed Signature authorization and Addenda Acknowledgment (see Attachment A)
b. Completed Affidavit of Non-Collusion (see Attachment B) c. Completed No Conflict of Interest and Non -Discrimination Form (Attachment C)
d. Completed Public Integrity Business Disclosure Form (Attachment D) e. Complete the Reference form (Attachment E)
f. Complete the Executive Order N-6-22 Certification (Attachment F) g. Complete the Federal Forms (Attachment G)
Electronic File #2, clearly marked “Cost Proposal”, shall include the following:
Section F: Cost Proposal:
Proposers must use the cost proposal form provided as Attachment “H” in this RFP. T he cost proposal file shall be named “RFP 26-25 Proposer Name Cost Proposal”. The Cost Proposal shall be based on a not to
exceed cost that is inclusive of all costs to perform the scope of work.
Failure to use the Cost Proposal form provided by the City will be cause for rejection of a proposal. Do NOT include Sections A-D in the Cost Proposal, Electronic File #2, Cost proposals will be evaluated by utilizing the ratio of the lowest cost provider times the number of points available for this category.
5.3 Submission of Proposal:
The two electronic files shall be uploaded to the PlanetBids vendor portal at the following link: https://pbsystem.planetbids.com/portal/47688/portal-home and then selecting the RFP.
All submissions must be time and date stamped by the system as being received by the deadline. Late submissions will be rejected.
Proposals not meeting the above criteria may be found to be non-responsive.
SECTION 6 – PROPOSAL EVALUATION
6.1 Evaluation of Proposals:
This solicitation has been developed in the RFP best value format. Accordingly, firms should take note that multiple factors as identified in the RFP will be considered by the Evaluation Committee to determine which proposal best meets the requirements set forth in the RFP document. Price alone will not be the sole determining criteria. Proposal Evaluation Criteria:
An Evaluation Committee, using the following evaluation criteria for this RFP, will evaluate all responsive proposals to this RFP. Firms are requested to submit their proposals so that they correspond to and are identified with the following specific eval uation criteria (100 total points possible):
Criteria Points
Minimum Requirements Pass/Fail
Firm’s (including any subcontractors) Qualifications and experience in providing similar services as defined in the RFP, including References
20 Staff / Team’s (including any subcontractors) Qualifications and experience in providing similar services as defined in the RFP 25 Demonstrated Understanding of the overall project and requested Scope of Work
35 Cost Proposal 20
Total Points** 100
Prior City work - If your firm has prior experience working with the City do not assume this prior work is known to all members of the evaluation committee. All firms are evaluated on the information contained in their proposal, information obtained from references (including the city and past performance if applicable), and presentations if requested. All proposals should be prepared as if the evaluation committee members have no knowledge of the firm, their qualifications, or past projects. **Interviews – The City reserves the right to interview top ranking proposers. If interviews are required, the proposers invited to interview will be notified in advance and provided a format and time for the interviews. An additional 25 points will be used to score t he interview based on the same criteria listed in the RFP. The 25 points will be prorated in the same proportion as the proposal scoring listed in the table above.
Best and Final Offers – The City reserves the right to ask for Best and Final Offers where costs are over budget.
6.2 Selection Process and Award of Contract:
Selection will be made by totaling the points for the proposals and using a set ratio formula to evaluate the price category, plus the interview score (if required). The proposer with the highest number of points will be recommended for award of the contract. The City reserves the right to negotiate the terms and conditions of any resulting contract. Final contract award, if any, will be made by the Palm Springs City Council or City Manager depending on value. The selected firm will be required to comply with all insurance and license requirements of the City.
SECTION 7 – RFP FORMS
ATTACHMENT “A”- Signature Authorization Form , including Addenda acknowledgment. *Must be completed and included with Work/Technical Proposal electronic file #1.
ATTACHMENT “B” - Non-Collusion Affidavit Form. *Must be completed and included with Work/Technical Proposal electronic file #1.
ATTACHMENT “C” – No Conflict of Interest and Non- Discrimination Form. *Must be completed and included with Work/Technical Proposal electronic file #1.
ATTACHMENT “D” – Business Disclosure Form . *Must be completed and included with Work/Technical Proposal electronic file #1.
ATTACHMENT “E” – Reference Form . *Must be completed and included with Work/Technical Proposal electronic file #1.
ATTACHMENT “F” - Executive Order N -6-22 Certification * Must be completed for state funded work and included with the Technical Proposal file #1.
ATTACHMENT “G” - Federal Certifications *Must be completed for federal funded work and included with the Technical Proposal file #1.
ATTACHMENT “H” – Cost Proposal Form . *Must be completed and included in a separate electronic file #2 – do not include this with your Work/Technical Proposal, electronic file #1.
ATTACHMENT “A”
SIGNATURE AUTHORIZATION
REQUESTS FOR PROPOSALS (RFP 26-25)
ON-CALL COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) PROGRAM
ADMINISTRATIVE SERVICES
*THIS FORM MUST BE COMPLETED AND SUBMITTED WITH YOUR TECHNICAL/WORK PROPOSAL (Electronic File #1)*
NAME OF COMPANY(PROPOSER):
________________________________________________________________________ BUSINESS ADDRESS:_____________________________________________________ ________________________________________________________________________ TELEPHONE: ______________CELL PHONE___________ ___FAX______________ CONTACT PERSON____________________EMAIL ADDRESS____________________
A. I hereby certify that I have the authority to submit this Proposal to the City of Palm Springs for the above listed individual or company. I certify that I have the authority to bind myself/this company in a contract should I be successful in my proposal. ____________________________________________________
PRINTED NAME AND TITLE
____________________________________________________
SIGNATURE AND DATE
B. The following information relates to the legal contractor listed above, whether an individual or a company. Place check marks as appropriate:
1. If successful, the contract language should refer to me/my company as:
____ An individual;
____ A partnership, Partners’ names:
____ A company;
____ A corporation If a corporation, organized in the state of: __________
2. My tax identification number is: ___________________________________
ADDENDA ACKNOWLEDGMENT:
Acknowledgment of Receipt of any Addenda issued by the City for this RFP is required by including the acknowledgment with your proposal. Failure to acknowledge the Addenda issued may result in your proposal being deemed non-responsive.
In the space provided below, please acknowledge receipt of each Addenda:
Addendum(s) # _______________ is/are hereby acknowledged.
ATTACHMENT “B”
NON-COLLUSION AFFIDAVIT
REQUESTS FOR PROPOSALS REQUEST FOR PROPOSALS (RFP 26-25
ON-CALL COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) PROGRAM
ADMINISTRATIVE SERVICES
*THIS FORM MUST BE COMPLETED EXECUTED BY PROPOSER AND SUBMITTED WITH YOUR TECHNICAL/WORK PROPOSAL (Electronic File #1)*
The undersigned, deposes and says that he or she is
of
, the party making the foregoing Proposal. That the Proposal is not made in the interests of, or on the behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the Proposal is genuine and not collusive or sham; that the Proposer has not directly or indirectly induced or solicited any other Proposer to put in a false or sham Proposal, and has not directly or indirectly colluded, conspired, connived, or agreed with any Proposer or anyone else to put in a sham Proposal, or that anyone shall refrain from Proposing; that the Proposer has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the Proposal price of the Proposer or any other Proposer, or to fix any overhead, profit, or cost element of the Proposal price, or of that of any other Proposer, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statement s contained in the Proposal are true; and, further, that the Proposer has not, directly or indirectly, submitted his or her Proposal price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereof, or paid, and wil l not pay, any fee to any corporation, partnership, company, association, organization, Proposal depository, or any other member or agent thereof to effectuate a collusive or sham Proposal.
Signature: ______________________________________________
Title: _____________________________________________
ATTACHMENT “C”
CITY OF PALM SPRINGS, CA
CONFLICT OF INTEREST AND NON-DISCRIMINATION CERTIFICATION REQUEST FOR PROPOSALS (RFP 26-25
ON-CALL COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) PROGRAM
ADMINISTRATIVE SERVICES
THIS FORM MUST BE COMPLETED AND SUBMITTED WITH YOUR TECHNICAL/WORK PROPOSAL (Electronic File #1)
Conflict of Interest. Consultant acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement, nor shall Consultant enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one year thereafter. Consultant warrants that Consultant has not paid or given, and will not pay or give, any third par ty any money or other consideration in exchange for obtaining this Agreement.
Covenant Against Discrimination. In connection with its performance under this Agreement, Consultant shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin ( i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis”). Consultant shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City’s lawful capacity to enter this Agreement, and in executing this Agreement, Consultant certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Consultant activity, including but not limited to the following: employment, upgrading, d emotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Consultant is in full compliance with the provisions of Palm Springs Municipal Code Section 7.05 .02, including without limitation the provision of benefits, relating to non- discrimination in city contracting.
NAME OF CONSULTANT/VENDOR: ________________________________________
NAME and TITLE of Authorized Representative:
(Print) ______________________________________________________________
Signature and Date of Authorized Representative:
(Sign) ____________________________________________ (Date) ________________
ATTACHMENT “D”
CITY OF PALM SPRINGS
PUBLIC INTEGRITY DISCLOSURE
(INSTRUCTIONS FOR APPLICANTS)
REQUEST FOR PROPOSALS (RFP 26-25
THIS FORM MUST BE COMPLETED AND SUBMITTED WITH YOUR STATEMENT OF
QUALIFCATIONS
Why Must I File? Applicants that are NOT a natural person or group of natural people that will be identified on the application, and seek a City approval determined by a vote of City officials.
Examples include corporations, limited liability companies, trusts, etc. that seek a City Council approval, or an approval by one of the City’s board or commissions.
Why Must I File? The City of Palm Springs Public Integrity Ordinance advances transparency in municipal government and assists public officials in avoiding conflicts of interest. The City’s Public Integrity Ordinance, codified in Chapter 2.60 of the municipal code, reflects the City’s interest in ensuring that companies (and other legal entities that are not natural people) doing business in the community are transparent and make disclosure as to their ownership and management, and further that those companies disclose the identity of any person, with a beneficial ownership interest of five percent (5%) or more.
When Must I File? You must file this form with the Office of the City Clerk, or designee, at the same time when you file your application for a City approval determined by a vote of City officials, whether elected or appointed.
What Must I Disclose?
A. The names of all natural persons who are officers, directors, members, managers, trustees, and other fiduciaries serving trusts or other types of organizations (attorneys, accountants, etc.).
Note: (1) you must make these disclosures in relation to the applicant entity, and also in relation to any related entity that owns a part of, or makes a profit based upon the business of the applicant entity. Disclosures may include parent, subsidiary or affiliated entities of the applicant entity; (2) if any entity that is not a natural person serves as the applicant entity (e.g. as a member of the applicant LLC), then all officers, directors, members, managers, trustees, etc., of the second entity must be disclosed.
B. The names of persons owning a beneficial interest of five percent (5%) or more in your entity, Owners/investors who have such an interest hold either investment power or voting power, i.e., they can (i) sell or transfer their interest, or (ii) vote their interest in management decisions.
NOTE: USE ADDITIONAL PAGES AS NECESSARY
What if I Have Questions?
If you have any questions about how to complete this form, please contact the Office of the City Clerk, (760) 323-8206, [email protected].
CITY OF PALM SPRINGS – PUBLIC INTEGRITY
DISCLOSURE
APPLICANT DISCLOSURE FORM
(Revised 05/16/19)
PUBLIC INTEGRITY DISCLOSURE
APPLICANT DISCLOSURE FORM
1. Name of Entity
2. Address of Entity (Principle Place of Business)
3. Local or California Address (if different than #2)
4. State where Entity is Registered with Secretary of State
If other than California, is the Entity also registered in California? Yes No
5. Type of Entity
Corporation Limited Liability Company Partnership Trust Other (please specify)
6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note:
If any response is not a natural person, please identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust or other entity
Officer Director Member Manager
[name]
General Partner Limited Partner
Other
Officer Director Member Manager
[name]
General Partner Limited Partner
Other
Officer Director Member Manager
[name]
General Partner Limited Partner
Other
7. Owners/Investors with a 5% beneficial interest in the Applicant Entity or a related entity
EXAMPLE
JANE DOE
[name of owner/investor]
50%, ABC COMPANY, Inc.
[percentage of beneficial interest in entity
and name of entity]
A.
[name of owner/investor]
[percentage of beneficial interest in entity
and name of entity]
B.
[name of owner/investor]
[percentage of beneficial interest in entity
and name of entity]
C.
[name of owner/investor]
[percentage of beneficial interest in entity
and name of entity]
D.
[name of owner/investor]
[percentage of beneficial interest in entity
and name of entity]
E.
[name of owner/investor]
[percentage of beneficial interest in entity
and name of entity]
I DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT.
Signature of Disclosing Party, Printed Name, Title Date
PENALTIES
Falsification of information or failure to report information required to be reported may subject you to administrative action by the City.
City of Palm Springs, CA.
Business Disclosure Supplementary Instructions
In an effort to ensure we capture the required business entity information in accordance with the attached instructions, we provide you these supplementary instructions to clearly identify the required information, and the format the information should be provided.
If you, as the applicant, are a business entity (i.e. a corporation or limited liability company), and it is also comprised of other business entities as its members or having a financial interest, all other such business entities must also be disclosed, i ncluding those entities other business entities, if any.
Ultimately, the City’s disclosure document (attached) requires a listing identifying all natural persons having any financial interest over 5% of the business entities (and any other business entities comprising your business entity).
As an example, Applicant is: Acme Brothers, Inc., a California corporation, whose officers are:
John Doe, Jill Doe, and Jay Doe, which is owned 50% by Acme Brothers, LLC, a California limited liability company, and John Doe (25% interest) and Jill Doe (25% interest). Acme Brothers, LLC, is managed by Acme Brothers 2, Inc., a California corporation, whose officers are: George Doe, Bill Doe, and Jane Doe, which is owned 100% by Acme Brothers 2, LLC, a California limited liability company, which is managed by George Doe, with George Doe and Jane Doe having 50% interest each.
The full business entity disclosure in this example would resemble the following:
1. Acme Brothers, Inc., a California corporation
a. Officers: John Doe, Jill Doe, and Jay Doe
b. Ownership:
i. 50% Acme Brothers, LLC, a California limited liability company ii. 25% John Doe
iii. 25% Jill Doe
2. Acme Brothers, LLC, a California limited liability company a. Managers: Acme Brothers 2, Inc., a California corporation b. Ownership: 100% Acme Brothers 2, Inc., a California corporation
3. Acme Brothers 2, Inc., a California corporation
a. Officers: George Doe, Bill Doe, and Jane Doe
b. Ownership: 100% Acme Brothers 2, LLC, a California limited liability company
4. Acme Brothers 2, LLC, a California limited liability company a. Managers: George Doe
b. Ownership:
i. 50%
ATTACHMENT “E”
REFERENCES
REQUEST FOR PROPOSALS (RFP 26-25
ON-CALL COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) PROGRAM ADMINISTRATIVE
SERVICES
Reference 1
Organization name: Contact and title:
Address: Phone number:
Email Address:
Effective date of contract: Value of Contract:
Description of products/services provided:
Reference 2
Organization name: Contact and title:
Address: Phone number:
Email Address:
Effective date of contract: Value of Contract:
Description of products/services provided:
Reference 3
Organization name: Contact and title:
Address: Phone number:
Email Address:
Effective date of contract: Value of Contract:
Description of products/services provided:
ATTACHMENT “F”
EXECUTIVE ORDER N-6-22 CERTIFICATION
REQUEST FOR PROPOSALS (RFP 26-25
ON-CALL COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) PROGRAM
ADMINISTRATIVE SERVICES
Executive Order N-6-22 issued by Governor Gavin Newsom on March 4, 2022, directs all agencies and departments that are subject to the Governor’s authority to (a) terminate any contracts with any individuals or entities that are determined to be a target of economic sanctions against Russia and Russian entities and individuals; and (b) refrain from entering into any new contracts with such individuals or entities while the aforementioned sanctions are in effect.
Executive Order N-6-22 also requires that any Consultant that: (1) currently has a contract with the City of Palm Springs funded through grant funds provided by the State of California; and/or (2) submits a bid or proposal or otherwise proposes to or enter into or renew a contract with the City of Palm Springs with State of California grant funds, certify that the person is not the target of any economic sanctions against Russia and Russian entities and individuals.
The Consultant hereby certifies, SUBJECT TO PENALTY FOR PERJURY, that a) the Consultant is not a target of any economic sanctions against Russian and Russian entities and individuals as discussed in Executive Order N-6-22 and b) the person signing below is duly authorized to legally bind the Consultant. This certification is made under the laws of the State of California.
Signature:
Printed Name:
Title:
Firm Name:
Date:
ATTACHMENT “G”
REQUEST FOR PROPOSALS (RFP 26-25
ON-CALL COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) PROGRAM
ADMINISTRATIVE SERVICES
FEDERAL REQUIREMENTS
CERTIFICATION FORM
SUSPENSION AND DEBARMENT REQUIREMENTS FOR ALL CONTRACTS OVER $25,000 49 CFR PART 29
The Bidder/Proposer/offeror certifies, by this submission of this bid/proposal or acceptance of this contract, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from pa rticipation in this transaction by any Federal department or agency. Proposer further agrees by submitting a bid/proposal that it will include this clause without modification in all lower tier transactions, solicitations, proposals, contracts, and subcont racts. Where the Bidder/Proposer/offeror/contractor or any lower tier participant is unable to certify to this statement, it shall attach an explanation to this form.
______________________________________________
________________________
Signature Date
______________________________________
Print Name of Authorized Individual
______________________________________
Organization Name
FEDERAL REQUIREMENTS
CERTIFICATION FORM
CERTIFICATION REGARDING LOBBYING
CERTIFICATION FOR CONTRACTS, GRANTS, LOANS,
AND COOPERATIVE AGREEMENTS
The undersigned certifies, to the best of his or her knowledge and belief, that No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or an employee of any agency, a member of congress, an officer or employee of congress, or an employee of a member of congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement
If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a member of congress, an officer or employee of congress, or an employee of a m ember of congress in connection with this federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit with this a Standard Form-11, "Disclosure Form to Report Lobbying," in accordance with its instructions.
The undersigned shall require that the language of this certification be included in the award documents for
all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U. S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
______________________________________ ________________________ Signature Date
______________________________________
Print Name of Authorized Individual
______________________________________
Organization Name
ATTACHMENT “H”
COST PROPOSAL
REQUEST FOR PROPOSALS (RFP 26-25
ON-CALL COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) PROGRAM
ADMINISTRATIVE SERVICES
THIS FORM MUST BE COMPLETED AND SUBMITTED IN SEPARATE ELECTRONIC FILE #2 “Cost Proposal”, NOT with Electronic File #1, Technical/Work Proposal*) ITEM DESCRIPTION Unit of
Measure
Estimated
Quantity
(Annually)
Rate TOTAL
1 Project Manager Hour 432 $ $
2 Compliance Analyst Hour 540 $ $
3 Administrative
Support
Hour 120 $ $
4 Mileage Per Mile 120 $ $
5 Meals Per Day 2 $ $
6 Lodging Per Night 2 $ $
Annual Total (sum of items 1-6) $
Grant Total (annual total time three years) $
The resulting contract for these services is an on-call as needed contract. No specific amount of work is guaranteed. The contract value is an estimated value only. All work authorized under the contract will be compensated on a time and material basis as outlined in the table above and not to exceed the Maximum Contract Amount.
For the initial three years of the Agreement term, the Unit Pricing shall remain fixed. For optional years 4 and 5, Consultant may request a price adjustment not to exceed the Bureau of Labor Statistic’s Consumer Price Index (CPI) for the Riverside/San Ber nadino/Ontario region for the prior 12 month period effective on the anniversary date. Optional renewal years 4 and 5, and any associated CPI increase, are at the mutual consent of the City and the Contractor.
Firm Name:
Signature of Authorized Person:
Printed Name:
Title:
Date:
SECTION 8 – SAMPLE AGREEMENT
Note: This Agreement must be reviewed by Proposers for acceptance during the RFP process, and any changes or questions must be addressed during the question-and- answer period outlined in the RFP. The City will not accept any changes to the agreement after the question period is closed. Proposals submitted with exceptions to scope and agreement terms will not be moved forward in the evaluation process.
SAMPLE BOILERPLATE AGREEMENT – EXHIBITS
INTENTIONALLY INCOMPLETE
PROFESSIONAL SERVICES AGREEMENT [***INSERT CONTRACT NUMBER***] [***INSERT PROJECT AND/OR CONSULTANT’S NAME***]
This Professional Services Agreement (“Agreement”) is entered into this [***INSERT DAY***] day of [***INSERT MONTH***], 20__ (“Effective Date”), by and between the City of Palm Springs, a California charter city and municipal corporation, (“City”) and [***INSERT NAME OF CONSULTANT***], a [***INSERT ENTITY TYPE, E.G., CORPORATION, LIMITED LIABILITY COMPANY, PARTNERSHIP, OR OTHER LEGAL ENTITY***] , (“Consultant”). City and Consultant are individually referred to as “Party” and are collectively referred to as the “Parties.”
RECITALS
A. City requires the services of a [***INSERT CONSULTANT TYPE***] , for [***INSERT SHORT PROJECT DESCRIPTION***] (“Project”).
B. Consultant has submitted to City a proposal to provide [***INSERT SHORT DESCRIPTION OF SERVICES TO BE PROVIDED***], to City under the terms of this Agreement.
C. Consultant is qualified by virtue of its experience, training, education, reputation, and expertise to provide these services and has agreed to provide such services as provided in this Agreement.
D. City desires to retain Consultant to provide such professional services.
NOW, THEREFORE, in consideration of the promises and mutual obligations, covenants, and conditions contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
AGREEMENT
1. SERVICES OF CONSULTANT
1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant agrees to perform the professional services set forth in the Scope of Services described in Exhibit “A” (the “Services” or “Work”), which is attached and incorporated herein by this reference. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that Consultant is a provider of first class work and professional services and that Consultant is experienced in performing the Work contempl ated and, in light of such status and experience, Consultant covenants that it shall perform the Work in a competent, professional, and satisfactory manner consistent with the level of care and skill ordinarily exercised by high quality, experienced and well qualified members of the profession currently practicing under similar conditions.
1.2 Contract Documents. The Agreement between the Parties shall consist of the following: (1) this Agreement; (2) the Scope of Services; (3) the City’s Request for Proposals; and,
(4) the Consultant’s signed, original proposal submitted to the City (“Consultant’s Proposal”), (collectively referred to as the “Contract Documents”). The City’s Request for Proposals and the Consultant’s Proposal, which are both attached as Exhibit “B”, respectively, are incorporated herein by this reference and are made a part of this Agreement. The Scope of Services shall include the Consultant’s Proposal. All provisions of the Scope of Services, the City’s Request for Proposals and the Consultant’s Proposal shall be binding on the Parties. Should any conflict or inconsistency exist in the Contract Documents, the conflict or inconsistency shall be resolved by applying the provisions in the highest priority document, which shall be determined in the following order of priority: (1st) the provisions of the Scope of Services (Exhibit “A”); (2 nd) the provisions of the City’s Request for Proposal; (3 rd) the terms of this Agreement; and, (4 th) the provisions of the Consultant’s Proposal.
1.3 Compliance with Law. Consultant warrants that all Services rendered shall be performed in accordance with all applicable federal, state, and local laws, statutes, ordinances lawful orders, rules, and regulations. Consultant shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement.
1.4 Licenses, Permits, Fees, and Assessments . Consultant represents and warrants to City that it has obtained all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession and perform the Work required by this Agreement. Consultant represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, qualification, or approval that is legally required for Consultant to perform the Work and under this Agreement.
1.5 Familiarity with Work. By executing this Agreement, Consultant warrants that Consultant: (a) has thoroughly investigated and considered the Scope of Services to be performed, (b) has carefully considered how the Services should be performed, and (c) fully understands the facilities, difficulties, and restrictions attending performance of the Services under this Agreement. If the Services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of any Services. Should the Consultant discover any latent or unknown conditions that will materially affect the performance of the Services, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the City.
2. COMPENSATION
2.1 Maximum Contract Amount. For the Services rendered under this Agreement, Consultant shall be compensated by City in accordance with the Schedule of Compensation, which is attached as Exhibit “B” and incorporated herein by this reference. Compensation shall not exceed the maximum contract amount of [***INSERT NOT TO EXCEED COMPENSATION AMOUNT IN WRITTEN FORM***] ($XX.XX) ("Maximum Contract Amount"), except as may be provided under Section 2.3. The method of compensation shall be as set forth in Exhibi t “B.” Compensation for necessary expenditures must be approved in advance by the Contract Officer designated under Section 4.2. The Maximum Contract Amount shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City. Consultant shall not be entitled to any increase in the Maximum Contract Amount for attending these meetings.
2.2. Method of Payment . Unless another method of payment is specified in the Schedule of Compensation (Exhibit “B”), in any month in which Consultant wishes to receive
payment, Consultant shall submit to the City an invoice for Services rendered prior to the date of the invoice. The invoice shall be in a form approved by the City’s Finance Director and must be submitted no later than the tenth (10th) working day of such month. Such requests shall be based upon the amount and value of the Services performed by Consultant and accompanied by such reporting data including an itemized breakdown of all costs incurred and tasks performed during the period covered by the invoice, as may be required by the City. City shall use reasonable efforts to make payments to Consultant within forty-five (45) days after receipt of the invoice or as soon as is reasonably practical. There shall be a maximum of one payment per month.
2.3 Changes in Scope. In the event any change or changes in the Scope of Services is requested by City, the Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into:
A. To provide for revisions or modifications to documents, work product, or work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Consultant’s profession.
2.4 Appropriations. This Agreement is subject to and contingent upon funds being appropriated by the City Council for each fiscal year covered by the Agreement. If such appropriations are not made, this Agreement shall automatically terminate without penalty to the City.
3. SCHEDULE OF PERFORMANCE
3.1 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of [***INSERT TIME PERIOD, E.G., WEEKS/MONTHS/YEARS***] , commencing on the Effective Date, and ending on [***INSERT AGREEMENT END DATE***], unless extended by mutual written agreement of the Parties. However, the term shall not exceed [***INSERT AGREEMENT TERM LENGTH***] from the Effective Date, except as otherwise provided in the Schedule of Performance described in Section 3.4 below.
3.2 Termination Prior to Expiration of Term . The City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Consultant.
Where termination is due to the fault of Consultant and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Consultant shall immediately cease all Services except such as may be specifically approved by the Contract Officer. Consultant shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer after such notice. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed Services, and shall not be entitled to damages or compensation for termination of Work. Consultant may not terminate this Agreement except for cause, upon thirty (30) days written notice to City.
3.3 Schedule of Performance. Consultant shall commence the Services under this Agreement upon receipt of a written notice to proceed and shall perform all Services within the time period(s) established in the Schedule of Performance. When requested by Consultant,
extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer, but such extensions shall not exceed one hundred eighty (180) days cumulatively; however, the City shall not be obligated to grant such an extension.
3.4 Force Majeure. The time for performance of Services to be rendered under this Agreement may be extended because of any delays due to a Force Majeure Event, if Consultant notifies the Contract Officer within ten (10) days of the commencement of the Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Consultant’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the Work); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority. After Consultant notification, the Contract Officer shall investigate the facts and the extent of any necessary delay, and extend the time for performing the Services for the period of the enforced delay when and if, in the Contract Officer’s judgment, such delay is justified.
The Contract Officer’s determination shall be final and conclusive upon the Parties to this Agreement. The Consultant will not receive an adjustment to the contract price or any other compensation. Notwithstandi ng the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.
4. COORDINATION OF WORK
4.1 Representative of Consultant . The following principal of Consultant is designated as being the principal and representative of Consultant authorized to act in its behalf and make all decisions with respect to the Services to be performed under this Agreement:
[***INSERT NAME AND TITLE OF CONSULTANT’S REPRESENTATIVE***] It is expressly understood that the experience, knowledge, education, capability, expertise, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the Services performed hereunder. The foregoing princ ipal may not be changed by Consultant without prior written approval of the Contract Officer.
4.2 Contract Officer . The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Consultant shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the Services. Consultant shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer.
4.3 Prohibition Against Subcontracting or Assignments. The experience, knowledge, education, capability, and reputation of Consultant, its principals and employees, were a substantial inducement for City to enter into this Agreement. Consultant shall not contract with any other individual or entity to perform any Services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operatio n of law, without the prior written approval of City. Subcontracts, if any, shall contain a provisions making them subject to all provisions stipulated in this Agreement including without limitation the insurance and indemnification requirements. If Consul tant is permitted to subcontract any part of this Agreement by City,
Consultant shall be responsible to City for the acts and omissions of its subconsultant(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subconsultant and City. All persons engaged in the Work will be considered employees of Consultant. City will deal directly with and will make all payments to Consultant. In addition, neither this Agreement nor any interest in this Agreement may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written consent of City. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release Consultant or any surety of Consultant from any liability under this Agreement without the express written consent of City.
4.4 Independent Consultant. The legal relationship between the Parties is that of an independent Consultant, and nothing shall be deemed to make Consultant a City employee.
A. During the performance of this Agreement, Consultant and its officers, employees, and agents shall act in an independent capacity and shall not act or represent themselves as City officers or employees. The personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Neither City nor any of its officers, employees, or agents shall have control over the conduct of Consultant or any of its officers, employees, or agents, except as set forth in this Agreement. Consultant, its officers, employees, or agents shall not maintain an office or any other type of fixed business location at City’s offices. City 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 pay all wages, salaries, and other amounts due its employees in connection with this Agreement and shall be responsible for all reports and obligations respecting them, including but not limited to social security income tax withholding, unemployment compensation, workers’ compensation, and other similar matters. City shall not in any way or for any purpose be deemed to be a partner of Consultant in its business or otherwise a joint venturer or a member of any joint enterprise with Consultant.
B. Consultant shall not have any authority to bind City in any manner. This includes the power to incur any debt, obligation, or liability against City.
C. No City benefits shall be available to Consultant, its officers, employees, or agents in connection with any performance under this Agreement. Except for professional fees paid to Consultant as provided for in this Agreement, City shall not pay salaries, wages, or other compensation to Consultant for the performance of Services under this Agreement. City shall not be liable for compensation or indemnification to Consultant, its officers, employees, or agents, for injury or sickness arising out of performing Services. If for any reason any court or governmental agency determines that the City has financial obligations, other than under Section 2 and Subsection 1.8 in this Agreement, of any nature relating to salary, taxes, or benefits of Consultant’s o fficers, employees, servants, representatives, subconsultants, or agents, Consultant shall indemnify City for all such financial obligations.
4.5 California Labor Code Requirements.
A. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the Services are being performed as part of an applicable “public
works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, Consultant agrees to fully compl y with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failur e to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1).
B. If the Services are being performed as part of an applicable “public works” or “maintenance” project and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements.
5. INSURANCE
5.1 Types of Insurance. Consultant shall procure and maintain, at its sole cost and expense, the insurance described herein. The insurance shall be for the duration of this Agreement and includes any extensions, unless otherwise specified in this Agreement. The insurance shall be procured in a form and content satisfactory to City. The insurance shall apply against claims which may arise from the Consultant's performance of Work under this Agreement, including Consultant's agents, representatives, or employees. In the event the City Manager determines that the Work or Services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Consultant agrees that the minimum limits of the insurance policies may be changed accordingly upon r eceipt of written notice from the City Manager or his designee. Consultant shall immediately substitute any insurer whose A.M. Best rating drops below the levels specified in this Agreement. Except as otherwise authorized below for professional liability (errors and omissions) insurance, all insurance provided under this Agreement shall be on an occurrence basis. The minimum amount of insurance required shall be as follows:
A. Errors and Omissions Insurance. Contractor shall obtain and maintain in full force and effect throughout the term of this Agreement, standard industry form contract liability (errors and omissions) insurance coverage in an amount of not less than one million dollars ($1,000,000.00) per occurrence and two- million dollars ($2,000,000.00) annual aggregate, in accordance with the provisions of this section. required
X is not required;
(1) Consultant shall either: (a) certify in writing to the City that Consultant is unaware of any professional liability claims made against Consultant and is unaware of any
facts which may lead to such a claim against Consultant; or (b) if Consultant does not provide the certification under (a), Consultant shall procure from the professional liability insurer an endorsement providing that the required limits of the policy shall apply separately to claims arising from errors and omissions in the rendition of services under this Agreement.
(2) If the policy of insurance is written on a “claims made” basis, the policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of three (3) years from the date of the completion of the Services provided hereunder. In the event of termination of the policy during this period, Consultant shall obtain continuing insurance coverage for the prior acts or omissions of Consultant during the course of performing Services under the terms of this Agreem ent. The coverage shall be evidenced by either a new policy evidencing no gap in coverage, or by obtaining separate extended “tail” coverage with the present or new carrier or other insurance arrangements providing for complete coverage, either of which shall be subject to the written approval by the City Manager.
(3) In the event the policy of insurance is written on an “occurrence” basis, the policy shall be continued in full force and effect during the term of this Agreement, or until completion of the Services provided for in this Agreement, whichever is later . In the event of termination of the policy during this period, new coverage shall immediately be obtained to ensure coverage during the entire course of performing the Services under the terms of this Agreement.
B. Workers’ Compensation Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, workers’ compensation insurance in at least the minimum statutory amounts, and in compliance with all other statutory requirements, as required by the State of California. Consultant agrees to waive and obtain endorsements from its workers’ compensation insurer waiving subrogation rights under its workers’ compensation insurance policy against the City and to require each of its subconsultants, if any, to do likewise under their workers’ compensation insurance policies. If Consultant has no employees, Consultant shall complete the City’s Request for Waiver of Workers’ Compensation Insurance Requirement form.
C. Commercial General Liability Insurance . Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of at least one million dollars ($1,000,000.00) and two million dollars ($2,000,000.00) general aggregate for bodily injury and property damage including coverages for contractual liability, personal injury, independent Consultants, broad form property damage, products and completed operations.
D. Business Automobile Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of business automobile liability insurance written on a per occurrence basis with a single limit liability in the amount of one million dollars ($1,000,000.00) bodily injury and property damage. The policy shall include coverage for owned, non-owned, leased, and hired cars.
E. Employer Liability Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of employer liability insurance written on a per occurrence basis with a policy limit of at least one million dollars ($1,000,000.00) for bodily injury or disease.
5.2 Deductibles and Self -Insured Retentions . Any deductibles or self -insured retentions must be declared to and approved by the City Manager or his/her designee prior to
commencing any work or services under this Agreement. Consultant guarantees payment of all deductibles and self -insured retentions. City reserves the right to reject deductibles or self - insured retentions in excess of $10,000, and the City Manager or his /her designee may require evidence of pending claims and claims history as well as evidence of Consultant’s ability to pay claims for all deductible amounts and self-insured retentions proposed in excess of $10,000.
5.3 Other Insurance Requirements. The following provisions shall apply to the insurance policies required of Consultant under this Agreement:
A. For any claims related to this Agreement, Consultant’s coverage shall be primary insurance with respect to the City and its officers, council members, officials, employees, agents, and volunteers. Any insurance or self -insurance maintained by the City and its officers, council members, officials, employees, agents, and volunteers shall be in excess of Consultant’s insurance and shall not contribute with it.
B. Any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to City and its officers, council members, officials, employees, agents, and volunteers.
C. All insurance coverage and limits provided by Consultant and available or applicable to this Agreement are intended to apply to each insured, including additional insureds, against whom a claim is made or suit is brought to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations shall limit the application of such insurance coverage.
D. No required insurance coverages may include any limiting endorsement which substantially impairs the coverages set forth in this Agreement (e.g., elimination of contractual liability or reduction of discovery period), unless the endorsement has first been submitted to the City Manager and approved in writing.
E. Consultant agrees to require its insurer to modify insurance endorsements to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the endorsements. Certificates of insurance will not be accepted in lieu of required endorsements, and submittal of certificates without required endorsements may delay commencement of the Project. It is Consultant’s obligation to ensure timely compliance with all insurance submittal requirements as provided in this Agreement.
F. Consultant agrees to ensure that subconsultants, and any other parties involved with the Project who are brought onto or involved in the Project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subconsultants and others engaged i n the Project will be submitted to the City for review.
G. Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on the City nor does it waive any rights in this or any other regard.
H. Consultant shall provide proof that policies of insurance required in this Agreement, expiring during the term of this Agreement, have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. Endorsements as required in this Agreement applicable to the renewing or new coverage shall be provided to City no later than ten (10) days prior to expiration of the lapsing coverage.
I. Requirements of specific insurance coverage features or limits contained in this section are not intended as limitations on coverage, limits, or other requirements, or as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all-inclusive.
J. The requirements in this section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impair the provisions of this section.
K. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the Work performed under this Agreement and for any other claim or loss which may reduce the insurance available to pay claims arising out of this Agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City, or to reduce or dilute insurance available for payment of potential claims.
L. Consultant agrees that the provisions of this section shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages resulting from the Consultant’s activities or the activities of any person or person for which the Consultant is otherwise responsible.
5.4 Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best’s Key Rating of B++, Class VII, or better, unless such requirements are waived in writing by the City Manager or his designee due to unique circumstances.
5.5 Verification of Coverage. Consultant shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, affecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Consultant’s insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers’ Compensation policies.
Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate:
A. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured…” ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement).
B. "This insurance is primary and non -contributory over any insurance or self - insurance the City may have..." ("as respects City of Palm Springs Contract No.___ " or "for any and all work performed with the City" may be included in this statement).
C. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named. " Language such as, “endeavor to” mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out.
D. Both the Workers’ Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers.
In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificat es of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Consultant’s obligation to provide them.
6. INDEMNIFICATION
6.1 Indemnification and Reimbursement. To the fullest extent permitted by law, Consultant shall defend (at Consultant’s sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the “Indemnified Parties”), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attor ney fees (collectively “Claims”), including but not limited to, Claims arising from injuries to or death of persons (Consultant’s employees included), for damage to property, including property owned by City, for any violation of any federal, state, or local law or ordinance or in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct committed by Consultant, its officers, employees, representatives, and agents, that arise out of or relate to Consultant’s performance of Services or this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the Indemnified Parties. Under no circumstances shall the insurance requirements and limits set forth in thi s Agreement be construed to limit Consultant’s indemnification obligation or other liability under this Agreement. Consultant’s indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final.
6.2 Design Professional Services Indemnification and Reimbursement. If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to the extent which the Claims arise
out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant in the performance of the Services or this Agreement, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.
7. REPORTS AND RECORDS
7.1 Accounting Records. Consultant shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement.
Consultant shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and to enable the Contract Officer to evaluate the performance of such Services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records.
7.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the Services required by this Agreement, or as the Contract Officer shall require. Consultant acknowledges that the City is greatly concerned about the cost of the Work to be performed under this Agreement. For this reason, Consultant agrees that Consultant shall promptly notify the Contract Officer the estimated increased or decreased cost if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the Services. If Consultant is providing design services, Consultant shall promptly notify the Contract Officer the estimated increased or decreased cost for the projec t being designed if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the design services.
7.3 Ownership of Documents. All drawings, specifications, reports, records, documents, memoranda, correspondence, computations, and other materials prepared by Consultant, its employees, subconsultants, and agents in the performance of this Agreement shall be the property of City and shall be promptly delivered to City upon request of the Contract Officer or upon the termination of this Agreement. Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials. Any use of such completed documents for other projects and/or use of incomplete documents without specific written authorization by the Consultant will be at the City's sole risk and without liability to Consultant, and the City shall indemnify the Consultant for all resulting damages. Consultant may retain copies of such documents for their own use.
Consultant shall have an unrestricted right to use the concepts embodied tin this Agreement.
Consultant shall ensure that all its subconsultants shall provide for assignment to City of any documents or materials prepared by them. In the event Consultant fails to secure such assignment, Consultant shall indemnify City for all resulting damages.
7.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of Services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer.
All information gained by Consultant in the performance of this Agreement shall be considered confidential and shall not be released by Consultant without City’s prior written authorization.
7.5 Audit and Inspection of Records. After receipt of reasonable notice and during the regular business hours of City, Consultant shall provide City, or other agents of City, such access to Consultant’s books, records, payroll documents, and facilities as City deems necessary
to examine, copy, audit, and inspect all accounting books, records, work data, documents, and activities directly related to Consultant’s performance under this Agreement. Consultant shall maintain such books, records, data, and documents in accordance wi th generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during the term of this Agreement and for a period of three (3) years from the date of final payment by City hereunder.
8. ENFORCEMENT OF AGREEMENT
8.1 California Law and Venue. This Agreement shall be construed and interpreted both as to validity and as 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 Riverside, State of California, or any other appropriate court in such County, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action.
8.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs.
8.3 Default of Consultant. Consultant’s failure to comply with any provision of this Agreement shall constitute a default.
A. If the City Manager, or his designee, determines that Consultant is in default in the performance of any of the terms or conditions of this Agreement, he/she shall notify Consultant in writing of such default. Consultant shall have ten (10) days, or such longer period as City may designate, to cure the default by rendering satisfactory performance. In the event Consultant fails to cure its default within such period of time, City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice of any remedy to which City may be entitled at law, in equity, or under this Agreement. Consultant shall be liable for all reasonable costs incurred by City as a result of such default. Compliance with the provisions of this section shall not constitute a waiver of any City right to take legal action in the event that the dispute is not cured, provided that nothing shall limit City’s right to terminate this Agreement without cause under Section 3.2.
B. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 8.3(A), take over the work and prosecute the same to completion by contract or otherwise. The Consultant shall be liable to the extent that the total cost for completion of the Services required hereunder exceeds the Maximum Contract Amount (provided that the City shall use reasonable efforts to mitigate such damages). The City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. The withholding or failure to withhold payments to Consultant shall not limit Consultant’s liability for completion of the Services as provided in this Agreement.
8.4 Waiver. No waiver of any provision of this Agreement shall be effective unless in
writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. Any waiver by the Parties of any default or breach of any covenant, condition, or term contained in this Agreement, shall not be construed to be a waiver of any subsequent or other default or breach, nor shall failure by the Parties to require exact, full, and complete compliance with any of the covenants, conditions, or terms contained in this Agreement be construed as changing the terms of this Agreement in any manner or preventing the Parties from enforcing the full provisions.
8.5 Rights and Remedies Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.
8.6 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, remedy or recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement.
8.7 Attorney Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non-judicial proceeding, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to recover from the non- prevailing Party all reasonable costs and expenses. These include but are not limited to reasonable attorney fees, expert consultant fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment ente red in such proceeding. To the extent authorized by law, in the event of a dismissal by the plaintiff or petitioner of the litigation or non- judicial proceeding within thirty (30) days of the date set for trial or hearing, the other Party shall be deemed to be the prevailing Party in such litigation or proceeding.
9. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
9.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Consultant, or any successor-in-interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.
9.2 Conflict of Interest. Consultant acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement nor shall Consultant enter into any agreement of any kind with any such officer or employee during the term of thi s Agreement and for one (1) year thereafter. Consultant warrants that Consultant has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement.
9.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Consultant shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin ( i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis”). Consultant shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City’s lawful capacity to enter this Agreement, and in executing this
Agreement, Consultant certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Consultant activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Consultant is in full compliance with the provisions of Palm Springs Municipal Code Section 7.05.02, including without limitation the provision of benefits, relating to non-discrimination in city contracting.
10. MISCELLANEOUS PROVISIONS
10.1 Patent and Copyright Infringement. To the fullest extent permissible under law, and in lieu of any other warranty by City or Consultant against patent or copyright infringement, statutory or otherwise:
A. It is agreed that Consultant shall defend at its expense any claim or suit against City on account of any allegation that any item furnished under this Agreement, or the normal use or sale arising out of the performance of this Agreement, infringes upon any presently existing U.S. letters patent or copyright and Consultant shall pay all costs and damages finally awarded in any such suit or claim, provided that Consultant is promptly notified in writing of the suit or claim and given authority, informati on and assistance at Consultant’s expense for the defense of same, and provided such suit or claim arises out of, pertains to, or is related to the negligence, recklessness or willful misconduct of Consultant. However, Consultant will not indemnify City if the suit or claim results from: (1) City's alteration of a deliverable, such that City’s alteration of such deliverable created the infringement upon any presently existing U.S. letters patent or copyright; or (2) the use of a deliverable in combination with other material not provided by Consultant when it is such use in combination which infringes upon an existing U.S. letters patent or copyright.
B. Consultant shall have sole control of the defense of any such claim or suit and all negotiations for settlement in the event City fails to cooperate in the defense of any suit or claim, provided, however, that such defense shall be at Consultant’s expense. Consultant shall not be obligated to indemnify City under any settlement that is made without Consultant’s consent, which shall not be unreasonably withheld. If the use or sale of such item is enjoined as a result of the suit or claim, Consultant, at no expense to City, shall obtain for City the right to use and sell the item, or shall substitute an equivalent item acceptable to City and extend this patent and copyright indemnity thereto.
10.2 Notice. Any notice, demand, request, consent, approval, or communication that either party desires, or is required to give to the other party or any other person shall be in writing.
All notices shall be personally delivered, sent by pre- paid First Class U.S. Mail, registered or certified mail, postage prepaid, return receipt requested, or delivered or sent by facsimile with attached evidence of completed transmission. All notices shall be deemed received upon the earlier of (i) the date of delivery to the address of the person to receive such notice if delivered personally or by messenger or overnight courier; (ii) five (5) business days after the date of posting by the United States Post Office if by mail; or (iii) when sent if given by facsimile. Any notice, request, demand, direction, or other communication sent by facsimile must be confirmed within forty-eight (48) hours by letter mailed or delivered. Other forms of electronic transmission such as e-mails, text messages, and instant messages are not acceptable manners of notice required hereunder. Notices or other communications shall be addressed as follows:
To City: City of Palm Springs
Attention: City Manager & City Clerk
3200 E. Tahquitz Canyon Way
Palm springs, California 92262
Telephone: (760) 323-8204
Facsimile: (760) 323-8332
To Consultant: [***INSERT CONSULTANT’S CONTACT INFORMATION***]
10.3 Integrated Agreement . This Agreement constitutes the entire understanding between the Parties and supersedes and cancels all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to the subject matter in this Agreement.
10.4 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement signed by all Parties.
10.5 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement shall be determined to be invalid by a final judgment or decree of a court of competent jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the reminder of that provision, or the remaining provisions of this Agreement unless the invalid provision is so material that its invalidity deprives either Party of the basic benefit of their bargain or renders this Agreement meaningless.
10.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties’ successors and assignees.
10.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third- party beneficiary or otherwise, upon any entity or person not a party to this Agreement.
10.7 Recitals. The above- referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same.
10.8. Corporate Authority. Each of the undersigned represents and warrants that (i) the Party for which he or she is executing this Agreement is duly authorized and existing, (ii) he or she is duly authorized to execute and deliver this Agreement on behalf of the Party for which he or she is signing, (iii) by so executing this Agreement, the Party for which he or she is signing is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which the Party for which he or she is signing is bound.
10.9 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.
10.10 Compliance with Economic Sanctions in Response to Russia's Actions in Ukraine. When funding for the services is provided, in whole or in part, by an agency controlled of the State of California, Consultant shall fully and adequately comply with California Executive Order N-6-22 (“Russian Sanctions Program”). As part of this compliance process, Consultant shall also certify compliance with the Russian Sanctions Program by completing the form located
in Exhibit “C” (Russian Sanctions Certification), attached hereto and incorporated herein by reference. Consultant shall also require any subconsultants to comply with the Russian Sanctions Program and certify compliance pursuant to this Section.
[SIGNATURES ON NEXT PAGE]
SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND [***INSERT CONSULTANT’S NAME***]
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below.
CONSULTANT:
By: ______________________________ By: _______________________________ Signature Signature
Date: __ Date:
CITY OF PALM SPRINGS:
APPROVED BY CITY COUNCIL:
Date: _______________ Item No.
APPROVED AS TO FORM: ATTEST:
By: ___________________________ By: _______________________________ City Attorney City Clerk
APPROVED:
By: _______________________________ Date:
City Manager –up to $150,000
Deputy/Assistant City Manager – up to $50,000
Director – up to $25,000
Manager – up to $5,000
EXHIBIT “A”
SCOPE OF SERVICES
EXHIBIT “B”
SCHEDULE OF COMPENSATION
EXHIBIT “C”
EXECUTIVE ORDER N-6-22 CERTIFICATION
Executive Order N -6-22 issued by Governor Gavin Newsom on March 4, 2022, directs all agencies and departments that are subject to the Governor’s authority to (a) terminate any contracts with any individuals or entities that are determined to be a target of economic sanctions against Russia and Russian entities and individuals; and (b) refrain from entering into any new contracts with such individuals or entities while the aforementioned sanctions are in effect.
Executive Order N-6-22 also requires that any Consultant that: (1) currently has a contract with the City of Palm Springs funded through grant funds provided by the State of California; and/or (2) submits a bid or proposal or otherwise proposes to or enter into or renew a contract with the City of Palm Springs with State of California grant funds, certify that the person is not the target of any economic sanctions against Russia and Russian entities and individuals.
The Consultant hereby certifies, SUBJECT TO PENALTY FOR PERJURY, that a) the Consultant is not a target of any economic sanctions against Russian and Russian entities and individuals as discussed in Executive Order N -6-22 and b) the person signing below is duly authorized to legally bind the Consultant. This certification is made under the laws of the State of California.
Signature:
Printed Name:
Title:
Firm Name:
Date:
1 the
•
ramsay
•
group
Improving the way you work
:
Empowering the community you serve
REQUEST FOR PROPOSALS 11-25 ON-CALL COMMUNITY
DEVELOPMENT BLOCK GRANT (CDBG) PROGRAM
ADMINISTRATIVE SERVICES
February 3, 2026
Electronic File #1, “Technical Proposal”
” I truly could not have asked for a better consultant or colleague to help guide me through this learning curve. There is more work ahead, but I felt it was important to share how impactful your contributions have already been.”
Lorena Ritchey- 1/20/26
Management Analyst
City of Palm Desert
2 Contact Information:
Darrell Stamps
Managing Partner
The Ramsay Group 213.256.7657
SOUTHERN CALIFORNIA (Headquarters)
23630 Clover Trail
Calabasas, CA 91302
2021 Guadalupe Street Dobie Center, Suite 260
Austin, TX 78705
One Magnificent Mile, 980 North Michigan Avenue Suite 1400 Chicago, 60611
DUNS
884536850
TAX ID
83-0417612
www.theramsaygroup.com
[email protected]
3 TRANSMITTAL LETTER
2/3/2026
Sheikia Wilson - City of Palm Springs
Procurement and Contracting Department City Hall
3200 E. Tahquitz Canyon Way Palm Springs, CA 92262
Dear Ms. Wilson,
The Ramsay Group (TRG) is pleased to submit our proposal to the City of Palm Springs to provide on-call technical assistance and support services to ensure compliance with all HUD regulations and maintain accurate reporting and administration within HUD systems. We are eager to partner with the City to ensure full compliance with HUD requirements while advancing Palm Springs’s housing and community development priorities.
For nearly 30 years, TRG has supported entitlement jurisdictions nationwide with HUD program administration, planning, and reporting. Our team has prepared more than 100 Consolidated Plans, Annual Action Plans, and CAPERs, and we are highly experienced in navigating HUD’s regulatory framework, including 24 CFR Part 91, the Cranston -Gonzalez National Affordable Housing Act, and subsequent federal legislation. TRG has also provided direct technical assistance in IDIS and HEROS, ensuring accurate project setup, reporting, and environmental review compliance.
The City of Palm Springs is seeking a consultant to provide ongoing support for its Community Development Block Grant (CDBG) Program. Services include preparing required HUD plans and reports, managing data and project information in systems such as IDIS a nd HEROS, and assisting with compliance and documentation. TRG will ensure all deliverables are completed on schedule and in accordance with federal regulations. Our team will also coordinate public hearings, manage public notices, and support community outreach to engage residents, nonprofits, and other stakeholders throughout the planning and reporting process
The City of Palm Springs can be assured that TRG’s effectiveness as a nearly 30 -year planning firm will exceed expectations. We recognize that successful HUD administration not only secures compliance but also directs millions in federal resources toward affordable housing, commu nity development, and anti - homelessness initiatives—goals we are committed to advancing alongside your staff and community.
We certify that the information submitted is true and complete to the best of our knowledge. TRG agrees to all terms and conditions in the RFP and Professional Services Agreement, acknowledges receipt of all amendments and/or addenda, and makes no exceptions. Our proposal will remain valid for at least 120 days from the date of submittal.
Thank you for your consideration. We look forward to the privilege of supporting the City of Palm Springs in delivering impactful, federally compliant planning and reporting services. Should you have any questions, please contact me directly at [email protected] or 213-256-7657. I will serve as the primary contact for this engagement.
Regards,
Darrell Stamps MPA, Managing Partner
4 Section A: Firm (including any subcontractors) Qualifications and Experience including References
A.1 Company Overview. Please provide a description of the services that your company has provided in other cities, how long you have been in operation, and any unique features of the services you offer. Please also include how you meet the minimum requirements that will be scored on a pass fail basis.
The Ramsay Group (TRG) , founded in 2020 is a national consulting firm with nearly 30 years of experience providing HUD program administration, planning, and technical assistance services to entitlement jurisdictions across the country. Our firm has successfully supported more than 60 cities administering CDBG, HOME, ESG, and related federal programs .
Our services include preparation of HUD -required planning documents such as Consolidated Plans, Annual Action Plans, and CAPERs; management of IDIS and HEROS systems; subrecipient monitoring; environmental review compliance; labor standards administration; and public engagement. TRG has prepared over 100 HUD planning documents and has extensive experience with NOFA process management, regulatory training, and technical assistance .
What sets TRG apart is our ability to operate as an extension of city staff. We embed our team within local workflows, provide regular communication and updates, and maintain strong working relationships with HUD regional staff. Our secure, cloud -based pro ject management system allows for seamless coordination, transparency, and audit-ready documentation.
Meeting Minimum Requirements:
TRG meets all minimum qualifications by offering:
• Proven Experience: Decades of hands -on CDBG administration and compliance oversight for entitlement communities.
• Technical Proficiency: Deep expertise in IDIS, HEROS, and HUD reporting systems. • Regulatory Knowledge: Up-to-date understanding of HUD rules, including 24 CFR Part 570 and Part 58.
• Successful Track Record: History of submitting accurate, timely plans and reports with no compliance findings.
By combining regulatory expertise with strategic insight, TRG ensures that federal funds are managed efficiently, transparently, and in alignment with community priorities.
A.2 Indicate the name of any sub -contractor firms or contractors that will be utilized to make up your team. Describe each sub-contractor’s qualifications, background, and specific expertise that they bring to the Project.
Sanya has managed federal grants across multiple entitlement jurisdictions, including CDBG, HOME, ICDBG, and NAHASDA funds. She has extensive experience in labor standards compliance, procurement policy, subrecipient training, and risk assessments. In 2024 , she was awarded HUD’s Outstanding CDBG Administrator Award , recognizing her exceptional contributions to federal grant management and program integrity
.
Specific Expertise for the Project:
• Lead author and reviewer of CAPERs, public notices, and funding recommendations. 5 • Management of Davis-Bacon and related labor standards, including certified payroll review and reporting.
• Subrecipient monitoring, training, and technical assistance to ensure audit-ready records. • NOFA process design and execution, from public release to final funding recommendations. • Policy and procedure review to ensure alignment with evolving HUD regulations.
As a subcontractor, Sanya will work in close coordination with the City’s core team, providing specialized oversight on compliance-heavy functions and serving as a resource for City staff on complex regulatory issues. Her involvement ensures that the City of Palm Springs benefits from both TRG’s institutional capacity and Sanya ’s individual expertise, resulting in a comprehensive and compliant program administration approach.
A.3 References. Include a minimum of three references on the form provided of recent customers for who your firm has provided similar services as contemplated herein and include it with the forms section
Below are three references for jurisdictions where The Ramsay Group (TRG) has recently provided comprehensive CDBG program administration, planning, and compliance support. These projects included preparation of Consolidated Plans, Annual Action Plans, CAP ERs, IDIS management, environmental review documentation, and subrecipient monitoring — similar to the services requested by the City of Palm Springs.
Name of
Agency
Contact Name & Title Contact Information Description of Work Dates City of
Palm
Springs,
CA
Jay Virata
Director, Community
& Economic
Development
Phone: 562-929-5653
Email:
[email protected]
HUD Grant Management
Services including IDIS,
Subrecipient
Management,
Consolidated Plan, AAP,
CAPER, and
Environmental Review
documentation.
2015 –
Current
City of
Palm
Desert,
CA
Lorena Ritchey
Management Analyst
Phone: 760-776-6477
Email: [email protected]
CDBG & CDBG-CV
Program Administration,
IDIS Management,
Compliance Monitoring,
and Public Hearing
Coordination.
March
2024 –
Current
City of
Hemet
Ca
Kara Franzo |
Accountant
Phone: 951-765-2353
Email: [email protected]
HUD Grant Management
Services including IDIS,
Subrecipient
Management,
Consolidated Plan, AAP,
CAPER, and
Environmental Review
documentation.
July
2025 –
Current
TRG has provided continuous technical assistance and program administration services to the City of Palm Springs since 2015. Our work includes full CDBG program management, preparation of Annual Action Plans, Consolidated Plans, and CAPERs, as well as IDIS and HEROS support. We have coordinated public hearings with the Housing and Community Development Citizen Advisory Committee 6 (HCDA) and City Council, prepared environmental review documentation, and ensured all HUD submissions were accurate and on time.
A critical part of this engagement has been assisting Palm Springs in navigating federal compliance, including labor standards (Davis-Bacon), Section 3 requirements, and monitoring of subrecipients. TRG’s long-term partnership has resulted in clean HUD aud its with no findings and timely submission of all required reports.
Summary of Value to the City of Palm Springs
These projects demonstrate TRG’s ability to deliver comprehensive CDBG program support across diverse jurisdictions. Key themes across all engagements include:
• Timely and accurate HUD submissions, including Action Plans, CAPERs, and environmental reviews.
• Seamless integration with City staff, functioning as an extension of local teams. • Strong regulatory compliance, resulting in clean audits and successful HUD monitoring visits. • Robust community engagement, ensuring meaningful public participation and transparent decision-making.
By leveraging this experience, TRG will ensure Palm Springs receives expert guidance, efficient program management, and compliant, high-quality deliverables throughout the term of this contract.
TRG recognizes that this project is not only about technical compliance, but also about ensuring that Palm Springs’s HUD resources are strategically aligned with the City’s 2025 –2029 Consolidated Plan, community priorities, and HUD objectives to affirmatively further fair housing, expand affordable housing, and strengthen community development capacity.
We also understand the importance of aligning work with the City’s HCDA schedule and HUD’s strict timelines:
• Annual Action Plans must be finalized and submitted by May 15 each year. • CAPERs must be submitted by September 29 each year.
Meeting these deadlines requires disciplined project management, proactive coordination with staff, and careful scheduling of public participation processes. TRG has a proven track record of delivering these federally required documents on time, while main taining accuracy, transparency, and meaningful community engagement.
Section B: Staff, Teams (including any subcontractors) qualifications and experience
B.1 Staffing. The proposers shall provide a description of how they plan to staff the project, including any local hires that they would need to make or local partnerships that they would need to establish to ensure successful program implementation.
The Ramsay Group (TRG) will staff this engagement with a dedicated team of HUD program administrators and compliance specialists, supported by administrative personnel to ensure accurate reporting, strong compliance, and efficient program oversight. Our approach is to function as an extension of City staff, providing hands-on technical assistance and timely, high-quality deliverables throughout the contract term.
7 Project Leadership and Day-to-Day Oversight
• Darrell Stamps, MPA – Managing Partner
Darrell will serve as Project Director and Principal-in-Charge, providing overall leadership and direct communication with City staff and HUD representatives. He will oversee all project activities, ensure contract compliance, and perform final quality review of deliverables. Darrell will also represent the City during HUD monitoring visits and ensure that all work remains on schedule and in full compliance with federal regulations.
Core Technical and Compliance Support
• Sanya Vitale – Compliance Lead / Subcontractor
Sanya will manage key compliance functions, including Davis-Bacon labor standards, subrecipient monitoring, and risk assessments. She will lead the preparation of CAPERs, public notices, and NOFA processes while providing technical assistance and training to City staff. Her role ensures that all reporting requirements are met and that program records remain audit- ready at all times.
Administrative and Support Staff
TRG’s internal administrative team will provide back-end support for tasks such as IDIS management, data tracking, and reporting. This ensures accuracy, timely submission of required documentation, and consistent program performance.
Integration with City Staff
TRG will maintain open and consistent communication with City staff through:
• Weekly coordination calls and regular updates to track progress and address emerging issues. • A secure cloud -based project management system where tasks, draft reports, and compliance documentation can be reviewed in real time.
• A guaranteed 24 -hour response time for all City inquiries to ensure responsiveness and accountability.
This streamlined staffing model provides Palm Springs with a highly qualified and experienced team dedicated to effective management of HUD programs, ensuring accurate reporting, timely submissions, and full compliance with federal requirements.
B.2. List the name and qualifications of the key staff/team members that will be assigned to the Project. Provide detailed qualifications of the Project Manager that will be assigned to the Project.
Darrell Stamps, MPA – Managing Partner
Role: Project Manager / Principal-In-Charge
Responsibilities:
• Primary liaison with the City of Palm Springs and HUD • Oversees all deliverables and ensures contractual compliance • Supervises team assignments and internal quality control • Provides strategic guidance on program design, NOFA execution, and HUD engagement
8 Relevant Experience:
Darrell brings nearly three decades of experience supporting more than 60 HUD entitlement communities across California and the U.S. He has led the preparation of over 100 Consolidated Plans, Annual Action Plans, and CAPERs, along with extensive experience in IDIS management, HUD monitoring preparation, and policy alignment. He has worked directly with HUD Region IX CPD representatives and provided expert consultation to cities during entitlement recertification and legislative changes, including the implementation of ARPA and Section 3 Final Rule changes. Darrell’s focus will be ensuring Palm Spring’s programmatic integrity, regulatory adherence, and responsiveness to community needs.
Other Qualifications:
• M.A in Public Administration, California State University, Fresno • B.A. in Political Science, California State University, Fresno • Professional Affiliations- Member of the American Planning Association (APA) • Certifications- National Charrette Institute, Charrette Planner Certification Training- California State University, Fresno
Sanya Vitale – Director of Government Services / Senior CDBG Administrator Role: Compliance Lead and Senior Project Manager
Responsibilities:
• Lead author and reviewer of CAPER, NOFA, and public notices • Manages Davis-Bacon reporting, labor standards, and subrecipient training • Supports program income reconciliation and IDIS funding activity reviews • Assists in internal audit responses and policy evaluation
Relevant Experience:
Sanya has over 25 years of experience managing federal grants across housing and community development sectors. She is a recognized subject matter expert in CDBG compliance and procurement policy and received HUD’s Outstanding CDBG Administrator Award in 2024. Her experience includes oversight of PIH, ICDBG, and NAHASDA funds, development of multi-jurisdictional NOFA platforms, and internal risk assessments for local governments. Sanya will lead Palm Springs’ programmatic compliance functions and assist in maintaining audit-ready records.
Other Qualifications:
• Education Masters in public administration Indiana University • Bachelors in English from Purdue University,
• 2024 Outstanding CDBG Administrator Award from the United States Department of Housing and Urban Development.
B3. Partners. The respondent should list any organizations they plan to partner with to implement the scope of work.
The Ramsay Group (TRG) recognizes the importance of working closely with local organizations and agencies to ensure that program activities are well -coordinated and responsive to the needs of Palm Springs residents. While TRG will directly manage all core compliance, reporting, and administrative tasks, we will engage with local partners to strengthen outreach, communication, and service delivery. 9 These partnerships will help the City maximize the impact of CDBG funding by connecting federal resources with organizations already serving the community. Potential partners include:
• Nonprofit Housing and Community Development Agencies – Collaborating with local housing providers, supportive service organizations, and nonprofit developers to collect performance data, support subrecipient monitoring, and align projects with community priorities.
• Public Service Organizations – Working with agencies that receive CDBG funding to ensure proper documentation, reporting, and compliance with HUD regulations.
• City Departments and Local Government Agencies – Coordinating with departments such as Public Works, Planning, and Finance to integrate CDBG-funded activities with other city initiatives and reporting systems.
• Community-Based Organizations (CBOs) – Partnering with grassroots organizations to expand outreach efforts, promote public participation in planning processes, and gather input on local housing and infrastructure needs.
Section C: Demonstrated understanding of the overall project and requested scope of work
C.1 Proposed Approach for Implementing the Scope of Work. Please describe how you would approach the Scope of Work for the City of Palm Springs. This would include how you would address or enhance the tasks in the Scope of Work and how you would partner with the City to implement the service.
The Ramsay Group will serve as an extension of the City’s staff, bringing new insights, strategies and management that can be used by the City to ensure the successful administration of the CDBG programs.
We will ensure exceptional coordination with the Ci ty and ensure seamless transfer of information. We will also provide monthly reports on the program’s progress and make staff available for departmental meetings or public presentations. Additionally, the services will include IDIS management, preparation of grant applications, sub -recipient management, preparation of Environmental Review Records, preparation of disbursement requests and preparation of close -out documents assistance with public hearings, assisting the city with Davis -Bacon and related labor requirements including weekly payroll review and employee interviews, assisting the city with meeting Affirmatively Furthering Fair Housing (AFFH) through the updating of its Analysis of Impediments to Fair Housing Choice , and the development of the City’s 5 -Year Consolidated Plan.
10 Work Plan/Scope of Services
General Scope of Services: The Ramsay Group (TRG) shall provide administrative and programmatic assistance in support of the City’s HUD Programs, including maintenance of the Integrated Disbursement and Information System (IDIS), preparation of the Consoli dated Annual Performance and Evaluation Report (CAPER) and Subsequent Consolidated Plan and Annual Action Plans.
Service Delivery: TRG shall, as authorized, undertake the necessary grant management, data-gathering, analysis and reporting necessary to ensure the City complies with all Federal, State and Local regulations and requirements associated with effective impl ementation, management, and oversight of the City’s HUD Program. At a minimum, TRG will provide the following, but not limited to, activities.
A. General consultation, assistance and/or recommendations to the City CDBG Administrative Staff (and its subcontractors/sub-recipients if requested) in matters relating to the administration and execution of its HUD Programs, including project planning, implementation services, and quarterly activity reporting.
B. Annual Action Plans, Contractor/Subcontractor activity reports, CAPER, and public notices.
C. Set up and maintain activities and narratives in the Integrated Disbursement Information System.
D. Prepare all HUD required reports, notices, and documents necessary to process any City approved amendments to the Consolidated Plan and/or Annual Action Plan.
E. Prepare necessary environmental review forms and documents for CDBG projects and activities, where required.
F. Work with the City staff to review submitted funding applications and qualifications for completeness and eligibility.
G. Assist in the preparation of reports for the City Council concerning the allocation of funds for public service and capital expenditure activities.
H. Provide training and technical assistance to staff.
I. Develop a monitoring plan and monitor all CDBG projects/ programs or appropriate records maintenance, reporting, and compliance with applicable requirements.
11 J. Provide Section 3 and Davis-Bacon Wage Compliance procedures and monitoring for them.
K. Provide Compliance Reports as needed for projects using grant funds.
L. Create and maintain files for CDBG funded projects/activities and programs.
M. During HUD monitoring, assist the City in gathering and providing requested information to support compliance with HUD requirements.
N. Assist with Audit responses.
O. Provide research, analysis, and training as requested by City.
P. Provide any other administrative services as required by the City’s HUD programs.
Q. Provide quarterly status reports on the status of work projects/activities and programs assigned, unless otherwise instructed by the City.
R. Attend and assist the City during HUD's monitoring visit(s). Assist with the preparation of City's response to any monitoring findings.
S. Assist in a final inspection of the project and assist the City in the issuance of a final acceptance of work.
T. Assist with Fair Housing/EEO compliance activities.
U. Assist the City in meeting the HUD audit requirements.
V. Prepare close-out documents.
W. Coordinating and conducting public engagement/Citizen Participation Plan Activities, including but not limited to preparing public notices and draft versions of documents for public review • Monitoring subrecipient performance
X. Monitoring existing affordable housing properties, in accordance to the applicable affordability covenants
Y. Development Consulting (Real Estate Development/CHDO Technical Assistance/Proforma) on new construction and rehabilitation projects of affordable housing projects requiring complex multi-tiered financial investments, feasibility analysis, site suitability analysis, development and operating budgets, tax and investment proformas, oversight of the local approval process • Assist Purchasing and Contract Services in preparing Requests for Proposals (RFP) for affordable housing projects, and CDBG program activities
Z. Evaluating the City’s Program Manuals, existing program guidelines, and project/program agreements, and recommend program changes to meet federal, state, county and local regulations
Enhancing the Scope of Work Tasks
TRG will not only complete the tasks outlined in the RFP but will elevate each element by introducing tools, training, and strategies that increase accuracy and compliance while reducing administrative burden.
1. General Program Administration
• Standardization of Processes: Develop internal checklists and reference guides for City staff to streamline workflows and reduce errors.
• Real-Time Guidance: Provide immediate responses to regulatory questions and emerging HUD updates, ensuring decisions are always compliant with 24 CFR Part 570 and related guidance.
2. IDIS System Management
• Proactive Data Reviews: Conduct monthly data checks to ensure proper setup, linkage, and reporting of activities in IDIS.
• Customized Staff Training: Offer hands -on sessions for City staff to strengthen internal IDIS capabilities and knowledge retention.
12 • Error Prevention: Implement an early-warning system for timeliness issues, helping the City avoid funding recaptures or HUD findings.
3. Compliance and Reporting
• Compliance Calendar: Establish a comprehensive reporting calendar with automated reminders for HUD deadlines, public review periods, and subrecipient reporting. • Detailed Documentation: Create audit-ready records for CAPERs, Action Plans, and monitoring reports to ensure smooth HUD reviews and clean monitoring results. • Risk Management: Identify compliance gaps through proactive subrecipient monitoring and provide corrective action plans.
4. Environmental Review (NEPA Compliance)
• Streamlined HEROS Templates: Prepare standardized Environmental Review Record templates for efficiency and consistency.
• Early Project Screening: Identify environmental review requirements at the start of each project to prevent delays and ensure timely Request for Release of Funds (RROF).
5. Public Notices and Outreach
• Clear Templates: Draft notices in plain language to increase public understanding and participation.
• Digital Access: Support both virtual and in -person public hearings to expand accessibility and participation during public comment periods.
• Participation Tracking: Maintain detailed logs of public feedback and City responses for HUD compliance.
6. On-Call Services
• Rapid Response Team: Provide immediate technical assistance for urgent City or HUD requests, including audit findings, monitoring visits, and policy changes. • HUD Liaison Support: Assist with direct communication and negotiations with HUD regional staff to resolve issues quickly and effectively.
Partnering with the City to Implement Services
TRG understands that a successful CDBG program relies on strong collaboration between the consultant and City staff. We will work hand-in-hand with Palm Springs to create a transparent, responsive working relationship.
Integration with City Operations
• Weekly Coordination Calls: Regular meetings to review progress, discuss emerging issues, and align on priorities.
• Dedicated Point of Contact: A single TRG project director will serve as the City’s primary liaison for consistency and accountability.
• 24-Hour Response Time: Guarantee timely responses to all City inquiries.
Shared Tools and Transparency
• Cloud-Based Project Management: Provide a secure online platform where City staff can view draft reports, track tasks, and access compliance documentation in real time. • Progress Dashboards: Monthly updates summarizing completed tasks, upcoming deadlines, and key performance metrics.
13 Capacity Building and Knowledge Transfer
• Staff Training: Offer targeted training sessions on IDIS, HEROS, and compliance topics to build the City’s internal capacity.
• Sustainability Planning: Create workflows and documentation that allow Palm Springs to maintain strong CDBG administration practices long after the contract term.
Collaborative Public Engagement
• Partner with City staff to plan and execute public hearings, ensuring alignment with HUD’s citizen participation requirements.
• Support outreach to local nonprofits and community organizations to strengthen public input and program transparency.
Outcome
By enhancing tasks and partnering closely with City staff, TRG will:
• Deliver timely, accurate HUD submissions for Action Plans, CAPERs, and environmental reviews. • Maintain clean audits and monitoring results through proactive compliance measures. • Provide the City with clear systems, tools, and training that improve efficiency and reduce administrative burden.
• Build a transparent and collaborative environment, ensuring CDBG funds are managed effectively to benefit Palm Springs residents.
C.2 Anything else the City should consider as part of this process. Proposers should provide any insights or advice they feel may assist the City in implementing the Scope of Work.
In addition to completing the required tasks in the Scope of Work, The Ramsay Group (TRG) recommends the City consider several strategies to enhance program administration, streamline compliance, and ensure efficient use of federal resources. These insight s reflect TRG’s experience working with entitlement jurisdictions across California and the nation.
1. Develop a Year-Round Compliance Calendar
CDBG administration is cyclical, with recurring deadlines for Action Plans, CAPERs, environmental reviews, and subrecipient reporting. Establishing a year -round compliance calendar ensures these deadlines are anticipated well in advance, reducing last -minute rushes and preventing missed submissions. TRG can build and maintain this calendar, integrating automated reminders for staff and stakeholders.
Benefit: Improved workflow management and a clear roadmap for HUD compliance activities.
2. Create Audit-Ready Documentation Systems
HUD monitoring visits have become increasingly detailed and documentation-heavy. TRG recommends establishing a centralized digital filing system for environmental reviews, IDIS reports, public notices, and subrecipient records. This system would be accessi ble to City staff and reduce time spent locating documents during audits or monitoring reviews.
Benefit: Simplifies HUD reviews and demonstrates strong internal controls.
14 3. Use Technology to Improve Efficiency and Transparency Adopting cloud -based project management tools will allow City staff and TRG to track deliverables, review draft reports, and monitor real -time progress. This promotes accountability, strengthens coordination, and provides a single source of truth for program activities.
Benefit: Streamlined communication and reduced administrative burden on City staff.
4. Strengthen Staff Knowledge and Capacity
To ensure long-term sustainability, TRG recommends investing in training sessions for City staff covering IDIS, HEROS, and HUD regulatory updates. This builds institutional knowledge and reduces reliance on outside consultants over time.
Benefit: Increased local expertise and long-term program stability.
5. Enhance Public Participation Beyond HUD Minimums
While HUD establishes minimum standards for public engagement, the City can build trust by expanding outreach efforts. TRG recommends innovative engagement strategies, including virtual hearings, targeted outreach to underserved populations, and plain-language materials that make CDBG programs more accessible.
Benefit: Increased transparency, stronger relationships with the community, and better alignment of CDBG resources with local needs.
C.3 Identify any “key” or “critical” issues that you believe may be encountered based on the firm’s prior experiences; and provide steps to be taken to ensure the issues identified do not affect the successful delivery of the service.
Through nearly 30 years of experience providing CDBG program administration and HUD compliance services, The Ramsay Group (TRG) has identified several common challenges that entitlement jurisdictions face. Anticipating these issues allows TRG to proactively manage risks and ensure that Palm Springs remains compliant and efficient in delivering its CDBG program.
New Federal Guidance on Race and Ethnicity References
Issue:
Jurisdictions administering CDBG funds are operating in a changing federal policy environment, including increased restrictions on the use of race - and ethnicity-based language in program planning, public - facing documents, and implementation. These shifts create added complexity for Consolidated Plans, Annual Action Plans, NOFAs, and subrecipient materials, as cities must balance compliance with updated federal guidance while continuing to meet HUD requirements related to fair housing, beneficiary eligibility, and documentation of community need. Inconsistent or outdated language may increase monitoring findings, audit risk, or delays in HUD approvals.
Mitigation Steps:
• Conduct proactive compliance reviews of CDBG plans, NOFAs, policies, and public materials to ensure alignment with current HUD and federal guidance. • Support the City in transitioning to place -based, income -driven, and housing -need- focused frameworks that maintain program intent while reducing federal risk exposure. 15 • Ensure continued alignment with fair housing and non-discrimination requirements despite evolving narrative and documentation standards.
• Provide ongoing technical assistance to City staff and subrecipients to promote consistent application of compliant language and implementation practices. • Monitor federal guidance and HUD notices throughout the program year and recommend timely adjustments as needed to maintain compliance.
Missed HUD Deadlines
Issue:
Annual Action Plans (AAPs) and Consolidated Annual Performance and Evaluation Reports (CAPERs) must be submitted to HUD by strict deadlines — May 15 for AAPs and September 29 for CAPERs. Missed deadlines can delay funding availability and negatively impact the City’s reputation with HUD.
Mitigation Steps:
• Develop a comprehensive regulatory calendar within the first 30 days of the contract. • Assign clear internal and external responsibilities for each task and deadline. • Schedule early internal reviews to ensure all documents are complete and approved ahead of HUD submission.
• Maintain regular status updates with City staff and establish a weekly check -in meeting during peak reporting periods.
Incomplete or Inaccurate IDIS Data
Issue:
Incorrect or outdated data in HUD’s Integrated Disbursement and Information System (IDIS) can result in compliance findings, rejected reports, and delays in program closeouts.
Mitigation Steps:
• Conduct a baseline review of current IDIS data during the onboarding phase. • Perform monthly reconciliation of IDIS activities, draws, and accomplishments. • Provide customized IDIS training to City staff to prevent recurring errors. • Generate internal reports to monitor timeliness of expenditures and activity progress.
Environmental Review Delays
Issue:
Delays in completing Environmental Review Records (ERRs) in HEROS can prevent projects from moving forward and delay drawdowns of funds.
Mitigation Steps:
• Screen projects at the earliest stage to determine environmental review requirements. • Create standardized HEROS templates for common project types (Exempt, CENST, CEST). • Track ERR status in real time using TRG’s project management system. • Coordinate directly with HUD environmental officers to resolve any review issues quickly.
16 Subrecipient Compliance Issues
Issue:
Subrecipients may struggle with documentation, labor standards, and eligibility requirements, which can create risk for the City during HUD monitoring visits.
Mitigation Steps:
• Conduct risk assessments for all subrecipients at the start of each program year. • Provide annual training sessions on recordkeeping, allowable costs, and Davis -Bacon labor standards.
• Implement desk reviews and on-site monitoring with documented follow-up and corrective action plans.
• Create clear, standardized templates for subrecipient reports and agreements.
Public Participation and Notice Requirements
Issue:
HUD requires specific timelines and documentation for public notices and hearings. Missed steps in this process can invalidate submissions and cause delays.
Mitigation Steps:
• Maintain a public engagement checklist aligned with HUD requirements. • Prepare template notices and meeting scripts for efficiency and consistency. • Track and archive public comments and responses to meet HUD documentation standards. • Support the City in hosting both in-person and virtual public hearings to maximize participation.
By identifying these critical issues early and applying proactive mitigation strategies, TRG will ensure that the City of Palm Springs avoids common compliance pitfalls. This approach provides the City with predictability, efficiency, and confidence, ensur ing successful delivery of all CDBG program administration tasks while maintaining strong HUD relationships and audit-ready records.
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BB&K (2024) Page 20 of 21
EXHIBIT “B”
SCHEDULE OF COMPENSATION
ATTACHMENT “H”
COST PROPOSAL
REQUEST FOR PROPOSALS (RFP 26-25
ON-CALL COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) PROGRAM
ADMINISTRATIVE SERVICES
THIS FORM MUST BE COMPLETED AND SUBMITTED IN SEPARATE ELECTRONIC FILE #2 “Cost Proposal”, NOT with Electronic File #1, Technical/Work Proposal*) ITEM DESCRIPTION Unit of
Measure
Estimated
Quantity
(Annually)
Rate TOTAL
1 Project Manager Hour 432 $ 55,00 $ 23,760.00
2 Compliance Analyst Hour 540 $ 60,00 $ 32,400.00
3 Administrative
Support
Hour 120 $ 30.00 $ 36,000.00
4 Mileage Per Mile 120 $ 0.67 $ 80.40
5 Meals Per Day 2 $ 00 $ 00
6 Lodging Per Night 2 $ 00 $ 00
Annual Total (sum of items 1-6) $ 59,840.40
Grant Total (annual total time three years) $ 179,521.20 The resulting contract for these services is an on-call as needed contract. No specific amount of work is guaranteed. The contract value is an estimated value only. All work authorized under the contract will be compensated on a time and material basis as outlined in the table above and not to exceed the Maximum Contract Amount.
For the initial three years of the Agreement term, the Unit Pricing shall remain fixed. For optional years 4 and 5, Consultant may request a price adjustment not to exceed the Bureau of Labor Statistic’s Consumer Price Index (CPI) for the Riverside/San Bernadino/Ontario region for the prior 12 month period effective on the anniversary date. Optional renewal years 4 and 5, and any associated CPI increase, are at the mutual consent of the City and the Contractor.
Firm Name: The Ramsay Group
Signature of Authorized Person:
Printed Name: Darrell Stamps
Title Owner:
Date: 2/3/26
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BB&K (2024) Page 21 of 21
EXHIBIT “C”
EXECUTIVE ORDER N-6-22 CERTIFICATION
EXECUTIVE ORDER N-6-22 CERTIFICATION
REQUESTS FOR PROPOSALS (RFP 11-25)
ON-CALL COMMUNITY DEVELOPMENT BLOCK GRANT ADMINISTRATIVE
SERVICES
Executive Order N-6-22 issued by Governor Gavin Newsom on March 4, 2022, directs all agencies and departments that are subject to the Governor’s authority to (a) terminate any contracts with any individuals or entities that are determined to be a target of economic sanctions against Russia and Russian entities and individuals; and (b) refrain from entering into any new contracts with such individuals or entities while the aforementioned sanctions are in effect.
Executive Order N-6-22 also requires that any Consultant that: (1) currently has a contract with the City of Palm Springs funded through grant funds provided by the State of California; and/or (2) submits a bid or proposal or otherwise proposes to or enter into or renew a contract with the City of Palm Springs with State of California grant funds, certify that the person is not the target of any economic sanctions against Russia and Russian entities and individuals.
The Consultant hereby certifies, SUBJECT TO PENALTY FOR PERJURY, that a) the Consultant is not a target of any economic sanctions against Russian and Russian entities and individuals as discussed in Executive Order N-6-22 and b) the person signing below is duly authorized to legally bind the Consultant. This certification is made under the laws of the State of California.
Signature:
Printed Name:
Title:
Firm Name:
Date:
Darrell Stamps
Owner
The Ramsay Group
9/16/2025