HomeMy WebLinkAboutC38560 PD Aquatic Center (PDAC) Chemical AcquisitionCC
Contract No. C 38560
STAFF REPORT
CITY OF PALM DESERT
COMMUNITY DEVELOPMENT DEPARTMENT
MEETING DATE: May 9, 2019
PREPARED BY: Johnny Terfehr, Management Analyst
REQUEST: Award Contract No. C 38560 for a one-year agreement (FY
2019/2020) with Waterline Technologies, Inc., of Santa Ana,
California, in an amount of $73,488 for chemical acquisition at the
Palm Desert Aquatic Center (PDAC).
Recommendation
By Minute Motion:
1. Award Contract No. C 38560 for a one-year agreement with Waterline
Technologies, Inc., of Santa Ana, California, in an amount of $73,488
for chemical acquisition at the PDAC.
2. Authorize the Mayor to execute the Agreement.
If the above actions are approved, funds are available the following
accounts:
Supplies - Pool Chemicals Account No. 2424549-4211100
Strateqic Plan
The proposed action will further the goals of the Strategic Plan by providing for necessary
maintenance of the PDAC facility assuring pervasive recreational activities within the City.
Background Analvsis
The proposed agreement includes all estimated chemical needs for FY 2019/2020.
Annually, PDAC uses approximately 35,000 gallons of chlorine, 4,000 gallons of muriatic
acid, 17,000 of sodium bicarbonate, 2,000 gallons of calcium chloride, and 300 gallons of
amino acid digester. These amounts can vary from year to year depending on bather
load and temperatures. In addition, our filters use diatomaceous earth as a filtering
media. We keep a supply on hand and replace it about every year and a half. A portion
of this cost is included in this contract.
May 9, 2019 - Staff Report
Contract No. C38560 for Chemical Acquisition Page 2 of 2
Below are the results from the bid opening, which occurred on April 16, 2019:
Waterline Technologies, Inc. (Santa Ana): $73,488
Hasa, Inc. (Saugus): $74,578
Leslie's Pool Supply (Phoenix) $74,615
Fiscal Anaivsis
At this time, the award of this contract has no fiscal impact beyond the total bid price of
$73,488 submitted with the proposal.
LEGAL REVIEW , DEPT. REVIEW
< argreaves Ryan Stendell
rney Director of Community
Development
VENDOR: Waterline Technologies, Inc.
620 N. Santiago Street
Santa Ana, CA 92701
FINANCIAL REVIEW CITY MANAGER
"Moore Lauri Aylaian
Director of Finance City Manager
ATTACHMENTS: Bid Proposals
Contract Documents and Specifications/Request for Bid
Waterline Technologies
CITY OF PALM DESERT
AQUATICS CENTER CHEMICAL ACQUISITION BID FORM
Bids must be prepared on this City -provided bid form and submitted in a sealed
envelope plainly marked on the outside "SEALED BID FOR PALM DESERT AQUATIC
CENTER CHEMICAL ACQUISITION FY 19/20 — DO NOT OPEN WITH REGULAR
MAIL." Bids must be received in the office of the City of Palm Desert City Clerk no later
than 10:00 a.m. on Tuesday. April 16. 2019, at which time they will be publicly opened
and read aloud.
BID ITEM
ESTIMATED
QUANTITY UNIT
(Gallon or COST
Pound)
Total for Chlorine Acquisition 135,000 gal
Total for Muriatic Acid 4,000 gal
Acquisition
Total for Sodium Bicarbonate 17,000lb
Acquisition
Total for Calcium Chloride 12,000 lb
Total for Amino Acid Digester 1 300 gal
a
, -9
Total for DE per pallet (1800 1800 lb $ . o
pounds) 0
TOTAL BID PRICE
TOTAL BID AMOUNT IN FIGURES $,j 73i'YSp'Ov
TOTAL ANNUAL
COST
(For bid Comparison)
$ gYz1-%0.00
$
9,10D' 00
00
$ 1(0,0.00
$ 12,934 •00
S
/SIZ.00
$ -73, Y99.06
TOTAL BID AMOUNT BID IN WORDS st✓t>f'fi�4't �i'fodSA
�-l0- aolg
07V B
G •M
Waterline Techm*Wes, Inc.
620 North Saaaw Street
Santa Am, CA 92"1
500.464.7762 714-564.9100
Water Tratntent CAunkals and
i
Egdpnat
The undersigned declares that he/she has carefully examined the specifications; that
he/she is thoroughly familiar with the contents thereof, has examined the site and is
authorized to represent the bidding firm and propose services to City of Palm Desert. It
is understood that the price shown hereon includes all costs related to providing
chemicals to the facility per the specifications. The total cost for the chemical
acquisition is provided for bid comparison only. Payment for chemicals shall be made
based on actual unit priced purchases only. IN WITNESS WHEREOF CONTRACTOR
executed this Bid as of 1/4-/1 (date)
By: - /J�(rsy o� ga�
Signature U
Title: 4�*'Iq•
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document, to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
State of California )
County of
On API 0 , 20A before me, 5ARAtt E • OM7-
personallyappeared QNos R • Ra26�
who proved to me on the basis
of satisfactory evidence to be the person(* whose name(b) is/are subscribed to the
within instrument and acknowledged to me that he/she/they executed the same in
Giher/their authorized capacity(ift), and that by hi
her/their signatures on the
instrument the person, or the entity upon beha of which the person( acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
WI NESS1ny hand and official seal.
cwRMRINion No. 2236180
NOTARY PUYLIC•CALIFORMA
ORAMM COUNTY {
Sign re of Notary Public I RUFF »QMKaM» MARCM21,1922 jE
Leslie's Pool Supply
CITY OF PALM DESERT
AQUATICS CENTER CHEMICAL ACQUISITION BID FORM
Bids must be prepared on this City -provided bid form and submitted in a sealed envelope
plainly marked on the outside "SEALED BID FOR PALM DESERT AQUATIC CENTER
CHEMICAL ACQUISITION FY 19/20 — DO NOT OPEN WITH REGULAR MAIL." Bids
must be received in the office of the City of Palm Desert City Clerk no later than 10:00
a.m. on Tuesday. April 16. 2019, at which time they will be publicly opened and read
aloud.
ESTIMATED
QUANTITY UNIT TOTAL ANNUAL
BID ITEM COST
(Gallon or COST
(For bid Comparison)
Pound)
Total for Chlorine Acquisition 35,000 gal $1.35 $ 47,250.00
Total for Muriatic Acid Acquisition 4,000 gal
Total for Sodium Bicarbonate 17,000lb
Acquisition
Total for Calcium Chloride 2,000 lb
Total for Amino Acid Digester 300 gal
Total for DE per pallet (1800 1800lb
pounds)
TOTAL BID PRICE
TOTAL BID AMOUNT IN FIGURES $ 74,615.20
$2.45 $ 9,800.00
$0.399 $ 6,783.00
$ 0.379 $ 758.00
$ 31.38 $9,414.00
$ 0.339 $ 610.20
$ 74,615.20
TOTAL BID AMOUNT BID IN WORDS Seventy-four thousand, six hundred and
fifteen dollars and twenty cents
The undersigned declares that he/she has carefully examined the specifications; that
he/she is thoroughly familiar with the contents thereof, has examined the site and is
authorized to represent the bidding firm and propose services to City of Palm Desert. It
is understood that the price shown hereon includes all costs related to providing
chemicals to the facility per the specifications. The total cost for the chemical acquisition
is provided for bid comparison only. Payment for chemicals shall be made based on
actual unit priced purchases only. IN WITNESS WHEREOF CONTRACTOR executed
this Bid as of 04/15/2019 (date)
` Signature
Title: Chief Financial Officer
A notary public or other officer completing this certificate verifies only the Identity of the
individual who signed the document, to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
State of CaUfamfa At 1,Pa )
County of � G )
i
On 20 c before m
per+ nally appeared 11P /
who proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
AWIESS my ha d official seal.
gnature of Notary Public
TERESA L CLELANO
Noloy Pubk - kit"
MWWM camty
My Cann. Exrq kn 30, 20a
OFFICER'S CERTIFICATE
The undersigned, Brad Gazaway, being the SVP & General Counsel of Leslie's
Poolmart, Inc., a Delaware corporation (the "Corporation"), does hereby certify as follows:
2019.
1. I am duly appointed SVP & General Counsel of the Corporation on the date
hereof; and
II. Mr. Steve Weddell, the Corporation's EVP & Chief Financial Officer, is
authorized by the Corporation's Board of Directors to sign, execute, deliver and
submit agreements, bids (public and private), contracts and other items that bind
the corporation,
V4 WITNESS WHEREOF, the undersigned has executed this certificate as of March 7,
� A �
Brad Gazaway v
SVP & General Counsel
Hasa Industrial Chemical
CITY OF PALM DESERT
AQUATICS CENTER CHEMICAL ACQUISITION BID FORM
Bids must be prepared on this City -provided bid form and submitted in a sealed envelope
plainly marked on the outside "SEALED BID FOR PALM DESERT AQUATIC CENTER
CHEMICAL ACQUISITION FY 19/20 — DO NOT OPEN WITH REGULAR MAIL." Bids
must be received in the office of the City of Palm Desert City Clerk no later than 10:00
a.m. on Tuesdav, April 16, 2019, at which time they will be publicly opened and read
aloud.
BID ITEM
Hasa will obtain necessary bid bonds if awarded the business.
ESTIMATED
QUANTITY UNIT TOTAL ANNUAL
COST
Total for Chlorine Acquisition
(Gallon or
Pound)
35,000 gal
Total for Muriatic Acid Acquisition 4,000 gal
Total for Sodium Bicarbonate 17,000lb
Acquisition
Total for Calcium Chloride 2,000 lb
Total for Amino Acid Digester 300 gal
Total for DE per pallet (1800 1800lb
pounds)
TOTAL BID PRICE
TOTAL BID AMOUNT IN FIGURES $ 74.578.40
TOTAL BID AMOUNT BID IN WORDS
COST
(For bid Comparison)
Prices
include CPA
$
$ 54,950.00
1.57/gal
$
$ 10,000.00
2.50/gal
$
$8,228.00/pallet quantities
0.532Ab (ea.)
0.48411b (pallet
$0.394/lb (ea.);
$720.00/pallet quantities
0.36/lb (pallet
NO BID
$
$
$ 680.40/pallet quantities
0.44Ab (ea.)
0.378/1b (pallet I
Seventy-four thousand five hundred seventy eight and forty cents
$ 74, 578.40
The undersigned declares that he/she has carefully examined the specifications; that
he/she is thoroughly familiar with the contents thereof, has examined the site and is
authorized to represent the bidding firm and propose services to City of Palm Desert. It
is understood that the price shown hereon includes all costs related to providing
chemicals to the facility per the specifications. The total cost for the chemical acquisition
is provided for bid comparison only. Payment for chemicals shall be made based on
actual unit priced purchases only. IN WITNESS WHEREOF CONTRACTOR executed
this Bid as of April 12, 2019 (date)
By:
Signature
Title: Administrative Assistant
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document, to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
State of Washington )
County of C[)LOO Z j
On IQ I A Pr, I , 20 0 before me,
personally appeared
who proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the
instrument.
I certify under PENALTY OF PERJURY under the laws of the State of Washington that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature of Notary Public
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Contract No. C38560
CITY OF PALM DESERT
PROFESSIONAL SERVICES AGREEMENT
1. PARTIES AND DATE.
This Agreement is made and entered into this day of , 20, by and
between the City of Palm Desert, a municipal corporation organized under the laws of the State
of California with its principal place of business at 73-510 Fred Waring Drive, Palm Desert,
California 92260-2578, County of Riverside, State of California ("City") and Waterline
Technologies, Inc., a California Corporation, with its principal place of business at 620 North
Santiago Street, Santa Ana, CA 92701 ("Consultant"). City and Consultant are sometimes
individually referred to herein as "Party" and collectively as "Parties."
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of certain
professional services required by the City on the terms and conditions set forth in this Agreement.
Consultant represents that it is experienced in providing professional pool chemical delivery
consulting services to public clients, is licensed in the State of California, and is familiar with the
plans of City.
2.2 Project.
City desires to engage Consultant to render such professional services for Palm Desert
Aquatic Center Chemical Acquisition project ("Project") as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to furnish to
the City all labor, materials, tools, equipment, services, and incidental and customary work
necessary to fully and adequately supply the professional chemical acquisition consulting
services necessary for the Project ("Services"). The Services are more particularly described in
Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject
to, and performed in accordance with, this Agreement, the exhibits attached hereto and
incorporated herein by reference, and all applicable local, state and federal laws, rules and
regulations.
3.1.2 Term. The term of this Agreement shall be from July 1, 2019 to June 30,
2020, unless earlier terminated as provided herein. The City shall have the unilateral option, at
its sole discretion, to renew this Agreement automatically for no more than three additional one-
year terms. Consultant shall complete the Services within the term of this Agreement, and shall
meet any other established schedules and deadlines.
3.2 Responsibilities of Consultant.
3.2.1 Independent Contractor; Control and Pavment of Subordinates. The
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Contract No. C38560
Services shall be performed by Consultant or under its supervision. Consultant will determine the
means, methods and details of performing the Services subject to the requirements of this
Agreement. City retains Consultant on an independent contractor basis and not as an employee.
Consultant retains the right to perform similar or different services for others during the term of
this Agreement. Any additional personnel performing the Services under this Agreement on
behalf of Consultant shall also not be employees of City and shall at all times be under
Consultant's exclusive direction and control. Neither City, nor any of its officials, officers,
directors, employees or agents shall have control over the conduct of Consultant or any of
Consultant's officers, employees, or agents, except as set forth in this Agreement. Consultant
shall pay all wages, salaries, and other amounts due such personnel in connection with their
performance of Services under this Agreement and as required by law. Consultant shall be
responsible for all reports and obligations respecting such additional personnel, including, but not
limited to: social security taxes, income tax withholding, unemployment insurance, disability
insurance, and workers' compensation insurance.
3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously,
within the term of this Agreement, and in accordance with the Schedule of Services set forth in
Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it
has the professional and technical personnel required to perform the Services in conformance
with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall
respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall
provide a more detailed schedule of anticipated performance to meet the Schedule of Services.
3.2.3 Conformance to Applicable Requirements. All work prepared by
Consultant shall be subject to the approval of City.
3.2.4 Substitution of Key Personnel. Consultant has represented to City that
certain key personnel will perform and coordinate the Services under this Agreement. Should
one or more of such personnel become unavailable, Consultant may substitute other personnel
of at least equal competence upon written approval of City. In the event that City and Consultant
cannot agree as to the substitution of key personnel, City shall be entitled to terminate this
Agreement for cause. As discussed below, any personnel who fail or refuse to perform the
Services in a manner acceptable to the City, or who are determined by the City to be
uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a
threat to the safety of persons or property, shall be promptly removed from the Project by the
Consultant at the request of the City. The key personnel for performance of this Agreement are
as follows: Thomas Berry, General Manager.
3.2.5 Citv's Representative. The City hereby designates Johnny Terfehr,
Management Analyst, or his/her designee, to act as its representative in all matters pertaining to
the administration and performance of this Agreement ("City's Representative"). City's
Representative shall have the power to act on behalf of the City for review and approval of all
products submitted by Consultant but not the authority to enlarge the Scope of Work or change
the total compensation due to Consultant under this Agreement. The City Manager shall be
authorized to act on City's behalf and to execute all necessary documents which enlarge the
Scope of Work or change the Consultant's total compensation subject to the provisions contained
in Section 3.3 of this Agreement. Consultant shall not accept direction or orders from any person
other than the City Manager, City's Representative or his/her designee.
3.2.6 Consultant's Representative. Consultant hereby designates Thomas
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Contract No. C38560
Berry, General Manager, or his/her designee, to act as its representative for the performance of
this Agreement ("Consultant's Representative"). Consultant's Representative shall have full
authority to represent and act on behalf of the Consultant for all purposes under this Agreement.
The Consultant's Representative shall supervise and direct the Services, using his/her best skill
and attention, and shall be responsible for all means, methods, techniques, sequences, and
procedures and for the satisfactory coordination of all portions of the Services under this
Agreement.
3.2.7 Coordination of Services. Consultant agrees to work closely with City staff
in the performance of Services and shall be available to City's staff, consultants and other staff at
all reasonable times.
3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all
Services under this Agreement in a skillful and competent manner, consistent with the standards
generally recognized as being employed by professionals in the same discipline in the State of
California. Consultant represents and maintains that it is skilled in the professional calling
necessary to perform the Services. Consultant warrants that all employees and subconsultants
shall have sufficient skill and experience to perform the Services assigned to them. Finally,
Consultant represents that it, its employees and subconsultants have all licenses, permits,
qualifications and approvals of whatever nature that are legally required to perform the Services,
and that such licenses and approvals shall be maintained throughout the term of this Agreement.
As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at
its own cost and expense and without reimbursement from the City, any services necessary to
correct errors or omissions which are caused by the Consultant's failure to comply with the
standard of care provided for herein. Any employee of the Consultant or its sub -consultants who
is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely
completion of the Project, a threat to the safety of persons or property, or any employee who fails
or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed
from the Project by the Consultant and shall not be re-employed to perform any of the Services
or to work on the Project.
3.2.9 Period of Consultant shall perform and complete all Services under this
Agreement within the term set forth in Section 3.1.2 above ("Performance Time"). Consultant shall
also perform the Services in strict accordance with any completion schedule or Project milestones
described in Exhibits "A" or "B" attached hereto, or which may be separately agreed upon in writing
by the City and Consultant ("Performance Milestones"). Consultant agrees that if the Services
are not completed within the aforementioned Performance Time and/or pursuant to any such
Project Milestones developed pursuant to provisions of this Agreement, it is understood,
acknowledged and agreed that the City will suffer damage
3.2.10 Laws and Regulations; Emplovee/Labor Certification. Consultant shall
keep itself fully informed of and in compliance with all local, state and federal laws, rules and
regulations in any manner affecting the performance of the Project or the Services, including all
Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for
all violations of such laws and regulations in connection with Services. If Consultant performs
any work knowing it to be contrary to such laws, rules and regulations, Consultant shall be solely
responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its
officials, directors, officers, employees, agents, and volunteers free and harmless, pursuant to the
indemnification provisions of this Agreement, from any claim or liability arising out of any failure
or alleged failure to comply with such laws, rules or regulations.
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Contract No. C38560
3.2.10.1 Employment Eligibility; Consultant. By executing this
Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state
and federal law respecting the employment of undocumented aliens, including, but not limited to,
the Immigration Reform and Control Act of 1986, as may be amended from time to time. Such
requirements and restrictions include, but are not limited to, examination and retention of
documentation confirming the identity and immigration status of each employee of the Consultant.
Consultant also verifies that it has not committed a violation of any such law within the five (5)
years immediately preceding the date of execution of this Agreement, and shall not violate any
such law at any time during the term of the Agreement. Consultant shall avoid any violation of
any such law during the term of this Agreement by participating in an electronic verification of
work authorization program operated by the United States Department of Homeland Security, by
participating in an equivalent federal work authorization program operated by the United States
Department of Homeland Security to verify information of newly hired employees, or by some
other legally acceptable method. Consultant shall maintain records of each such verification, and
shall make them available to the City or its representatives for inspection and copy at any time
during normal business hours. The City shall not be responsible for any costs or expenses related
to Consultant's compliance with the requirements provided for in Section 3.2.10 or any of its sub-
sections.
3.2.10.2 Emplovment Eligibility: Subcontractors, Consultants, Sub -
subcontractors and Subconsultants. To the same extent and under the same conditions as
Consultant, Consultant shall require all of its subcontractors, consultants, sub -subcontractors and
subconsultants performing any work relating to the Project or this Agreement to make the same
verifications and comply with all requirements and restrictions provided for in Section 3.2.10.1.
3.2.10.3 Employment Eligibility; Failure to Comply. Each person
executing this Agreement on behalf of Consultant verifies that they are a duly authorized officer
of Consultant, and understands that any of the following shall be grounds for the City to terminate
the Agreement for cause: (1) failure of Consultant or its subcontractors, consultants, sub -
subcontractors or subconsultants to meet any of the requirements provided for in Sections
3.2.10.1 or 3.2.10.2; (2) any misrepresentation or material omission concerning compliance with
such requirements (including in those verifications provided to the Consultant under Section
3.2.10.2); or (3) failure to immediately remove from the Project any person found not to be in
compliance with such requirements.
3.2.10.4 Equal Opportunity Emplovment. Consultant represents that it is
an equal opportunity employer and it shall not discriminate against any subconsultant, employee
or applicant for employment because of race, religion, color, national origin, handicap, ancestry,
sex or age. Such non-discrimination shall include, but not be limited to, all activities related to
initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or
termination. Consultant shall also comply with all relevant provisions of City's Minority Business
Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in
effect or hereinafter enacted.
3.2.10.5 Air Qualitv. To the extent applicable, Consultant must fully
comply with all applicable laws, rules and regulations in furnishing or using equipment and/or
providing services, including, but not limited to, emissions limits and permitting requirements
imposed by the South Coast Air Quality Management District (SCAQMD) and/or California Air
Resources Board (CARE). Although the SCAQMD and CARB limits and requirements are more
broad, Consultant shall specifically be aware of their application to "portable equipment", which
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Contract No. C38560
definition is considered by SCAQMD and CARE to include any item of equipment with a fuel -
powered engine. Consultant shall indemnify City against any fines or penalties imposed by
SCAQMD, CARB, or any other governmental or regulatory agency for violations of applicable
laws, rules and/or regulations by Consultant, its sub -consultants, or others for whom Consultant
is responsible under its indemnity obligations provided for in this Agreement.
3.2.10.6 Safety. Consultant shall execute and maintain its work so as to
avoid injury or damage to any person or property. In carrying out its Services, the Consultant
shall at all times be in compliance with all applicable local, state and federal laws, rules and
regulations, and shall exercise all necessary precautions for the safety of employees appropriate
to the nature of the work and the conditions under which the work is to be performed. Safety
precautions, where applicable, shall include, but shall not be limited to: (A) adequate life
protection and lifesaving equipment and procedures; (B) instructions in accident prevention for all
employees and subconsultants, such as safe walkways, scaffolds, fall protection ladders, bridges,
gang planks, confined space procedures, trenching and shoring, equipment and other safety
devices, equipment and wearing apparel as are necessary or lawfully required to prevent
accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all
safety measures.
3.2.11 Insurance.
3.2.11.1 Minimum Requirements. Without limiting Consultant's
indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and
maintain at its own expense during the term of this Agreement, policies of insurance of the type
and amounts described below and in a form that is satisfactory to City.
(A) General Liabilitv Insurance. Consultant shall maintain
commercial general liability insurance with coverage at least as broad as Insurance Services
Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general
aggregate, for bodily injury, personal injury, and property damage. The policy must include
contractual liability that has not been amended. Any endorsement restricting standard ISO
"insured contract' language will not be accepted.
(B) Automobile Liabilitv Insurance. Consultant shall maintain
automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering
bodily injury and property damage for all activities of the Consultant arising out of or in connection
with Work to be performed under this Agreement, including coverage for any owned, hired, non -
owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each
accident. The City's Risk Manger may modify this requirement if it is determined that Consultant
will not be utilizing a vehicle in the performance of his/her duties under this agreement.
(C) Professional Liabilitv (Errors & Omissions) Insurance.
Consultant shall maintain professional liability insurance that covers the Services to be performed
in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the
aggregate. Any policy inception date, continuity date, or retroactive date must be before the
effective date of this agreement and Consultant agrees to maintain continuous coverage through
a period no less than three years after completion of the services required by this agreement.
(D) Workers' Compensation Insurance. Consultant shall
maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance
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Contract No. C38560
(with limits of at least $1,000,000). Consultant shall submit to City, along with the certificate of
insurance, a Waiver of Subrogation endorsement in favor of the City of Palm Desert, its officers,
agents, employees and volunteers.
(E) Umbrella or Excess Liabilitv Insurance. Consultant may opt
to utilize umbrella or excess liability insurance in meeting insurance requirements. In such
circumstances, Consultant shall obtain and maintain an umbrella or excess liability insurance
policy with limits that will provide bodily injury, personal injury and property damage liability
coverage at least as broad as the primary coverages set forth above, including commercial
general liability and employer's liability. Such policy or policies shall include the following terms
and conditions:
(1) A drop down feature requiring the policy to respond if
any primary insurance that would otherwise have
applied proves to be uncollectible in whole or in part for
any reason;
(2) Pay on behalf of wording as opposed to reimbursement;
(3) Concurrency of effective dates with primary policies;
and
(4) Policies shall "follow form" to the underlying primary
policies.
(5) Insureds under primary policies shall also be insureds
under the umbrella or excess policies.
If coverage is maintained on a claims -made basis, Consultant shall maintain such
coverage for an additional period of three (3) years following termination of the Contract.
3.2.11.2 Other Provisions or Requirements.
(A) Proof of Insurance. Consultant shall provide certificates of
insurance to City as evidence of the insurance coverage required herein, along with a waiver of
subrogation endorsement for workers' compensation. Insurance certificates and endorsements
must be approved by City's Risk Manager prior to commencement of performance. Current
certification of insurance shall be kept on file with City at all times during the term of this contract.
City reserves the right to require complete, certified copies of all required insurance policies, at
any time.
(B) Duration of Coverage. Consultant shall procure and
maintain for the duration of the contract insurance against claims for injuries to persons or
damages to property, which may arise from or in connection with the performance of the Work
hereunder by Consultant, his/her agents, representatives, employees or subconsultants.
(C) Primarv/Non-Contributing,. Coverage provided by
Consultant shall be primary and any insurance or self-insurance procured or maintained by City
shall not be required to contribute with it. The limits of insurance required herein may be satisfied
by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance
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shall contain or be endorsed to contain a provision that such coverage shall also apply on a
primary and non-contributory basis for the benefit of City before the City's own insurance or self-
insurance shall be called upon to protect it as a named insured.
(D) Citv's Rights of Enforcement. In the event any policy of
insurance required under this Agreement does not comply with these specifications, or is
canceled and not replaced, City has the right, but not the duty, to obtain the insurance it deems
necessary and any premium paid by City will be promptly reimbursed by Consultant, or City will
withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City
may cancel this Agreement.
(E) Acceptable Insurers. All insurance policies shall be issued
by an insurance company currently authorized by the Insurance Commissioner to transact
business of insurance or is on the List of Approved Surplus Line Insurers in the State of California,
with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or
larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise
approved by the City's Risk Manager.
(F) Waiver of Subroaation. All insurance coverage maintained
or procured pursuant to this agreement shall be endorsed to waive subrogation against the City
of Palm Desert, its elected or appointed officers, agents, officials, employees and volunteers, or
shall specifically allow Consultant or others providing insurance evidence in compliance with
these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its
own right of recovery against the City of Palm Desert, its elected or appointed officers, agents,
officials, employees and volunteers, and shall require similar written express waivers and
insurance clauses from each of its sub -contractors.
(G) Enforcement of Contract Provisions (non estoppel).
Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to
inform Consultant of non-compliance with any requirement imposes no additional obligations on
the City nor does it waive any rights hereunder.
(H) Requirements Not Limiting. Requirements of specific
coverage features or limits contained in this Section are not intended as a limitation on coverage,
limits or other requirements, or a waiver of any coverage normally provided by any insurance.
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 all inclusive, or to the exclusion of
other coverage, or a waiver of any type. If the Consultant maintains higher limits than the
minimums shown above, the City requires and shall be entitled to coverage for the higher limits
maintained by the Consultant. Any available insurance proceeds in excess of the specified
minimum limits of insurance and coverage shall be available to the City.
(1) Notice of Cancellation. Consultant agrees to oblige its
insurance agent or broker and insurers to provide to City with a thirty (30) day notice of
cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of
coverage for each required coverage.
(J) Additional Insured Status. General liability, automobile
liability, and if applicable, pollution liability and cyber liability, policies shall provide or be endorsed
to provide that the City of Palm Desert and its officers, officials, employees, agents, and volunteers
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shall be additional insureds with regard to liability and defense of suits or claims arising out of the
performance of the Agreement, under such policies. This provision shall also apply to any
excess/umbrella liability policies.
(K) Prohibition of Undisclosed Coverage Limitations. None of
the coverages required herein will be in compliance with these requirements if they include any
limiting endorsement of any kind that has not been first submitted to City and approved of in
writing.
(L) Separation of Insureds. A severability of interests provision
must apply for all additional insureds ensuring that Consultant's insurance shall apply separately
to each insured against whom claim is made or suit is brought, except with respect to the insurer's
limits of liability. The policy(ies) shall not contain any cross -liability exclusions.
(M) Pass Throuqh Clause. Consultant agrees to ensure that its
sub -consultants, sub -contractors, and any other party involved with the project who is brought
onto or involved in the project by Consultant, provide the same minimum insurance coverage and
endorsements 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
consultants, sub -contractors, and others engaged in the project will be submitted to City for
review.
(N) Citv's Riqht to Revise Specifications. The City or Risk
Manager reserves the right at any time during the term of the contract to change the amounts and
types of insurance required by giving the Consultant ninety (90) days advance written notice of
such change. If such change results in substantial additional cost to the Consultant, the City and
Consultant may renegotiate Consultant's compensation. If the City reduces the insurance
requirements, the change shall go into effect immediately and require no advanced written notice.
(0) Self -Insured Retentions. Any self -insured retentions must
be declared to and approved by City. City reserves the right to require that self -insured retentions
be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to
comply with these specifications unless approved by City.
(P) Timely Notice of Claims. Consultant shall give City prompt
and timely notice of claims made or suits instituted that arise out of or result from Consultant's
performance under this Agreement, and that involve or may involve coverage under any of the
required liability policies.
(Q) Additional Insurance. Consultant shall also procure and
maintain, at its own cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of the Services.
[A1
3.2.12 Water Qualitv Management and Compliance.
3.2.12.1 Storm Water Management. Storm, surface, nuisance, or other
waters may be encountered at various times during the Services. Consultant hereby
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acknowledges that it has investigated the risk arising from such waters, and assumes any and all
risks and liabilities arising therefrom.
3.2.12.2 Compliance with Water Qualitv Laws, Ordinances and
Regulations. Consultant shall keep itself and all subcontractors, staff, and employees fully
informed of and in compliance with all local, state and federal laws, rules and regulations that may
impact, or be implicated by the performance of the Services including, without limitation, all
applicable provisions of the City's ordinances regulating water quality and storm water; the
Federal Water Pollution Control Act (33 U.S.C. § 1251, et seq.); the California Porter -Cologne
Water Quality Control Act (Water Code § 13000 et seq.); and any and all regulations, policies, or
permits issued pursuant to any such authority. Consultant must additionally comply with the lawful
requirements of the City, and any other municipality, drainage district, or other local agency with
jurisdiction over the location where the Services are to be conducted, regulating water quality and
storm water discharges.
3.2.12.3 Standard of Care. Consultant warrants that all employees and
subcontractors shall have sufficient skill and experience to perform the work assigned to them
without impacting water quality in violation of the laws, regulations and policies described in
Section 3.2.12.2 of this Agreement. Consultant further warrants that it, its employees and
subcontractors have or will receive adequate training, as determined by the City, regarding these
requirements as they may relate to the Services.
3.2.12.4 Liabilitv for Non-compliance.
(A) Indemnity: Failure to comply with laws, regulations, and
ordinances listed in Section 3.2.14.2 of this Agreement is a violation of federal and state law.
Notwithstanding any other indemnity contained in this Agreement, Consultant agrees to indemnify
and hold harmless the City, its officials, officers, agents, employees and authorized volunteers
from and against any and all claims, demands, losses or liabilities of any kind or nature which the
City, its officials, officers, agents, employees and authorized volunteers may sustain or incur for
noncompliance with the laws, regulations, and ordinances listed above, arising out of or in
connection with the Services, except for liability resulting from the sole established negligence,
willful misconduct or active negligence of the City, its officials, officers, agents, employees or
authorized volunteers.
(B) Defense: City reserves the right to defend any enforcement
action or civil action brought against the City for Consultant's failure to comply with any applicable
water quality law, regulation, or policy. Consultant hereby agrees to be bound by, and to
reimburse the City for the costs associated with, any settlement reached between the City and
the relevant enforcement entity.
(C) Damages: City may seek damages from Consultant for
delay in completing the Services caused by Consultant's failure to comply with the laws,
regulations and policies described in Section 3.2.12.2 of this Agreement, or any other relevant
water quality law, regulation, or policy.
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including
authorized reimbursements, for all Services rendered under this Agreement at the rates set forth
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in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall
not exceed seventy three thousand four hundred eighty eight and 00/100 ($73.488.00) without
written approval of the City Council or City Manager as applicable. Extra Work may be authorized,
as described below, and if authorized, will be compensated at the rates and manner set forth in
this Agreement.
3.3.2 Pavment of Compensation. Consultant shall submit to City a monthly
invoice which indicates work completed and hours of Services rendered by Consultant. The
invoice shall describe the amount of Services provided since the initial commencement date, or
since the start of the subsequent billing periods, as appropriate, through the date of the invoice.
City shall, within 30 days of receiving such invoice, review the invoice and pay all non -disputed
and approved charges thereon. If the City disputes any of Consultant's fees, the City shall give
written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set
forth therein. Consultant shall submit its final invoice to City within thirty (30) days from the last
date of provided Services or termination in accordance with section 3.6.1 and failure by the
Consultant to submit a timely invoice may constitute a waiver of its right to final payment.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any
expenses unless authorized in writing by City, or included in Exhibit "C" of this Agreement.
3.3.4 Extra Work. At any time during the term of this Agreement, City may
request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which
is determined by City to be necessary for the proper completion of the Project, but which the
Parties did not reasonably anticipate would be necessary at the execution of this Agreement.
Consultant shall not perform, nor be compensated for, Extra Work without written authorization
from the City.
3.3.5 Rate Increases. In the event that this Agreement is renewed pursuant to
Section 3.1.2, the rate set forth in Exhibit "C" may be adjusted each year at the time of renewal
as set forth in Exhibit "C."
3.4 Labor Code Requirements.
3.4.1 Prevailing Wages. Consultant is aware of the requirements of California
Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations,
Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing
wage rates and the performance of other requirements on "public works" and "maintenance"
projects. If the Services are being performed as part of an applicable "public works" or
"maintenance" project, as defined by the Prevailing Wage Laws, Consultant agrees to fully comply
with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates
of per diem wages in effect at the commencement of this Agreement. Consultant shall make
copies of the prevailing rates of per diem wages for each craft, classification or type of worker
needed to execute the Services available to interested parties upon request, and shall post copies
at the Consultant's principal place of business and at the project site. It is the intent of the parties
to effectuate the requirements of sections 1771, 1774, 1775, 1776, 1777.5, 1813, and 1815 of the
Labor Code within this Agreement, and Consultant shall therefore comply with such Labor Code
sections to the fullest extent required by law. Consultant shall defend, indemnify and hold the
City, its officials, officers, employees, agents, and volunteers free and harmless from any claim
or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
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3.4.2 Registration/DIR Compliance. If the Services are being performed on a
public works project of over $25,000 when the project is for construction, alteration, demolition,
installation, or repair work, or a public works project of over $15,000 when the project is for
maintenance work, in addition to the foregoing, then pursuant to Labor Code sections 1725.5 and
1771.1, the Consultant and all subconsultants must be registered with the Department of
Industrial Relations ("DIR"). Consultant shall maintain registration for the duration of the project
and require the same of any subconsultants. This project may also be subject to compliance
monitoring and enforcement by the DIR. It shall be Consultant's sole responsibility to comply with
all applicable registration and labor compliance requirements, including the submission of payroll
records directly to the DIR. Any stop orders issued by the Department of Industrial Relations
against Consultant or any subconsultant that affect Consultant's performance of services,
including any delay, shall be Consultant's sole responsibility. Any delay arising out of or resulting
from such stop orders shall be considered Consultant caused delay and shall not be compensable
by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees
and agents free and harmless from any claim or liability arising out of stop orders issued by the
Department of Industrial Relations against Consultant or any subconsultant.
3.4.3 Labor Certification. By its signature hereunder, Consultant certifies that it
is aware of the provisions of Section 3700 of the California Labor Code which require every
employer to be insured against liability for Worker's Compensation or to undertake self-insurance
in accordance with the provisions of that Code, and agrees to comply with such provisions before
commencing the performance of the Services.
3.5 Accounting Records.
3.5.1 Maintenance and Inspection. Consultant shall maintain complete and
accurate records with respect to all costs and expenses incurred under this Agreement. All such
records shall be clearly identifiable. Consultant shall allow a representative of City during normal
business hours to examine, audit, and make transcripts or copies of such records and any other
documents created pursuant to this Agreement. Consultant shall allow inspection of all work,,data,
documents, proceedings, and activities related to the Agreement for a period of three (3) years
from the date of final payment under this Agreement.
3.6 General Provisions.
3.6.1 Termination of Agreement.
3.6.1.1 Grounds for Termination. City may, by written notice to
Consultant, terminate the whole or any part of this Agreement at any time and without cause by
giving written notice to Consultant of such termination, and specifying the effective date thereof,
at least seven (7) days before the effective date of such termination. Upon termination, Consultant
shall be compensated only for those Services which have been adequately rendered to City, and
Consultant shall be entitled to no further compensation. Consultant may not terminate this
Agreement except for cause.
3.6.1.2 Effect of Termination. If this Agreement is terminated as
provided herein, City may require Consultant to provide all finished or unfinished Documents and
Data and other information of any kind prepared by Consultant in connection with the performance
of Services under this Agreement. Consultant shall be required to provide such document and
other information within fifteen (15) days of the request.
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3.6.1.3 Additional Services. In the event this Agreement is terminated
in whole or in part as provided herein, City may procure, upon such terms and in such manner as
it may determine appropriate, services similar to those terminated.
3.6.2 Delivery of Notices. All notices permitted or required under this Agreement
shall be given to the respective parties at the following address, or at such other address as the
respective parties may provide in writing for this purpose:
Consultant: Waterline Technologies, Inc.
620 North Santiago Street
Santa Ana, CA 92701
ATTN: Tom Berry, General Manager
City: City of Palm Desert
73-510 Fred Waring Drive
Palm Desert, CA 92260
ATTN: Johnny Terfehr, Management Anlayst
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48)
hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its
applicable address. Actual notice shall be deemed adequate notice on the date actual notice
occurred, regardless of the method of service.
3.6.3 Ownership of Materials and Confidentialitv.
3.6.3.1 Documents & Data; Licensinq of Intellectual Propertv. This
Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or
sublicense any and all copyrights, designs, and other intellectual property embodied in plans,
specifications, studies, drawings, estimates, and other documents or works of authorship fixed in
any tangible medium of expression, including but not limited to, physical drawings or data
magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be
prepared by Consultant under this Agreement ("Documents & Data"). All Documents & Data shall
be and remain the property of City, and shall not be used in whole or in substantial part by
Consultant on other projects without the City's express written permission. Within thirty (30) days
following the completion, suspension, abandonment or termination of this Agreement, Consultant
shall provide to City reproducible copies of all Documents & Data, in a form and amount required
by City. City reserves the right to select the method of document reproduction and to establish
where the reproduction will be accomplished. The reproduction expense shall be borne by City
at the actual cost of duplication. In the event of a dispute regarding the amount of compensation
to which the Consultant is entitled under the termination provisions of this Agreement, Consultant
shall provide all Documents & Data to City upon payment of the undisputed amount. Consultant
shall have no right to retain or fail to provide to City any such documents pending resolution of
the dispute. In addition, Consultant shall retain copies of all Documents & Data on file for a
minimum of fifteen (15) years following completion of the Project, and shall make copies available
to City upon the payment of actual reasonable duplication costs. Before destroying the
Documents & Data following this retention period, Consultant shall make a reasonable effort to
notify City and provide City with the opportunity to obtain the documents.
3.6.3.2 Subconsultants. Consultant shall require all subconsultants to
agree in writing that City is granted a non-exclusive and perpetual license for any Documents &
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Data the subconsultant prepares under this Agreement. Consultant represents and warrants that
Consultant has the legal right to license any and all Documents & Data. Consultant makes no
such representation and warranty in regard to Documents & Data which were prepared by design
professionals other than Consultant or its subconsultants, or those provided to Consultant by the
City.
3.6.3.3 Riqht to Use. City shall not be limited in any way in its use or
reuse of the Documents and Data or any part of them at any time for purposes of this Project or
another project, provided that any such use not within the purposes intended by this Agreement
or on a project other than this Project without employing the services of Consultant shall be at
City's sole risk. If City uses or reuses the Documents & Data on any project other than this Project,
it shall remove the Consultant's seal from the Documents & Data and indemnify and hold harmless
Consultant and its officers, directors, agents and employees from claims arising out of the
negligent use or re -use of the Documents & Data on such other project. Consultant shall be
responsible and liable for its Documents & Data, pursuant to the terms of this Agreement, only
with respect to the condition of the Documents & Data at the time they are provided to the City
upon completion, suspension, abandonment or termination. Consultant shall not be responsible
or liable for any revisions to the Documents & Data made by any party other than Consultant, a
party for whom the Consultant is legally responsible or liable, or anyone approved by the
Consultant.
3.6.3.4 Indemnification — Proprietary Information. Consultant shall
defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and
agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any
alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other
proprietary right of any person or entity in consequence of the use on the Project by City of the
Documents & Data, including any method, process, product, or concept specified or depicted.
3.6.3.5 Confidentialitv. All ideas, memoranda, specifications, plans,
procedures, drawings, descriptions, computer program data, input record data, written
information, and other Documents & Data either created by or provided to Consultant in
connection with the performance of this Agreement shall be held confidential by Consultant. Such
materials shall not, without the prior written consent of City, be used by Consultant for any
purposes other than the performance of the Services. Nor shall such materials be disclosed to
any person or entity not connected with the performance of the Services or the Project. Nothing
furnished to Consultant which is otherwise known to Consultant or is generally known, or has
become known, to the related industry shall be deemed confidential. Consultant shall not use
City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or
the Project in any magazine, trade paper, newspaper, television or radio production or other
similar medium without the prior written consent of City.
3.6.3.6 Confidential Information. The City shall refrain from releasing
Consultant's proprietary information ("Proprietary Information") unless the City's legal counsel
determines that the release of the Proprietary Information is required by the California Public
Records Act or other applicable state or federal law, or order of a court of competent jurisdiction,
in which case the City shall notify Consultant of its intention to release Proprietary Information.
Consultant shall have five (5) working days after receipt of the Release Notice to give City written
notice of Consultant's objection to the City's release of Proprietary Information. Consultant shall
indemnify, defend and hold harmless the City, and its officers, directors, employees, and agents
from and against all liability, loss, cost or expense (including attorney's fees) arising out of a legal
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action brought to compel the release of Proprietary Information. City shall not release the
Proprietary Information after receipt of the Objection Notice unless either: (1) Consultant fails to
fully indemnify, defend (with City's choice of legal counsel), and hold City harmless from any legal
action brought to compel such release; and/or (2) a final and non -appealable order by a court of
competent jurisdiction requires that City release such information.
3.6.4 Cooperation: Further Acts. The Parties shall fully cooperate with one
another, and shall take any additional acts or sign any additional documents as may be necessary,
appropriate or convenient to attain the purposes of this Agreement.
3.6.5 f Reservedl
3.6.6 Indemnification.
3.6.6.1 To the fullest extent permitted by law, Consultant shall defend
(with counsel of City's choosing), indemnify and hold the City, its officials, officers, employees,
volunteers, and agents free and harmless from any and all claims, demands, causes of action,
costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or
persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any
acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees,
subconsultants or agents in connection with the performance of the Consultant's Services, the
Project or this Agreement, including without limitation the payment of all damages, expert witness
fees and attorney's fees and other related costs and expenses. Consultant's obligation to
indemnify shall survive expiration or termination of this Agreement and shall not be restricted to
insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees,
agents, or volunteers.
3.6.6.2 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 claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful
misconduct of the Consultant, 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.
3.6.7 Entire Agreement. This Agreement contains the entire Agreement of the
parties with respect to the subject matter hereof, and supersedes all prior negotiations,
understandings or agreements. This Agreement may only be modified by a writing signed by both
parties.
3.6.8 Governing Law: Government Code Claim Compliance. This Agreement
shall be governed by the laws of the State of California. Venue shall be in Riverside County. In
addition to any and all contract requirements pertaining to notices of and requests for
compensation or payment for extra work, disputed work, claims and/or changed conditions,
Consultant must comply with the claim procedures set forth in Government Code sections 900 et
seg. prior to filing any lawsuit against the City. Such Government Code claims and any
subsequent lawsuit based upon the Government Code claims shall be limited to those matters
that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or
changed conditions have been followed by Consultant. If no such Government Code claim is
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submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified
herein, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City.
3.6.9 Time of Essence. Time is of the essence for each and every provision of
this Agreement.
3.6.10 Citv's Right to Emplov Other Consultants. City reserves right to employ
other consultants in connection with this Project.
3.6.11 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the parties.
3.6.12 Assignment or Transfer. Consultant shall not assign, hypothecate, or
transfer, either directly or by operation of law, this Agreement or any interest herein without the
prior written consent of the City. Any attempt to do so shall be null and void, and any assignees,
hypothecates or transferees shall acquire no right or interest by reason of such attempted
assignment, hypothecation or transfer.
3.6.13 Construction; References; Captions. Since the Parties or their agents have
participated fully in the preparation of this Agreement, the language of this Agreement shall be
construed simply, according to its fair meaning, and not strictly for or against any Party. Any term
referencing time, days or period for performance shall be deemed calendar days and not work
days. All references to Consultant include all personnel, employees, agents, and subconsultants
of Consultant, except as otherwise specified in this Agreement. All references to City include its
elected officials, officers, employees, agents, and volunteers except as otherwise specified in this
Agreement. The captions of the various articles and paragraphs are for convenience and ease
of reference only, and do not define, limit, augment, or describe the scope, content, or intent of
this Agreement.
3.6.14 Amendment; Modification. No supplement, modification, or amendment of
this Agreement shall be binding unless executed in writing and signed by both Parties.
3.6.15 Waiver. No waiver of any default shall constitute a waiver of any other
default or breach, whether of the same or other covenant or condition. No waiver, benefit,
privilege, or service voluntarily given or performed by a Party shall give the other Party any
contractual rights by custom, estoppel, or otherwise.
3.6.16 No Third-Partv Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.6.17 Invaliditv; Severabilitv. If any portion of this Agreement is declared invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions
shall continue in full force and effect.
3.6.18 Prohibited Interests. Consultant maintains and warrants that it has not
employed nor retained any company or person, other than a bona fide employee working solely
for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not
paid nor has it agreed to pay any company or person, other than a bona fide employee working
solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration
contingent upon or resulting from the award or making of this Agreement. For breach or violation
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of this warranty, City shall have the right to rescind this Agreement without liability. For the term
of this Agreement, no member, officer or employee of City, during the term of his or her service
with City, shall have any direct interest in this Agreement, or obtain any present or anticipated
material benefit arising therefrom.
3.6.19 Authoritv to Enter Agreement. Consultant has all requisite power and
authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party
warrants that the individuals who have signed this Agreement have the legal power, right, and
authority to make this Agreement and bind each respective Party.
3.6.20 Counterparts. This Agreement may be signed in counterparts, each of
which shall constitute an original.
3.7 Subcontracting.
3.7.1 Prior Approval Required. Consultant shall not subcontract any portion of
the work required by this Agreement, except as expressly stated herein, without prior written
approval of City. Subcontracts, if any, shall contain a provision making them subject to all
provisions stipulated in this Agreement.
[SIGNATURES ON NEXT PAGE]
(BB&K 2018)
72500.00001\31605678.1 Rev 11-9-18 -16-
Contract No. C38560
SIGNATURE PAGE TO
PROFESSIONAL SERVICES AGREEMENT BY AND
BETWEEN THE CITY OF PALM DESERT AND Waterline
Technologies, Inc.
CITY OF PALM DESERT Waterline Technologies, Inc.
M
SUSAN MARIE WEBER
Mayor
ATTEST:
City Clerk
APPROVED AS TO FORM:
Best Best & Krieger LLP
City Attorney
[IF CORPORATION, TWO SIGNATURES,
PRESIDENT OR VICE PRESIDENT AND
SECRETARY OR TREASURER REQUIRED]
By:
Its:
Printed Name:
By:
Its:
Printed Name:
(BB&K 2018)
72500.00001\31605678.1 Rev 11-9-18 -17-
CUIILLW1 L IJv. C,:10 Q
Notary Acknowledgment
A notary public or other officer completing this certificate verifies only the identity of the individual who
signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity
of that document.
STATE OF CALIFORNIA
COUNTY OF
On
20, before
personally appeared
evidence to be the person(s) whose name(s)
me that he/she/they executed the same in
signature(s) on the instrument the person(s),
the instrument.
me, , Notary Public,
who proved to me on the basis of satisfactory
is/are subscribed to the within instrument and acknowledged to
his/her/their authorized capacity(ies), and that by his/her/their
or the entity upon behalf of which the person(s) acted, executed
I certify under PENALTY OF PERJURY under the laws of
the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
Signature of Notary Public
OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the
document and could prevent fraudulent removal and reattachment of this form to another document.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
i Individual
j Corporate Officer
Title(s)
Partner(s)
Limited
General
Attorney -In -Fact
Trustee(s)
i Guardian/Conservator
i Other:
Signer is representing:
Name Of Person(s) Or Entity(ies)
(BB&K 2018)
72500.00001 \31605678.1 Rev 11-9-18 -18-
Title or Type of Document
Number of Pages
Date of Document
Signer(s) Other Than Named Above
Contract No. C38560
EXHIBIT "A"
SCOPE OF SERVICES
Palm Desert Aquatic Center Chemical Acquisition Specifications, Insurance
Requirements, Bond Requirements, and Bid Form are attached and made a part herein.
(BB&K 2018) Exhibit "A"-1
72500.00001\31605678.1 Rev 11-9-18
Contract No. C38560
EXHIBIT "B"
SCHEDULE OF SERVICES
Palm Desert Aquatic Center Chemical Acquisition Specifications, Insurance
Requirements, Bond Requirements, and Bid Form are attached and made a part herein.
(BB&K 2018) Exhibit "B"-1
72500.00001\31605678.1 Rev 11-9-18
EXHIBIT "C"
COMPENSATION
Palm Desert Aquatic Center Chemical Acquisition Specifications, Insurance
Requirements, Bond Requirements, and Completed Bid Form notarized by Waterline
Technologies, Inc. are attached and made a part herein.
In the event that this Agreement is renewed pursuant to Section 3.1.2, the rates set forth above
may be increased or reduced each year at the time of renewal, but any increase shall not exceed
the Consumer Price Index, All Urban Consumers, Los Angeles -Riverside -Orange Counties.]
(BB&K 2018) Exhibit "C"-1
72500.00001\31605678.1 Rev 11-9-18
Contract No. C38560
PERFORMANCE BOND
KNOW ALL MEN BY THESE PRESENTS: That whereas the City of Palm Desert has
awarded to
, hereinafter designated as "Principal," a contract for:
CITY OF PALM DESERT
AQUATIC CENTER CHEMICAL ACQUISITION
CONTRACT NO. C38560
WHEREAS, said Principal is required under the terms of said contract to furnish a good
and sufficient bond for the performance of said contract:
NOW THEREFORE, WE, Waterline Technologies, Inc.., the Principal, and
as Surety, are held and firmly bound unto the City of Palm
Desert, hereinafter called City, in the penal sum of
Dollars ($ ), being 100% of the
contract amount in lawful money of the United States of America for the payment of which sum
well and truly to be made, we hereby bind ourselves, our heirs, executors, administrators, and
successors, jointly and severally, firmly by these presents.
THE CONDITION OF THIS OBLIGATION IS SUCH that if the above bounded Principal,
his executors, heirs, administrators, and successors, or assigns, shall in all things stand to and
abide by, and well and truly keep and perform the covenants and agreements in the said contract
and any alterations thereof made as therein provided, on his or their part, to be kept and
performed at the time and in the manner therein specified, and in all respects according to their
true intent and meaning, and shall indemnify and save harmless the City, its officers and agents,
as therein stipulated, then this obligation shall become null and void; otherwise, it shall be and
remain in full force and virtue.
And said Surety, for value received, hereby stipulates and agrees that no change,
extension of time, alteration or addition to terms of the contract or to the work to be performed
thereunder or the specifications accompanying the same shall in any wise affect its obligations
on this bond, and it does hereby waive notice of any such change, extension of time, alterations
or additions to the terms of the contract or to the work or the specifications.
Should it become necessary for City to institute a lawsuit or any other legal proceeding to
enforce the terms and conditions of this bond, then all costs of said proceeding, including
attorneys' fees, shall be awarded to the prevailing party.
(BB&K 2017) Exhibit "D"-2
72500.00001\31605678.1
Contract No. C38560
IN WITNESS WHEREOF, identical counterparts of this instrument, each of which shall for
all purposes be deemed an original thereof, have been duly executed by the Principal and Surety
above named, on this day of , 2019.
Waterline Technologies, Inc.
SURETY PRINCIPAL
BY: BY:
INSURANCE COMPANY and/or AGENT
ADDRESS
TELEPHONE NUMBER
(BB&K 2017) Exhibit "D"-3
72500.00001\31605678.1
Contract No. C38560
PAYMENT BOND
KNOW ALL MEN BY THESE PRESENTS:
THAT WHEREAS, City of Palm Desert (sometimes referred to hereinafter as "Obligee") has
awarded to (hereinafter designated as "Contractor"),
an agreement dated and described as follows: CITY OF
PALM DESERT AQUATIC CENTER CHEMICAL ACQUISITION, CONTRACT NO. C38560,
(hereinafter referred to as the "Contract"); and
WHEREAS, said Contractor is required to furnish a bond in connection with said Contract,
and pursuant to Section 3247 of the California Civil Code;
NOW, THEREFORE, we, Waterline Technologies, Inc, the undersigned Contractor, as
Principal, and a corporation organized and existing
under the laws of the State of , and duly authorized to
transact business under the laws of the State of California, as Surety, are held and firmly
bound unto City of Palm Desert and to any and all persons, companies or corporations
entitled to file stop notices under Section 3181 of the California Civil Code, in the sum of
Dollars ($ ), said sum being
not less than one hundred percent (100%) of the total amount payable by said Obligee under
the terms of said Contract, for which payment well and truly to be made, we bind ourselves,
our heirs, executors and administrators, successors and assigns, jointly and severally, firmly
by these presents.
THE CONDITION OF THIS OBLIGATION IS SUCH, that, if said Contractor, his or its heirs,
executors, administrators, successors or assigns, or subContractors, shall fail to pay for any
materials, provisions or other supplies, implements, machinery or power used in, upon, for or
about the performance of the Public Work contracted to be done, or to pay any person for
any work or labor of any kind, or for bestowing skills or other necessary services thereon, or
for amounts due under the Unemployment Insurance Code with respect to such work or labor,
or for any amounts required to be deducted, withheld, and paid over to the Employment
Development Department from the wages of employees of said Contractor and his or its
subContractors pursuant to Section 13020 of the Unemployment Insurance Code with
respect to such work and labor as required by the provisions of Section 3247 through 3252
of the Civil Code, or for any amounts required to be deducted, withheld, and paid over to the
Franchise Tax Board or Internal Revenue Service from the wages of employees of Contractor
or his or its SubContractors, the Surety or Sureties hereon will pay for the same in an amount
not exceeding the sum specified in this bond, otherwise the above obligation shall be void.
In addition to the provisions herein above, it is agreed that this bond will inure to the benefit
of any and all persons, companies and corporations entitled to serve stop notices under
Section 3181 of the Civil Code, so as to give a right of action to them or their assigns in any
suit brought upon this bond.
The Surety, for value received, hereby stipulates and agrees that no change, extension of
time, alteration or addition to the terms of said Contract or to the work to be performed
(BB&K 2017) Exhibit "D"-4
72500.00001 \31605678.1
Contract No. C38560
thereunder or the Specifications accompanying the same shall in any way affect its
obligations on this bond, and it does hereby waive notice of any such change, extension of
time, alteration or addition to the terms of the Contract or to the Specifications.
No final settlement between Obligee and Contractor hereunder shall abridge the right of any
beneficiary hereunder, whose claim may be unsatisfied.
Contractor and Surety agree that if Obligee is required to engage the services of an attorney
in connection with the enforcement of the bond, each shall pay Obligee's reasonable
attorney's fees incurred, with or without suit, in addition to the above sum.
IN WITNESS WHEREOF, we have hereunto set our hands and seals this
day of , 2018.
PRINCIPAUContractor:
Waterline Technologies, Inc.
(Typed Name of Contractor)
By:
(Signature)
(Typed Name and Title)
The rate of premium on this bond is $
The total amount of premium charged: $
(the above must be filled in by corporate surety).
6-9�:14
(Typed Name of Surety)
(Signature of Attorney -in -Fact)
(Typed Name of Attorney -in -Fact)
per thousand.
IMPORTANT: Surety companies executing bonds must possess a certificate of authority
from the California Insurance Commissioner authorizing them to write surety insurance
defined in Section 105 of the California Insurance Code, and if the work or project is financed,
in whole or in part, with federal, grant or loan funds, it must also appear on the Treasury
Department's most current list (Circular 570 as amended).
THIS IS A REQUIRED FORM.
Any claims under this bond may be addressed to:
(Name, address and telephone no. of Surety)
(Name, address and telephone no. of agent or representative for service of process in
California, if different from above)
(BB&K 2017)
Exhibit "D"-5
72500.00001 \31605678.1
CITY OF PALM DESERT
NOTICE INVITING SEALED BIDS
TO SUPPLY AND DELIVERY OF CHLORINE, MURIATIC ACID,
AND OTHER CHEMICALS REQUIRED FOR
OPERATION OF THE PALM DESERT AQUATIC CENTER
FISCAL YEAR 2019-20
PUBLIC NOTICE IS HEREBY GIVEN that the City of Palm Desert will receive sealed bids
for the supply and delivery of chlorine, muriatic acid, and other required chemicals (as
described in the bid specifications) for the operation of the Palm Desert Aquatic Center
(PDAC) during Fiscal Year 2019-20. The City reserves the right to renew the contract by
mutual agreement for up to three (3) additional years.
The bid will be awarded for a 12-month period (July 1, 2019, through June 30, 2020) to
the Vendor(s) supplying the lowest bid rate for the total annual estimated chemical
acquisition requirements of PDAC. The bid amount must include all costs for delivery,
mark-up, taxes (excluding sales tax), and other fees for the duration of the contract. Any
invoices submitted for chemicals that include costs in addition to the amounts shown on
the vendors bid form, plus sales tax, will be rejected.
Bids must be prepared on the City -provided bid form, signed, notarized, and submitted in
a sealed envelope plainly marked on the outside "SEALED BID FOR PALM DESERT
AQUATIC CENTER CHEMICAL ACQUISITION FY 19/20 — DO NOT OPEN WITH
REGULAR MAIL." Bids must be received in the office of the City of Palm Desert City
Clerk no later than 10:00 a.m. on Tuesday. April 16. 2019, at which time they will be
publicly opened and read aloud.
It is the responsibility of the bidder to see that any bids sent through the mail have
sufficient time to be in the hands of the City Clerk prior to bid opening time. The receiving
time at City Hall will be the governing factor on acceptability of bids. Telegraphic or
telephone bids will not be accepted. Upon notification of award, the bidder shall obtain a
City of Palm Desert Business License, and insurance naming the City of Palm Desert as
additionally insured, and other requirements as indicated on the bid form and
specifications.
This Bid constitutes an irrevocable offer for 60 calendar days after the bid opening date,
unless withdrawn in person by vendor or some person authorized in writing by vendor
before the time specified in the Notice Inviting Bids for the public opening of bids. The
City reserves the right to reject any or all bids, to waive any irregularities, to accept any
bid or portion thereof, and to take all bids under advisement for a period of thirty (30)
days.
By submitting a bid, bidder agrees that in carrying out its responsibilities under the
Contract/ Agreement, and in particular with regard to the employment of persons and
subcontractors working on the project, it will not discriminate on the basis of race, color,
creed, national origin, religion, sex, age, or disability. In the event any of the work
performed by consultant hereunder is subcontracted to another person or firm (if
authorized), the subcontract shall contain a similar provision.
Palm Desert is committed to inclusion and diversity and welcomes proposals and bids
from contractors, consultants, and vendors of all faiths, creeds, ancestries, and ethnicities
without regard to disability, gender identity, sexual orientation, or immigration status. The
City condemns and will not tolerate prejudice, racism, bigotry, hatred, bullying, or violence
towards any group within or outside of our community.
To receive the bid form, specifications, and the insurance requirements, please contact
Johnny Terfehr, Management Analyst, at (760) 776-6446 or via email at
jterfehr@cityofpalmdesert.org.
BY ORDER OF the City Council of the City of Palm Desert.
Dated this 2nd day of April 2019.
RACHELLE D. KLASS , CITY CLERK
CITY OF PALM DESERT, CALIFORNIA
73-510 Fred Waring Drive
Palm Desert, California 92260
Palm Desert Aquatic Center Chemical Acquisition Specifications, Insurance
Requirements, Bond Reauirements, and Bid Form
Contractor must furnish all labor, materials, and shipping/delivery needed to provide for
PDAC chemical acquisition needs for the 12-month period of July 1, 2019 through June 30,
2020. The City reserves the right to renew the contract for up to three (3) additional years.
1. Liquid chlorine delivered to site as needed (varies depending on time of year from
once a week to every other day). PDAC uses approximately 35,000 gallons of
chlorine in a typical year. Delivery will be to a 1000 gallon tank.
2. Muriatic acid delivered to site as needed (varies depending on time of year from
once a week to once every other week) PDAC uses approximately 4,000 gallons of
muriatic acid in a typical year. Delivery will be to an 800 gallon tank.
3. Sodium bicarbonate delivered to site as needed. PDAC uses approximately 17,000
pounds of sodium bicarbonate in a typical year.
4. Calcium chloride delivered to site as needed. PDAC uses approximately 2,000
pounds of sodium calcium chloride in a typical year.
5. Amino acid digester delivered to site as needed. PDAC uses approximately 300
gallons of amino acid digester in a typical year.
6. Diatomaceous earth delivered to site as needed. PDAC orders approximately 1800
pounds of DE (pallet load) at a time but uses less than that amount in a typical year.
The following requirements shall be met by the chemical supplier:
Chlorine:
1. All liquid chlorine must be delivered at a minimum strength of 12.5% by weight,
and must be filtered to remove contaminants. A minimum standard of filtration will
achieve the following:
a. Maximum particulate size of 0.2 microns
b. Less than 0.5 ppm iron
c. Less than 0.05 ppm nickel
d. Less than 0.05 ppm copper
2. Chlorine delivered is to be randomly tested to insure adherence to these
standards.
Hydrochloric (Muriatic) Acid:
1. All Hydrochloric (muriatic) acid must be delivered at 20 baume (31.45%)
Charges not indicated in the quote will not be allowed over and above the prices quoted,
unless approved in writing and in advance by the City. Please use bid form attached to
submit your quote.
Palm Desert is committed to inclusion and diversity and welcomes proposals and bids from
contractors, consultants, and vendors of all faiths, creeds, ancestries, and ethnicities
without regard to disability, gender identity, sexual orientation, or immigration status. The
City condemns and will not tolerate prejudice, racism, bigotry, hatred, bullying, or violence
towards any group within or outside of our community. By submitting a proposal, proposer
agrees that in carrying out its responsibilities under the Contract/ Agreement, and in
particular, with regard to the employment of persons and subcontractors working on the
project, it will not discriminate on the basis of race, color, creed, national origin, religion,
sex, gender identity, sexual orientation, age, or disability. In the event any of the work
performed by consultant hereunder is subcontracted to another person or firm (if
authorized), the subcontract shall contain a similar provision.
Without limiting Contractor's indemnification of City, and prior to commencement of
Work, Contractor shall obtain, provide and maintain at its own expense during the
term of this Agreement, policies of insurance of the type and amounts described
below and in a form that is satisfactory to City.
General Liability Insurance. Contractor shall maintain commercial general
liability insurance with coverage at least as broad as Insurance Services Office
form CG 00 01, in an amount not less than $2,000,000 per occurrence, $4,000,000
general aggregate, for bodily injury, personal injury, and property damage. The
policy must include contractual liability that has not been amended. Any
endorsement restricting standard ISO "insured contract" language will not be
accepted.
Automobile Liability Insurance. Contractor shall maintain automobile insurance
at least as broad as Insurance Services Office form CA 00 01 covering bodily
injury and property damage for all activities of the Contractor arising out of or in
connection with Work to be performed under this Agreement, including coverage
for any owned, hired, non -owned or rented vehicles, in an amount not less than
$1,000,000 combined single limit for each accident.
Umbrella or Excess Liability Insurance.
Contractor may opt to utilize umbrella or excess liability insurance in meeting
insurance requirements. In such circumstances, Contractor may obtain and
maintain an umbrella or excess liability insurance policy with limits that will provide
bodily injury, personal injury and property damage liability coverage at least as
broad as the primary coverages set forth above, including commercial general
liability and employer's liability. Such policy or policies shall include the following
terms and conditions:
• A drop down feature requiring the policy to respond if any primary
insurance that would otherwise have applied proves to be uncollectible in whole or
in part for any reason;
• Pay on behalf of wording as opposed to reimbursement;
• Concurrency of effective dates with primary policies; and
• Policies shall "follow form" to the underlying primary policies.
• Insureds under primary policies shall also be insureds under the umbrella
or excess policies.
Workers' Compensation Insurance. Contractor shall maintain Workers'
Compensation Insurance (Statutory Limits) and Employer's Liability Insurance
(with limits of at least
$1,000,000). Contractor shall submit to City, along with the certificate of insurance,
a Waiver of Subrogation endorsement in favor of the City of Palm Desert, its
officers, agents, employees and volunteers.
Environmental Impairment Liability Insurance. Environmental Impairment
Liability Insurance shall be written on a Contractor's Pollution Liability form or other
form acceptable to the City providing coverage for liability arising out of sudden,
accidental and gradual pollution and remediation. The policy limit shall be no less
than $1,000,000 dollars per claim and in the aggregate. All activities contemplated
in this agreement shall be specifically scheduled on the policy as "covered
operations." The policy shall provide coverage for the hauling of waste from the
project site to the final disposal location, including non -owned disposal sites.
Products/completed operations coverage shall extend a minimum of three years
after project completion. Coverage shall be included on behalf of the insured for
covered claims arising out of the actions of independent contractors. If the
insured is using subcontractors, the Policy must include work performed "by or on
behalf of the insured. Policy shall contain no language that would invalidate or
remove the insurer's duty to defend or indemnify for claims or suits expressly
excluded from coverage. Policy shall specifically provide for a duty to defend on
the part of the insurer.
The City of Palm Desert, its officers, officials, employees, agents, and volunteers
shall be included as insureds under the policy.
OTHER PROVISIONS OR REQUIREMENTS
Proof of Insurance. Contractor shall provide certificates of insurance to City as
evidence of the insurance coverage required herein, along with a waiver of
subrogation endorsement for workers' compensation. Insurance certificates and
endorsements must be approved by City's Risk Manager prior to commencement
of performance. Current certification of insurance shall be kept on file with City at
all times during the term of this contract. City reserves the right to require
complete, certified copies of all required insurance policies, at any time.
Duration of Coverage. Contractor shall procure and maintain for the duration of
the contract insurance against claims for injuries to persons or damages to
property, which may arise from or in connection with the performance of the Work
hereunder by Contractor, his/her agents, representatives, employees or
subconsultants.
Primary/Non-Contributing. Coverage provided by Contractor shall be primary
and any insurance or self-insurance procured or maintained by City shall not be
required to contribute with it. The limits of insurance required herein may be
satisfied by a combination of primary and umbrella or excess insurance. Any
umbrella or excess insurance shall contain or be endorsed to contain a provision
that such coverage shall also apply on a primary and non-contributory basis for
the benefit of City before the City's own insurance or self-insurance shall be called
upon to protect it as a named insured.
City's Rights of Enforcement. In the event any policy of insurance required under
this Agreement does not comply with these specifications, or is canceled and not
replaced, City has the right, but not the duty, to obtain the insurance it deems
necessary and any premium paid by City will be promptly reimbursed by
Contractor, or City will withhold amounts sufficient to pay premium from Contractor
payments. In the alternative, City may cancel this Agreement.
Acceptable Insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact business
of insurance or is on the List of Approved Surplus Line Insurers in the State of
California, with an assigned policyholders' Rating of A- (or higher) and Financial
Size Category Class VII (or larger) in accordance with the latest edition of Best's
Key Rating Guide, unless otherwise approved by the City's Risk Manager.
Waiver of Subrogation. All insurance coverage maintained or procured pursuant
to this agreement shall be endorsed to waive subrogation against the City of Palm
Desert, its elected or appointed officers, agents, officials, employees and
volunteers, or shall specifically allow Contractor or others providing insurance
evidence in compliance with these specifications to waive their right of recovery
prior to a loss. Contractor hereby waives its own right of recovery against the City
of Palm Desert, its elected or appointed officers, agents, officials, employees and
volunteers and shall require similar written express waivers and insurance clauses
from each of its subcontractors.
Enforcement of Contract Provisions (non estoppel). Contractor acknowledges
and agrees that any actual or alleged failure on the part of the City to inform
Contractor of non-compliance with any requirement imposes no additional
obligations on the City nor does it waive any rights hereunder.
Requirements Not Limiting. Requirements of specific coverage features or limits
contained in this Section are not intended as a limitation on coverage, limits or
other requirements, or a waiver of any coverage normally provided by any
insurance. 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 all inclusive, or to the exclusion of other coverage, or a waiver of any
type. If the Contractor maintains higher limits than the minimums shown above,
the City requires and shall be entitled to coverage for the higher limits maintained
by the Contractor. Any available insurance proceeds in excess of the specified
minimum limits of insurance and coverage shall be available to the City.
Notice of Cancellation. Contractor agrees to oblige its insurance agent or broker
and insurers to provide to City with a thirty (30) day notice of cancellation (except
for nonpayment for which a ten (10) day notice is required) or nonrenewal of
coverage for each required coverage.
Additional Insured Status. General Liability, Auto Liability, and Environmental
Impairment Liability Insurance Policies shall provide or be endorsed to provide that
the City of Palm Desert and its officers, officials, employees, agents, and
volunteers shall be additional insureds under such policies. This provision shall
also apply to any excess/umbrella liability policies.
Prohibition of Undisclosed Coverage Limitations. None of the coverages
required herein will be in compliance with these requirements if they include any
limiting endorsement of any kind that has not been first submitted to City and
approved of in writing.
Separation of Insureds. A severability of interests provision must apply for all
additional insureds ensuring that Contractor's insurance shall apply separately to
each insured against whom claim is made or suit is brought, except with respect to
the insurer's limits of liability. The policy(ies) shall not contain any cross -liability
exclusions.
Pass Through Clause. Contractor agrees to ensure that its sub -consultants,
subcontractors, and any other party involved with the project who is brought onto
or involved in the project by Contractor, provide the same minimum insurance
coverage and endorsements required of Contractor. Contractor 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. Contractor
agrees that upon request, all agreements with consultants, subcontractors, and
others engaged in the project will be submitted to City for review.
City's Right to Revise Specifications. The City reserves the right at any time
during the term of the contract to change the amounts and types of insurance
required by giving the Contractor ninety (90) days advance written notice of such
change. If such change results in substantial additional cost to the Contractor, the
City and Contractor may renegotiate Contractor's compensation.
Self -Insured Retentions. Any self -insured retentions must be declared to and
approved by City. City reserves the right to require that self -insured retentions be
eliminated, lowered, or replaced by a deductible. Self-insurance will not be
considered to comply with these specifications unless approved by City.
Timely Notice of Claims. Contractor shall give City prompt and timely notice of
claims made or suits instituted that arise out of or result from Contractor's
performance under this Agreement, and that involve or may involve coverage
under any of the required liability policies.
Additional Insurance. Contractor shall also procure and maintain, at its own cost
and expense, any additional kinds of insurance, which in its own judgment may be
necessary for its proper protection and prosecution of the Work.
Safety. Contractor shall execute and maintain its work so as to avoid injury or
damage to any person or property. In carrying out its Services, the Contractor shall
at all times be in compliance with all applicable local, state and federal laws, rules
and regulations, and shall exercise all necessary precautions for the safety of
employees appropriate to the nature of the work and the conditions under which
the work is to be performed. Safety precautions, where applicable, shall include,
but shall not be limited to: (A) adequate life protection and lifesaving equipment
and procedures; (B) instructions in accident prevention for all employees and
subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges,
gang planks, confined space procedures, trenching and shoring, equipment and
other safety devices, equipment and wearing apparel as are necessary or lawfully
required to prevent accidents or injuries; and (C) adequate facilities for the proper
inspection and maintenance of all safety measures.
BONDS REQUIRED:
CONTRACTOR shall execute and submit a bid bond in the amount of ten (10%) percent
of the contract amount. In addition to the bid bond, CITY requires a performance bond
in the amount of one hundred (100%) percent of the contract amount. All bonds must be
on City's forms (available on request).
Bonds required under these specifications and Civil Code sections 3247 and 3248 shall
be provided by an admitted insurance company in the State of California and shall, in
addition to the bond form, provide all information as follows:
(1) The original, or a certified copy, of the unrevoked appointment, power of
attorney, bylaws, or other instrument entitling or authorizing the person who
executed the bond to do so, within ten (10) calendar days of the insurer's receipt
of a request to submit the instrument.
(2) A certificate from the clerk of the county in which the court or officer is located
that the certificate of authority of the insurer has not been surrendered, revoked,
canceled, annulled, or suspended or, in the event that it has, that renewed
authority has been granted, within ten (10) calendar days of the insurer's receipt
of a request to submit the statements.
Citv Contact Information:
Johnny Terfehr, Management Analyst
73-510 Fred Waring Drive
Palm Desert, California 92260
Tel: (760) 776-6446
Fax: (760) 776-6417
Email: iterfehre.citvofoalmdesert. orq
(bid and notary forms follow)
CITY OF PALM DESERT
AQUATICS CENTER CHEMICAL ACQUISITION BID FORM
Bids must be prepared on this City -provided bid form and submitted in a sealed
envelope plainly marked on the outside "SEALED BID FOR PALM DESERT AQUATIC
CENTER CHEMICAL ACQUISITION FY 19/20 — DO NOT OPEN WITH REGULAR
MAIL." Bids must be received in the office of the City of Palm Desert City Clerk no later
than 10:00 a.m. on Tuesday, April 16, 2019, at which time they will be publicly opened
and read aloud.
BID ITEM
Total for Chlorine Acquisition
Total for Muriatic
Acquisition
ESTIMATED
QUANTITY
(Gallon or
Pound)
35,000 gal
Acid 4,000 gal
Total for Sodium Bicarbonate 17,000lb
Acquisition
Total for Calcium Chloride 2,000 lb
Total for Amino Acid Digester 300 gal
Total for DE per pallet (1800 1800lb
pounds)
TOTAL BID PRICE
TOTAL BID AMOUNT IN FIGURES $
TOTAL BID AMOUNT BID IN WORDS
UNIT TOTAL ANNUAL
COST
COST
(For bid Comparison)
E
The undersigned declares that he/she has carefully examined the specifications; that
he/she is thoroughly familiar with the contents thereof, has examined the site and is
authorized to represent the bidding firm and propose services to City of Palm Desert. It
is understood that the price shown hereon includes all costs related to providing
chemicals to the facility per the specifications. The total cost for the chemical
acquisition is provided for bid comparison only. Payment for chemicals shall be made
based on actual unit priced purchases only. IN WITNESS WHEREOF CONTRACTOR
executed this Bid as of (date)
By:
Signature
Title:
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document, to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
State of California )
County of )
On , 20 before me,
personally appeared
who proved to me on the basis
of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the
instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature of Notary Public