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A8868 - Community Works Design Group
A�!��'® CERTIFICATE OF LIABILITY INSURANCE FDATE(MM,°D/YYYY) 6'118/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Risk Strategies Company CONTACT NAME: Risk Strategies Company 2040 Main Street, Suite 450 Irvine, CA 92614 PHONE Ex: 949 242 FAX 9240 No: E-MAIL ADDRESS: $oun risk-Strate ies.com INSURERS AFFORDING COVERAGE NAIC # www.risk-strategies.com CA DOI License No. OF06675 INSURERA: Travelers Property Casualty Co of America 25674 INSURED 649 B 4649 Brockton Ave. INSURER B : Travelers Indemnity Company of CT 25682 INSURER C : Arch Insurance Company 11150 INSURER D : Riverside CA 92506 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: Fg,;RagnR RFVIS!ON NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR I TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF MM/DD/YYY POLICY EXP MMIDD/YYY LIMITS A �/ COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR ✓ ✓ 6802H141407 9/1/2020 9/1/2021 EACH OCCURRENCE $ $2 OOO 000 DAMAGE TO RENTED PREMISES Ea occurrence $ $1 000,000 MED EXP (Any one person) $ $1 O 000 PERSONAL & ADV INJURY $ $2 000,000 AGGREGATE LIMIT APPLIES PER: POLICY ✓❑ JECT LOC GENERAL AGGREGATE $$4,000,000 GEN'L PRODUCTS - COMP/OP AGG $ $4 000 OOO $ OTHER: B AUTOMOBILE LIABILITY ✓ BA8J900865 9/1/2020 9/1/2021 (CEOMaBINdeDISINGLE LIMIT $$1 OOO OOO ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident ( ) $ ✓ HIRED NON -OWNED AUTOS ONLY ✓ AUTOS ONLY PROPERTY DAMAGE Per accident $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS -MADE AGGREGATE $ DIED RETENTION$ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICERIMEMBER EXCLUDED? N/A ✓ UB4J51726A 9/1/2020 9/1/2021 PER OTH- ✓ STATUTE ER E.L. EACH ACCIDENT $ $1 OOO 000 E.L. DISEASE - EA EMPLOYEE $ (Mandatory in NH) If yes, describe under E.L. DISEASE - POLICY LIMIT $ 1 OOO O00 DESCRIPTION OF OPERATIONS below C Professional Liability PAAEP0030603 9/1/2020 9/1/2021 Per Claim: $1,000,000 Aggregate: $2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Projects as on file with the insured including but not limited to On -Call Landscape Architectural Services Agreement. City of Palm Springs, and its officers, council members, officials, employees, agents, and volunteers are named as additional insureds and primary/non-contributory clause applies to the general and auto liability policy and a waiver of subrogation applies to the work comp policy -see attached endorsements. The above policies contain a 30-day notice provision for non -renewal and cancellation, 10-day notice for non-payment of premium. CERTIFICATE HOLDER CANCFI I ATIONI City of Palm S rin S Y P g SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn: Vonda Teed, Engineering Division 3200 E. Tahquitz Canyon Way Palm Springs CA 92262 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE i^ Michael Christian ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 62384906 1 20-21 GL-HNOA-WC-PL I Sherry Young 1 6/18/2021 8:49:11 AM .PDT1 I Page 1 of 6 Insured: CWDG, LLC Policy No.:6802H141407 Effective Date:9/1/2020 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that you agree in a "written contract requiring insurance" to include as an additional insured on this Coverage Part, but: a. Only with respect to liability for "bodily injury", "property damage" or "personal injury"; and b. If, and only to the extent that, the injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the "written contract requiring insurance" applies, or in connection with premises owned by or rented to you. The person or organization does not qualify as an additional insured: c. With respect to the independent acts or omissions of such person or organization; or d. For "bodily injury", "property damage" or "personal injury" for which such person or organization has assumed liability in a contract or agreement. The insurance provided to such additional insured is limited as follows: e. This insurance does not apply on any basis to any person or organization for which coverage as an additional insured specifically is added by another endorsement to this Coverage Part. f. This insurance does not apply to the rendering of or failure to render any "professional services". g. In the event that the Limits of Insurance of the Coverage Part shown in the Declarations exceed the limits of liability required by the "written contract requiring insurance", the insurance provided to the additional insured shall be limited to the limits of liability required by that "written contract requiring insurance". This endorsement does not increase the limits of insurance described in Section III — Limits Of Insurance. h. This insurance does not apply to "bodily injury" or "property damage" caused by "your work" and included in the "products - completed operations hazard" unless the "written contract requiring insurance" specifically requires you to provide such coverage for that additional insured, and then the insurance provided to the additional insured applies only to such "bodily injury" or "property damage" that occurs before the end of the period of time for which the "written contract requiring insurance" requires you to provide such coverage or the end of the policy period, whichever is earlier. 2. The following is added to Paragraph 4.a. of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: The insurance provided to the additional insured is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the additional insured for a loss we cover. However, if you specifically agree in the "written contract requiring insurance" that this insurance provided to the additional insured under this Coverage Part must apply on a primary basis or a primary and non-contributory basis, this insurance is primary to other insurance available to the additional insured which covers that person or organizations as a named insured for such loss, and we will not share with the other insurance, provided that: (1 ) The "bodily injury" or "property damage" for which coverage is sought occurs; and (2) The "personal injury" for which coverage is sought arises out of an offense committed; after you have signed that "written contract requiring insurance". But this insurance provided to the additional insured still is excess over valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the additional insured when that person or organization is an additional insured under any other insurance. CG D3 8109 15 Q 2015 The Travelers Indemnity Company. All rights reserved. Includes the copyrighted material of Insurance Services Office, Inc., with its permission 62384906 1 20-21 GL-HNOA-WC-PL i Sherry Young 1 6/18/2021 8:49:11 AM (PDT) I Page 2 of 6 Page 1 of 2 COMMERCIAL GENERAL LIABILITY 3. The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: We waive any right of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage" or "personal injury" arising out of "your work" performed by you, or on your behalf, done under a "written contract requiring insurance" with that person or organization. We waive this right only where you have agreed to do so as part of the "written contract requiring insurance" with such person or organization signed by you before, and in effect when, the "bodily injury" or "property damage" occurs, orthe "personal injury' offense is committed. 4. The following definition is added to the DEFINITIONS Section: "Written contract requiring insurance" means that part of any written contract under which you are required to include a person or organization as an additional insured on this Coverage Part, provided that the "bodily injury" and "property damage" occurs and the "personal injury" is caused by an offense committed: a. After you have signed that written contract; b. While that part of the written contract is in effect; and c. Before the end of the policy period. Page 2 of 2 0 2015 The Travelers Indemnity Company. All rights reserved. Includes the copyrighted material or Insurance Services Office, Inc., with its permission 62384906 1 20-21 GL-HNOA-WC-PL I Sherry Young 1 6/18/2021 8:49:11 AM (PDT) I Page 3 of 6 CG D3 81 09 15 POLICY NO.: BA8J900865 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM The following is added to Paragraph c. in A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE in the BUSINESS AUTO COVERAGE FORM and Paragraph e. in A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE in the MOTOR CARRIER COVERAGE FORM, whichever Coverage Form is part of your policy: This includes any person or organization who you are required under a written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to name as an additional insured for Covered Autos Liability Coverage, but only for damages to which this insurance applies and only to the extent of that person's or organization's liability for the conduct of another "insured". CA T4 37 02 16 u 2016 The Traveiers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. 62384906 1 20-21 GL-HNOA-WC-PL I Sherry Young 1 6/18/2021 8:49:11 AM (PDT) i Page 4 of 6 Page 1 of 1 COMMERCIAL AUTO POLICY NUMBER: BA8,1900865 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE - PRIMARY AND NON-CONTRIBUTORY WITH OTHERINSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM SCHEDULE OF ADDITIONAL INSURED PERSONS OR ORGANIZATIONS City of Palm Springs, and its officers, council members, officials, employees, agents, and volunteers PROVISIONS 1. The following is added to Paragraph c. in A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: This includes any person or organization designated in the Schedule Of Additional Insured Persons Or Organizations who you are required under a written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to name as an additional insured for Covered Autos Liability Coverage, but only for damages to which this insurance applies and only to the extent of that designated person's or organization's liability for the conduct of another "insured". 2. The following is added to Paragraph 5., Other Insurance, in B., General Conditions, of SECTION IV — BUSINESS AUTO CONDITIONS: Regardless of the provisions of paragraph a. and paragraph d. of this part 5. Other Insurance, this insurance is primary to and non-contributory with applicable other insurance under which the person or organization designated in the Schedule Of Additional Insured Persons Or Organizations is the first named insured when the written contract or agreement between you and that designated person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, requires this insurance to be primary and non-contributory. CA T4 42 02 16 u 2016 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. 62384906 1 20-21 GL-HNOA-WC-PL i Sherry Young 1 6/18/2021 8:49:11 AM (PDT) i Page 5 of 6 Page 1 of 1 19 TRAVELERS Insured: CWDG, LLC Policy No.: U134J51726A Effective Date: 9/1/2020 WORKERS COMPENSATION AND EMPLOYERS LIABILITY ENDORSEMENT WC 99 03 76 (00) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT — CALIFORNIA (BLANKET WAIVER) We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 5.000% of the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization ANY PERSON OR ORGANIZATION WITH WHOM YOU AGREE IN WRITING TO WAIVE YOUR RIGHT TO RECOVER AGAINST THEM. YOU MUST AGREE TO THIS WAIVER PRIOR TO THE DATE OF LOSS Job Description: Projects as on file with the insured. Authorized Representative 62384906 1 20-21 GL-HNOA-WC-PL I Sherry Young 1 6/18/2021 8:49:11 AM (POT) I Page 6 of 6 CITY OF PALM SPRINGS PROFESSIONAL SERVICES AGREEMENT ON -CALL LANDSCAPE ARCHITECTURAL SERVICES THIS PROFESSIONAL SERVICES AGREEMENT (hereinafter "Agreement") is made and entered into, to be effective this 1 st day of July, 2021,by and between the CITY OF PALM SPRINGS, a California charter city and municipal corporation, (hereinafter referred to as "City") and COMMUNITY WORKS DESIGN GROUP, (hereinafter referred to as "Consultant"). City and Consultant are sometimes hereinafter individually referred to as "Party" and are hereinafter collectively referred to as the "Parties." RECITALS A. City has determined that there is a need for As -Needed, "On -Call" Landscape Architectural Services for a variety of future capital improvement projects, (hereinafter the "Project"). B. Consultant has submitted to City a proposal to provide As -Needed, "On -Call" Landscape Architectural Services for a variety of future capital improvement projects to City pursuant to the terms of this Agreement. C. Consultant is qualified by virtue of its experience, training, education, reputation, and expertise to provide these services and has agreed to provide such services as provided herein. D. City desires to retain Consultant to provide such professional services. NOW, THEREFORE, in consideration of the promises and mutual obligations, covenants, and conditions contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1.0 SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant agrees to perform the professional services set forth in the Scope of Services described in Exhibit "A," which is attached hereto and is incorporated herein by reference (hereinafter referred to as the "Services" or "Work"). The Services shall be more particularly described in the individual Task Order issued by the City. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that this Agreement requires specialized skills and abilities and is consistent with this understanding, Consultant is a provider of first class work and professional services and that Consultant is experienced in performing the Work contemplated herein and, in light of such status and experience, Consultant covenants that it shall perform the Work in a competent, professional, and satisfactory manner consistent with the level of care and skill ordinarily exercised by high quality, experienced, and well qualified members of the profession currently practicing under similar conditions. 1.2 Contract Documents. The Agreement between the Parties shall consist of the following: (1) this Agreement; (2) the Scope of Services; (3) the City's Request for Proposals; (4) the Consultant's signed, original proposal submitted to the City ("Consultant's Proposal"); and (5) the Task Order (as defined herein) (collectively referred to as the "Contract Documents"). The City's Request for Proposals and the Consultant's Proposal, which are both attached as Exhibits "B" and "C", respectively, are Page 1 of 19 Rev. 5/1/20 55575.18165\32900159.2 incorporated by reference and are made a part of this Agreement. The Scope of Services shall include the Consultant's Proposal. All provisions of the Scope of Services, Task Order, and the City's Request for Proposals and the Consultant's Proposal shall be binding on the Parties. Should any conflict or inconsistency exist in the Contract Documents, the conflict or inconsistency shall be resolved by applying the provisions in the highest priority document, which shall be determined in the following order of priority: (I') the terms of this Agreement; (2"d) the provisions of the Task Order; (3`d) Scope of Services (Exhibit "A"), as may be amended from time to time; (4th) the provisions of the City's Request for Proposal (Exhibit "B"); and (5th) the provisions of the Consultant's Proposal (Exhibit "C"). 1.3 Compliance with Law. Consultant warrants that all Services rendered hereunder shall be performed in accordance with all applicable federal, state, and local laws, statutes, and ordinances and all lawful orders, rules, and regulations promulgated thereunder, including without limitation all applicable Cal/OSHA requirements. Consultant shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. 1.4 Licenses, Permits, Fees and Assessments. Consultant represents and warrants to City that it has obtained all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession and perform the Work required by this Agreement. Consultant represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, qualification, or approval that is legally required for Consultant to perform the Work under this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant's performance of the Work required by this Agreement, and shall indemnify, defend, and hold harmless City against any such fees, assessments, taxes penalties, or interest levied, assessed, or imposed against City hereunder. 1.5 Familiarity with Work. By executing this Agreement, Consultant warrants that Consultant (a) has thoroughly investigated and considered the Scope of Services to be performed, (b) has carefully considered how the Services should be performed, and (c) fully understands the facilities, difficulties, and restrictions attending performance of the Services under this Agreement. If the Services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of any Services hereunder. Should the Consultant discover any latent or unknown conditions that will materially affect the performance of the Services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the City. 1.6 Care of Work. Consultant shall adopt reasonable methods during the term of the Agreement to furnish continuous protection to the Work and the equipment, materials, papers, documents, plans, studies, and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the Work by the City, except such losses or damages as may be caused by City's own negligence. 1.7 Further Responsibilities of Parties. Both Parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both Parties agree to act in good faith to execute all instruments, prepare all documents, and take all actions as may be reasonably necessary to cant' out the purposes of this Agreement. Page 2 of 19 Rev. 511120 55575. l 8165\32900159.2 1.8 Performance of Services. City Manager, Director of Development Services, or City Engineer as provided in Section 2.1 of this Agreement, shall have the right at any time during the tern of this Agreement to order the performance of services as generally described in the Scope of Services to perform extra or additional work beyond that specified in the Scope of Services or make changes by altering, adding to, or deducting from such Work. No Work may be undertaken unless a written order is first given by the City Manager, Director of Development Services, or City Engineer to the Consultant, incorporating therein the identification and description of the Work to be performed, a maximum or not to exceed amount for such Work, and the time to perform the Work. 1.9 Unauthorized Aliens. Consultant hereby represents and warrants that it will comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of any Work under this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to reimburse City for any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, or penalties which arise out of or are related to such employment, together with any and all costs, including attorneys' fees, incurred by City. 2.0 COMPENSATION 2.1 Maximum Contract Amount. City and Consultant hereby acknowledge and agree that the Services required by this Agreement will vary dependent upon the number, type, and extent of the Services the Consultant shall provide; and no guarantee of the extent or the type of Services required of Consultant under the terms of this Agreement is made by the City. The annual level of services required by this Agreement is unknown and may significantly increase or decrease from year to year. In acknowledgement of the fact that the number and type of projects requiring the Consultant's Services has not been identified for this Agreement, City and Consultant hereby acknowledge and agree that a specific "Maximum Contract Amount" shall be imposed on each separate project that the City may assign Consultant as provided in Section 1.8 and in this Section 2.1. Each such separate project shall be identified as a Task Order authorized by the Director of Development Services, City Engineer or the City Manager as provided in this Section 2.1. The method of compensation for each separate City authorized Task Order may include: (i) a lump sum payment upon completion, (ii) payment for time and materials based upon the Consultant's Schedule of Hourly Billing Rates as shown on Exhibit "D", or (iii) such other methods as may 'be specified in the Schedule of Compensation. Compensation shall include reimbursement for actual and necessary expenditures for reproduction costs, telephone expense, transportation expense, and all other necessary expenditures required to perform the professional services under this Agreement. Compensation shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City; Consultant shall not be entitled to any additional compensation for attending said meetings. Consultant hereby acknowledges that it accepts the risk that the Services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates, and that Consultant shall not be entitled to additional compensation, therefore. It is expressly agreed that the maximum contract amount of this Agreement is undefined and is subject to the number and type of projects requiring the Consultant's Services throughout the duration of the term Page 3 of 19 Rev. 5/1/20 55575. l 8165\32900 l 59.2 of this Agreement, if any. Consultant's compensation shall be limited to the Maximum Contract Amount identified on each separate, individually authorized Task Order corresponding to a project requiring the services of the Consultant. By approval of this Agreement, the City Council hereby authorizes the subsequent approval of individual Task Orders (Purchase Orders) in those amounts sufficient to cover the cost of required Services necessary for the projects. 2.2 Method of Payment. Unless some other method of payment is specified in the Schedule of Compensation (Exhibit "D"), in any month in which Consultant wishes to receive payment, no later than the tenth (10) working day of such month, Consultant shall submit to the City, in a form approved by the City's Finance Director, an invoice for Services rendered prior to the date of the invoice. Such requests shall be based upon the amount and value of the Services performed by Consultant and accompanied by such reporting data including an itemized breakdown of all costs incurred and tasks performed during the period covered by the invoice, as may be required by the City. City shall use reasonable efforts to make payments to Consultant within forty-five (45) days after receipt of the invoice or a soon thereafter as is reasonably practical. There shall be a maximum of one payment per month. 2.3 Changes in Scope. In the event any change or changes in the Scope of Services is requested by the City, the Parties shall execute a written amendment to this Agreement, setting forth with particularity all terms of such amendment, including, but not limited to, any additional professional fees. An amendment may be entered into: (a) to provide for revisions or modifications to documents or other work product or work when documents or other work product or work is required by the enactment or revision of law subsequent to the preparation of any documents, other work product, or work; and/or (b) to provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Consultant's profession. 2.4 Appropriations. This Agreement is subject to and contingent upon funds being appropriated therefore by the Palm Springs City Council for each fiscal year covered by the Agreement. If such appropriations are not made, the City Manager may terminate this Agreement as provided in Section 8.3 of this Agreement; otherwise, there shall be no funding for any Services and Consultant shall not be entitled to payment for any Services that Consultant may provide. 3. SCHEDULE OF PERFORMANCE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. The time for completion of the Services to be performed by Consultant is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently the Work of this Agreement according to the agreed upon Schedule of Performance for each Task Order. Neither Party shall be accountable for delays in performance caused by any condition beyond the reasonable control and without the fault or negligence of the non -performing Party. Delays shall not entitle Consultant to any additional compensation regardless of the Party responsible for the delay. 3.2 Schedule of Performance. Consultant shall commence the Services pursuant to this Agreement upon receipt of a written Task Order and shall perform all Services within the time period(s) established in the Schedule of Performance. When requested by Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer, Page 4 of 19 Rev. 5/1/20 55575.18165\32900159.2 but such extensions shall not exceed one hundred eighty (180) days cumulatively; however, the City shall not be obligated to grant such an extension. 3.3 Force Maieure. The time for performance of Services to be rendered under each Task Order may be extended because of any delays due to a Force Majeure Event, if Consultant notifies the Contract Officer within ten (10) days of the commencement of the Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Consultant's performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the Work); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, "orders of governmental authorities," includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority. After Consultant notification, the Contract Officer shall investigate the facts and the extent of any necessary delay, and extend the time for performing the Services for the period of the enforced delay when and if, in the Contract Officer's judgment, such delay is justified. The Contract Officer's determination shall be final and conclusive upon the Parties to this Agreement. The Consultant will not receive an adjustment to the contract price or any other compensation. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement. 3.4 Term. Unless earlier terminated under the terms of this Agreement, this Agreement shall commence on July 1, 2021 and continue in full force and effect for three (3) years. At the sole discretion of the City Manager, upon written notice to Consultant and mutual agreement, the term of this Agreement may be extended for two (2) additional one (1) year terms. 4. COORDINATION OF WORK 4.1 Representative of Consultant. The following principal of Consultant is hereby designated as being the principal and representative of Consultant authorized to act in its behalf with respect to the Services to be performed under this Agreement and make all decisions in connection therewith: Scott Rice, President. It is expressly understood that the experience, knowledge, education, capability, expertise, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services performed hereunder. The foregoing principal may not be changed by Consultant without prior written approval of the Contract Officer. 4.2 Contract Officer. The Contract Officer shall be such person as may be designated by the City Manager of City and is subject to change by the City Manager. It shall be the Consultant's responsibility to ensure that the Contract Officer is kept fully informed of the progress of the performance of the Services, and the Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. Page 5 of 19 Rev. 5/1/20 55575.18165\32900159.2 4.3 Prohibition A¢ainst Subcontractine or Assip-nments. The experience, knowledge, education, capability, and reputation of Consultant, its principals and employees, were a substantial inducement for City to enter into this Agreement. Consultant shall not contract with any other individual or entity to perform any Services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement including without limitation the insurance and indemnification requirements. If Consultant is permitted to subcontract any part of this Agreement by City, Consultant shall be responsible to City for the acts and omissions of its subconsultant(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subconsultant and City. All persons engaged in the Work will be considered employees of Consultant. City will deal directly with and will make all payments to Consultant. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written consent of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release Consultant or any surety of Consultant from any liability hereunder without the express written consent of City. 4.4 Independent Consultant. A. The legal relationship between the Parties is that of an independent Consultant, and nothing herein shall be deemed to make Consultant a City employee. During the performance of this Agreement, Consultant and its officers, employees, and agents shall act in an independent capacity and shall not act as City officers or employees. The personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Neither City nor any of its officers, employees, or agents shall have control over the conduct of Consultant or any of its officers, employees, or agents, except as set forth in this Agreement. Consultant, its officers, employees, or agents shall not maintain an office or any other type of fixed business location at City's offices. City shall have no voice in the selection, discharge, supervision, or control of Consultant's employees, servants, representatives, or agents, or in fixing their number, compensation, or hours of service. Consultant shall pay all wages, salaries, and other amounts due its employees in connection with this Agreement and shall be responsible for all reports and obligations respecting them, including but not limited to social security income tax withholding, unemployment compensation, workers' compensation, and other similar matters. City shall not in any way or for any purpose be deemed to be a partner of Consultant in its business or otherwise a joint venturer or a member of any joint enterprise with Consultant. B. Consultant shall not incur or have the power to incur any debt, obligation, or liability against City, or bind City in any manner. C. No City benefits shall be available to Consultant, its officers, employees, or agents in connection with any performance under this Agreement. Except for professional fees paid to Consultant as provided for in this Agreement, City shall not pay salaries, wages, or other compensation to Consultant for the performance of Services under this Agreement. City shall not be liable for compensation or indemnification to Consultant, its officers, employees, or agents, for injury or sickness arising out of Page 6 of 19 Rev. 5/1/20 55575.18165\32900159.2 performing Services hereunder. If for any reason any court or governmental agency determines that the City has financial obligations, other than pursuant to Section 2 and Subsection 1.8 herein, of any nature relating to salary, taxes, or benefits of Consultant's officers, employees, servants, representatives, subconsultants, or agents, Consultant shall indemnify City for all such financial obligations. 4.5 California Labor Code Requirements. A. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects ("Prevailing Wage Laws"). If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). B. If the Services are being performed as part of an applicable "public works" or "maintenance" project and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant's sole responsibility to comply with all applicable registration and labor compliance requirements. 5. INSURANCE 5.1 Types of Insurance. Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, the insurance described herein for the duration of this Agreement, including any extension thereof, or as otherwise specified herein, against claims which may arise from or in connection with the performance of the Work hereunder by Consultant, its agents, representatives, or employees. In the event the City Manager determines that the Work or Services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Consultant agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the City Manager or his designee. Consultant shall immediately substitute any insurer whose A.M. Best rating drops below the levels specified herein. Except as otherwise authorized below for professional liability (errors and omissions) insurance, all insurance provided pursuant to this Agreement shall be on an occurrence basis. The minimum amount of insurance required hereunder shall be as follows: Page 7 of 19 Rev. 5/1/20 55575.18165\32900159.2 A. Errors and Omissions Insurance. Consultant shall obtain and maintain in full force and effect throughout the term of this Agreement, standard industry form professional liability (errors and omissions) insurance coverage in an amount of not less than one million dollars ($1,000,000.00) per occurrence and two -million dollars ($2,000,000.00) annual aggregate, in accordance with the provisions of this section. (1) Consultant shall either: (a) certify in writing to the City that Consultant is unaware of any professional liability claims made against Consultant and is unaware of any facts which may lead to such a claim against Consultant; or (b) if Consultant does not provide the certification pursuant to (a), Consultant shall procure from the professional liability insurer an endorsement providing that the required limits of the policy shall apply separately to claims arising from errors and omissions in the rendition of services pursuant to this Agreement. (2) If the policy of insurance is written on a "claims made" basis, the policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of three (3) years from the date of the completion of the Services provided hereunder. In the event of termination of the policy during this period, Consultant shall obtain continuing insurance coverage for the prior acts or omissions of Consultant during the course of performing Services under the terms of this Agreement. The coverage shall be evidenced by either a new policy evidencing no gap in coverage, or by obtaining separate extended "tail" coverage with the present or new carrier or other insurance arrangements providing for complete coverage, either of which shall be subject to the written approval by the City Manager. (3) In the event the policy of insurance is written on an "occurrence" basis, the policy shall be continued in full force and effect during the term of this Agreement, or until completion of the Services provided for in this Agreement, whichever is later. In the event of termination of the policy during this period, new coverage shall immediately be obtained to ensure coverage during the entire course of performing the Services under the terms of this Agreement. B. Workers' Compensation Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, workers' compensation insurance in at least the minimum statutory amounts, and in compliance with all other statutory requirements, as required by the State of California. Consultant agrees to waive and obtain endorsements from its workers' compensation insurer waiving subrogation rights under its workers' compensation insurance policy against the City and to require each of its subconsultants, if any, to do likewise under their workers' compensation insurance policies. If Consultant has no employees, Consultant shall complete the City's Request for Waiver of Workers' Compensation Insurance Requirement form. C. Commercial General Liability Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of at least one million dollars ($1,000,000.00) and two million dollars ($2,000,000.00) general aggregate for bodily injury and property damage including coverages for contractual liability, personal injury, independent Consultants, broad form property damage, products and completed operations. D. Business Automobile Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of business automobile liability insurance Page 8 of 19 Rev. 5/1/20 55575.18165\32900159.2 written on a per occurrence basis with a single limit liability in the amount of one million dollars ($1,000,000.00) bodily injury and property damage. The policy shall include coverage for owned, non - owned, leased, and hired cars. E. Employer Liability Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of employer liability insurance written on a per occurrence basis with a policy limit of at least one million dollars ($1,000,000.00) for bodily injury or disease. 5.2 Deductibles and Self -Insured Retentions. Any deductibles or self -insured retentions must be declared to and approved by the City Manager prior to commencing any work or services under this Agreement. Consultant guarantees payment of all deductibles and self -insured retentions. City reserves the right to reject deductibles or self -insured retentions in excess of $10,000, and the City Manager may require evidence of pending claims and claims history as well as evidence of Consultant's ability to pay claims for all deductible amounts and self -insured retentions proposed in excess of $10,000. 5.3 Other Insurance Requirements. The following provisions shall apply to the insurance policies required of Consultant pursuant to this Agreement: A. For any claims related to this Agreement, Consultant's coverage shall be primary insurance as respects City and its officers, council members, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City and its officers, council members, officials, employees, agents, and volunteers shall be in excess of Consultant's insurance and shall not contribute with it. B. Any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to City and its officers, council members, officials, employees, agents, and volunteers. C. All insurance coverage and limits provided by Consultant and available or applicable to this Agreement are intended to apply to each insured, including additional insureds, against whom a claim is made, or suit is brought to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations shall limit the application of such insurance coverage. D. None of the insurance coverages required herein will be in compliance with these requirements if they include any limiting endorsement which substantially impairs the coverages set forth herein (e.g., elimination of contractual liability or reduction of discovery period), unless the endorsement has first been submitted to the City Manager and approved in writing. E. Consultant agrees to require its insurer to modify insurance endorsements to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the endorsements. Certificates of insurance will not be accepted in lieu of required endorsements, and submittal of certificates without required endorsements may delay commencement of the Project. It is Consultant's obligation to ensure timely compliance with all insurance submittal requirements as provided herein. Page 9 of 19 Rev. 5/1/20 55575.18165\32900159.2 F. Consultant agrees to ensure that subconsultants, and any other parties involved with the Project who are brought onto or involved in the Project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subconsultants and others engaged in the Project will be submitted to the City for review. G. Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on the City nor does it waive any rights hereunder in this or any other regard. H. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. Endorsements as required in this Agreement applicable to the renewing or new coverage shall be provided to City no later than ten (10) days prior to expiration of the lapsing coverage. I. Requirements of specific insurance coverage features, or limits contained in this section are not intended as limitations on coverage, limits, or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be limiting or all-inclusive. J. The requirements in this section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this section. K. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the Work performed under this Agreement and for any other claim or loss which may reduce the insurance available to pay claims arising out of this Agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City, or to reduce or dilute insurance available for payment of potential claims. L. Consultant agrees that the provisions of this section shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages resulting from the Consultant's activities or the activities of any person or person for which the Consultant is otherwise responsible. 5.4 Sufficiency of Insurers. Insurance required herein shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best's Key Rating of B++, Class VII, or better, unless such requirements are waived in writing by the City Manager or his designee due to unique circumstances. Page 10 of 19 Rev. 5/1/20 55575.18165\32900 l 59.2 5.5 Verification of Coverage. Consultant shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, affecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Consultant's insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers' Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: A. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured... " ("as respects City of Palm Springs Contract No. or 'for any and all work performed with the City" may be included in this statement). B. "This insurance is primary and non-contributory over any insurance or self-insurance the City may have..." ("as respects City of Palm Springs Contract No." or' for any and all work performed with the City" may be included in this statement). C. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, "endeavor to" mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. D. Both the Workers' Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Consultant's obligation to provide them. 6. INDEMNIFICATION 6.1 To the fullest extent permitted by law, Consultant shall defend (at Consultant's sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of persons (Consultant's employees included), for damage to property, including property owned by City, for any violation of any federal, state, or local law or ordinance or in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, Page 11 of 19 Rev. 5/1/20 55575.18165\32900159.2 or willful misconduct committed by Consultant, its officers, employees, representatives, and agents, that arise out of or relate to Consultant's performance of Services or this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the Indemnified Parties. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Consultant's indemnification obligation or other liability under this Agreement. Consultant's indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. 6.2 If Consultant's obligation to defend, indemnify, and/or hold harmless arises out of Consultant's performance as a "design professional" (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant's indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant in the performance of the Services or this Agreement, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant's liability for such claim, including the cost to defend, shall not exceed the Consultant's proportionate percentage of fault. 7. REPORTS AND RECORDS 7.1 AccountinQ Records. Consultant shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Consultant shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and to enable the Contract Officer to evaluate the performance of such Services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 7.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the Services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of the Work to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the Work contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of such fact, circumstance, technique, or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed. 7.3 Ownership of Documents. All drawings, specifications, reports, records, documents, memoranda, correspondence, computations, and other materials prepared by Consultant, its employees, subconsultants, and agents in the performance of this Agreement shall be the property of City and shall be promptly delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials hereunder. Any use of such completed documents for other projects and/or use of incomplete documents without specific written authorization by the Consultant will be at the City's sole risk and without liability to Page 12 of 19 Rev. 5/1/20 55575.18165\32900159.2 Consultant, and the City shall indemnify the Consultant for all damages resulting therefrom. Consultant may retain copies of such documents for its own use. Consultant shall have an unrestricted right to use the concepts embodied therein. Consultant shall ensure that all its subconsultants shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. 7.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of Services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. All information gained by Consultant in the performance of this Agreement shall be considered confidential and shall not be released by Consultant without City's prior written authorization. 7.5 Audit and Inspection of Records. After receipt of reasonable notice and during the regular business hours of City, Consultant shall provide City, or other agents of City, such access to Consultant's books, records, payroll documents, and facilities as City deems necessary to examine, copy, audit, and inspect all accounting books, records, work data, documents, and activities directly related to Consultant's performance under this Agreement. Consultant shall maintain such books, records, data, and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during the term of this Agreement and for a period of three (3) years from the date of final payment by City hereunder. 8. ENFORCEMENT OF AGREEMENT 8.1 California Law and Venue. This Agreement shall be construed and interpreted both as to validity and as to performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such County, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 8.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. 8.3 Termination. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Consultant. Where termination is due to the fault of Consultant and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as maybe determined by the City. Upon receipt of the notice of termination, Consultant shall immediately cease all Services except such as may be specifically approved by the Contract Officer. Consultant shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer after such notice. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall Page 13 of 19 Rev. 5/1120 55575.18165\32900159.2 not be entitled to payment for unperformed Services and shall not be entitled to damages or compensation for termination of Work. Consultant may not terminate this Agreement except for cause, upon thirty (30) days written notice to City. 8.4 Default of Consultant. A. Consultant's failure to comply with any provision of this Agreement shall constitute a default. B. If the City Manager, or his designee, determines that Consultant is in default in the performance of any of the terms or conditions of this Agreement, he/she shall notify Consultant in writing of such default. Consultant shall have ten (10) days, or such longer period as City may designate, to cure the default by rendering satisfactory performance. In the event Consultant fails to cure its default within such period of time, City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice of any remedy to which City may be entitled at law, in equity, or under this Agreement. Consultant shall be liable for any and all reasonable costs incurred by City as a result of such default. Compliance with the provisions of this section shall not constitute a waiver of any City right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City's right to terminate this Agreement without cause pursuant to Section 8.3. C. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 8.4.13, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the Services required hereunder exceeds the Maximum Contract Amount (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. The withholding or failure to withhold payments to Consultant shall not limit Consultant's liability for completion of the Services as provided herein. 8.5 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. Any waiver by the Parties of any default or breach of any covenant, condition, or term contained in this Agreement, shall not be construed to be a waiver of any subsequent or other default or breach, nor shall failure by the Parties to require exact, full, and complete compliance with any of the covenants, conditions, or terms contained in this Agreement be construed as changing the terms of this Agreement in any manner or preventing the Parties from enforcing the full provisions hereof. 8.6 Rights and Remedies Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. 8.7 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to Page 14 of 19 Rev. 5/1/20 55575.18165\32900159.2 compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 8.8 Attorney Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non judicial proceeding, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to recover from the non -prevailing Party all reasonable costs and expenses, including but not limited to reasonable attorney fees, expert consultant fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding. 9. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 9.1 Non -liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Consultant, or any successor -in -interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 9.2 Conflict of Interest. Consultant acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement nor shall Consultant enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one year thereafter. Consultant warrants that Consultant has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 9.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Consultant shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a "prohibited basis"). Consultant shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City's lawful capacity to enter this Agreement, and in executing this Agreement, Consultant certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Consultant activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Consultant is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting. 10. MISCELLANEOUS PROVISIONS 10.1 Patent and Copyright Infringement. A. To the fullest extent permissible under law, and in lieu of any other warranty by City or Consultant against patent or copyright infringement, statutory or otherwise, it is agreed that Consultant shall defend at its expense any claim or suit against City on account of any allegation that any item furnished under this Agreement, or the normal use or sale thereof arising out of the performance of this Agreement, infringes upon any presently existing U.S. letters patent or copyright and Consultant shall Page 15 of 19 Rev. 5/1/20 55575.18165\32900159.2 pay all costs and damages finally awarded in any such suit or claim, provided that Consultant is promptly notified in writing of the suit or claim and given authority, information and assistance at Consultant's expense for the defense of same, and provided such suit or claim arises out of, pertains to, or is related to the negligence, recklessness or willful misconduct of Consultant. However, Consultant will not indemnify City if the suit or claim results from: (1) City's alteration of a deliverable, such that City's alteration of such deliverable created the infringement upon any presently existing U.S. letters patent or copyright; or (2) the use of a deliverable in combination with other material not provided by Consultant when it is such use in combination which infringes upon an existing U.S. letters patent or copyright. B. Consultant shall have sole control of the defense of any such claim or suit and all negotiations for settlement thereof, Consultant shall not be obligated to indemnify City under any settlement made without Consultant's consent or in the event City fails to cooperate in the defense of any suit or claim, provided, however, that such defense shall be at Consultant's expense. If the use or sale of such item is enjoined as a result of the suit or claim, Consultant, at no expense to City, shall obtain for City the right to use and sell the item, or shall substitute an equivalent item acceptable to City and extend this patent and copyright indemnity thereto. 10.2 Notices. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered, sent by pre -paid First Class U.S. Mail, registered or certified mail, postage prepaid, return receipt requested, or delivered or sent by facsimile with attached evidence of completed transmission, and shall be deemed received upon the earlier of (i) the date of delivery to the address of the person to receive such notice if delivered personally or by messenger or overnight courier; (ii) five (5) business days after the date of posting by the United States Post Office if by mail; or (iii) when sent if given by facsimile. Any notice, request, demand, direction, or other communication sent by facsimile must be confirmed within forty-eight (48) hours by letter mailed or delivered. Other forms of electronic transmission such as e-mails, text messages, and instant messages are not acceptable manners of notice required hereunder. Notices or other communications shall be addressed as follows: To City: City of Palm Springs Attention: City Manager 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 Telephone: (760) 323-8204 Facsimile: (760) 323-8332 To Consultant: Community Works Design Group, LLC Attention: Scott Rice, President 4649 Brockton Avenue Riverside, California 92506 Telephone: (951) 369-0700 Facsimile: (951) 369-4039 10.3 Entire Agreement. This Agreement constitutes the entire understanding between the Parties and supersedes and cancels all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to the subject matter hereof. No amendments or other modifications of this Agreement shall be binding unless executed in writing by both Parties hereto, or their respective successors, assigns, or grantees. Page 16 of 19 Rev. 5/1120 55575. l 8165\32900159.2 10.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be determined to be invalid by a final judgment or decree of a court of competent jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the reminder of that provision, or the remaining provisions of this Agreement unless the invalid provision is so material that its invalidity deprives either Party of the basic benefit of their bargain or renders this Agreement meaningless. 10.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties' successors and assignees. 10.6 Third Party Beneficiary. Except as may be expressly provided for herein, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third -party beneficiary or otherwise, upon any entity or person not a party hereto. 10.7 Recitals. The above -referenced Recitals are hereby incorporated into the Agreement as though fully set forth herein and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same. 10.8. Corporate Authority. Each of the undersigned represents and warrants that (i) the Party for which he or she is executing this Agreement is duly authorized and existing, (ii) he or she is duly authorized to execute and deliver this Agreement on behalf of the Party for which he or she is signing, (iii) by so executing this Agreement, the Party for which he or she is signing is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which the Party for which he or she is signing is bound. 10.9 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. [SIGNATURES ON FOLLOWING PAGE] Page 17 of 19 Rev. 5/1/20 55575.18165\32900159.2 SIGNATURE PAGE TO ON -CALL PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND COMMUNITY WORKS DESIGN GROUP IN WITNESS WHEREOF, the City and the Consultant have caused this Agreement to be executed the day and year first above written. ATTEST: CONTENTS APPROVED: CIT OF PALM SPRING /- BY BY t ny Mejia, ity Justin Clifibn, City MJAager Date: Date: % 10%la o 8r1 APPROVED AS TO FORM: By Jeffrey S. a Inge ity Attorney APPROVED BY CITY COUNCIL: Date: 1D 2p Agreement No. A8,K109 Date: ]j6 nZ e Z� APPROVEDBYC;ii l CONSULTANT Name: Community Works Design Group, LLC Check one: _Individual XPartnership _Corporation Corporations require two notarized signatures: One signature must be from Chairman of Board, President, or any Vice President. The second signature must be from the Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chief Financial Officer. Address: 4649 Brockton Avenue Riverside, California 92506 c By: _ 4 P, Sig toe (notarized) Name: S oS-Q � n CA Title: `dQV 5 55 75.18165\32900159.2 By: Name: Title: Page 18 of 19 Signature (notarized) Rev. 5/1/20 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A rotary public or other otfkw n8 this cartil'imW vaiffiaa ores the identity of the u>dvidttal who allied on document to which this certificate ® attached and not the tnnhfulrw es aoauasy, or vali ty of ttst dolour rtL State of California ) County of ens e On before j,f res (A 1 , kvrVvAk , A*uq Pt.b) a Here Maert Alame and Title of 6 Olid w personally appeared 0 nh 9 \ Q P _ + g) of who proved to me on the baste of asibafactory evidence to be the penXXI(*WtKM8 namew gaw vhb®cribed to the within umbumefd and to me 1ha_hVahw4hey executed the sarne in q44wAbeir authorized capacdy@*,. and that nyvigpiewAmair stgnatureA* on the instrument the peraonp* or the entity upon behalf of which the personjq acted. executed the instrument 6MyTERESA 0. BARNETT Notary Public - California Riverside County �. Commission N 2292405 Comm. Expires Jun 10, 2021 Place Notary Seat Above I oerhify under PENALTY OF PERJURY under the Iowa of the State of Cafffania that the foregoing paragraph is true and correct Wrr ESS my hand and official sea{. r Wl.r.. . Though this section is gotki at. oorrkubtirg Min; rrrlorlmation can deter alteration of the dacurne►it of traudulant reattarahment of U= torn to an unintended document Deacripbon of Attached Document Title or Type of Dome Number of P.. Document Dais: Signers) Other Than Named Above: Capacity¢ea) Claimed by 6igneq Signer a Name. �( n�5 .��Z }`; NI' e_ ❑ Corporate Officer — Titte(e)= o'Partrw — ❑ L=dled ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Comer votor ❑ Other Signer le Representing: Signers Name: ❑ Corporate Officer — Tdle(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fad ❑ Tnratee ❑ Guardian or Conaerrator ❑ Other Signer Is Representing: 02014 National NotaryAeaociation • www.fbcna4Jatary-org • 1-800- US NOTARY (1-BOD-878-M7) item A5g07 Page 19 of 19 Rev. 5/1/20 55575.18165\32900159.2 EXHIBIT "A" SCOPE OF SERVICES The selected firms shall provide first-rate landscape architectural services on an as -needed basis for various City projects as assigned. Responsibilities may include, but are not limited to, the following: 1. Leading a team to prepare site improvement plans including but not limited to landscaping, irrigation, grading, planting, lighting/electrical plans, including design details, cost estimates, working drawings, construction documents, specifications, and bid documents, as needed, for new infrastructure, upgrades to existing infrastructure, or general aesthetic improvements for the City. 2. Preparing conceptual drawings, plans and renderings as may be requested by the City for projects being contemplated or visioning sessions with the community. 3. Providing design for areas adjacent to designated historical buildings (such as a courtyard), including where alteration and renovation projects are on historic sites. This may include project design, research, evaluation, planning, incorporation of current handicapped accessibility regulations, and other services incidental to the project. 4. Preparing feasibility studies, preliminary documents, for new, renovation, and alteration projects, such as park playground areas, dog parks, tennis courts, pickleball courts, baseball fields, soccer fields, picnic areas and trailheads to name a few. Consider aesthetics, function, using native plant species, the desert environment, maintenance requirements, amenities, and providing shade. 5. Providing construction advisement and/or construction management services, value engineering and advice on projects that will be constructed in phases. 6. Prepare documentation, assist in warranty review, participate in project closeout. and provide as -built record drawings as needed. 7. Attending meetings and preparing presentations for staff reports to City advisory board, commissions, and the City Council as warranted or directed by the City Manager or his/her designee. 8. Cooperating, coordinating, and communicating with all internal City departments and divisions as necessary. Coordinate meetings with City staff, contractors and other stakeholders as the project may require. It is the responsibility of the successful firms to determine the necessary staffing level required to perform the scope of service of each project assigned. The City will not provide dedicated work space or office space, City staff, or City resources, printing or copying services, or clerical assistance for the performance of the services. All services shall be performed in compliance with the industry and professional standards and all applicable federal, state, and local laws, ordinances, and regulations including the Americans with Rev. 5/1 /20 555 75. l 8165\32900 l 59.2 Disabilities Act (ADA), current California Building Code, and the rules and ordinances of the County of Riverside and the City of Palm Springs. The City further reserves the right, when applicable and in the best interests of the City, to require the landscape architect to engage sub -consultants with special expertise when the unique circumstances of a particular project warrants such additional services. The City may provide recommendations to the landscape architect for consideration and reserves the right of approval of any sub -consultant on any project. All proposals must be made on the basis of the requirements contained herein. Individual tasks may require supervision, sub -consultants, materials, equipment and supplies necessary to complete any services required. When the City has an available a project or task for our on -call landscape architecture firms, they will provide a general scope, details, and budget for that project. This will be sent to all selected on -call firms. Since all firms have already been screened for qualifications, the City will ask firms to respond with a short proposal containing a detailed list of services that will be provided for the project, identification of staff assigned to the project, and a cost proposal. If for any reason a firm is not able to submit a proposal, a response stating as such will be required. If no response and no proposals are received on multiple occasions, it may be grounds for the City to not execute the one-year extensions to an on -call landscape architectural firm. Rev. 5/1 /20 55575.18165\32900159.2 EXHIBIT "B" CITY'S REQUEST FOR PROPOSALS Rev 5/1120 55575 18 165t32900li9.2 I 2021 REQUEST FOR STATEMENT OF QUALIFICATIONS ON -GALL LANDSCAPE kRCHITECTUR SERVICES Date Issued: March 1, 2021 Proposals Due: April 1, 2021 SOQ#09-21 ON -CALL SOQ#09-21 LANDSCAPE ARCHITECTURE SERVICES CITY OF PALM SPRINGS, CALIFORNIA REQUEST FOR STATEMENT OF QUALIFICATIONS (SOQ) The City of Palm Springs ("City") is seeking qualified professionals ("Consultants") to provide "on -call" landscape architecture services for a variety of City projects, as may be assigned. The objective of this solicitation is to hire multiple Consultants to provide such services to the City. There is no promise or guarantee of work, made or implied, by the City and all work that may be assigned is subject to approval and funding of each project. BACKGROUND The City is a charter city located in eastern Riverside County, California, with a population of over48,000. The City owns and operates Palm Springs International Airport (PSP), as well as many other public facilities within the community such as City Hall, Fire Stations, Police Headquarters, a Pavilion and Leisure Center, a Convention Center, a Visitors Center, an Animal Shelter and the Main Library, to name a few. The City is home to ten parks, with an eleventh currently under construction. The City has on -going requirements to maintain, improve or expand their public facilities over the next five (5) years. The types of projects that may be contemplated as part of this on - call landscape architecture services include, but are not limited to, the following: landscaping, planting and irrigation plans for parks, street medians, sports fields (softball, soccer), playground areas, sitting areas, courts (basketball, tennis, 2 pickleball), demonstration gardens, dog parks, trailheads, picnic areas, shade structures and general landscaping around existing buildings to name a few. The selected Consultants shall be required to demonstrate successful experience and capacity to provide landscape architecture services to a municipal government agency for the types of projects named above. Projects that are funded with Federal or State grant funds may be excluded from the contract resulting from this Request for SOQ pursuant to the applicable term and conditions of the grant requirements. In addition, large projects, as determined by City staff, may be solicited by a separate procurement, to obtain the best -qualified professionals to meet the needs of that project and to participate in community engagement that will likely be a part of the process. Under this Request for SOQ, the City intends to award one or more contracts for on -call landscape architecture services with an initial term of three (3) years, with two (2) one-year extensions upon approval of the City Manager and mutual consent of the selected firms, for a total maximum of five years, unless mutually extended by the parties for more than five (5) years. SCOPE OF WORK The selected Consultants shall provide first-rate professional landscape architecture services on an as -needed basis for various City projects as assigned. Responsibilities may include, but are not limited to, the following: 1. Leading a team to prepare site improvement plans including but not limited to landscaping, irrigation, grading, planting, lighting/electrical plans, including design details, cost estimates, working drawings, construction documents, specifications, and bid documents, as needed, for new infrastructure, upgrades to existing infrastructure, or general aesthetic improvements for the City. 2. Preparing conceptual drawings, plans and renderings as may be requested by the City for projects being contemplated or visioning sessions with the community. 3. Providing design for areas adjacent to designated historical buildings (such as a courtyard), including where alteration and renovation projects are on historic sites. This may include project design, research, evaluation, planning, incorporation of current handicapped accessibility regulations, and other services incidental to the project. 4. Preparing feasibility studies, preliminary documents, for new, renovation, and alteration projects, such as park playground areas, dog parks, tennis courts, pickleball courts, baseball fields, soccer fields, picnic areas and trailheads to name a few. Consider aesthetics, function, using native plant species, the desert environment, maintenance requirements, amenities, and providing shade. 5. Providing construction advisement and/or construction management services, value engineering and advice on projects that will be constructed in phases. 3 6. Prepare documentation, assist in warranty review, participate in project closeout, and provide as -built record drawings as needed. 7. Attending meetings and preparing presentations for staff reports to City advisory board, commissions, and the City Council as warranted or directed by the City Manager or his/her designee. 8. Cooperating, coordinating, and communicating with all internal City departments and divisions as necessary. Coordinate meetings with City staff, contractors and other stakeholders as the project may require. It will be the responsibility of selected Consultants to determine the necessary staffing level required to perform the scope of service of each project assigned. The City will not provide dedicated work space or office space, City staff, or City resources, printing or copying services, or clerical assistance for the performance of the services. All services shall be performed in compliance with the industry and professional standards and all applicable federal, state, and local laws, ordinances, and regulations including the Americans with Disabilities Act (ADA), current California Building Code, and the rules and ordinances of the County of Riverside and the City of Palm Springs. The City further reserves the right, when applicable and in the best interests of the City, to require the selected Consultant to engage sub -consultants with special expertise when the unique circumstances of a particular project warrants such additional services. The City may provide recommendations to the selected Consultant for consideration and reserves the right of approval of any sub -consultant on any project. All SOQs must be made on the basis of the requirements contained herein. Individual tasks may require supervision, sub -consultants, materials, equipment and supplies necessary to complete any services required. When the City makes available a project or task for a selected Consultant, the selected Consultant will provide a general scope, details, and budget for that project. This request will be sent to all selected Consultants. Since all selected Consultants will have already been screened for qualifications, the City will ask selected Consultants to respond with a short proposal containing a detailed list of services that will be provided for the project, identification of staff assigned to the project, and a cost proposal. If for any reason a selected Consultant is not able to submit a proposal, a response stating as such will be required. If no response and no proposals are received on multiple occasions, it may be grounds for the City to not execute the one-year extensions to the contract with the selected Consultant. 12 STATEMENT OF QUALIFICAITONS REQUIREMENTS Consultants must submit their SOQ in the order provided below. The SOQ must be in an 8'/2" x 11 " format and not more than thirty (30) pages. In an effort to be sustainable, submissions will be electronic pdf format only. Consistent with the City's Municipal Code for the acquisition of professional landscape architecture services, price is NOT an evaluation criterion. Cost proposals shall be submitted as a separate pdf file, which will not be considered until after evaluation of the SOQ by the Evaluation Committee. Upon selection of the most qualified Consultants, the associated cost proposals will be used as a basis for contract negotiations. The City reserves the right to enter into agreements with more than one Consultant. 1. Cover letter. The SOQ shall include a cover letter that at minimum identifies the company, mailing address, main point of contact, email and phone number for contact, and reason for submitting the SOQ. 2. Firm and Staff Qualifications. This section shall describe the qualifications of the Consultant and its ability to provide on -call landscape architecture services to the City. You may include a list of other public agencies your firm is providing similar on -call landscape architecture services. Discuss your firm's experience in the various processes, approvals, and procedures associated with providing such services for a public agency. Discuss your firm's familiarity and any unique issues that come with providing landscape architecture services in the City and Coachella Valley. Identify any key or critical issues that you foresee may be encountered while providing on -call landscape architecture services. Describe your firm's method to ensure its projects are delivered to clients on time and within your clients budget. Provide examples of projects that highlight your ability to provide the scope of work. Reference projects, that are in addition to the example provided in section 4, should be included in this section. Identify staff assigned to provide these services. Include relevant and/or specific examples that demonstrate their experience, technical expertise, licenses, specialties and/or ability to provide the requested services. Include an organizational chart to show the team of staff and possibly sub -consultants your firm may use to provide the scope of services. (40 points) 3. Scope of Work. This section shall provide a detailed description on the Consultant's approach or methodology in providing each item in the scope of work. The descriptions provided shall demonstrate the Consultant's ability to provide on -call landscape architecture services to satisfactorily complete the requirements of each scope of work item. (40 points) 5 Please note: This Request for SOQ cannot identify each specific, individual task required to implement the on -call services requested. The City relies on the professionalism and competence of the selected Consultant(s) to be knowledgeable of the general areas identified in the scope of work and to include in its SOQ and cost proposal all required tasks and subtasks, personnel commitments, man-hours, direct and indirect costs, etc., needed to provide the on -call services. The City will not approve amendments to the selected Consultant's agreement which do not involve a substantial change from the general scope of work identified in this Request for SOQ. 4. Reference Project. Identify one example project for which your firm and staff provided landscape architecture services. (15 points) If you would like to include additional reference projects please include them under Firm and Staff Qualifications. • Provide a short description of the project and the location of the project. • Provide the approximate cost of your services on that project • Provide the date range your firm provided those services • Provide contact information for someone who can verify your work on the project. • Include any pictures that demonstrates your firm's work on the project. Also, describe how your firm applied its skills and abilities in the following areas: (any that may apply) • Responsiveness and attentiveness to client needs • Knowledge and understanding of the latest landscape architecture and construction trends • Creative design • Sensitivity to funding constraints • Working with a Tribe or the indigenous peoples of the United States • Analysis of a complex situation, or a challenging problem encountered and how you solved it • Oral and written communication skills, including reports to City Council • Preparation of presentations to meetings, neighborhoods, stakeholders • Interaction with the client's organization, (i.e. other divisions or departments, Boards, Commissions, Councils) 5. Local Business Preference Program. (up to 5 points) Pursuant to Palm Springs Municipal Code Section 7.09.030 Local Business Preference Program, the Local Preference in Services does apply. In order for a local business to be eligible to claim the local preference, the local business must request the consideration of the local preference program (see Attachment A) in this section of the SOQ and provide a copy of its current business license from a jurisdiction in the Coachella Valley showing the address of the business is located in the Coachella Valley. 6 "Local business" means a vendor, contractor, or consultant who has a valid physical business address located within the Coachella Valley, at least six months prior to bid or proposal opening date, from which the vendor, contractor, or consultant operates or performs business on a day-to-day basis, and holds a valid business license by a jurisdiction located in the Coachella Valley. Post office boxes are not verifiable and shall not be used for the purpose of establishing such physical address. "Coachella Valley" means the area between the Salton Sea on the south, the San Jacinto and Santa Rosa Mountains on the west, and the Little San Bernardino Mountains on the east and north. For the purposes of this definition, "Coachella Valley" includes the cities of Beaumont and Banning and the unincorporated areas between Banning and the City of Palm Springs. Consultants that request the local preference and qualify as a local business will be awarded the full five (5) points. A Consultant that qualifies as a local business but does not request the local preference or a Consultant that does not qualify as a local business will earn zero (0) points for the Local Business Preference Program. 6. Forms. The following attachments must be included in the SOQ. These attachments do not count towards the thirty (30) page limit. • Attachment A— Signature and Addenda Acknowledgement Form • Attachment B — Non -Collusion Declaration Form • Attachment C — Conflict of Interest and Non -Discrimination Certification • Attachment D — Public Integrity Disclosure Form (do not include instructions) • Attachment E — Sample Professional Services Agreement for On -Call Services (Please see instructions for submitting in Attachment E) 7. Cost Proposal (separate file). Provide a cost proposal that identifies a schedule of hourly rates for each person and/or position assigned to perform the requested services and include any other rates or direct costs that may apply to this Request for SOQ. Cost increases to the schedule of hourly rates shall be allowed once per calendar year. Updated rates must be submitted in writing and received by January 31 of each calendar year. If no updated rate schedule is received by the end of January, the previously approved rate schedule shall continue. If any overhead rate is applied to sub -consultant work, the terms must clearly be identified in the cost proposal. 7 QUESTIONS OR CLARIFICATIONS It shall be the Consultant's responsibility to ask questions, request clarifications, or otherwise advise the City of any language, specification, or requirements of the Request for SOQ that is ambiguous or contradictory. Questions and requests for clarification regarding this Request for SOQ shall be submitted in writing to: Leigh Gileno, Acting Procurement & Contracting Manager at: Leigh. Gileno(c-palmspringsca.gov by 3:00 PM, on March 25, 2021. Questions and requests for clarification received after that date and time will not be answered. Requests for time extensions will not be approved. Interpretations or clarifications considered necessary in response to such questions and request for clarification will be resolved by the issuance of formal Addenda to the Request for SOQ. Only questions and request for clarification that have been resolved by formal written Addenda via the Department of Procurement and Contracting will be binding. Oral and other interpretations or clarifications will be without legal or contractual effect. Consultants, their representatives, agents or anyone else acting on their behalf are specifically directed NOT to contact any City employee, commission member, committee member, council member, or other agency employee or associate for any purpose related to this Request for SOQ other than as directed above. Contact with anyone other than as directed above may be cause for rejection of a submittal. 0 SUBMITTAL OF SOQ Consultants must upload two (2) separate files. The first file shall be the SOQ. The second file shall be the cost proposal. Each file must be labeled with the SOQ number, firm name, and either the words "SOQ" or "Cost Proposal". Consultants must label their files this way or files may be lost or rejected. Firms may not use any special characters (*;&@#) in the name of the files, only dashes may be used. Example: SOQ 09-21-YourCompany►nc-SOQ SOQ 09-21-You rCompanylnc-Cost Proposal Electronic submittals shall be uploaded to the following site via the link below. All submissions will be time and date stamped upon submittal. Submittals shall be received by the deadline of 3:00 PM, April 1, 2021. Late submissions will be rejected. https://spaces.hi-ghtail.com/uplink/Procurement INFORMATION REGARDING STATEMENT OF QUALIFICATIONS PRIOR CITY WORK: If your firm has prior experience working with the City, DO NOT assume all members of the evaluation committee know about said prior work done by your firm. All Consultants are evaluated on the information contained in their SOQ, information obtained from references (including the City and past performance if applicable), and presentation, if requested. SOQs should be prepared as if the evaluation committee members have no knowledge of the Consultant, their qualifications or past projects. COST RELATED TO SOQ PREPARATION: The City will NOT be responsible for any costs incurred by any Consultant responding to this Request for SOQ in the preparation of their SOQ or participation in any presentation if requested, or any other aspects of the entire Request for SOQ process. RESPONSIBILITY OF CONSULTANTS: All Consultants responding to this Request for SOQ shall be responsible. If it is found that a Consultant is not responsible (e.g., has not paid taxes, is not a E legal entity, submitted an SOQ without an authorized signature, falsified any information in the SOQ, etc.), the SOQ may be rejected. NONCOLLUSION: All Consultants must execute the Non -Collusion Declaration Form provided as Attachment "B" in this Request for SOQ and include it with their SOQ. COMPLIANCE WITH LAW: Consultant warrants that all services rendered shall be performed in accordance with all applicable federal, state, and local laws, statutes, ordinances lawful orders, rules, and regulations. PUBLIC RECORD: All documents submitted in response to this solicitation will become the property of the City and are subject to the California Code Section 6250 et seq., commonly known as the California Public Records Act ("CPRA"). Information contained in the documents, or any other materials associated with the solicitation, pursuant to CA Government Code 6255 during the negotiation process, may be made public after the City's negotiations are completed, and staff has agendized the recommendation to the City Council for the award of a contract to a specific Consultant, but before final action is taken by the City Council to award the contract. Although the CPRA recognizes that certain confidential trade secret information may be protected from disclosure, the City may not be in a position to establish that the information submitted in a proposal is a trade secret. If a request is made for information marked "Confidential," "Trade Secret," Proprietary," or any other similar designation, the City will provide the Consultant submitting such information with reasonable notice to allow the Consultant to seek protection from disclosure by a court of competent jurisdiction. If a submitting Consultant contends that a portion of the submittal is confidential even under the CPRA, the firm: 1) must clearly label each document and/or page deemed a confidential document 2) the legal rationale supporting such contention including specific references to applicable provisions of the CPRA 3) must actively defend against any request for disclosure of information which the Consultant has determined should not be released, and 4) must indemnify and hold harmless the City from any loss, claim or suit, including attorneys' fees, brought by a person challenging the City's refusal to release the documents. The City will not, under any circumstances, incur any expenses, or be responsible for any damages or losses incurred by a Consultant submitting a submittal or any other person or entity, because of the release of such information. The City will not return the original or any copies of the submittal or other information or documents submitted to the City as part of this Request for SOQ process. Note that the City may NOT recognize submittals where all of the information, via a blanket statement, is submitted as proprietary information or a trade secret. Such submittals may be found non -responsive. INVESTIGATIONS: The City reserves the right to make such investigations as it deems necessary to determine the ability of the Consultant responding to this Request for SOQ to perform the services and the Firm shall furnish to the City all such information and data for this purpose as the 10 City may request. The City reserves the right to reject any SOQ if the evidence submitted by or investigation of such Firm fails to satisfy the City that such Firm is properly qualified to carry out the obligations of the Agreement and to complete the services contemplated therein. LICENSES, PERMITS, FEES, AND ASSESSMENTS: Consultant represents and warrants to City that it will obtain all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession and perform the services requested in this Request for SOQ. Consultant represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect at all times during the term of the Agreement, if so awarded, any license, permit, qualification, or approval that is legally required for Consultant to perform the services under the Agreement, if so awarded. Consultant shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant's performance of the services required under the Agreement, if so awarded. Consultants shall indemnify, defend, and hold harmless City against any such fees, assessments, taxes penalties, or interest levied, assessed, or imposed against City to the fullest extent permitted by law. SOQ TO REMAIN OPEN: Consultants shall guarantee that all contents of their SOQ and cost proposal shall be valid for a period of 120 calendar days from the due date in this Request for SOQ. SIGNED SOQ AND EXCEPTIONS: Submission of a signed SOQ will be interpreted to mean that the Consultant responding to this SOQ has hereby agreed to all the terms and conditions set forth in all of the sheets which make up this Request for SOQ, and the Agreement (as defined herein) in Attachment E Exceptions to any of the language in either the Request for SOQ or the Agreement, including the insurance requirements, must be included in the SOQ and clearly defined. Exceptions to this Request for SOQ or the Agreement may be considered in the evaluation process; however, the City makes no guarantee that any exceptions will be approved. RIGHT TO ACCEPT OR REJECT PROPOSALS: The City reserves the right to waive any informality or technical defect in an SOQ and to accept or reject, in whole or in part, any or all SOQ and to cancel all or part of this Request for SOQ and issue a new Request for SOQ, as best serves the interests of the City. The City furthermore reserves the right to contract separately with others certain tasks if deemed in the best interest of the City. Issuance of this Request for SOQ and receipt of SOQ does not commit the City to award a contract. BUSINESS LICENSE: The selected Consultant will be required to be licensed in accordance with the City of Palm Springs Business License Ordinance, Municipal Code Chapter 3.40 through 3.96, entitled "Business Tax". INSURANCE: Insurance provisions are contained in the Agreement included in this Request for SOQ. Successful Consultants will be required to comply with these provisions. It is recommended 11 that Consultants have their insurance provider review the insurance provisions BEFORE they submit their proposal. FORM OF AGREEMENT: The selected Consultant will be required to enter into a contractual agreement, inclusive of insurance requirements, with the City in accordance with the standard Professional Services Agreement for On -Call Services ("Agreement"). Please note that the exhibits in the Agreement are intentionally not complete. These exhibits will be negotiated with the selected Consultant, and will appear in the final Agreement executed between the parties. We specifically draw your attention to the language in sections of the Agreement entitled "Conflict of Interest" and "Covenants Against Discrimination" and recommend all Consultants carefully consider these contractual requirements prior to submitting an SOQ. Firms that submit an SOQ shall certify the following by submitting Attachment "C" as part of its SOQ: a. Conflict of Interest. Consultant acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in the Agreement nor shall Consultant enter into any agreement of any kind with any such officer or employee during the term of the Agreement and for one year thereafter. Consultant warrants that Consultant has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining the Agreement. b. Covenant Against Discrimination. In connection with its performance under the Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin ( i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a "prohibited basis"). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City's lawful capacity to enter the Agreement, and in executing the Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non- discrimination in city contracting. Failure or refusal to enter into an Agreement as herein provided or to conform to any of the stipulated requirements in connection therewith shall be just cause for an annulment of the award. If the highest ranked Consultant refuses or fails to execute the Agreement, or negotiations are not 12 successful, or the Agreement is terminated, the City may, at its sole discretion, enter negotiations with and award the Contract to the second highest ranked Proposer, and so on. AWARD OF CONTRACT: It is the City's intent to award a contract to Consultants that can provide all of the scope of work, equipment and services identified in this Request for SOQ. However, the City reserves the right to award a contract, or to make no award, whichever is in the best interest of the City. It is anticipated that award of the contract will occur at the next regularly scheduled City Council meeting after the evaluation committee has made its final selection of Consultants to be recommended for award and a contract has been negotiated and put on the agenda for consideration. The decision of the City Council will be final. OTHER PUBLIC AGENCY "PIGGYBACK" CLAUSE: It is intended that any other public agency, at the mutual consent of both parties and consistent with the public agency's policies and procedures, be permitted to purchase under the terms submitted in the response to this procurement. Any participating agency shall take sole responsibility for the placing of orders, arranging for delivery and or services, and making payments to the vendor, contractor, or consultant. The City will not be liable or responsible for any obligations, including but not limited to financial responsibility, in connection with the participation by other public agencies. 13 ATTACHMENT "A" SIGNATURE AND ADDENDA ACKNOWLEDGEMENT FORM 1. Name of Company: Address: Telephone Number: ( Contact Person: E-Mail: Tax Identification Number: 2. Type of Firm: ❑ Individual ❑ Partnership ❑ Limited Liability Company ❑ Corporation (State ) ❑ Other (specify) 3. Addenda Acknowledgement: Acknowledgment of receipt of any addenda issued by the City for this Request for SOQ is required to be submitted with your SOQ. Failure to acknowledge issued addenda may result in your SOQ being deemed non -responsive. (If no addenda were issued, write N/A.) I hereby acknowledge receipt of Addendum(s) Numbers 4. Please check below if you are requesting consideration of the Local Business Preference Program according to the Palm Springs Municipal Code Section 7.09.030. 1 hereby request consideration of the Local Business Preference Program and a copy of current business license for the firm or sub -consultant is/are included. 5. 1 hereby certify that I have the authority to submit this SOQ to the City of Palm Springs for the above listed individual or company. I certify that I have the authority to bind myself/this company in a contract should I be successful in my SOQ. PRINTED NAME AND TITLE SIGNATURE AND DATE 14 ATTACHMENT "B" NON -COLLUSION DECLARATION FORM The undersigned, deposes and says that he, she or they is/are an authorized representative of the party making the foregoing SOQ. (name of company) • That the SOQ is not made in the interests of, or on the behalf of, any undisclosed person, partnership, company, association, organization, or corporation • That the SOQ is genuine and not collusive or sham • That the proposer has not directly or indirectly induced or solicited any other proposer to put in a false or sham SOQ, and has not directly or indirectly colluded, conspired, connived, or agreed with any proposer or anyone else to put in a sham SOQ, or that anyone shall refrain from proposing • That the proposer has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the SOQ price of the proposer or any other proposer, or to fix any overhead, profit, or cost element of the SOQ price, or of that of any other proposer, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract • That all statements contained in the SOQ are true • That the proposer has not, directly or indirectly, submitted his or her SOQ price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereof, or paid, and will not pay, any fee to any corporation, partnership, company, association, organization, proposal depository, or any other member or agent thereof to effectuate a collusive or sham SOQ. • Any person executing this declaration on behalf of a bidder that is a corporation, partnership, joint venture, limited liability company, limited liability partnership, or any other entity, hereby represents that he or she has full power to execute, and does execute, this declaration on behalf of the bidder. NAME and TITLE of Authorized Representative: (Print) Signature and Date of Authorized Representative: (Sign) 15 (Date) ATTACHMENT "C" CONFLICT OF INTEREST AND NON-DISCRIMINATION CERTIFICATION Conflict of Interest. Consultant acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in the Agreement nor shall Consultant enter into any agreement of any kind with any such officer or employee during the term of the Agreement and for one year thereafter. Consultant warrants that Consultant has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining the Agreement. Covenant Against Discrimination. In connection with its performance under the Agreement, Consultant shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin ( i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a "prohibited basis"). Consultant shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City's lawful capacity to enter the Agreement, and in executing the Agreement, Consultant certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Consultant activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Consultant is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting. NAME OF COMPANY: NAME and TITLE of Authorized Representative: (Print) Signature and Date of Authorized Representative: (Sign) 16 (Date) ATTACHMENT "D" � � PALM siO4 PUBLIC INTEGRITY DISCLOSURE v m .' APPLICANT DISCLOSURE FORM CQ41FORNP 1. Name of Entity 2. Address of Entity (Principle Place of Business) 3. Local or California Address (if different than #2) State where Entity is Registered with Secretary of State If other than California, is the Entity also registered in California? R Yes R No 5. Type of Entity ❑ Corporation ❑ Limited Liability Company ❑ Partnership ❑ Trust ❑ Other (please specify) 6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: if any response is not a natural person, please identify a# officers, directors, members, managers and other fiduciaries for the member, manager, trust or other entity ❑ Officer ❑ Director ❑ Member ❑ Manager [name] ❑ General Partner ❑ Limited Partner ❑ Other ❑ Officer ❑ Director ❑ Member ❑ Manager [name] ❑ General Partner ❑ Limited Partner ❑ Other ❑ Officer ❑ Director ❑ Member ❑ Manager [name] ❑ General Partner ❑ Limited Partner ❑ Other 17 7. Owners/Investors with a 5% beneficial interest in the Applicant Entity or a related entity EXAMPLE JANE DOE 5061, ABC COMPANY, Inc. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] A. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] B. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] C. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] D. [name of owner/investor) [percentage of beneficial interest in entity and name of entity] E. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] I DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT. Signature of Disclosing Party, Printed I Date Name, Title W., PUBLIC INTEGRITY DISCLOSURE FORM INSTRUCTIONS FOR APPLICANTS (DO NOT INCLUDE INSTRUCTIONS IN YOUR WORK PROPOSAL) Who Must File? Applicants that are NOT a natural person or group of natural people that will be identified on the application, and seek a City approval determined by a vote of City officials. Examples include corporations, limited liability companies, trusts, etc. that seek a City Council approval, or an approval by one of the City's board or commissions. Why Must I File? The City of Palm Springs Public Integrity Ordinance advances transparency in municipal government and assists public officials in avoiding conflicts of interest. The City's Public Integrity Ordinance, codified in Chapter 2.60 of the municipal code, reflects the City's interest in ensuring that companies (and other legal entities that are not natural people) doing business in the community are transparent and make disclosure as to their ownership and management, and further that those companies disclose the identity of any person, with an ownership interest worth two thousand dollars ($2,000) or more, who has a material financial relationship with any elected or appointed voting City official, or with the City Manager or City Attorney. Note: A material financial relationship is a relationship between someone who is an owner/investor in the applicant entity and a voting official (or the City Manager or City Attorney), which relationship includes any of the following: (1) the owner/investor and the official have done business together during the year prior to the application; (2) the official has earned income from the owner/investor during the year prior to the filing of the application; (3) the owner/investor has given the official gifts worth fifty dollars ($50) or more during the year prior to the filing of the application; or (4) the official might reasonably be anticipated to gain or lose money or a thing of value, based upon the owner/investor's interest in the applicant entity, in relation to the application's outcome. When Must I File? You must file this form at the same time when you file your application for a City approval determined by a vote of City officials, whether elected or appointed. What Must I Disclose? A. The names of all natural persons who are officers, directors, members, managers, trustees, and other fiduciaries serving trusts or other types of organizations (attorneys, accountants, etc.). 19 Note: (1) only trusts or other organizations that are not the fiduciaries, (2) if a second entity that is not a natural person serves the applicant entity (e.g., as a member of an applicant LLC), then all officers, directors, members, managers, trustees, etc., of the second entity must be disclosed). B. The names of persons owning an interest with a value of two thousand dollars ($2,000) or more who have a material financial relationship with an elected or appointed City official who will vote on the applicant's application, or with the City Manager or City Attorney. PENALTIES Falsification of information or failure to report information required to be reported may subject you to administrative action by the City. 20 PUBLIC INTEGRITY DISCLOSURE FORM SUPPLEMENTAL INSTRUCTIONS AND EXAMPLE (DO NOT INCLUDE INSTRUCTIONS IN YOUR WORK PROPOSAL) In an effort to ensure we capture the required business entity information in accordance with the attached instructions, we provide you these supplementary instructions to clearly identify the required information, and the format the information should be provided. If you, as the applicant, are a business entity (i.e. a corporation or limited liability company), and it is also comprised of other business entities as its members or having a financial interest, all other such business entities must also be disclosed, including those entities other business entities, if any. Ultimately, the City's disclosure document requires a listing identifying all natural persons having any financial interest over 5% of the business entities (and any other business entities comprising your business entity). As an example, Applicant is: Acme Brothers, Inc., a California corporation, whose officers are: John Doe, Jill Doe, and Jay Doe, which is owned 50% by Acme Brothers, LLC, a California limited liability company, and John Doe (25% interest) and Jill Doe (25% interest). Acme Brothers, LLC, is managed by Acme Brothers 2, Inc., a California corporation, whose officers are: George Doe, Bill Doe, and Jane Doe, which is owned 100% by Acme Brothers 2, LLC, a California limited liability company, which is managed by George Doe, with George Doe and Jane Doe having 50% interest each. The full business entity disclosure in this example would resemble four copies of the form as follows: 1. Acme Brothers, Inc., a California corporation a. Officers: John Doe, Jill Doe, and Jay Doe (page 1) b. Ownership: (page 2) i. 50% Acme Brothers, LLC, a California limited liability company (since this is not a natural person fill out another form for this company) ii. 25% John Doe iii. 25% Jill Doe 2. Acme Brothers, LLC, a California limited liability company a. Managers: Acme Brothers 2, Inc., a California corporation (page 1) b. Ownership: 100% Acme Brothers 2, Inc., a California corporation (page 2) (since this is not a natural person fill out another form for this company) 3. Acme Brothers 2, Inc., a California corporation a. Officers: George Doe, Bill Doe, and Jane Doe (page 1) b. Ownership: 100% Acme Brothers 2, LLC, a California limited liability company (page 2) (since this is not a natural person fill out another form for this company) 4. Acme Brothers 2, LLC, a California limited liability company a. Managers: George Doe (page 1) b. Ownership: (page 2) i. 50% George Doe ii. 50% Jane Doe (since these are all natural persons stop) If ownership is an Employee Stock Ownership Plan (ESOP) you can stop there. 21 ATTACHMENT "E" SAMPLE PROFESSIONAL SERVICES AGREEMENT FOR ON -CALL SERVICES Please review the Request for SOO and Agreement. If your company would like to request any modifications to the Agreement or take exception to language in the Request for SOO, identify all requested changes or exceptions as Attachment "E" in your SOO. If you have no requested changes or exceptions, then identify that in Attachment "E" of your SOO. Please note that the exhibits in the attached Agreement are intentionally not complete. These exhibits will be negotiated with the selected Consultant(s) and will appear in the final Agreement executed between the parties. A Sample of the City's Professional Services Agreement for On -Call Services are on the pages that follow 22 PROFESSIONAL SERVICES AGREEMENT (PROJECT NAME AND/OR CONSULTANTS NAME) THIS PROFESSIONAL SERVICES AGREEMENT ( "Agreement") is entered into, and effective on , 20_, between the CITY OF PALM SPRINGS, a California charter city and municipal corporation, ("City") and , a , ("Consultant"). City and Consultant are individually referred to as "Party" and are collectively referred to as the "Parties". RECITALS A. City requires the services of a ("Project"). B. Consultant has submitted to City a proposal to provide to City under the terms of this Agreement. for C. Consultant is qualified by virtue of its experience, training, education, reputation, and expertise to provide these services and has agreed to provide such services as provided in this Agreement. D. City desires to retain Consultant to provide such professional services. NOW, THEREFORE, in consideration of the promises and mutual obligations, covenants, and conditions contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: AGREEMENT 1. SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant agrees to perform the professional services set forth in the Scope of Services described in Exhibit "A" (the "Services" or "Work"), which is attached and incorporated herein by this reference. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that Consultant is a provider of first class work and professional services and that Consultant is experienced in performing the Work contemplated and, in light of such status and experience, Consultant covenants that it shall perform the Work in a competent, professional, and satisfactory manner consistent with the level of care and skill ordinarily exercised by high quality, experienced and well qualified members of the profession currently practicing under similar conditions. 1.2 Contract Documents. The Agreement between the Parties shall consist of the following: (1) this Agreement; (2) the Scope of Services; (3) the City's Request for Proposals; and, (4) the Consultant's signed, original proposal submitted to the City ("Consultant's Proposal"), (collectively referred to as the "Contract Documents"). The City's Request for 1 Revised: 5/1/20 55575.18165\32900157.2 Proposals and the Consultant's Proposal, which are both attached as Exhibits "B" and "C", respectively, are incorporated herein by this reference and are made a part of this Agreement. The Scope of Services shall include the Consultant's Proposal. All provisions of the Scope of Services, the City's Request for Proposals and the Consultant's Proposal shall be binding on the Parties. Should any conflict or inconsistency exist in the Contract Documents, the conflict or inconsistency shall be resolved by applying the provisions in the highest priority document, which shall be determined in the following order of priority: (lst) the provisions of the Scope of Services (Exhibit "A"); (2"d) the provisions of the City's Request for Proposal (Exhibit "B"); Qrd) the terms of this Agreement; and, (4th) the provisions of the Consultant's Proposal (Exhibit "C") 1.3 Compliance with Law. Consultant warrants that all Services rendered shall be performed in accordance with all applicable federal, state, and local laws, statutes, ordinances lawful orders, rules, and regulations. Consultant shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. 1.4 Licenses, Permits, Fees, and Assessments. Consultant represents and warrants to City that it has obtained all licenses, permits. qualifications, and approvals of whatever nature that are legally required to practice its profession and perform the Work required by this Agreement. Consultant represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, qualification, or approval that is legally required for Consultant to perform the Work and under this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant's performance of the Work required by this Agreement. Consultant shall indemnify, defend, and hold harmless City against any such fees, assessments, taxes penalties, or interest levied, assessed, or imposed against City to the fullest extent permitted by law. 1.5 Familiarity with Work. By executing this Agreement, Consultant warrants that Consultant (a) has thoroughly investigated and considered the Scope of Services to be performed, (b) has carefully considered how the Services should be performed, and (c) fully understands the facilities, difficulties, and restrictions attending performance of the Services under this Agreement. If the Services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of any Services. Should the Consultant discover any latent or unknown conditions that will materially affect the performance of the Services, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the City. 1.6 Care of Work. Consultant shall adopt reasonable methods during the term of the Agreement to furnish continuous protection to the Work and the equipment, materials, papers, documents, plans, studies, and/or other components to prevent losses or damages. Consultant shall be responsible for all such damages, to persons or property, until acceptance of the Work by the City, except such losses or damages as may be caused by City's own negligence. 2 Revised: 5/1/20 55575.18165\32900157.2 1.7 Further Responsibilities of Parties. Parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Parties agree to act in good faith to execute all instruments, prepare all documents, and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. 1.8 Additional Services. City shall have the right at any time during the performance of the Services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to, or deducting from such Work. No such extra work may be undertaken unless a written order is first given by the City to the Consultant, incorporating any adjustment in (i) the Maximum Contract Amount, as defined below, and/or (ii) the time to perform this Agreement. Any adjustments must also be approved in writing by the Consultant. Any increase in compensation of up to twenty-five percent (25%) of the Maximum Contract Amount or $25,000, whichever is less, or in the time to perform of up to thirty (30) days, may be approved by the City Manager, or his designee, as may be needed to perform any extra work. Any greater increases, occurring either separately or cumulatively, must be approved by the Palm Springs City Council. It is expressly understood by Consultant that the provisions of this section shall not apply to the services specifically set forth or reasonably contemplated within the Scope of Services. 2. COMPENSATION 2.1 Maximum Contract Amount. For the Services rendered under this Agreement, Consultant shall be compensated by City in accordance with the Schedule of Compensation, which is attached as Exhibit "D" and incorporated herein by this reference. Compensation shall not exceed the maximum contract amount of [INSERT NOT TO EXCEED CONTRACT AMOUNT] Dollars, ($ ("Maximum Contract Amount"), except as may be provided under Section 1.8. The method of compensation shall be as set forth in Exhibit "D." Compensation for necessary expenditures for reproduction costs, telephone expenses, and transportation expenses must be approved in advance by the Contract Officer designated under Section 4.2 and will only be approved if such expenses are also specified in the Schedule of Compensation. The Maximum Contract Amount shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City. Consultant shall not be entitled to any increase in the Maximum Contract Amount for attending these meetings. Consultant accepts the risk that the services identified in the Scope of Services may be more costly and/or time- consuming than Consultant anticipates, that Consultant shall not be entitled to additional compensation, and that the provisions of Section 1.8 shall not be applicable to the services identified in the Scope of Services. If the City's Maximum Contract Amount is reached before the Consultant's Services under this Agreement are completed, Consultant shall complete the Work and City shall not be liable for payment beyond the Maximum Contract Amount. 2.2. Method of Payment. Unless another method of payment is specified in the Schedule of Compensation (Exhibit "D"), in any month in which Consultant wishes to receive payment, Consultant shall submit to the City an invoice for Services rendered prior to the date of the invoice. The invoice shall be in a form approved by the City's Finance Director and must be submitted no later than the tenth (10) working day of such month. Such requests shall be based upon the amount and value of the Services performed by Consultant and accompanied by such 3 Revised: 5/1/20 5 557 5.18165\32900157.2 reporting data including an itemized breakdown of all costs incurred and tasks performed during the period covered by the invoice, as may be required by the City. City shall use reasonable efforts to make payments to Consultant within forty-five (45) days after receipt of the invoice or as soon as is reasonably practical. There shall be a maximum of one payment per month. 2.3 Changes in Scope. In the event any change or changes in the Scope of Services is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents, work product, or work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Consultant's profession. 2.4 Appropriations. This Agreement is subject to and contingent upon funds being appropriated by the City Council for each fiscal year covered by the Agreement. If such appropriations are not made, this Agreement shall automatically terminate without penalty to the City. 3. SCHEDULE OF PERFORMANCE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. The time for completion of the services to be performed by Consultant is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently the Work of this Agreement according to the agreed upon attached Schedule of Performance (Exhibit "E"), incorporated herein by this reference. Neither Party shall be accountable for delays in performance caused by any condition beyond the reasonable control and without the fault or negligence of the non -performing Party. Delays shall not entitle Consultant to any additional compensation regardless of the, Party responsible for the delay. 3.2 Schedule of Performance. Consultant shall commence the Services under this Agreement upon receipt of a written notice to proceed and shall perform all Services within the time period(s) established in the Schedule of Performance. When requested by Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer, but such extensions shall not exceed one hundred eighty (180) days cumulatively; however, the City shall not be obligated to grant such an extension. 3.3 Force Majeure. The time for performance of Services to be rendered under this Agreement may be extended because of any delays due to a Force Majeure Event, if Consultant notifies the Contract Officer within ten (10) days of the commencement of the Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Consultant's performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the Work); 4 Revised: 5/1/20 55575.18165\32900157.2 and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, "orders of governmental authorities," includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority. After Consultant notification, the Contract Officer shall investigate the facts and the extent of any necessary delay, and extend the time for performing the Services for the period of the enforced delay when and if, in the Contract Officer's judgment, such delay is justified. The Contract Officer's determination shall be final and conclusive upon the Parties to this Agreement. The Consultant will not receive an adjustment to the contract price or any other compensation. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement. 3.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of (weeks/months), commencing on , 201_, and ending on , 202_, unless extended by mutual written agreement of the Parties. However, the term shall not exceed three (3) years from the commencement date, except as otherwise provided in the Schedule of Performance described in Section 3.2 above. 3.5 Termination Prior to Expiration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Consultant. Where termination is due to the fault of Consultant and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Consultant shall immediately cease all Services except such as may be specifically approved by the Contract Officer. Consultant shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer after such notice. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed Services, and shall not be entitled to damages or compensation for termination of Work. Consultant may not terminate this Agreement except for cause, upon thirty (30) days written notice to City. 4. COORDINATION OF WORK 4.1 Representative of Consultant. The following principal of Consultant is designated as being the principal and representative of Consultant authorized to act in its behalf and make all decisions with respect to the Services to be performed under this Agreement: [INSERT NAME], [INSERT TITLE]. It is expressly understood that the experience, knowledge, education, capability, expertise, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the Services performed hereunder. The foregoing principal may not be changed by Consultant without prior written approval of the Contract Officer. 4.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Consultant shall be responsible for keeping the Contract Officer Revised: 5/1/20 5 55 75.18 l 65\32900 157.2 fully informed of the progress of the performance of the Services. Consultant shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. 4.3 Prohibition Against Subcontracting or Assignments. The experience, knowledge, education, capability, and reputation of Consultant, its principals and employees, were a substantial inducement for City to enter into this Agreement. Consultant shall not contract with any other individual or entity to perform any Services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Subcontracts, if any, shall contain a provisions making them subject to all provisions stipulated in this Agreement including without limitation the insurance and indemnification requirements. If Consultant is pennitted to subcontract any part of this Agreement by City, Consultant shall be responsible to City for the acts and omissions of its subConsultant(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subConsultant and City. All persons engaged in the Work will be considered employees of Consultant. City will deal directly with and will make all payments to Consultant. In addition, neither this Agreement nor any interest in this Agreement may be transferred, assigned, conveyed. hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written consent of City. Transfers restricted in this Agreement shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release Consultant or any surety of Consultant from any liability under this Agreement without the express written consent of City. 4.4 Independent Consultant. The legal relationship between the Parties is that of an independent Consultant, and nothing shall be deemed to make Consultant a City employee. A. During the performance of this Agreement, Consultant and its officers, employees, and agents shall act in an independent capacity and shall not act or represent themselves as City officers or employees. The personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Neither City nor any of its officers, employees, or agents shall have control over the conduct of Consultant or any of its officers, employees, or agents, except as set forth in this Agreement. Consultant, its officers, employees, or agents shall not maintain an office or any other type of fixed business location at City's offices. City shall have no voice in the selection, discharge, supervision, or control of Consultant's employees, servants, representatives, or agents, or in fixing their number, compensation, or hours of service. Consultant shall pay all wages, salaries, and other amounts due its employees in connection with this Agreement and shall be responsible for all reports and obligations respecting them. including but not limited to social security income tax withholding, unemployment compensation, workers' compensation, and other similar matters. City shall not in any way or for any purpose be deemed to be a partner of Consultant in its business or otherwise a joint venturer or a member of any joint enterprise with Consultant. 6 Revised: 5/1 /20 55575.18 165\32900157.2 B. Consultant shall not have any authority to bind City in any manner. This includes the power to incur any debt, obligation, or liability against City. C. No City benefits shall be available to Consultant, its officers, employees, or agents in connection with any performance under this Agreement. Except for professional fees paid to Consultant as provided for in this Agreement, City shall not pay salaries, wages, or other compensation to Consultant for the performance of Services under this Agreement. City shall not be liable for compensation or indemnification to Consultant, its officers, employees, or agents, for injury or sickness arising out of performing Services. If for any reason any court or governmental agency determines that the City has financial obligations, other than under Section 2 and Subsection 1.8 in this Agreement, of any nature relating to salary, taxes, or benefits of Consultant's officers, employees, servants, representatives, subConsultants, or agents, Consultant shall indemnify City for all such financial obligations. 4.5 California Labor Code Requirements. A. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects ("Prevailing Wage Laws"). If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). B. If the Services are being performed as part of an applicable "public works" or "maintenance" project and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant's sole responsibility to comply with all applicable registration and labor compliance requirements. 5. INSURANCE 5.1 Types of Insurance. Consultant shall procure and maintain, at its sole cost and 7 Revised: 5/1/20 55575.18165\32900157 2 expense, the insurance described herein. The insurance shall be for the duration of this Agreement and includes any extensions, unless otherwise specified in this Agreement. The insurance shall be procured in a form and content satisfactory to City. The insurance shall apply against claims which may arise from the Consultant's performance of Work under this Agreement, including Consultant's agents, representatives, or employees. In the event the City Manager determines that the Work or Services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Consultant agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the City Manager or his designee. Consultant shall immediately substitute any insurer whose A.M. Best rating drops below the levels specified in this Agreement. Except as otherwise authorized below for professional liability (errors and omissions) insurance, all insurance provided under this Agreement shall be on an occurrence basis. The minimum amount of insurance required shall be as follows: A. Errors and Omissions Insurance. Consultant shall obtain and maintain in full force and effect throughout the term of this Agreement, standard industry form professional liability (errors and omissions) insurance coverage in an amount of not less than one million dollars ($1,000,000.00) per occurrence and two -million dollars ($2,000,000.00) annual aggregate, in accordance with the provisions of this section. (1) Consultant shall either: (a) certify in writing to the City that Consultant is unaware of any professional liability claims made against Consultant and is unaware of any facts which may lead to such a claim against Consultant; or (b) if Consultant does not provide the certification under (a), Consultant shall procure from the professional liability insurer an endorsement providing that the required limits of the policy shall apply separately to claims arising from errors and omissions in the rendition of services under this Agreement. (2) If the policy of insurance is written on a "claims made" basis, the policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of three (3) years from the date of the completion of the Services provided hereunder. In the event of termination of the policy during this period, Consultant shall obtain continuing insurance coverage for the prior acts or omissions of Consultant during the course of performing Services under the terms of this Agreement. The coverage shall be evidenced by either a new policy evidencing no gap in coverage, or by obtaining separate extended "tail" coverage with the present or new carrier or other insurance arrangements providing for complete coverage, either of which shall be subject to the written approval by the City Manager. (3) In the event the policy of insurance is written on an "occurrence" basis, the policy shall be continued in full force and effect during the term of this Agreement, or until completion of the Services provided for in this Agreement, whichever is later. In the event of termination of the policy during this period, new coverage shall immediately be obtained to ensure coverage during the entire course of performing the Services under the terms of this Agreement. B. Workers' Compensation Insurance. Consultant shall obtain and maintain, 8 Revised: 5/1/20 55575.18165\329001572 in full force and effect throughout the term of this Agreement, workers' compensation insurance in at least the minimum statutory amounts, and in compliance with all other statutory requirements, as required by the State of California. Consultant agrees to waive and obtain endorsements from its workers' compensation insurer waiving subrogation rights under its workers' compensation insurance policy against the City and to require each of its subConsultants, if any, to do likewise under their workers' compensation insurance policies. If Consultant has no employees, Consultant shall complete the City's Request for Waiver of Workers' Compensation Insurance Requirement form. C. Commercial General Liability Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of at least one million dollars ($1,000,000.00) and two million dollars ($2,000,000.00) general aggregate for bodily injury and property damage including coverages for contractual liability, personal injury. independent Consultants, broad form property damage, products and completed operations. D. Business Automobile Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of business automobile liability insurance written on a per occurrence basis with a single limit liability in the amount of one million dollars ($1,000,000.00) bodily injury and property damage. The policy shall include coverage for owned, non -owned, leased, and hired cars. E. Employer Liability Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of employer liability insurance written on a per occurrence basis with a policy limit of at least one million dollars ($1,000,000.00) for bodily injury or disease. 5.2 Deductibles and Self -Insured Retentions. Any deductibles or self -insured retentions must be declared to and approved by the City Manager or his/her designee prior to commencing any work or services under this Agreement. Consultant guarantees payment of all deductibles and self -insured retentions. City reserves the right to reject deductibles or self - insured retentions in excess of $10,000, and the City Manager or his/her designee may require evidence of pending claims and claims history as well as evidence of Consultant's ability to pay claims for all deductible amounts and self -insured retentions proposed in excess of $10,000. 5.3 Other Insurance Requirements. The following provisions shall apply to the insurance policies required of Consultant under this Agreement: A. For any claims related to this Agreement, Consultant's coverage shall be primary insurance with respect to the City and its officers, council members, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City and its officers, council members, officials, employees, agents, and volunteers shall be in excess of Consultant's insurance and shall not contribute with it. B. Any failure to comply with reporting or other provisions of the policies, 9 Revised: 5/1/20 55575.18165\32900157 2 including breaches of warranties, shall not affect coverage provided to City and its officers, council members, officials, employees, agents, and volunteers. C. All insurance coverage and limits provided by Consultant and available or applicable to this Agreement are intended to apply to each insured, including additional insureds, against whom a claim is made or suit is brought to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations shall limit the application of such insurance coverage. D. No required insurance coverages may include any limiting endorsement which substantially impairs the coverages set forth in this Agreement (e.g., elimination of contractual liability or reduction of discovery period), unless the endorsement has first been submitted to the City Manager and approved in writing. E. Consultant agrees to require its insurer to modify insurance endorsements to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the endorsements. Certificates of insurance will not be accepted in lieu of required endorsements, and submittal of certificates without required endorsements may delay commencement of the Project. It is Consultant's obligation to ensure timely compliance with all insurance submittal requirements as provided in this Agreement. F. Consultant agrees to ensure that subConsultants, and any other parties involved with the Project who are brought onto or involved in the Project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subConsultants and others engaged in the Project will be submitted to the City for review. G. Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on the City nor does it waive any rights in this or any other regard. H. Consultant shall provide proof that policies of insurance required in this Agreement, expiring during the term of this Agreement, have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. Endorsements as required in this Agreement applicable to the renewing or new coverage shall be provided to City no later than ten (10) days prior to expiration of the lapsing coverage. I. Requirements of specific insurance coverage features or limits contained in this section are not intended as limitations on coverage, limits, or other requirements, or as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not 10 Revised: 5/1 /20 55575.18165\32900157.2 intended by any party or insured to be limiting or all-inclusive. J. The requirements in this section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impair the provisions of this section. K. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the Work performed under this Agreement and for any other claim or loss which may reduce the insurance available to pay claims arising out of this Agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City, or to reduce or dilute insurance available for payment of potential claims. L. Consultant agrees that the provisions of this section shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages resulting from the Consultant's activities or the activities of any person or person for which the Consultant is otherwise responsible. 5.4 Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best's Key Rating of B++, Class VII, or better, unless such requirements are waived in writing by the City Manager or his designee due to unique circumstances. 5.5 Verification of Coverage. Consultant shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, affecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Consultant's insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers' Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: A. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured... " ("as respects City of Palm Springs Contract No. " or 'for any and all work performed with the City" may be included in this statement). B. "This insurance is primary and non-contributory over any insurance or self- insurance the City may have..." ("as respects City of Palm Springs Contract No." or 'for any and all workperformed with the City" may be included in this statement). Revised: 5/1/20 55575.18165\32900157 2 11 C. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, "endeavor to" mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. D. Both the Workers' Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Consultant's obligation to provide them. 6. INDEMNIFICATION 6.1 Indemnification and Reimbursement. To the fullest extent permitted by law, Consultant shall defend (at Consultant's sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of persons (Consultant's employees included), for damage to property, including property owned by City, for any violation of any federal, state, or local law or ordinance or in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct committed by Consultant, its officers, employees, representatives, and agents, that arise out of or relate to Consultant's performance of Services or this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the Indemnified Parties. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Consultant's indemnification obligation or other liability under this Agreement. Consultant's indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. 6.2 Design Professional Services Indemnification and Reimbursement. If Consultant's obligation to defend, indemnify, and/or hold harmless arises out of Consultant's performance as a "design professional" (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant's indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant in the performance of the Services or this Agreement, and, upon Consultant obtaining 12 Revised: 5/1/20 55575.18165\32900157.2 a final adjudication by a court of competent jurisdiction, Consultant's liability for such claim, including the cost to defend, shall not exceed the Consultant's proportionate percentage of fault. 7. REPORTS AND RECORDS 7.1 Accounting Records. Consultant shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Consultant shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and to enable the Contract Officer to evaluate the performance of such Services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 7.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the Services required by this Agreement, or as the Contract Officer shall require. Consultant acknowledges that the City is greatly concerned about the cost of the Work to be performed under this Agreement. For this reason, Consultant agrees that Consultant shall promptly notify the Contract Officer the estimated increased or decreased cost if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the Services. If Consultant is providing design services, Consultant shall promptly notify the Contract Officer the estimated increased or decreased cost for the project being designed if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the design services. 7.3 Ownership of Documents. All drawings, specifications, reports, records, documents, memoranda, correspondence, computations, and other materials prepared by Consultant, its employees, subConsultants, and agents in the performance of this Agreement shall be the property of City and shall be promptly delivered to City upon request of the Contract Officer or upon the termination of this Agreement. Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials. Any use of such completed documents for other projects and/or use of incomplete documents without specific written authorization by the Consultant will be at the City's sole risk and without liability to Consultant, and the City shall indemnify the Consultant for all resulting damages. Consultant may retain copies of such documents for their own use. Consultant shall have an unrestricted right to use the concepts embodied tin this Agreement. Consultant shall ensure that all its subConsultants shall provide for assignment to City of any documents or materials prepared by them. In the event Consultant fails to secure such assignment, Consultant shall indemnify City for all resulting damages. 7.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of Services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. All information gained by Consultant in the performance of this Agreement shall be considered confidential and shall not be released by Consultant without City's prior written authorization. 13 Revised: 5/1 /20 55575.18165\32900157.2 7.5 Audit and Inspection of Records. After receipt of reasonable notice and during the regular business hours of City, Consultant shall provide City, or other agents of City, such access to Consultant's books, records, payroll documents, and facilities as City deems necessary to examine, copy, audit, and inspect all accounting books, records, work data, documents, and activities directly related to Consultant's performance under this Agreement. Consultant shall maintain such books, records, data, and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during the term of this Agreement and for a period of three (3) years from the date of final payment by City hereunder. 8. ENFORCEMENT OF AGREEMENT 8.1 California Law and Venue. This Agreement shall be construed and interpreted both as to validity and as to performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such County, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 8.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. 8.3 Default of Consultant. Consultant's failure to comply with any provision of this Agreement shall constitute a default. A. If the City Manager, or his designee, determines that Consultant is in default in the performance of any of the terms or conditions of this Agreement, he/she shall notify Consultant in writing of such default. Consultant shall have ten (10) days, or such longer period as City may designate, to cure the default by rendering satisfactory performance. In the event Consultant fails to cure its default within such period of time, City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice of any remedy to which City may be entitled at law, in equity, or under this Agreement. Consultant shall be liable for all reasonable costs incurred by City as a result of such default. Compliance with the provisions of this section shall not constitute a waiver of any City right to take legal action in the event that the dispute is not cured, provided that nothing shall limit City's right to terminate this Agreement without cause under Section 3.5. B. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 14 Revised: 5/1/20 55575.18165\32900157 2 8.3A, take over the work and prosecute the same to completion by contract or otherwise. The Consultant shall be liable to the extent that the total cost for completion of the Services required hereunder exceeds the Maximum Contract Amount (provided that the City shall use reasonable efforts to mitigate such damages). The City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. The withholding or failure to withhold payments to Consultant shall not limit Consultant's liability for completion of the Services as provided in this Agreement. 8.4 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. Any waiver by the Parties of any default or breach of any covenant, condition, or term contained in this Agreement, shall not be construed to be a waiver of any subsequent or other default or breach, nor shall failure by the Parties to require exact, full, and complete compliance with any of the covenants, conditions, or terms contained in this Agreement be construed as changing the terms of this Agreement in any manner or preventing the Parties from enforcing the full provisions. 8.5 Rights and Remedies Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. 8.6 Leeal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, remedy or recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 8.7 Attorney Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non judicial proceeding, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to recover from the non -prevailing Party all reasonable costs and expenses. These include but are not limited to reasonable attorney fees, expert consultant fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding. To the extent authorized by law, in the event of a dismissal by the plaintiff or petitioner of the litigation or non judicial proceeding within thirty (30) days of the date set for trial or hearing, the other Party shall be deemed to be the prevailing Party in such litigation or proceeding. 9. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 9.1 Non -liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Consultant, or any successor -in -interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 9.2 Conflict of Interest. Consultant acknowledges that no officer or employee of the 15 Revised: 5/1/20 55575.18165\32900157.2 City has or shall have any direct or indirect financial interest in this Agreement nor shall Consultant enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one (1) year thereafter. Consultant warrants that Consultant has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 9.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Consultant shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin ( i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a "prohibited basis"). Consultant shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City's lawful capacity to enter this Agreement, and in executing this Agreement, Consultant certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Consultant activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Consultant is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non- discrimination in city contracting. 10. MISCELLANEOUS PROVISIONS 10.1 Patent and Copyright Infringement. To the fullest extent permissible under law, and in lieu of any other warranty by City or Consultant against patent or copyright infringement, statutory or otherwise: A. It is agreed that Consultant shall defend at its expense any claim or suit against City on account of any allegation that any item furnished under this Agreement, or the normal use or sale arising out of the performance of this Agreement, infringes upon any presently existing U.S. letters patent or copyright and Consultant shall pay all costs and damages finally awarded in any such suit or claim, provided that Consultant is promptly notified in writing of the suit or claim and given authority, information and assistance at Consultant's expense for the defense of same, and provided such suit or claim arises out of, pertains to, or is related to the negligence, recklessness or willful misconduct of Consultant. However, Consultant will not indemnify City if the suit or claim results from: (1) City's alteration of a deliverable, such that City's alteration of such deliverable created the infringement upon any presently existing U.S. letters patent or copyright; or (2) the use of a deliverable in combination with other material not provided by Consultant when it is such use in combination which infringes upon an existing U.S. letters patent or copyright. B. Consultant shall have sole control of the defense of any such claim or suit and all negotiations for settlement in the event City fails to cooperate in the defense of any suit or claim, provided, however, that such defense shall be at Consultant's expense. Consultant shall 16 Revised: 5/1/20 5 5575.18165\32900157.2 not be obligated to indemnify City under any settlement that is made without Consultant's consent, which shall not be unreasonably withheld. If the use or sale of such item is enjoined as a result of the suit or claim, Consultant, at no expense to City, shall obtain for City the right to use and sell the item, or shall substitute an equivalent item acceptable to City and extend this patent and copyright indemnity thereto. 10.2 Notice. Any notice, demand, request, consent, approval, or communication that either party desires, or is required to give to the other party or any other person shall be in writing. All notices shall be personally delivered, sent by pre -paid First Class U.S. Mail, registered or certified mail, postage prepaid, return receipt requested, or delivered or sent by facsimile with attached evidence of completed transmission. All notices shall be deemed received upon the earlier of (i) the date of delivery to the address of the person to receive such notice if delivered personally or by messenger or overnight courier; (ii) five (5) business days after the date of posting by the United States Post Office if by mail; or (iii) when sent if given by facsimile. Any notice, request, demand, direction, or other communication sent by facsimile must be confirmed within forty-eight (48) hours by letter mailed or delivered. Other forms of electronic transmission such as e-mails, text messages, and instant messages are not acceptable manners of notice required hereunder. Notices or other communications shall be addressed as follows: To City: City of Palm Springs Attention: City Manager & City Clerk 3200 E. Tahquitz Canyon Way Palm springs, California 92262 Telephone: (760) 323-8204 Facsimile: (760) 323-8332 To Consultant: Attention: Telephone: Facsimile: 10.3 Integrated Agreement. This Agreement constitutes the entire understanding between the Parties and supersedes and cancels all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to the subject matter in this Agreement. 10.4 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement signed by all Parties. 10.5 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement shall be determined to be invalid by a final judgment or decree of a court of competent jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the reminder of that provision, or the remaining provisions of 17 Revised: 5/1 /20 5 5575.18165\32900157.2 this Agreement unless the invalid provision is so material that its invalidity deprives either Party of the basic benefit of their bargain or renders this Agreement meaningless. 10.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties' successors and assignees. 10.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third -party beneficiary or otherwise, upon any entity or person not a party to this Agreement. 10.7 Recitals. The above -referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same. 10.8. Corporate Authority. Each of the undersigned represents and warrants that (i) the Party for which he or she is executing this Agreement is duly authorized and existing, (ii) he or she is duly authorized to execute and deliver this Agreement on behalf of the Party for which he or she is signing, (iii) by so executing this Agreement, the Party for which he or she is signing is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which the Party for which he or she is signing is bound. 10.9 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. [SIGNATURES ON NEXT PAGE] 18 Revised: 511/20 55575.18165\32900157.2 SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND [***INSERT NAME***] IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. Date: APPROVED AS TO FORM: By: Jeffrey S. Ballinger, City Attorney APPROVED BY CITY COUNCIL: Date: Agreement No. "CITY" City of Palm Springs By: David H. Ready, PhD City Manager ATTEST am Anthony Mejia, City Clerk Corporations require two notarized signatures. One signature must be from Chairman of Board, President, or any Vice President. The second signature must be from the Secretary, Assistant Secretary. Treasurer, Assistant Treasurer, or Chief Financial Officer. CONSULTANT NAME: Check one Individual Partnership Corporation Address By By Signature (Notarized) Signature (Notarized) 19 Revised: 5/1/20 5 5575.18 165\32900157.2 CALIFORNIA ALL4nBU M ACKNOWLEDGMENT CIV'it. CODE $1180 ac.:,�x>er. .s,•, sa: a<u.,ac«•.,e`,.f•. •` r., �x.ro r->,rnr:z ;u:�x.<: <x.: <a`,�,r^.,c.d:' .e:.-^.-•.rH .roys,xa r.+. •ea ,cx A rvatary, public or other otiu:a ocnging this girls verifies or* the der" of dw i x5vidual who sgwd the do=rwtt to which flue cerubcate is sitsctud, and Trot tha MdTfuirmm, accurwy, to vakfity of fleet docurneriL Slate of Q3VCrrli3 County of On before rne, Here Insert lane and Tide of Me Officer Afarn�sjl of ) who proved b me on the basis of satisfactory evidence to be the person(s) whoa narne(s) is/are subscribed to the wittm instrument and acknowledged to me thst he/ahaf#lrey executed the same in hia/hertihsw suttxxizad cspactty(m), and that by hm4wfihea stgnsturo(s) on the utstrument the poracn(s), or the entity upon behalf of v*dch the persan(z) acted, executed the instrunw t. I certify under PENALTY OF PERJURY under the laws of the State of Catifomia drat the forsgoing paragraph is true and can ect_ WITNEESS my hard and otficW zeal. Signature ZQnstirrs of Abtwy PW;c Phice N&wy .Seal Above OPTRINAL Though tftis sect ; is optional. compl&&W this inilkinnation can deter afterzHan of the document or haudubrrd raattechmard of this form to an urznhwodsd doctm;ent Desmpbm of Attached Document Title or Type of Doccunent s7.w.7 .M.s s,: Number of Pages: Sigrrer(z) Other Than Earned Above: Capacity(rez) Claimed by Signel(s) Signers Name: ❑ Corporate Officer — T(a)_ ❑ Partner - ❑ Limited ❑ Generet ❑ ln&vidund ❑ Atorney in Facet ❑ Trus ue ❑ Suardan or Conservator ❑ Other. Signer b Representing_ Signws Name: ❑ Corporate Officer — Tdie(zl_ ❑ Partner — ❑ limited ❑ General ❑ Ind"rwiduaf ❑ Attorney in Fad ❑ Trustee ❑ Quarxfia n or Conservator n oe,er- Signer Is Representing: + 14 Nabonei dbtwy Pssocafim - www.N .oM • 1-BDD-L)S NUTARY (t-8DD4764M27) hwn #xu907 20 Revised: 5/l /20 55575.18165\32900157.2 EXHIBIT "A" SCOPE OF SERVICES 21 Revised: 5/l /20 5 5575.18165\32900157.2 EXHIBIT "B" CITY'S REQUEST FOR PROPOSALS 22 Revised: 5/1/20 55575.18165\32900157.2 EXHIBIT "C" CONSULTANT'S PROPOSAL 23 Revised: 5/1/20 55575.18165\32900157.2 EXHIBIT "D" SCHEDULE OF COMPENSATION 24 Revised: 511/20 55575.18165\32900157.2 EXHIBIT "E" SCHEDULE OF PERFORMANCE 25 Revised: 5/1/20 55575.18165\32900157.2 Yy` 4�LM S 'O,c SOQ #09-21 ON —CALL LANDSCAPE ARCHITECTURAL SERVICES s ; ''%I • ADDENDUM NO. 1 This Addendum is being issued for the following changes and informational items: THE FOLLOWING REVISIONS AND/OR ADDITIONS TO THE SPECIFICATIONS AND INSTRUCTIONS ARE TO BE INCLUDED IN THE ORIGINAL DRAWINGS AND SPECIFICATIONS. THIS ADDENDUM SHALL TAKE PRECEDENCE OVER ANYTHING CONTRARY ON THE PREVIOUSLY ISSUED SPECIFICATIONS AND INSTRUCTIONS AND SHALL BE REFERRED TO HEREINAFTER AS PART OF THE CONTRACT DOCUMENTS. The City has received the following questions and is hereby providing answers thereto: Q 1: We received the email below regarding SOQ 09-21 but do not see Golf Course Design in the scope. Could you please confirm whether there is a need for golf course design services in this particular SOQ? A 1: There is no need for golf course design services in this SOQ. BY ORDER OF THE CITY OF PALM SPRINGS, CALIFORNIA Procurement & Contracting Manager, Acting DATE: March 18, 2021 ADDENDUM ACKNOWLEDGMENT: Proposer Firm Name: Authorized Signature: Date: Acknowledgment of Receipt of Addendum 1 is required by signing and returning a copy of this addendum with your response. Failure to acknowledge this Addendum may result in your SOQ being deemed non -responsive. F ?A l hi Sp SOQ #09-21 i ON -CALL LANDSCAPE ARCHITECTURAL SERVICES ADDENDUM NO. 2 This Addendum is being issued for the following changes and informational items: THE FOLLOWING REVISIONS AND/OR ADDITIONS TO THE SPECIFICATIONS AND INSTRUCTIONS ARE TO BE INCLUDED IN THE ORIGINAL DRAWINGS AND SPECIFICATIONS. THIS ADDENDUM SHALL TAKE PRECEDENCE OVER ANYTHING CONTRARY ON THE PREVIOUSLY ISSUED SPECIFICATIONS AND INSTRUCTIONS AND SHALL BE REFERRED TO HEREINAFTER AS PART OF THE CONTRACT DOCUMENTS. The City has received the following questions and is hereby providing answers thereto: Q 1: May a front cover and table of contents be included? If so, may it be excluded from the page count? A 1: Front cover and table of contents (not required) are included towards the 30 page count. Q 2: Is the Cost Proposal included in the page count? A 2: No Q 3: Can the local business preference apply if we have included a certified local business as a sub consultant on our team? A 3: Per the language in the SOQ, five (5) points will be awarded to a consultant that requests consideration of the local business preference and qualifies as a local business. A consultant that does not meet the definition of "local business" in the SOQ will not be awarded any points. For example, a consultant that does not operate or perform business on a day to day basis within the Coachella Valley would not be eligible for consideration of the local business preference, even if they employ a sub -consultant that meets the definition of a local business. BY ORDER OF THE CITY OF PALM SPRINGS, CALIFORNIA Procurement & Contracting Manager, Acting DATE: March 22, 2021 ADDENDUM ACKNOWLEDGMENT: Proposer Firm Name: Authorized Signature: Date: Acknowledgment of Receipt of Addendum 2 is required by signing and returning a copy of this addendum with your response. Failure to acknowledge this Addendum may result in your SOQ being deemed non -responsive. Alr OF ?A1.1 S-0 SOQ #09-21 ON -CALL LANDSCAPE ARCHITECTURAL SERVICES ADDENDUM NO. 3 This Addendum is being issued for the following changes and informational items: THE FOLLOWING REVISIONS AND/OR ADDITIONS TO THE SPECIFICATIONS AND INSTRUCTIONS ARE TO BE INCLUDED IN THE ORIGINAL DRAWINGS AND SPECIFICATIONS. THIS ADDENDUM SHALL TAKE PRECEDENCE OVER ANYTHING CONTRARY ON THE PREVIOUSLY ISSUED SPECIFICATIONS AND INSTRUCTIONS AND SHALL BE REFERRED TO HEREINAFTER AS PART OF THE CONTRACT DOCUMENTS. The City has received the following questions and is hereby providing answers thereto: Q 1 Is the 30 page limit for double sided or single sided printing A 1: Double sided. BY ORDER OF THE CITY OF PALM SPRINGS, CALIFORNIA Wew Procurement & Contracting Manager, Acting DATE: March 25, 2021 ADDENDUM ACKNOWLEDGMENT: Proposer Firm Name: Authorized Signature: Date: Acknowledgment of Receipt of Addendum 3 is required by signing and returning a copy of this addendum with your response. Failure to acknowledge this Addendum may result in your SOQ being deemed non -responsive. EXHIBIT "C" CONSULTANT'S PROPOSAL Rev. 51120 55575.18165'32900159 2 4 41FO 41FO 7 7 4r %rr 4 F : A A e koo Cho J A.! JOL SUBMITTED BY: L G G-wo - N A . n'A April 1, 2021 Attn: Leigh Gileno, Procurement & Contracting Manager CITY OF PALM SPRINGS 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 RE: Statement of Qualifications for On -Call Landscape Architecture Services (SOQ# 09-21) Dear Ms. Gileno and Members of the Consultant Selection Evaluation Committee: On behalf of the Riverside County -based firm of Community Works Design Group ;CWDG:,, we are pleased to present this Statement of Qualifications for On -Call Landscape Architecture Services for the City of Palm Springs. Our firm specializes in assisting public agencies in the design and development of parks and public landscapes all throughout the State of California, with many successful landscape projects designed and enjoyed within the Coachella Valley. For example, we worked with the City of Rancho Mirage in the design of their flagship Dog Park, which was the recipient of both APWA Project of Merit and CPRS Award of Excellence in Park Planning. CWDG prides itself on our ability to provide a fully -dedicated level of service to our municipal clients. Accordingly, we only pursue projects and clients that we can guarantee that ongoing client satisfaction can be fulfilled. Based upon our detailed review of the RFQ, we are confident that we can provide this level of service to the City of Palm Springs. Our office is located within one hour of the City, with key personnel living even closer - perfect for morning meetings and site visits before the heat kicks in! The members of the Design Team and I appreciate your consideration of our team for your upoming projects. We look forward to providing Professional Landscape Architectural Services for the City of Palm Springs. Respectfully submitted, COMMUNITY WORKS DESIGN GROUP qScortc ASLA, LEED AP, c:ASp Landscape Architect CA #5111;` NY #2645 Certified Access Specialist CASp 709 Scott@cwdg.fun 4649 Brockton Avenue - Riverside, CA 92506 - (951) 369-0700 1 (951) 369-4039 fax- www.cwdg.fun 2. FIRM AND STAFF QUALIFICATIONS PRINCIPAL CONTACT COMMUNITY WORKS DESIGN GROUP, LLC (CWDG) Landscape Architecture - Planning 4649 Brockton Avenue Riverside, California 92506 (951) 369-0700 Federal I.D.82-1854334 California Department of Industrial Relations #: PW LR-1000707823 Scott Rice ASLA, LEED AP, CASp - President.: Authorized Signer Scott Rice, LLA #5111 (Licensed 15 years since 2005; expiration date: 12131/221, scott@cwdg.fun 1 (951) 369-0700 office 1(909) 754-1257 cell Community Works Design Group (CWDG) was established in 1985 and provides municipal planning services throughout the State of California. The firm focuses on Park, Recreation, Streetscape and Trails Planning projects. CWDG has a ready and available staff of eight professionals. We draw upon four Licensed Landscape Architects, a LEED Accredited Professional, an in-house ISA Arborist, a Certified Irrigation Designer/Certified Landscape Irrigation Auditor, a SITES Accredited Professional, and a Certified Access Specialist (CASp). Community Works Design Group does what its name implies - it assists communities with the design of park projects that "Work". Our focus is on park and recreation and municipal projects and has been since day one in 1985. (That's 35 Years!!!) We come from "your side of the fence". Scott Rice has served under contract as City Landscape Architect for City of Highland continuously since 2005. Our newest Senior Landscape Architecti ISA Certified Arborist, Dan Burkhart, joined our team after serving as Senior Landscape Inspector for the City of Yorba Linda. CONFLICT OF INTEREST We have no known conflicts of interest with the City or its employees. ------------------------- CWDG HAS DESIGNED OVER 250 PARK AND PUBLIC LANDSCAPE PROJECTS IN OUR 35 YEAR HISTORY, INCLUDING 30 PARKS WITHIN THE PAST: 5 YEARS (2016-PRESENT). --------------------------- "Designing your Dreams" staffs here at our two story design studio - complete with an indoor spiral slide and a 25' swing! • STATEMENT OF QUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHITECTURE SERVICES (SOQ# 09-21) CITY OF PALM SPRINGS .... APRIL 1, 2021 0 BACKGROUND AND EXPERIENCE The Community Works Design Group team is confident that we can provide the City of Clovis with the high level of detail and attention in On -Call Landscape Architectural Services that we have provided to our numerous municipal clients throughout our 35 years of experience in park and public landscape planning and landscape architecture. Our Principal and dedicated Senior Project Managers hold current Landscape Architect licensure in the State of California: Scott Rice LLA #5111 LANDSCACALIFORNIA E ARCHI Ec� TECHNICAL COMMmEE Licensed Continuously since Oct 2005 (1S years) 2420 DEL MEN ROAD, SURE 1Ds �C� sACRANENTO,CA 861134 s1e spa-7-723D � Dan Burkhart LLA #6092 , Licensed Continuously since Aug 2015 (5 years) CERTFICATE NO, Undscap0 Architset EXPIRATION 5111 12/31/22 SCOTT JOS£PH RICE Allison Rush LLA #6378 Licensed Continuously since Aug 2018 (2 years) COMMUNITY WORKS DESIGN GROUP 4649 BROCKTON AVENUE RIVERSI E A 92506 Sip.a• RECEIPT 110. o2ss:ow� Additionally, our staff holds a variety of Certifications that boost our abilities in the Landscape Architectural realm, including the following: • LEED Accredited Professional (LEED AP) • Certified Access Specialist (CASp) • Certified Irrigation Designer (CID) • Certified Playground Safety Inspector (CPSI) SITES Accredited Professional (SITES AP) ISA Certified Arborist Certified Landscape Irrigation Auditor (CLIA) A selection of our current on -call contracts are listed below: • City of Highland - On -Call Landscape Architectural Services (1990-present) Involves regular participation in Planning Commission hearings, occasional participation in City Council meetings, preliminary CEQA analysis, preliminary plan development, maintaining schedules, collaborating :with Public Worksl Planning, selecting and managing subconsidtants, performing landscape inspections, bid assistance, construction administration, etc.; Also providing plan check and inspection services. • County of Riverside EDA - On -Call Landscape Architecture Services (2000-present) • Jurupa Area Recreation & Park District - On -Call Landscape Arch. Services (2015-present) • County of Riverside EDA - On -Call Certified Access Specialist 1CASp) Services (2017-present) • Desert Recreation District - Park Plan Check Services (2018-present) • City of Ontario - On -Call Landscape Architecture Services (2019-present) • City of Los Angeles - On -Call Certified Access Specialist (CASp) Services (2020-present) y STATEMENT OF QUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHITECTURE SERVICES (SOO# 09-21) CITY OF PALM SPRINGS 2 �....�► APRIL 1, 2021 Is PROJECT MANAGEMENT, STAFF AVAILABILITY AND APPROACH STAFF AVAILABILITY. All staff members listed in this SOQ are available to begin work immediately upon City request. We guarantee that we will adjust our master schedule to dedicate sufficient resources to City of Palm Springs projects. ORGANIZATION AND SCHEDULING: We will provide the City with a critical path schedule, prepared in Microsoft Project, and will adhere to the schedule we present. Our firm utilizes an online -based application called Basecamp to balance coordinate project responsibilities amongst internal staff and subconsultants. This platform also allows our clients to have the ability to maintain a real-time "window" into the inner workings of our firm. This accountability will serve as peace of mind for the City, with a level of transparency not offered by other firms. DELIVERABLES: We will provide all levels of deliverables outlined in the RFQ document. We utilize a wide variety of software, including AutoCAD 2021, Adobe Creative Cloud, Microsoft Office, SketchUp Pro 3-d, and much more. We will provide hard copy and digital media in PDF or any requested format. OUR APPROACH: Our approach to design and quality control is unique to the industry. Every design project is assigned one Licensed Landscape Architect as Project Principal, one Licensed Landscape Architect as Project Manager, and one Assistant Project Manager. CWDG realizes that our success is based on our ability to deliver projects on time and within budget. This team approach will guarantee that the project comes in on budget and stays on budget with minimal change orders. CWDG can also offer complete construction administration and construction management services to assist the City at whatever level is desired. WHAT SETS CWDG APART. While there are many similarities between municipal design projects, we have developed an understanding of what it takes for a project to truly stand apart STATEMENT OF QUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHITECTURE SERVICES (SOQ# 09-21) CITY OF PALM SPRINGS ��3 �.. APRIL 1, 2021 and shine, as evidenced in our consistent winning of CPRS Awards of Excellence in Park Planning and APWA Project of Merit awards. Our team offers a wide variety of in-house services, such as Irrigation Auditing via our Certified Landscape Irrigation Auditor, and Accessibility Evaluation from our Certified Access Specialist (CASp), that are dovetailed into our final products. COMMUNITY DESIGN PROCESS: we employ what we call the "FUNnel" approach to take the multitude of "wants" and narrow them down to a final concept that reflects the best interests of the City and its constituents- and we do so in a FUN way! We typically start by gathering general information by means of online and mail -out surveys ahead of the public design meetings, with ongoing input from the City, so that we can begin to prepare informed design decisions to facilitate a conceptual design that reflects the community's interest and not OUR interests. During design meetings, we utilize a proprietary push button remote voting system called Infowhyse Reply Interact which allows the audience to vote privately and see real-time results. As a standard practice, we provide scaled 3-d modeling to help the community understand how proposed improvements will actually appear, to help identify any conflicts well ahead of construction. WORKING WITH CITY STAFF AND POLICY -MAKING AGENCIES AND STAKEHOLDERS: As we have worked on many projects within the Coachella Valley and your neighboring cities, our team is very well versed in the intricacies of the region, and have had a great rapport and positive working relationship with many department heads and staff members. We are confident that we can provide the high quality of service the City has come to expect from its on -call consultants. OUR "NOT SO SECRET" INGREDIENT TO SUCCESSFUL PROJECTS is remaining in close, ongoing communication with the City and all key stakeholders throughout the life of the project - from concept to construction! OUR RECORD OF MEETING SCHEDULES ON SIMILAR PROJECTS: We invite you to contact our listed references for confirmation of CWDG's ability to meet deadlines and critical path schedule milestones. This is especially apparent with projects where the project funding is directly connected to grant deadlines or fiscal year budgets. TECHNOLOGY, AND ADAPTING TO COVID LIFE IN 2020-2021: We have been successful in imple- menting online community outreach activities and in using alternative meeting platforms, including Google Classroom, Zoom, and Facebook Live. Additionally, we use AutoCAD 2021, Adobe Creative Cloud, Micro- soft 365 software, as well as drone photography and other methods to present projects safely to the public. " The City of Ojai has had many successes in working with the Community Works Design Group team for many years on uanous projects - from skate park design and management to the Sarzotti Park Master Plan. Their creativityand willingness to work well beyond the scope of the project in order to exceed our City's needs rsjust extraordinary. They have always been therefor our Gty and they have always been on time and within budget time and time again. 199 - Steve McClary -former City Manager -City of Ojai - STATEMENT OF QUALIFICATIONS FOR ON -CALL LANOSCAPE ARCHITECTURE SERVICES (SOO# 09-21) CITY OF PALM SPRINGS 4 a APRIL 1, 2021 0 PROJECT TEAM OVERVIEW The Community Works Design Group (CWDG) team will be led by Scott Rice, Principal Landscape Architect. Scott will be our primary contact person for City of Palm Springs projects. Scott has developed a long-lasting reputation for providing responsive and efficient "extension of City staff" services to our municipal clients. Scott will be directly assisted by Allison Rush, Senior Landscape Architect.' Design Director. Dan Burkhart, Technical Director, will be responsible for our team's QA/QC efforts. Staff a%ailahihty JTJ Akfil ASLA, LEED AP. CASp to work on PRINCIPAL - PROJECT COORDINATOR Palm Springs proiccts Landscape Architect, #SI 11 ;CA), #2645 NY: (shown as perccntagi of overall worktoadi 2596 Certified Access Specialist CASp•709 20+ Years Park Planning Experience Has Designed Over 100 Park Projects AL.L.ISON RUSH = DAN BURKHART h DESIGN DIRECTOR TECHNICAL DIRECTOR - Landscape Architect, #6378 (CA} QUALITY CONTROL & ASSURANCE 30% 15°y6 Landscape Architect, #6092 (CA) ISA Certified Arborist WE-11637A 20+ Years Landscape Architectural Experience KAI KITE IRRIGATION DIRECTOR H ¢ — — — — — — — — — — — CIVIL ENGINEERING/ d SURVEYING 20+ ears with CWDG y 20% z Steve Latino, PE J Lori Askew — — — — — — — — -- - N Z — — — — — — r.—.,—,.... SUPPORT STAFF: ELECTRICAL m[is ENGINEERING 40% Luke Moms - Landscape Designer :D N Design West Leo Maya, PE Engineering 30% Delia Lake - Landscape Designer Q Roy Morales 110% Cindy Ingram- Clerical Support � w / — — — — — — — — — —'-� a ENVIRONMENTAL/ CEQA/ NEPA �� PLAYGROUND, MATERIALS, — — — — — — — — — --- 00' and SITE FURNISHINGS VENDORS GEOTECHNICAL SOIL TESTING, etc. I�(1EOCON — — — — »� STATEMENT OF QUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHITECTURE SERVICES (SOQ# 09-21) CITY OF PALM SPRINGS 5 �. APRIL 1, 2021 MW TEAM RESUMES SCOTT RICE ASLA, LEED AP, CASp PRINCIPAL LANDSCAPE ARCHITECT Education: Bachelor of Science in Landscape Architecture, Mr. Scott Rice is President and Managing Principal of Community Works California State Polytechnic Design Group (CWDG). He has managed over $150 million of park projects University, Pomona (2002) during his tenure at CWDG. Scott oversees the development of construction Licensed Landscape Architect: documents, plan checking, cost estimating, conceptual rendering, and California #5111 construction observation and management. (2005-current) Scott graduated with honors from Cal Poly Pomona, earning a Bachelor N016-cuew York fent)#26 (2016-current) of Science Degree in Landscape Architecture. He is a full member of the American Society of Landscape Architects (ASLA). Additionally, Scott is a Certified Access Specialist: LEED Accredited Professional (LEED AP., as designated by the United States California CASp 709 Green Building Council (USGBC), and a Certified Access Specialist (CASp; (2O16-current} as issued by the State of California, Division of the State Architect. Scott is one of only three Landscape Architects in California that currently hold Years of Experience: 25 CASp Certification. Years with firm: 18 Affiliations: Scott also serves as the City Landscape Architect for the City of Highland, American Society of Landscape California, and has acted in that capacity since 2005. Scott also has served as a Architects (ASLA) - Full Member Contract Park Planner for Jurupa Community Services District (JCSD; since 2003 and Consultant Park Planner,` Plan Checker for Jurupa Area Recreation U.S. Green Building Council LEED Accredited Professional and Park District 1JARPD. since 2015. Certified Access Specialist Institute — Full Member Building Industry Association Riverside County Chapter Member, Board of Directors Leaders of TomorrowWoo Committee — 2017 Chairman Notable Project Experience: Frisbie Park Expansion and Skate Park — City of Rialto - $18 million Enchanted Hills Park and Skate Park — City of Perris - $8 million Goetz Park Phase If and Skate Spot — City of Perris - $2 million Mr. Rice draws on previous work experience in graphic design and golf course maintenance to integrate high aesthetic quality in balance with functional, cost-effective design. His focus is in Public Works projects for various municipalities throughout the State, including Park Planning of various scales, including Community, Neighborhood, Sports, and Pocket Parks, as well as median and parkway landscape, and LMD:` CFD planning. Specialized areas of involvement include Skate Parks, Dog Parks, and Accessible Play. In addition to Park Planning, Scott is seasoned in the landscape architectural development of Multi -family Housing, Planned Residential Communities, Highway Aesthetic Design, Custom Residential Planning, and various private:`commercial ventures. In addition to Scott's 18 year tenure with CWDG, Scott took a year -long hiatus in 2010 to co manage the design division of an internationally - recognized design,:build firm, specializing in skate parks and action sports facilities throughout the world. When not in the office, Scott enjoys the fruits of his labor — parks and trails — with his wife and five children. STATEMENT OF QUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHITECTURE SERVICES (SOQ# 09-21) CITY OF PALM SPRINGS 6 ��..�+ APRIL 1, 2021 0 DANIEL BURKHART ASLA, ISA SENIOR LANDSCAPE ARCHITECT - TECHNICAL DIRECTOR Education: Mr. Dan Burkhart is a Senior Landscape Architect at Community Works Bachelor Science in Design Group 1 CWDG) joining the firm in early 2020. Dan is charged with Landscapee Architecture, maintaining CWDG construction development and documentation process California State Polytechnic as well as mentoring and guidance of junior staff. Dan handles plan checking, University, Pomona (2001) in house reviews, and CD support in addition to specification, estimating, and construction oversite. Dan is often referred to as Coach in the office and Licenses) Certificates: works diligently to elevate and improve CWDG's production and efficiency. Licensed Landscape Architect: California #6092 {2015-current) Dan graduated from Cal Poly Pomona, earning a Bachelor of Science degree in Landscape Architecture. He started his journey in the field with the City of ISA Certified Arborist Anaheim, working within the Parks Department at Dad Miller Golf Course. WE-11637A (2016-current) He continued on exploring the Nursery side with Armstrong Garden Centers before moving into Design Practice after graduation. After working up to C 27 Contractor License the project manager level, Dan ventured to the Design build practice with #840206 (2004 - currently inactive) Valley Crest Companies. Shifting into the realm of sustainability Dan laced his boots and worked up to the position of general superintendent with a FAA UAS Remote Not Landscape Habitat and Mitigation General Contractor, designing, creating, (2017-current) restoring, and maintaining naturalized habitats. California Dept. of Pesticide Moving to the public side of the practice Dan was the Senior Landscape Regulation - OAL Inspector for the City of Yorba Linda LMAD group. Supervising staff, 122282 BF (2010-current) managing contracts, and design and inspection duties for the City. Dan worked with management and the public to improve the city's 22,000 trees Years of Experience: 25 and over 500 acres of City maintained landscape. Years with Firm: 1 Dan brings a wealth of design, installation, and maintenance experience to Affiliations: American Society of Landscape CWDG earned over his 24-year journey. Dan's varied and wide experience on Architects (ASLA) -Full Member both sides of the table includes the Private and public sectors at all levels and gives him an understandingof different points of view and the forces involved. International Society of Dan has started with a shovel and a pencil and has demonstrated an ability Arboriculture (ISA) - Full Member to listen, learn, and advance in the profession. Licensed as a Contractor, Certified Arborist, QAL, FAA Remote Pilot, and being a continual student of Notable Project Experience: all aspects related to the field and process, Dan continues to learn and build Ayala Park Replacement County While adding items to his tool box and base. of San Bernardino $4 million Dan spends his free time with his family, camping, coaching youth baseball, and the restoration and building of classic cars. STATEMENT OF QUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHITECTURE SERVICES (SOQ# 09-21) CITY OF PALM SPRINGS 7 APRIL1,2021 KAY C. KITE CID, CL1A SENIOR PROJECT MANAGER/ CERTIFIED IRRIGATION DESIGNER Bachelor of Arts, California State University at San Bernardino Master of Landscape Architecture, California State Polytechnic University, Pomona CID;' CLIA Irrigation Association #006190 Ms. Kay Kite is an irrigation Specialist with Community Works Design Group. Kay graduated from California State University in San Bernardino, Cum Laude, earning a Bachelor of Arts degree. Kay has been with CWDG for over 20 years. She will be providing services in Irrigation Design and Water Auditing. Kay draws from over ten years of practical and theoretical irrigation training in order to design systems for projects, ranging from small pocket parks to one hundred and twenty acre sports parks. Not limited to irrigation systems, Kay has over lS years of experience in a variety of landscape design projects including various parks, streetscapes, and other private/ commercial ventures. ALLISON RUSH, ASLA SENIOR PROJECT MANAGER Bachelor of Arts, The Pennsylvania State University Master of Landscape Architecture, Temple University Licensed Landscape Architect, State of California, #6378 Shown above are a couple of examples of our 3-d renderings, prepared for the City of Rialto. Top: Frisbie Park Expansion; Mom: Joe Sampson Park Ms. Allison Rush is a Project Manager with Community Works Design Group, with East Coast roots. Allison earned her Bachelor's degree in Human Geography from Penn State, and her Master of Landscape Architecture degree from Temple University. Allison's undergraduate and graduate work focused on the means and methods of interaction between people and public spaces. She excels at understanding how best to configure and optimize outdoor spaces for the health and enjoyment of users of all ages and abilities. Allison also has a strong grasp of designing with various digital media techniques, including CAD, 3-d modeling and photo simulation. With her education and skills, Allison has been integral in our team's efforts of conveying and shaping ideas for many important projects throughout California. STATEMENT OF QUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHITECTURE SERVICES (SOQ# 09-21) CITY OF PALM SPRINGS 8 APRIL 1, 2021 0 PROOF OF INSURABILITY ,4 oRU° CERTIFICATE OF LIABILITY INSURANCE GAT ;a,";nnY"' THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(St, AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policytpesj must have ADDITIONAL. INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terns and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rf hts to the certificate holder in lieu of such endorsements . PRODUCER Risk Strategies Companyy 2040 Main Street, Suite 450 Irvine, CA9261b www.risk-strategies.Com CA DOI License No.OF06675 NAME: CONTACT Risk Strat leg Company PNGNE 949 242-9240 FAX ADDRRESS: a un risk-strate ies.cam INSURER(Sl AFFORDING COVERAGE NAIC P INSURER A Travelers Property Casualty Co of America 25674 INSURED CWDBr LLC 4649 Brockton Ave. Riverside CA 92506 INSURER B Travelers IndemnityCompany of CT 25682 INSURER Arch Insurance Company 11150 INSURER D INSURER E INSURER F : 1_1MI*w Af;W% Vpwrn ICAT MIIM"R w- s:71'a CC'1R WG MnM MIIW12=12. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS - WSR LTR TYPE OF INSURANCE ADOL SUB PDIJCY NUMBER POLICY EFf MMRXNYY POLICY EXP MMMOUYYYY LIMIT! A COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR 6802HI41407 9/1/2020 9/1/2021 EACHOCCURRENCE sy2000000 UAMPR AC*- TV RENTED S aocalnellre f31000000 MED EXP Anere n-i f 10 000 PERSONAL& ADV INJURY i 2 000 000 GEN'L AGGREGATE LIMIT APPLIES PER POLICY E] JECTPR LOC OTHER GENERAL AGGREGATE $$4,000,000 PRDOUCTS-COMPIOPAGG $ DOO D00 $ B AUrOMOBLELWBILITY ANY AUTO SCHEDULED AUTOS ONLY AUTOS AUTOS HIRED NON-0wNED AUTOS ONLY AUTOS ONLY(Per BASJ900865 9/1/2020 9/1/2021 eitINnSINGLELIMUT $$1 00000D BODILY WJURY (PeU pen— $ BODILY INJURY (Po —derd S POPERTY DAM RAGE S S UMBRELLA LIA9 ERCE39 UAB OCCVR CLAIMS -MADE EACHOCCURRENCE S AGGREGATE S DED RETENTIONS S A w01iNERSeOMPENSATION ANDEMPLOYERS'LUIBIUTY YUN ANYPROPRIETOWARTNERUEXECUTIVE ❑ OFFICERAMEMBEREACLUOED7 IMand0twy ti NH) If yyes, describe under GE$CRIPTION OF OPERATIONS below N A U84J51726A 9/1/2020 9.1'2021 PEA H- EL EACH ACCIDENT S 1 000 000 E L. DISEASE -EA EMPLOYE S E L DISEASE - POLICY LIMIT I f 1 000 000 C JProfessional Liability PAAEP0030603 91112020 9/1'2021 Per Claim: $1,000,000 Aggregate: $2,000,000 DESCRIPTION OF OPERATIONS! LOCATIONS IVEHICLES (ACORO 101 Addalarul Remarea Schedule. may be attached If more space Is Iequimen "Proposal Certificate' SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE P THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE t Michael Christian All riohtt reserved. ACORD 25 (20161031 The ACORD name and logo are registered marks ofACORD S'1415S70 20-ZI GL-MM WC PL Sherry Yny g 1 9.'4.2020 11 56 01 AW PDT, I Page L of 1 STATEMENT OF QUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHITECTURE SERVICES (SOQ# 09-21) CITY OF PALM SPRINGS 9 6, APRIL 1, 2021 ADDITIONAL REFERENCE PROJECTS Per the instructions provided within the RFQ, we are including a variety of projects as part of the Firm and Staff Qualifications section. Please see Section 4 of this submittal for our primary reference project. Client: CITY OF HIGHLAND Services rendered: CWDG served as prime consultant for various park, trails, streetscape, and turf reduction projects throughout the City. CWDG also has provided all Landscape Plan Check and Inspection Services for the City continuously since 1990. CWDG Staffing: City Landscape Architect.' Inspector: Scott Rice (2005 -present) Allison Rush 3d Design Contact: Kim Stater, Assistant Community Development Director (909) 864-8732 kstater@cityofhighland.org Reference Projects: City-wide Turf Reduction ,Design'. Improvements (Completed 2017); SR 2101 Base Line Widening - Landscape and Community Identity Improvements (100°,. Design) Additional: We have reviewed over 250 landscape plans for the City, and have provided input on several key Specific Plans for commercial, industrial and residential zones within the City. Our work experience with the City of Highland involves extensive coordination between Public Works and Planning Divisions, City residents and business owners, Caltrans, County of San Bernardino, and many others, " Community works Design Group has been the Gty of Hghland's exclusive Landscape Architectural firm since 1990. Their commitment to the City is ref&-cted in their quality of work, timely response and customized solutions to our challenges, and overall responsiveness.'.' - Lawrence A. Mainez, Community Development Director - City of Highland STATEMENT OF QUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHITECTURE SERVICES (SOO# 09-21) CITY OF PALM SPRINGS 10 APRIL 1, 2021 0 Client: CITY OF RANCHO MIRAGE Services rendered: CWDG served as prime consultant responsible for providing community outreach, 2015-2016 (Design) conceptual planning, construction drawing, specification writing, bidding assistance, 2016-2017 (Const.) construction administration for the City's Flagship Dog Park. CWDG Staffing: Project Principal: Tim Maloney Project Manager: Allison Rush Contact: Jesse Eckenroth, Public Works Director (760) 770-3224 x254 jessee@RanchoMirageCA.gov Reference Project: Rancho Mirage Dog Park 2017 California Park & Recreation Society (CPRS) Award of Excellence in Park Planning Winner; 2017 APWA Coachella Valley Branch - Project of Merit Winner,,f��„� op CHOMIpALEJL G PARK "VA w Rancho Mirage Dog hrk's location near Irsta Chino makes the park vulnerable to receiving blown sand. To ease ongoing maintenance, we embraced the sand as the "mulch" material for the planter areas surrounding the dog park enclosures. STATEMENT OF QUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHITECTURE SERVICES (SOQ# 09-21) CITY OF PALM SPRINGS t 1 APRIL 1, 2021 Client: CITY OF RIALTO Services rendered: CWDG served as prime consultant for various Park Planning Services at five City park sites for $25+ million in park improvements, including community design process, conceptual design, 3d modeling, construction drawings, construction administration. CWDG Staffing: Project Principal: Scott Rice Project Managers: Scott Rice, Kay Kite, Allison Rush Contact: Hector Gonzalez, PE, former Principal Engineer ;now with City of Upland, (909) 291-2961 hgonzalez@ci.upland.ca.us Reference Project: Joe Sampson Park: 8 ac. New Neighborhood Park ($5.5 M/ Opened February 2019) S� 2019 CPRS Award of Excellence in Park Planning Winner 4 We found the CWDG team, led by5cott Rice, to be veryproactive, friendly, and detailed throughout the construction of Joe Sampson Park 919 Sam Kasbar, VP KASA Construction samk@kasaconstruction.com STATEMENT OF QUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHITECTURE SERVICES (SOO# 09-21) geft- CITY OF PALM SPRINGS 12 APRIL 1, 2021 Client: CITY OF RIALTO (continued) Joe Sampson Park: 8 ac. New Neighborhood Park ($5.5 M/ Opened February 2019) Notable Features: • Dry -stream infiltration feature along its south and west perimeter, constructed of rock harvested during on -site grading operations • Custom "Rialto" bridge over dry infiltration stream at main entry • California -friendly olantina STATEMENT OF QUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHITECTURE SERVICES (SOQ# 09-21) CITY OF PALM SPRINGS 13 w APRIL 1, 2021 0 Client CITY OF RIALTO (continued) — ACCE95tsl�-RY IMPROVEMEI�iT'S TO En=NG PARK MASTER PLAN FRISBIE PARK EXPANSION MAYM, ante unusuabum RWio,CQ6fnrnia ••• r 'i�_ 1.- -"04.1 C? O V A 220 views unusualx.00 New skatepark in Riahu We have provided a few more examples t!f renderings that were prepared by CWDG and utilized during the public outreach phases of the Frisbie Park Renovation and Expansion project for the City of Rialto. Frisbie Park: 16.7 ac. Renovation + Expansion ($18 M/ Opened December, 2020) Notable Features: • Park designed with direct input from City Maintenance staff, including materials selection, amenity arrangement to allow proper clearances for service equipment • Complete analysis and renovation of all accessibility (ADA) aspects of existing park, led by CWDG's in- house Certified Access Specialist (CASp) • Several existing heritage trees protected in place x STATEMENT OF QUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHITECTURE SERVICES (SOQ# 09-21) CITY OF PALM SPRINGS 14 �.. APRIL 1, 2021 0 Client: CITY OF COACHELLA Services rendered: CWDG served as prime consultant for various Park and Memorial Planning Services including community design process, conceptual design, 3d modeling, construction drawings, construction administration. CWDG Staffing: Project Principals: Tim Maloney and Scott Rice Project Manager: Scott Rice Contact: Jonathan Hoy, City Engineer/ Assistant City Manager (760) 398-5744 jhoy@coachella.org Reference Project: Bagdouma Park Expansion - Phases I & II (2014 APWA Award of Merit Winner - Parks & Trails Category) 12 acre park renovation and expansion project, including shaded playgrounds, shared basin/ soccer field, water play, sand volleyball courts, expanded parking, and new accessible restroom. STATEMENT OF QUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHITECTURE SERVICES (SOON 09-21) CITY OF PALM SPRINGS fiM 15 w,,,,� APRIL 1, 2021 mr Client: CITY OF COACHELLA ,continued) Reference Project 2: Cesar Chavez Memorial CWDG led the community engagement, conceptual design, and construction drawing preparation for an approximately 5,000 SF Cesar Chavez Memorial within an existing park site. STATEMENT OF QUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHITECTURE SERVICES (SOQ# 09-21) CITY OF PALM SPRINGS MM 16 �.. APRIL 1, 2021 Client: JURUPA AREA RECREATION & PARK DISTRICT (JARPD) Services rendered: CWDG served as prime consultant for various park design and renovation projects throughout the District. CWDG also has provided all Landscape Plan Check and Inspection Services for the District continuously since 2015. CWDG Staffing: Project Principal: Scott Rice Project Managers: Scott Rice, Kay Kite, Allison Rush Contact: Colby Diuguid, General Manager (951) 361-2090 ! colby@iarpd.org Reference Projects: Various Playground Renovation Projects - $1 million (Completed 2017-20181 Veterans Park Renovation and Splash Pad -$ 1 million (Opened October 2018) Horseshoe Lake Park - $3 million (Designed 2018-2019; Opened December 2020) aaw1r.. PREUMINARY MASTER MAN HORSESHOE LAKE PARK IUM^"EA REC M M A PAM DMTKCr Horseshoe Lake Park Notable Features: • Entire park utilizes solar power for lighting and irrigation control • Balanced grading on -site (no import or export) • Existing vernal pools protected in place through multi -agency coordination aocal/Statel Federal/ USACOE) STATEMENT OF QUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHITECTURE SERVICES (SOQ# 09-21) CITY OF PALM SPRINGS 17 ., APRIL 1, 2021 ip Client: CITY OF McFARLAND Services rendered: CWDG was contracted by the City to update a Proposition 84 grant -awarded conceptual park plan to align with the available project budget, then prepared design development and construction drawings for the park's initial phase. CWDG Staffing: Project Principal: Tim Maloney Project Manager: Scott Rice Contact: Our primary contact for this project was John Wooner, City Manager. Unfortunately, Mr. Wooner passed away in 2019, shortly after the park's Grand Opening. https.l.'bakersfreldnow.com. neiusllocal'mcfarland-honors-cross-country-coach-by-nam- ing-a-park-after-him Reference Projects: Blanco Park (formerly Discovery Park) - $2.5 million SPP Round 2 Grant -funded Phase Completed 2019 PRETWINA121 MA riFf? 11f AN ...�Y o_DiSCOVF.RY PARK w- STATEMENT OF QUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHITECTURE SERVICES (SOQ# 09-21) CITY OF PALM SPRINGS SIM 18 �..�► APRIL 1, 2021 Client: CITY OF PERRIS Reference Project: Mercado Park 3 ac. New Neighborhood Park ($3 M) Prop 84 Statewide Park Program Round 1 Grant Recipient 2014 CPRS Award of Excellence in Park Planning Winner CWDG Staffing: Project Principal: Tim Maloney Project Manager: Scott Rice Contact: Sabrina Chavez, Director of Community Services (951) 435-7220 ext. 278 schavez@cityofperris.org STATEMENT OF QUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHITECTURE SERVICES (SOO# 09-21) CITY OF PALM SPR+NGS 19 APRIL 1, 2021 1* Project: DESERT X 2021 Services: ACCESSIBILITY CONSULTING FOR ALICJA KWADE'S "PARAPIVOT" EXHIBIT Community Works Design Group reviewed and recommended a series of modifications and alterations to the temporary installation construction plans for creating equal access opportunities to view one of the showcase exhibits for this year's Desert X art installation. Value: Pro bono in support of non-profit Dates: March 2021 Reference: Jasa McKenzie, Curatorial Coordinator Desert X (605) 850-39541 jasa@desertx.org Project: MILBURN-DAKOTA PARK Services: CWDG assisted the City of Fresno in the design of a new 5 ac. park in the city's Westside neighborhood. The firm has worked closely with the City and through multiple community in -person outreach events and online surveys to inform conceptual designs. Beyond community outreach, CWDG is also providing park planning; open space and resources planning; conceptual design; and cost estimating for this assignment. Value: 594,945 (Design) Dates: 2019 - present Reference: Diane Printz-White, Senior Management Analyst City of Fresno (559) 621-2955 Diane. Pri ntz-White@fresno.gov STATEMENT OF QUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHTECTURE SERVICES (SOO# 09-21) CITY OF PALM SPRINGS 20 APRIL 1, 2021 Project: JARPD MULTI -SITE PLAYGROUND RENOVATION Services: This project involved design of $1 million in playground renovations at several park sites within the District. Community Works Design Group was the single/prime consultant on this project and provided construction management, construction administration, project management, conceptual design preparation, cost estimating, construction drawings, construction administration, and inspection services all from in-house. DtSTRICT-WIDE; -- PLAYGROUND REHABILITATION " IMPROVEMENTS -" Value: $65,000 (Design' "°'A a, PECtrr un O= -_ AIN.IAVNAF "82! Dates: 2017 - 2018 Reference: Colby Diuguid, General Manager _�-. z Jurupa Area Recreation and Park District! m—- (951) 361-2090 colby(OJarpd.org j W Project: COUNTY OF RIVERSIDE CASp SERVICES Services: For this project, Community Works Design Group completed system -wide accessibility inspection and report of over 20 park, campground, and museum sites across a 200 mile wide span of Riverside County. Each site was evaluated by our in-house Certified Access Specialist (CASp), followed by code verification, report preparation and a presentation. Value: $85,000 (Design.' Report Preparation; Dates: 2018 - 2019 Reference: Analicia Gomez, Senior Park Planner 4 Riverside County Regional Park and Open Space District (951) 955-6998 analiciagomez@rivco.org Project: JURUPA COMMUNITY SERVICES DISTRICT - CASp SERVICES Services: For this project, Community Works Design Group completed system -wide accessibility inspection and report of over 15 parks, trails, and facilities. Each site was evaluated by our in-house Certified Access Specialist (CASp), followed by code verification, report preparation and presentation to Boards and Commissions. Value: S45,000 (Design, Report Preparation)2018 - 2019 Dates: Wendy Landreth, CPRP Reference: Jurupa Community Services District (951) 727-3524 1 wlandreth@jcsd.us COMMUNITY SERVICES DISTRICT STATEMENT OF QUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHITECTURE SERVICES (SOQ# 09-21) CITY OF PALM SPRINGS 1& 21 w„.. APRIL 1, 2021 qW Project: Services: CITY OF COLTON - COMMUNITY ENTRY DESIGN Community Works Design Group worked with the City of Colton designing enhanced landscape and community identity signage at key entry points to the City. CWDG provided conceptual drawings; cost estimating; construction drawings; construction administration and inspection services for this multi -year project. Value: S65,000 i:Designj Dates: 2015 - 2019 Reference: Jessica Sutorus, Env. Conservation Supervisor City of Colton (909) 370-5561 1 jsutorus@coltonca.gov Project: HIDDEN VALLEY NATURE CENTER - EXHIBIT DESIGN Services: Community Works Design Group was chosen to prepare inactive exhibits, welcome signage, accessibility improvements, and shade improvements, and restroom improvements to Riverside County's Hidden Valley Nature Center and Wildlife Area. CWDG is working as Prime consultant on this project's multi -disciplinary design team, and is providing conceptual design, cost estimating, and construction drawing services for the client. Value: $85,000 (Design) Dates: 2019 -current Reference: Analicia Gomez, Senior Park Planner r Riverside County Regional Park and Open Space District I _ (951) 9SS-6998 , analiciagomez(4,:rivco.org STATEMENT OF QUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHITECTURE SERVICES (SOQ# 09-21) 4 . CITY OF PALM SPRINGS 22 a»..�► APRIL 1, 2021 3. SCOPE OF WORK Upon City approval of our contract and issuance of a formal Notice to Proceed for each project, we will immediately begin with the applicable feasibility studies, conceptual design, community outreach, and preparation of plans, specifications, and estimates (PS&E) necessary to obtain full City and applicable Agency approvals prior to construction. All scope items within the City's RFQ are included, even if not specifically noted below. ELLQIECTI I 1• Prior to the City kick-off meeting (either online via Zoom or equivalent, or in -person with appropriate COVID safety measures in place), we will meet internally to ensure our team members continue to hold schedules clear of other obligations. We will develop our Basecamp site for each project and will invite applicable City staff full access, so that there is full transparency to our team's progress on the project. This site will also provide a place to track questions posed to both the City and to the consultant team, as well as a frequently -updated project schedule. 2. While our subconsultant civil engineering survey company, Engineering Resources of Southern California ;ERSC,- performs topographic survey, we will visit the project site to compile site photographs, key measurements, etc. Our in-house Certified Irrigation Designer and ISA Certified Arborist will document existing irrigation and tree conditions. Our in-house Certified Access Specialist will perform an accessibility review of the existing landscape or park improvements. We will include our environmental consultant if historic or culturally significant buildings or features are involved with the project area. 3. Depending on the project, we will either utilize general City -anticipated design assumptions relating to geotechnical conditions of the project site, or will request our subconsultant, Geocon West, to perform soil investigation on site. 4. With the site reconnaissance completed, we will prepare an updated cost projection for City review and input. We will remain available to meet (virtually or safely in person) to discuss in depth with City staff. 5. Depending on the project scope, the level of environmental analysis of the project site may vary. In some cases, not much will be needed beyond broad -stroke studies performed by our team in support of the City's internal processing of CEQA-related reporting. Our environmental consultant, The Altum Group, is capable of providing a wide range of environmental services. We have relied on their team for projects requiring multi -agency clearance due to environmentally sensitive areas. TASK 2 - CONCEPTUAI , DESIGN/ COMMUNITY OUTREACH 1. We will actively participate in the City's public input meetings in order to get a full understanding of the community's needs and wants. We will be available to answer general questions, especially relating to rough costs of various desired amenities, and ideal synergy in placing features in relation to one another (such as ensuring public restrooms are as close as possible to play areas, etc.) STATEMENT OF QUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHITECTURE SERVICES (SOO # 09-21) CITY OF PALM SPRINGS 23 w.,.+� APRIL 1, 2021 0 2. We will funnel the community input data, synthesis and inventory into the preparation of a Preliminary Plan for the park site, that maximizes "green" opportunities while maintaining the integrity and overall goals of the park design. The initial Preliminary Plan will be presented to the City in blackline format for initial discussion and feedback. 3. A corresponding estimate of construction costs will be provided at a "rough order of magnitude" level, so that the costs of the improvements can be evaluated in relation to available budget. 4. Upon City review and discussion, we will revise the blackline concept and cost estimates as needed. 5. Once the City has determined the Preliminary Plan and Cost Estimate accurately reflect their vision for this phase of the project, we will fully develop, detail, render and present electronically the plan view and 3-d model of the preferred design alternative for the City's use in soliciting grants and updating the community about the park project. 6. We will assist the City in presenting the project layout to the applicable City Commissions and the full City Council for all approvals. 7. We will attend all live andlor web -based meetings as required during this phase of the project. This includes alapplicable and necessary Staff, Commission, and City Council meetings. S. We will assure that all associated agencies are consulted in regards to all utilities etc. and that all constraints are addressed, so that we can ensure that sufficient funding is being sought within the grant application(s), when applicable. W r tl Two additional examples of our 3-0 presentation l �:, techniques which vividly portray the various park amenity x - options, as prepared for a pfanned expansion to Easivale'. .� Community Park forJurupa Community Services District. k �r STATEMENT OF QUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHITECTURE SERVICES (SOO# 09-21) - CITY OF PALM SPRINGS 24 APRIL 1, 2021 go 1, We will utilize the City's input of our Task 1 data to use as a starting point for preliminary design. The layout will be overlaid onto a CAD base that will be developed from the topographic survey (or Coogle Earth placeholder until the survey is available). The initial concept will be prepared as blackline sketches for quick preparation and initial input, and progressively refined to hardline CAD drawings, then color renderings including 3-d views. 2. The developed concepts will be provided to the City in both digital and hard copy formats, and will be used as part of the community outreach updates. We will assist the City in disseminating information and providing responses to community input. Upon refining the design to align with City and community input, our team will expedite plans, specifications, and estimates to a 50% completion level for initial departmental review. This will include all necessary civil, landscape, and electrical plans, signed and stamped by applicable licensed design professionals, at sufficient detail to allow competitive public bids and clear construction interpretation. 4. As with all phases, we will remain flexible in our scheduling to meet with the City Staff as often as the City requests. Our Basecamp page will remain active and fully transparent to keep all project members accountable to the expedited project pace. We will continue to refine ail Plans, Specifications and Estimates to 90% and 100% levels, with City review and input at each level. Plans may include any or all of the following: demolition/protection Plans, accessibility exhibits, grading and drainage plans, partial street improvement plans, WQMP SWPPP documents, construction plans and details, irrigation plans and details, planting plans and details, electrical and lighting plans, and so on. Estimates will be updated at each milestone, or more often if necessary, so that there are no surprises when bids are received. We will develop the plans with a few additive alternates in mind, so that the City can maximize its available funding depending on the bidding climate preceding construction. We will continue to track the project schedule to remain in proper timing to reach construction completion. 1. We will provide fully documented submittal packages and will assist the City in processing the plans through the applicable departments. This will be kept transparent on our Basecamp site as well, with reminders provided at key deadlines on both the consultant side and City review side. 2. We will provide thorough response letters and open communication with all parties throughout the review process, ensuring the review process goes as efficiently as possible. »w STATEMENT OF QUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHITECTURE SERVICES (SOQ# 09-21) CITY OF PALM SPRINGS 25 APRIL 1, 2021 so f[1F -III 1. When the project goes out for competitive bidding, we will assist the City in the bid process, distributing bid packages, noting direction given to contractors, respond to Requests for Information and other questions asked. We will provide follow-up clarifications or addendum items for all electronic bids. 2. We will attend the pre -bid meeting and provide written minutes and follow up information as required. We will assist the City in obtaining and evaluating bids for the project as required. TASK CONSTRUCTION PHASE SERVICES 1. We will assist the City with construction administration assistance for specialty areas where specific technical expertise is required in determining conformance to design concepts and approved plans and specifications. 2. We will participate in construction meetings when requested, and at a frequency determined by the City. Based on our observations at the site and on the contractor's application for payment, we will assist in determining the amount owed to the contractor. We will review job drawings, as- builts, RFI's, samples and other submissions of the contractor for conformance with the design of the project and for compliance with the information given in the conformance contract documents, for the project. 3. We will review change orders and submittals for approval and issuance by the City. We will respond to requests for information from the contractor, issue field bulletins and requests for quotations. We will maintain updated RFI, Change Order and Submittal logs, which will be shared online via Basecamp app. 4. We will review as-builts and assist in the reproduction of the as -built information on disc, for the project, as well as ensuring that other close-out items are completed by the contractor and consultant team. 1. Community Works Design Group and its subconsultants will participate in all required City meetings, including public outreach, City Council and applicable Commissions. 2, Community Works Design Group will take the lead on keeping the project on schedule, will efficiently manage our consultant team, and will be diligent in our communication with the City relating to adhering to key deadlines. STATEMENT OF QUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHITECTURE SERVICES (SOQ# 09-21) CITY OF PALM SPRINGS 26 ». APRIL 1, 2021 0 4. REFERENCE PROJECT The project we have selected to best represent the breadth of our firm's landscape architecture services is Enchanted Hills Park for the City of Perris. This community park project is currently under construction. It incorporates approximately 10 acres of new amenities carefully integrated into a 23 acre site. The existing site is strewn with large rock outcroppings and includes an environmentally sensitive riparian zone. CWDG was initially brought aboard by the City of Perris for the community outreach and conceptual park planning in support of a Proposition 68 Statewide Park Program grant, with the application being successful and providing $8.5 million to fully fund the construction and associated soft costs. Client: CITY OF PERRIS Services rendered: CWDG served as prime consultant for master planning, assisted in public outreach for grant submittal preparation, and provided construction document preparation, bid support and construction administration +,currently underway). CWDG Staffing: Project Principal: Scott Rice Project Manager: Allison Rush Contact: Sabrina Chavez, Director of Community Services (951) 435-7220 ext. 278 schavez@cityofperris.org Reference Project: Enchanted Hills Park ""Prop 68 SPP - Round 3 - $8.5 M aivard tvinner" 23 acre site, approx. l0 ac improved-, $8 million (Currently under construction) Design fees:' May August 2019. Conceptual Design.: Community Outreach: $31,010 Service dates: May December 2020: Plans/ Specifications.' Estimates (PS&E): $333,490 Bidding/ Construction Administration: S131,810 ENCHANTED HILLS PARK CITY U PERRIS Community Works Design Group has been involved in Enchanted Hills Park from the conceptual design and community outreach process onward. We met onsite with local residents (pre-COVID) to determine their exact wants for the park, which is reflected in the outcome: 'Give us a park, but keep the natural look of the site!" In an effort to accomplish the task at hand, we worked with local indigenous groups to develop a fully - native planting palette swith the exception of the hybrid bermudagrass for the multi -use field). STATEMENT OF QUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHITECTURE SERVICES (SOO# 09-21) CITY OF PALM SPRINGS 2 APRIL 1, 2021 The selected plant palette was fully inspired by the Pechanga Band of Luiseno Indians, whose ancestral territory includes the park site. We have previously and recently helped other area tribes, including Serrano, Cahuilla, and Gabrieleno peoples, in developing landscape improvements reflecting their history and culture. In addition to the on -site community outreach, CWDG team presented multiple project updates to the City's Parks & Recreation Commission and to City Council as the project progressed. We assisted the City's team in the grant application to the State, and were involved in on -site meetings with the State's field representative during the grant finalization process. Enchanted Hills Park's design included many challenges. The largest challenge was the topography and soil structure, as the site has more than SO feet of vertical elevation change from one side to the other. Scott Rice, Principal Landscape Architect, used his accessibility prowess as a Certified Access Specialist (CASp) to maximize the project's accessibility by terracing amenities into accesssible cluster zones, each linked by a gently -sloped incline path, instead of directing park users through steep ramps or flights of stairs. The site was designed to balance cut and fill, with the fill areas being borrowed from loose colluvial soils on parts of the site to provide cover in areas with shallow bedrock. For example, the skate park has a 9 foot deep, owl -shaped bowl that will be built completely above the existing grade line, as to avoid excavating into shallow bedrock. Enchanted Hills Park is Riverside County's first SITES candidate project. The project works to incorporate the bedrock outcroppings as an integral part of the park's amenities and overall character. Above: Skate spot rendering with owl -shaped skate pool, inspired by an existing graffiti mural within the vacant park site, Below.- Rendering of full park improvements STATEMENT OF QUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHITECTURE SERVICES (SOO# 09-21) CITY OF PALM SPRINGS 28 APRIL 1, 2021 0 Other site amenities for Enchanted Hills Park include a large inclusive playground, with embankment slides routed between large boulders to remain. The proaecr includes a measured 1 A mile walking loop around the multiuse field, as well as a splash pad, basketball courts, exercise stations, and even a pair of side -by - side zip lines. A large outcropping of boulders will be set aside for selected artists from the City's High Schools to transform into large mural creations, similar in scale to the owl mural that inspired the owl- themed skate spot. With a park name like Enchanted Hills, we felt obliged to work in a Rapunzel tower play feature into the design. This feature is located at the highest elevation within the park site, but approximately 500 feet away from the main playground. This creates the vista of a tower off in the distance for imaginative play, but also allows for a secondary play zone within the park. At the pre bid meeting for the project, bidders expressed hesitation to bid the park because of the fear that encountering substantial amounts of bedrock could bust their budget. As opposed to having contractors substantially pad their pricing to account for the unknown, we interrupted the bid process and worked with the City to break out the project into separate sub -projects: first, bids were solicited to clear and grub the site, and haul away debris that has been illegally dumped on the site over time. Secondly, the grading scope was bid out to contractors that were intimately familiar with digging in local rocky soil. Finally, the graded site is being bid out to general contractors, free of subsurface unknowns. This has proven to be a 5500,O00+ net savings to the City, realized through the removal of padded portions of an overall consolidated bid. 5. LOCAL BUSINESS PREFERENCE PROGRAM While Community Works Design Group intends to utilize Coachella Valley -based subconsultants where possible, we are not requesting any additional points since we, as the prime consultant, are not headquartered within the Coachella Valley. STATEMENT OF QUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHITECTURE SERVICES (SOO# 09-21) CITY OF PALM SPRINGS 29 w.,..APRIL 1, 2021 Is G. REQUIRED FORMS ATTACHMENT "A" SIGNATURE AND ADDENDA ACKNOWLEDGEMENT FORM 1. Name of Company: Community Works Design Group, LLC Address: 4649 Brockton Avenue Riverside, CA 92506 Telephone Number: ( 951 ) 369-0700 Contact Person: Scott Rice, President E-Mail. Scott@cwdg.fun Tax Identification Number: 82-1854334 2. Type of Firm: ❑ Individual ❑ Partnership ® Limited Liability Company ❑ Corporation (State ) ❑ Other (specify) 3. Addenda Acknowledgement: Acknowledgment of receipt of any addenda issued by the City for this Request for SOQ is required to be submitted with your SOQ. Failure to acknowledge issued addenda may result in your SOQ being deemed non -responsive. (If no addenda were issued, write NIA.) I hereby acknowledge receipt of Addendum(s) Numbers 1,2,3 4. Please check below if you are requesting consideration of the Local Business Preference Program according to the Palm Springs Municipal Code Section 7.09.030. 1 hereby request consideration of the Local Business Preference Program and a copy of current business license for the firm or sub -consultant is/are included. 5. 1 hereby certify that I have the authority to submit this SOQ to the City of Palm Springs for the above listed individual or company. I certify that I have the authority to bind myself/this company in a contract should I be successful in my SOQ. Rice, President �Al) AND T1TLE SIGNATURE AND DATE STATEMENT OF QUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHITECTURE SERVICES (SOQ# 09-21) CITY OF PALM SPRINGS a w... APRIL 1, 2021 0 i 4ALM SA SOQ #09-21 ON -CALL LANDSCAPE ARCHITECTURAL SERVICES o. F• ADDENDUM NO. 1 This Addendum is being issued for the following changes and informational items: THE FOLLOWING REVISIONS AND/OR ADDITIONS TO THE SPECIFICATIONS AND INSTRUCTIONS ARE TO BE INCLUDED IN THE ORIGINAL DRAWINGS AND SPECIFICATIONS. THIS ADDENDUM SHALL TAKE PRECEDENCE OVER ANYTHING CONTRARY ON THE PREVIOUSLY ISSUED SPECIFICATIONS AND INSTRUCTIONS AND SHALL BE REFERRED TO HEREINAFTER AS PART OF THE CONTRACT DOCUMENTS. The City has received the following questions and is hereby providing answers thereto: Q 1: We received the email below regarding SOQ 09-21 but do not see Golf Course Design in the scope. Could you please confirm whether there is a need for golf course design services in this particular SOQ? A ;I: There is no need for golf course design services in this SOQ. BY ORDER OF THE CITY OF PALM SPRINGS, CALIFORNIA Procurement & Contracting Manager, Acting DATE: March 18, 2021 ADDENDUM ACKNOWLEDGMENT: Proposer Firm Name: Authorized Signature: Date: 3 '31 -:2021 Acknowledgment of Receipt of Addendum 1 is required by signing and returning a copy of this addendum with your response. Failure to acknowledge this Addendum may result in your SOQ being deemed non -responsive. STATEMENT OF QUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHITECTURE SERVICES (SOO# 09-21) CITY OF PALM SPRINGS b �.. APRIL 1, 2021 4 PALM 0 y+ SOQ #09-21 u ON -CALL LANDSCAPE ARCHITECTURAL SERVICES ' ADDENDUM NO. 2 This Addendum is being issued for the following changes and informational items: THE FOLLOWING REVISIONS AND/OR ADDITIONS TO THE SPECIFICATIONS AND INSTRUCTIONS ARE TO BE INCLUDED IN THE ORIGINAL DRAWINGS AND SPECIFICATIONS. THIS ADDENDUM SHALL TAKE PRECEDENCE OVER ANYTHING CONTRARY ON THE PREVIOUSLY ISSUED SPECIFICATIONS AND INSTRUCTIONS AND SHALL BE REFERRED TO HEREINAFTER AS PART OF THE CONTRACT DOCUMENTS. The City has received the following questions and is hereby providing answers thereto: Q 1: May a front cover and table of contents be included? If so, may it be excluded from the page count? A 1: Front cover and table of contents (not required) are included towards the 30 page count. Q 2: Is the Cost Proposal included in the page count? A 2: No Q 3: Can the local business preference apply if we have included a certified local business as a sub consultant on our team? A 3: Per the language in the SOQ, five (5) points will be awarded to a consultant that requests consideration of the local business preference and qualifies as a local business. A consultant that does not meet the definition of "local business" in the SOQ will not be awarded any points. For example, a consultant that does not operate or perfonn business on a day to day basis within the Coachella Valley would not be eligible for consideration of the local business preference, even if they employ a sub -consultant that meets the definition of a local business. BY ORDER OF THE CITY OF PALM SPRINGS, CALIFORNIA Procurement & Contracting Manager, Acting DATE: March 22, 2021 ADDENDUM ACKNOWLEDGMENT: Proposer Firm Name: Authorized Signature: Date: 3::31l2021 Dcsign Group, LLC Acknowledgment of Receipt of &6endum 2 is required by signing and returning a copy of this addendum with your response. Failure to acknowledge this Addendum may result in your SOQ being deemed non -responsive. STATEMENT OF QUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHITECTURE SERVICES (SOQ# 09-21) CITY OF PALM SPRINGS c �...� APRIL 1, 2021 , 1 4AtM S 0P�A�i SOO #09-21 N ON -CALL LANDSCAPE ARCHITECTURAL SERVICES ADDENDUM NO. 3 Ito " This Addendum is being issued for the following changes and informational items: THE FOLLOWING REVISIONS AND/OR ADDITIONS TO THE SPECIFICATIONS AND INSTRUCTIONS ARE TO BE INCLUDED IN THE ORIGINAL DRAWINGS AND SPECIFICATIONS. THIS ADDENDUM SHALL TAKE PRECEDENCE OVER ANYTHING CONTRARY ON THE PREVIOUSLY ISSUED SPECIFICATIONS AND INSTRUCTIONS AND SHALL BE REFERRED TO HEREINAFTER AS PART OF THE CONTRACT DOCUMENTS. The City has received the following questions and is hereby providing answers thereto: Q 1 Is the 30 page limit for double sided or single sided printing A 1: Double sided. BY ORDER OF THE CITY OF PALM SPRINGS, CALIFORNIA • j & a- akm - Procurement & Contracting Manager, Acting DATE: March 25, 2021 ADDENDUM ACKNOWLEDGMENT: Proposer Firm Name: Authorized Signature: Date: 3 31 2021 Design Group, LLC Acknowledgment of Receipt of Agendum 3 is required by signing and returning a copy of this addendum with your response. Failure to acknowledge this Addendum may result in your SOO being deemed non -responsive. STATEMENT OF QUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHITECTURE SERVICES (SOQ# 09-21) CITY OF PALM SPRINGS d w„,. APRIL 1, 2021 0 ATTACHMENT "B" NON -COLLUSION DECLARATION FORM -he undersigned, deposes and says that he, she or they is/are an authorized representative of Community Works Design Group, LLC the party making the foregoing SOQ. (name of company) • That the SOQ is not made in the interests of, or on the behalf of, any undisclosed person, partnership, company, association, organization: or corporation • That the SOQ is genuine and not collusive or sham • That the proposer has not directly or indirectly induced or solicited any other proposer to put in a false or sham SOQ, and has not directly or indirectly colluded, conspired, connived, or agreed with any proposer or anyone else to put in a sham SOQ, or that anyone shall refrain from proposing • That the proposer has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the SOQ price of the proposer or any other proposer, or to fix any overhead, profit, or cost element of the SOQ price, or of that of any other proposer, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract • That all statements contained in the SOQ are true • That the proposer has not, directly or indirectly, submitted his or her SOQ price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereof, or paid, and will not pay, any fee to any corporation, partnership, company, association, organization, proposal depository, or any other member or agent thereof to effectuate a collusive or sham SOQ, • Any person executing this declaration on behalf of a bidder that is a corporation, partnership, joint venture, limited liability company, limited liability partnership, or any other entity, hereby represents that he or she has full power to execute, and does execute, this declaration on behalf of the bidder NAME and TITLE of Authorized Representative: (Print) _ Scott Rice, President Signature and Date of Authorized Representative: (Sign) _ (Date) March 31, 2021 STATEMENT OFMUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHITECTURE SERVICES (SOQ# 09-21) CITY OF PALM SPRINGS e �A..�► APRIL 1, 2021 ip ATTACHMENT "C" CONFLICT OF INTEREST AND NON-DISCRIMINATION CERTIFICATION Conflict of Interest. Consultant acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in the Agreement nor shall Consultant enter into any agreement of any kind with any such officer or employee during the term of the Agreement and for one year thereafter. Consultant warrants that Consultant has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining the Agreement. Covenant Against Discrimination. In connection with its performance under the Agreement, Consultant shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin ( i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a "prohibited basis"). Consultant shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City's lawful capacity to enter the Agreement, and in executing the Agreement, Consultant certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Consultant activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Consultant is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting. NAME OF COMPANY: Community Works Design Group, LLC NAME and TITLE of Authorized Representative: (Print) Scott Rice, President Signature and [date of Authorized Representative: (Sign) (Date) March 31, 2021 STATEMENT OF QUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHITECTURE SERVICES (SOQ# 09-21) CITY OF PALM SPRINGS APRIL 1, 2021 1* �` � pPtM sp4 �e �y Y N e'�[rroaN�p PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM 1. Name of Entity Community Works Design Group, LLC 2. Address of Entity (Principle Place of Business) 4649 Brockton Avenue, Riverside, CA 92506 3. Local or California Address (if different than #2) 4. State where Entity is Registered with Secretary of State California If other than California, is the Entity also registered in California? FJ Yes Fj No 5. Type of Entity ❑ Corporation 0 Limited Liability Company ❑ Partnership ❑Trust ❑ Other (please specify) 6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: If any response is not a natural person, please identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust or other entity Scott Rice _ ® Officer ❑ Director ❑ Member ® Manager [name] ❑ General Partner ❑ Limited Partner ❑ Other ❑ Officer ❑ Director ❑ Member ❑ Manager [name] ❑ General Partner ❑ Limited Partner ❑ Other ❑ Officer ❑ Director ❑ Member ❑ Manager [name] ❑ General Partner ❑ Limited Partner ❑ Other STATEMENT OF QUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHITECTURE SERVICES (SOO# 09-21) CITY OF PALM SPRINGS to APRIL 1, 2021 go 7. Owners/investors with a 5%beneficial interest in the Applicant Entity or a related entity EXAMPLE JANE DOE 50% ABC COMPANY, Inc. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] A. Scott Rice, an individual 90%, Community Works Design Group, LLC [name of owner/investor] [percentage of beneficial interest in entity and name of entity] B. T. I. Maloney, Inc., a California corporation 10%, Community Works Design Group, LLC [name of owner/investor) [percentage of beneficial interest in entity and name of entity] C. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] D. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] E. [name of ownerlinvestor] [percentage of beneficial interest in entity and name of entity] I DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT. Signature of Disclosing Party, Printed Date Name, Title March 31, 2021 Scott Rice, President STATEMENT OF QUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHITECTURE SERVICES (SOQ# 09-21) CITY OF PALM SPRINGS h APRIL 1, 2021 PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM 1. Name of Entity T.I. Maloney, Inc. 2. Address of Entity (Principle Place of Business) 4649 Brockton Avenue, Riverside, CA 92506 3. Local or California Address (if different than #2) 4. State where Entity is Registered with Secretary of State California If other than California, is the Entity also registered in California? 171 Yes 0 No 5. Type of Entity ❑X Corporation ❑ Limited Liability Company ❑ Partnership ❑ Trust ❑ Other (please specify) 6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note. If any response is not a natural person, please identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust or other entity Timothy I. Maloney ® Officer ❑ Director ❑ Member ® Manager [name] ❑ General Partner ❑ Limited Partner ❑ Other _. ❑ Officer ❑ Director ❑ Member ❑ Manager [name] ❑ General Partner ❑ Limited Partner ❑ Other__ ❑ Officer ❑ Director [:]Member ❑ Manager (name] ❑ General Partner ❑ Limited Partner ❑ Other .. STATEMENT OF QUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHITECTURE SERVICES (SOO# 09-21) CITY OF PALM SPRINGS ��..•� APRIL 1, 2021 40 7. Owners/investors with a 5% beneficial interest in the Applicant Entity or a related entity EXAMPLE JANEDOE 50% ABC COMPANY, Inc. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] A. Timothy I. Maloney, an individual 100%, T. I. Maloney, Inc. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] B. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] C. [name of ownerlinvestor] [percentage of beneficial interest in entity and name of entity] D. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] E. [name of owner/investor] [percentage of beneficial i nterest in entity and name of entity] I DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT. Signature of Disclosing Party, Printed Date Name, Ti March 31, 2021 Timothy I. Maloney, resident STATEMENT OF QUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHITECTURE SERVICES (SOQ# 09-21) CITY OF PALM SPRINGS APRIL 1, 2021 (a ATTACHMENT "E" SAMPLE PROFESSIONAL SERVICES AGREEMENT FOR ON -CALL SERVICES Please review the Request for SOQ and Agreement. If your company would like to request any modifications to the Agreement or take exception to language in the Request for SOQ, identify all requested changes or exceptions as Attachment "E" in your SOQ. If you have no requested changes or exceptions, then identify that in Attachment "E" of your SOQ. Please note that the exhibits in the attached Agreement are intentionally not complete. These exhibits will be negotiated with the selected Consultant(s) and will appear in the final Agreement executed between the parties. Community Works Design Group has no requested changes or exceptions to the Sample Professional Services Agreement for On -Call Services. A Sample of the City's Professional Services Agreement for On -Call Services are on the pages that follow STATEMENT OF QUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHITECTURE SERVICES (SOQ# 09-21) �,. CITY OF PALM SPRINGS k ��..► APRIL 1, 2021 PROFESSIONAL SERVICES AGREEMENT (PROJECT NAME AND/OR CONSULTANTS NAME) THIS PROFESSIONAL SERVICES AGREEMENT ( "Agreement") is entered into, and effective on , 20_, between the CITY OF PALM SPRINGS, a California charter city and municipal corporation, ("City") and , a , ("Consultant"). City and Consultant are individually referred to as "Party" and are collectively referred to as the "Parties". RECITALS A. City requires the services of a for ("Project"). B. Consultant has submitted to City a proposal to provide to City under the terms of this Agreement. C. Consultant is qualified by virtue of its experience, training, education, reputation, and expertise to provide these services and has agreed to provide such services as provided in this Agreement. D. City desires to retain Consultant to provide such professional services. NOW, THEREFORE, in consideration of the promises and mutual obligations, covenants, and conditions contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: AGREEMENT 1. SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant agrees to perform the professional services set forth in the Scope of Services described in Exhibit "A" (the "Services" or "Work"), which is attached and incorporated herein by this reference. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that Consultant is a provider of first class work and professional services and that Consultant is experienced in performing the Work contemplated and, in light of such status and experience, Consultant covenants that it shall perform the Work in a competent, professional, and satisfactory manner consistent with the level of care and skill ordinarily exercised by high quality, experienced and well qualified members of the profession currently practicing under similar conditions. 1.2 Contract Documents. The Agreement between the Parties shall consist of the following: (1) this Agreement; (2) the Scope of Services; (3) the City's Request for Proposals; and, (4) the Consultant's signed, original proposal submitted to the City ("Consultant's Proposal"), (collectively referred to as the "Contract Documents"). The City's Request for STATEMENT OF QUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHITECTURE SERVICES (SOQ# 09-21) CITY OF PALM SPRINGS �.... APRIL 1, 2021 0 Proposals and the Consultant's Proposal, which are both attached as Exhibits "B" and "C", respectively, are incorporated herein by this reference and are made a part of this Agreement. The Scope of Services shall include the Consultant's Proposal. All provisions of the Scope of Services, the City's Request for Proposals and the Consultant's Proposal shall be binding on the Parties. Should any conflict or inconsistency exist in the Contract Documents, the conflict or inconsistency shall be resolved by applying the provisions in the highest priority document, which shall be determined in the following order of priority: (I") the provisions of the Scope of Services (Exhibit "A"); (2111) the provisions of the City's Request for Proposal (Exhibit "B"); (3d) the terms of this Agreement; and, (41h) the provisions of the Consultant's Proposal (Exhibit "C,). 1.3 _Compliance with Law. Consultant warrants that all Services rendered shall be performed in accordance with all applicable federal, state, and local laws, statutes, ordinances lawful orders, rules, and regulations. Consultant shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. 1.4 Licenses, Permits. Fees. and Assessments. Consultant represents and warrants to City that it has obtained all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession and perform the Work required by this Agreement. Consultant represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, qualification, or approval that is legally required for Consultant to perform the Work and under this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant's performance of the Work required by this Agreement. Consultant shall indemnify, defend, and hold harmless City against any such fees, assessments, taxes penalties, or interest levied, assessed, or imposed against City to the fullest extent permitted by law. 1.5 Familiarity with Work. By executing this Agreement, Consultant warrants that Consultant (a) has thoroughly investigated and considered the Scope of Services to be performed, (b) has carefully considered how the Services should be performed, and (c) fully understands the facilities, difficulties, and restrictions attending performance of the Services under this Agreement. If the Services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of any Services. Should the Consultant discover any latent or unknown conditions that will materially affect the performance of the Services, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the City. 1.5 Care of Work. Consultant shall adopt reasonable methods during the term of the Agreement to furnish continuous protection to the Work and the equipment, materials, papers, documents, plans, studies, andror other components to prevent losses or damages. Consultant shall be responsible for all such damages, to persons or property, until acceptance of the Work by the City, except such losses or damages as may be caused by City's own negligence. . STATEMENT OF QUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHITECTURE SERVICES (SOQ# 09-21) galk ti- CITY OF PALM SPRINGS m V APRIL 1, 2021 1.7 Further Resnonsibilities of Parties. Parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Parties agree to act in good faith to execute all instruments, prepare all documents, and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. 1.8 Additional Services. City shall have the right at any time during the performance of the Services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to, or deducting from such Work. No such extra work may be undertaken unless a written order is first given by the City to the Consultant, incorporating any adjustment in (i) the Maximum Contract Amount, as defined below, and/or (ii) the time to perform this Agreement. Any adjustments must also be approved in writing by the Consultant. Any increase in compensation of up to twenty-five percent (25%) of the Maximum Contract Amount or $25,000, whichever is less, or in the time to perform of up to thirty (30) days, may be approved by the City Manager, or his designee, as may be needed to perform any extra work. Any greater increases, occurring either separately or cumulatively, must be approved by the Palm Springs City Council. It is expressly understood by Consultant that the provisions of this section shall not apply to the services specifically set forth or reasonably contemplated within the Scope of Services. 2. COMPENSATION 2.1 Maximum Contract Amount. For the Services rendered under this Agreement, Consultant shall be compensated by City in accordance with the Schedule of Compensation, which is attached as Exhibit "D" and incorporated herein by this reference. Compensation shall not exceed the maximum contract amount of [INSERT NOT TO EXCEED CONTRACT AMOUNT] Dollars, ($.... . ) ("Maximum Contract Amount"), except as may be provided under Section 1.8. The method of compensation shall be as set forth in Exhibit "D." Compensation for necessary expenditures for reproduction costs, telephone expenses, and transportation expenses must be approved in advance by the Contract Officer designated under Section 4.2 and will only be approved if such expenses are also specified in the Schedule of Compensation. The Maximum Contract Amount shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City. Consultant shall not be entitled to any increase in the Maximum Contract Amount for attending these meetings. Consultant accepts the risk that the services identified in the Scope of Services may be more costly and.`or time- consuming than Consultant anticipates, that Consultant shall not be entitled to additional compensation, and that the provisions of Section 1.8 shall not be applicable to the services identified in the Scope of Services. If the City's Maximum Contract Amount is reached before the Consultant's Services under this Agreement are completed, Consultant shall complete the Work and City shall not be liable for payment beyond the Maximum Contract Amount. 2.2. Method of Payment. Unless another method of payment is specified in the Schedule of Compensation (Exhibit "D"), in any month in which Consultant wishes to receive payment, Consultant shall submit to the City an invoice for Services rendered prior to the date of the invoice. The invoice shall be in a form approved by the City's Finance Director and must be submitted no later than the tenth (10) working day of such month. Such requests shall be based upon the amount and value of the Services performed by Consultant and accompanied by such �• STATEMENT OF QUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHITECTURE SERVICES (SOQ# 09-21) AM - CITY OF PALM SPRINGS n �....� APRIL 1, 2021 IV reporting data including an itemized breakdown of all costs incurred and tasks performed during the period covered by the invoice, as may be required by the City. City shall use reasonable efforts to make payments to Consultant within forty-five (45) days after receipt of the invoice or as soon as is reasonably practical. There shall be a maximum of one payment per month. 2.3 Chan es in Scope. In the event any change or changes in the Scope of Services is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents, work product, or work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Consultant's profession. 2.4 Appropriations. This Agreement is subject to and contingent upon funds being appropriated by the City Council for each fiscal year covered by the Agreement. If such appropriations are not made, this Agreement shall automatically terminate without penalty to the City. 3. SCHEDULE OF PERFORMANCE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. The time for completion of the services to be performed by Consultant is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently the Work of this Agreement according to the agreed upon attached Schedule of Performance (Exhibit "E"), incorporated herein by this reference. Neither Party shall be accountable for delays in performance caused by any condition beyond the reasonable control and without the fault or negligence of the non -performing Party. Delays shall not entitle Consultant to any additional compensation regardless of the Party responsible for the delay. 3.2 Schedule of Performance. Consultant shall commence the Services under this Agreement upon receipt of a written notice to proceed and shall perform all Services within the time period(s) established in the Schedule of Performance. When requested by Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer, but such extensions shall not exceed one hundred eighty (180) days cumulatively; however, the City shall not be obligated to grant such an extension. 3.3 Force Maieure. The time for performance of Services to be rendered under this Agreement may be extended because of any delays due to a Force Majeure Event, if Consultant notifies the Contract Officer within ten (10) days of the commencement of the Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Consultant's performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in STATEMENT OF QUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHITECTURE SERVICES (SOQ# 09-21) CITY OF PALM SPRINGS o �....+APRIL 1, 2021 fm and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, "orders of governmental authorities," includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority. After Consultant notification, the Contract Officer shall investigate the facts and the extent of any necessary delay, and extend the time for performing the Services for the period of the enforced delay when and if, in the Contract Officer's judgment, such delay is justified. The Contract Officer's determination shall be final and conclusive upon the Parties to this Agreement. The Consultant will not receive an adjustment to the contract price or any other compensation. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement. 3.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of (weeks:'months), commencing on , 201_, and ending on _ 202 , unless extended by mutual written agreement of the Parties. However, the term shall not exceed three (3) years from the commencement date, except as otherwise provided in the Schedule of Performance described in Section 3.2 above. 3.5 Termination Prior to Expiration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Consultant. Where termination is due to the fault of Consultant and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Consultant shall immediately cease all Services except such as may be specifically approved by the Contract Officer. Consultant shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer after such notice. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed Services, and shall not be entitled to damages or compensation for termination of Work. Consultant may not terminate this Agreement except for cause, upon thirty (30) days written notice to City. 4. COORDINATION OF WORK 4.1 Representative of Consultant. The following principal of Consultant is designated as being the principal and representative of Consultant authorized to act in its behalf and make all decisions with respect to the Services to be performed under this Agreement: [INSERT NAME], [INSERT TITLE]. It is expressly understood that the experience, knowledge, education, capability, expertise, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the Services performed hereunder. The foregoing principal may not be changed by Consultant without prior written approval of the Contract Officer. 4.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Consultant shall be responsible for keeping the Contract Officer •w STATEMENT OF QUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHITECTURE SERVICES (SOO# 09-21) CITY OF PALM SPRINGS p �. APRIL 1, 2021 0 fully informed of the progress of the performance of the Services. Consultant shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. 4.3 Prohibition A ainst Subcontracting or Assignments '. The experience, knowledge, education, capability, and reputation of Consultant, its principals and employees, were a substantial inducement for City to enter into this Agreement. Consultant shall not contract with any other individual or entity to perform any Services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Subcontracts, if any, shall contain a provisions making them subject to all provisions stipulated in this Agreement including without limitation the insurance and indemnification requirements. If Consultant is permitted to subcontract any part of this Agreement by City, Consultant shall be responsible to City for the acts and omissions of its subConsultant(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subConsultant and City. All persons engaged in the Work will be considered employees of Consultant. City will deal directly with and will make all payments to Consultant. In addition, neither this Agreement nor any interest in this Agreement may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written consent of City. Transfers restricted in this Agreement shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership andior control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release Consultant or any surety of Consultant from any Iiability under this Agreement without the express written consent of City. 4.4 Indwendent Consultant. The legal relationship between the Parties is that of an independent Consultant, and nothing shall be deemed to make Consultant a City employee. A. During the performance of this Agreement, Consultant and its officers, employees, and agents shall act in an independent capacity and shall not act or represent themselves as City officers or employees. The personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Neither City nor any of its officers, employees, or agents shall have control over the conduct of Consultant or any of its officers, employees, or agents, except as set forth in this Agreement. Consultant, its officers, employees, or agents shall not maintain an office or any other type of fixed business location at City's offices. City shall have no voice in the selection, discharge, supervision, or control of Consultant's employees, servants, representatives, or agents, or in fixing their number, compensation, or hours of service. Consultant shall pay all wages, salaries, and other amounts due its employees in connection with this Agreement and shall be responsible for all reports and obligations respecting them, including but not limited to social security income tax withholding, unemployment compensation, workers' compensation, and other similar matters. City shall not in any way or for any purpose be deemed to be a partner of C'nn,mItant in itc hii%inPcc nr nthPrwke n inint venturer nr a mPmhPr of nnv inint PntPmrke with STATEMENT OF QUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHITECTURE SERVICES (SOO# 09-21) CITY OF PALM SPRINGS q �.,;..� APRIL 1, 2021 0 B. Consultant shall not have any authority to bind City in any manner. This includes the power to incur any debt, obligation, or liability against City. C. No City benefits shall be available to Consultant, its officers, employees, or agents in connection with any performance under this Agreement. Except for professional fees paid to Consultant as provided for in this Agreement, City shall not pay salaries, wages, or other compensation to Consultant for the performance of Services under this Agreement. City shall not be liable for compensation or indemnification to Consultant, its officers, employees, or agents, for injury or sickness arising out of performing Services. If for any reason any court or governmental agency determines that the City has financial obligations, other than under Section 2 and Subsection 1.8 in this Agreement, of any nature relating to salary, taxes, or benefits of Consultant's officers, employees, servants, representatives, subConsultants, or agents, Consultant shall indemnify City for all such financial obligations. 4.5 California Labor Code Re uirements. A. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects ("Prevailing Wage Laws"). If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). B. If the Services are being performed as part of an applicable "public works" or "maintenance" project and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant's sole responsibility to comply with all applicable registration and labor compliance requirements. 5. INSURANCE 5.1 Types of Insurance. Consultant shall procure and maintain, at its sole cost and STATEMENT OF QUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHITECTURE SERVICES (SOQ# 09-21) CITY OF PALM SPRINGS is w,,..- APRIL 1, 2021 expense, the insurance described herein. The insurance shall be for the duration of this Agreement and includes any extensions, unless otherwise specified in this Agreement. The insurance shall be procured in a form and content satisfactory to City. The insurance shall apply against claims which may arise from the Consultant's performance of Work under this Agreement, including Consultant's agents, representatives, or employees. In the event the City Manager determines that the Work or Services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Consultant agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the City Manager or his designee. Consultant shall immediately substitute any insurer whose A.M. Best rating drops below the levels specified in this Agreement. Except as otherwise authorized below for professional liability (errors and omissions) insurance, all insurance provided under this Agreement shall be on an occurrence basis. The minimum amount of insurance required shall be as follows: A. Errors and Omissions Insurance. Consultant shall obtain and maintain in full force and effect throughout the term of this Agreement, standard industry form professional liability (errors and omissions) insurance coverage in an amount of not less than one million dollars ($1,000,000.00) per occurrence and two -million dollars ($2,000,000.00) annual aggregate, in accordance with the provisions of this section. (1) Consultant shall either: (a) certify in writing to the City that Consultant is unaware of any professional liability claims made against Consultant and is unaware of any facts which may lead to such a claim against Consultant; or (b) if Consultant does not provide the certification under (a), Consultant shall procure from the professional liability insurer an endorsement providing that the required limits of the policy shall apply separately to claims arising from errors and omissions in the rendition of services under this Agreement. (2) If the policy of insurance is written on a "claims made" basis, the policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of three (3) years from the date of the completion of the Services provided hereunder. In the event of termination of the policy during this period, Consultant shall obtain continuing insurance coverage for the prior acts or omissions of Consultant during the course of performing Services under the terms of this Agreement. The coverage shall be evidenced by either a new policy evidencing no gap in coverage, or by obtaining separate extended "tail" coverage with the present or new carrier or other insurance arrangements providing for complete coverage, either of which shall be subject to the written approval by the City Manager. (3) In the event the policy of insurance is written on an "occurrence" basis, the policy shall be continued in full force and effect during the term of this Agreement, or until completion of the Services provided for in this Agreement, whichever is later. in the event of termination of the policy during this period, new coverage shall immediately be obtained to ensure coverage during the entire course of performing the Services under the terms of this Agreement. B. Workers' Compensation Insurance. Consultant shall obtain and maintain, STATEMENT OF QUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHITECTURE SERVICES (SOQ# 09-21) CITY OF PALM SPRINGS s APRIL 1, 2021 in full force and effect throughout the term of this Agreement, workers' compensation insurance in at least the minimum statutory amounts, and in compliance with all other statutory requirements, as required by the State of California. Consultant agrees to waive and obtain endorsements from its workers' compensation insurer waiving subrogation rights under its workers' compensation insurance policy against the City and to require each of its subConsultants, if any, to do likewise under their workers' compensation insurance policies. If Consultant has no employees, Consultant shall complete the City's Request for Waiver of Workers' Compensation Insurance Requirement form. C. Commercial General Liability Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of at least one million dollars ($1,000,000.00) and two million dollars ($2,000,000.00) general aggregate for bodily injury and property damage including coverages for contractual liability, personal injury, independent Consultants, broad form property damage, products and completed operations. D. Business Automobile Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of business automobile liability insurance written on a per occurrence basis with a single limit liability in the amount of one million dollars ($1,000,000.00) bodily injury and property damage. The policy shall include coverage for owned, non -owned, leased, and hired cars. E. Employer Liability Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of employer liability insurance written on a per occurrence basis with a policy limit of at least one million dollars ($1,000,000.00) for bodily injury or disease. 5.2 Deductibles and Self -Insured Retentions. Any deductibles or self -insured retentions must be declared to and approved by the City Manager or his/her designee prior to commencing any work or services under this Agreement. Consultant guarantees payment of all deductibles and self -insured retentions. City reserves the right to reject deductibles or self - insured retentions in excess of $10,000, and the City Manager or his/her designee may require evidence of pending claims and claims history as well as evidence of Consultant's ability to pay claims for all deductible amounts and self -insured retentions proposed in excess of$10,000. 5.3 Other Insurance Requirements. The following provisions shall apply to the insurance policies required of Consultant under this Agreement: A. For any claims related to this Agreement, Consultant's coverage shall be primary insurance with respect to the City and its officers, council members, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City and its officers, council members, officials, employees, agents, and volunteers shall be in excess of Consultant's insurance and shall not contribute with it. B. Any failure to comply with reporting or other provisions of the policies, STATEMENT OF QUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHITECTURE SERVICES (SOO# 09-21) Agmft CITY OF PALM SPRINGS Rim a,,a► APRIL 1, 2021 including breaches of warranties, shall not affect coverage provided to City and its officers, council members, officials, employees, agents, and volunteers. C. All insurance coverage and limits provided by Consultant and available or applicable to this Agreement are intended to apply to each insured, including additional insureds, against whom a claim is made or suit is brought to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations shall limit the application of such insurance coverage. D. No required insurance coverages may include any limiting endorsement which substantially impairs the coverages set forth in this Agreement (e.g., elimination of contractual liability or reduction of discovery period), unless the endorsement has first been submitted to the City Manager and approved in writing. E. Consultant agrees to require its insurer to modify insurance endorsements to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the endorsements. Certificates of insurance will not be accepted in lieu of required endorsements, and submittal of certificates without required endorsements may delay commencement of the Project. It is Consultant's obligation to ensure timely compliance with all insurance submittal requirements as provided in this Agreement. F. Consultant agrees to ensure that subConsultants, and any other parties involved with the Project who are brought onto or involved in the Project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subConsultants and others engaged in the Project will be submitted to the City for review. G. Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on the City nor does it waive any rights in this or any other regard. H. Consultant shall provide proof that policies of insurance required in this Agreement, expiring during the term of this Agreement, have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. Endorsements as required in this Agreement applicable to the renewing or new coverage shall be provided to City no later than ten (10) days prior to expiration of the lapsing coverage. 1. Requirements of specific insurance coverage features or limits contained in this section are not intended as limitations on coverage, limits, or other requirements, or as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not STATEMENT OF QUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHITECTURE SERVICES (SOQ# 09-21) CITY OF PALM SPRINGS u APRIL 1, 2021 go intended by any party or insured to be limiting or all-inclusive. J. The requirements in this section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impair the provisions of this section. K. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the Work performed under this Agreement and for any other claim or loss which may reduce the insurance available to pay claims arising out of this Agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City, or to reduce or dilute insurance available for payment of potential claims. L. Consultant agrees that the provisions of this section shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages resulting from the Consultant's activities or the activities of any person or person for which the Consultant is otherwise responsible. 5.4 Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best's Key Rating of B++, Class VII, or better, unless such requirements are waived in writing by the City Manager or his designee due to unique circumstances. 5.5 Verification_ of Coverage. Consultant shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, affecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Consultant's insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers' Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: A. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured... " ("as respects City of Palm Springs Contract No. " or 'for any and all work performed with the City" may be included in this statement). B. "This insurance is primary and non-contributory over any insurance or self- insurance the City may have..." ("as respects City of Palm Springs Contract No. or 'for any and all work performed with the City" may be included in this statement). »� STATEMENT OF QUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHITECTURE SERVICES (SOON 09-21) AZMbk a CITY OF PALM SPRINGS v �..,. APRIL 1, 2021 op C. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, "endeavor to" mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. D. Both the Workers' Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Consultant's obligation to provide them. 6. INDEMNIFICATION 6.1 Indemnification and Reimbursement. To the fullest extent permitted by law, Consultant shall defend (at Consultant's sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of persons (Consultant's employees included), for damage to property, including property owned by City, for any violation of any federal, state, or local law or ordinance or in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct committed by Consultant, its officers, employees, representatives, and agents, that arise out of or relate to Consultant's performance of Services or this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the Indemnified Parties. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Consultant's indemnification obligation or other liability under this Agreement. Consultant's indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. 6.2 Design Professional Services Indemnification and Reimbursement. If Consultant's obligation to defend, indemnify, and/or hold harmless arises out of Consultant's performance as a "design professional" (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant's indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant in the performance of the Services or this Agreement, and, upon Consultant obtaining STATEMENT OF QUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHITECTURE SERVICES (SOO# 09-21) CITY OF PALM SPRINGS w APRIL 1, 2021 a final adjudication by a court of competent jurisdiction, Consultant's liability for such claim, including the cost to defend, shall not exceed the Consultant's proportionate percentage of fault. 7. REPORTS AND RECORDS 7.11 Accounting Records. Consultant shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Consultant shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and to enable the Contract Officer to evaluate the performance of such Services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 7.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the Services required by this Agreement, or as the Contract Officer shall require. Consultant acknowledges that the City is greatly concerned about the cost of the Work to be performed under this Agreement. For this reason, Consultant agrees that Consultant shall promptly notify the Contract Officer the estimated increased or decreased cost if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the Services. If Consultant is providing design services, Consultant shall promptly notify the Contract Officer the estimated increased or decreased cost for the project being designed if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the design services. 7.3 Ownership of Documents. All drawings, specifications, reports, records, documents, memoranda, correspondence, computations, and other materials prepared by Consultant, its employees, subConsultants, and agents in the performance of this Agreement shall be the property of City and shall be promptly delivered to City upon request of the Contract Officer or upon the termination of this Agreement. Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials. Any use of such completed documents for other projects and."or use of incomplete documents without specific written authorization by the Consultant will be at the City's sole risk and without liability to Consultant, and the City shall indemnify the Consultant for all resulting damages. Consultant may retain copies of such documents for their own use. Consultant shall have an unrestricted right to use the concepts embodied tin this Agreement. Consultant shall ensure that all its subConsultants shall provide for assignment to City of any documents or materials prepared by them. In the event Consultant fails to secure such assignment, Consultant shall indemnify City for all resulting damages. 7.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of Services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. All information gained by Consultant in the performance of this Agreement shall be considered confidential and shall not be released by Consultant without City's prior written authorization. STATEMENT OF QUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHITECTURE SERVICES (SOQ# 09-21) CITY OF PALM SPRINGS x APRIL 1, 2021 7.5 Audit and Inspection of Records. After receipt of reasonable notice and during the regular business hours of City, Consultant shall provide City, or other agents of City, such access to Consultant's books, records, payroll documents, and facilities as City deems necessary to examine, copy, audit, and inspect all accounting books, records, work data, documents, and activities directly related to Consultant's performance under this Agreement. Consultant shall maintain such books, records, data, and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during the tern of this Agreement and for a period of three (3) years from the date of final payment by City hereunder. 8. ENFORCEMENT OF AGREEMENT 8.1 California Law and Venue. This Agreement shall be construed and interpreted both as to validity and as to performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such County, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 8.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. 8.3 Default of Consultant. Consultant's failure to comply with any provision of this Agreement shall constitute a default. A. If the City Manager, or his designee, determines that Consultant is in default in the performance of any of the terms or conditions of this Agreement, he/she shall notify Consultant in writing of such default. Consultant shall have ten (10) days, or such longer period as City may designate, to cure the default by rendering satisfactory performance. In the event Consultant fails to cure its default within such period of time, City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice of any remedy to which City may be entitled at law, in equity, or under this Agreement. Consultant shall be liable for all reasonable costs incurred by City as a result of such default. Compliance with the provisions of this section shall not constitute a waiver of any City right to take legal action in the event that the dispute is not cured, provided that nothing shall limit City's right to terminate this Agreement without cause under Section 3.5. B. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section STATEMENT OF QUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHITECTURE SERVICES (SOQ# 09-21) CITY OF PALM SPRINGS y �•.e.A APRIL 1, 2021 is 8.3A, take over the work and prosecute the same to completion by contract or otherwise. The Consultant shall be liable to the extent that the total cost for completion of the Services required hereunder exceeds the Maximum Contract Amount (provided that the City shall use reasonable efforts to mitigate such damages). The City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. The withholding or failure to withhold payments to Consultant shall not limit Consultant's liability for completion of the Services as provided in this Agreement. 8.4 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. Any waiver by the Parties of any default or breach of any covenant, condition, or term contained in this Agreement, shall not be construed to be a waiver of any subsequent or other default or breach, nor shall failure by the Parties to require exact, full, and complete compliance with any of the covenants, conditions, or terms contained in this Agreement be construed as changing the terms of this Agreement in any manner or preventing the Parties from enforcing the full provisions. 8.5 Rights and Remedies Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. 8.6 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, remedy or recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 8.7 Attorney Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non judicial proceeding, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to recover from the non -prevailing Party all reasonable costs and expenses. These include but are not limited to reasonable attorney fees, expert consultant fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding. To the extent authorized by law, in the event of a dismissal by the plaintiff or petitioner of the litigation or non judicial proceeding within thirty (30) days of the date set for trial or hearing, the other Party shall be deemed to be the prevailing Party in such litigation or proceeding. 9. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 9.1 Non -liability of City Officers and Em to ees. No officer or employee of the City shall be personally liable to the Consultant, or any successor -in -interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 9.2 Conflict of Interest. Consultant acknowledges that no officer or employee of the STATEMENT OF QUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHITECTURE SERVICES (SOQ# 09-21) CITY OF PALM SPRINGS z �.. APRIL 1, 2021 City has or shall have any direct or indirect financial interest in this Agreement nor shall Consultant enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one (1) year thereafter. Consultant warrants that Consultant has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 9.3 Covenant A ainst Discrimination. In connection with its performance under this Agreement, Consultant shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin ( i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a "prohibited basis"). Consultant shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City's lawful capacity to enter this Agreement, and in executing this Agreement, Consultant certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Consultant activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Consultant is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non- discrimination in city contracting. 10. MISCELLANEOUS PROVISIONS 10.1 Patent and Cogyright Infringement. To the fullest extent permissible under law, and in lieu of any other warranty by City or Consultant against patent or copyright infringement, statutory or otherwise: A. It is agreed that Consultant shall defend at its expense any claim or suit against City on account of any allegation that any item furnished under this Agreement, or the normal use or sale arising out of the performance of this Agreement, infringes upon any presently existing U.S. letters patent or copyright and Consultant shall pay all costs and damages finally awarded in any such suit or claim, provided that Consultant is promptly notified in writing of the suit or claim and given authority, information and assistance at Consultant's expense for the defense of same, and provided such suit or claim arises out of, pertains to, or is related to the negligence, recklessness or willful misconduct of Consultant. However, Consultant will not indemnify City if the suit or claim results from: (1) City's alteration of a deliverable, such that City's alteration of such deliverable created the infringement upon any presently existing U.S. letters patent or copyright; or (2) the use of a deliverable in combination with other material not provided by Consultant when it is such use in combination which infringes upon an existing U.S. letters patent or copyright. B. Consultant shall have sole control of the defense of any such claim or suit and all negotiations for settlement in the event City fails to cooperate in the defense of any suit or claim, provided, however, that such defense shall be at Consultant's expense. Consultant shall STATEMENT OF QUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHITECTURE SERVICES (SOQ# 09-21) CITY OF PALM SPRINGS film as �.� APRIL 1, 2021 not be obligated to indemnify City under any settlement that is made without Consultant's consent, which shall not be unreasonably withheld. If the use or sale of such item is enjoined as a result of the suit or claim, Consultant, at no expense to City, shall obtain for City the right to use and sell the item, or shall substitute an equivalent item acceptable to City and extend this patent and copyright indemnity thereto. 10.2 Notice. Any notice, demand, request, consent, approval, or communication that either party desires, or is required to give to the other party or any other person shall be in writing. All notices shall be personally delivered, sent by pre -paid First Class U.S. Mail, registered or certified mail, postage prepaid, return receipt requested, or delivered or sent by facsimile with attached evidence of completed transmission. All notices shall be deemed received upon the earlier of (i) the date of delivery to the address of the person to receive such notice if delivered personally or by messenger or overnight courier; (ii) five (5) business days after the date of posting by the United States Post Office if by mail; or (iii) when sent if given by facsimile. Any notice, request, demand, direction, or other communication sent by facsimile must be confirmed within forty-eight (48) hours by letter mailed or delivered. Other forms of electronic transmission such as e-mails, text messages, and instant messages are not acceptable manners of notice required hereunder. Notices or other communications shall be addressed as follows: To City: City of Palm Springs Attention: City Manager & City Clerk 3200 E. Tahquitz Canyon Way Palm springs, California 92262 Telephone: (760) 323-8204 Facsimile: (760) 323-8332 To Consultant: Attention: Telephone: Facsimile: 10.3 Integrated Agreement. This Agreement constitutes the entire understanding between the Parties and supersedes and cancels all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to the subject matter in this Agreement. 10.4 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement signed by all Parties. 10.5 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement shall be determined to be invalid by a final judgment or decree of a court of competent jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the reminder of that provision, or the remaining provisions of STATEMENT OF QUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHITECTURE SERVICES (SOQ# 09-21) CITY OF PALM SPRINGS ab 4, APRIL 1, 2021 0 this Agreement unless the invalid provision is so material that its invalidity deprives either Party of the basic benefit of their bargain or renders this Agreement meaningless. 10.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties' successors and assignees. 10.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third -party beneficiary or otherwise, upon any entity or person not a party to this Agreement. 10.7 Recitals. The above -referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same. 10.8. Corporate Authority. Each of the undersigned represents and warrants that (i) the Party for which he or she is executing this Agreement is duly authorized and existing, (ii) he or she is duly authorized to execute and deliver this Agreement on behalf of the Party for which he or she is signing, (iii) by so executing this Agreement, the Party for which he or she is signing is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which the Party for which he or she is signing is bound. 10.9 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. [SIGNATURES ON NEXT PAGE] STATEMENT OF QUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHITECTURE SERVICES (SOQ# 09-21) CITY OF PALM SPRINGS ac ».•� APRI L 1, 2021 SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND [***INSERT NAME* **I IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. "CITY" City of Palm Springs Date: By: David H. Ready, PhD City Manager APPROVED AS TO FORM: ATTEST By: By; Jeffrey S. Ballinger, Anthony Mejia, City Attorney City Clerk APPROVED BY CITY COUNCIL: Date: Agreement No. Corporations require two notarized signatures One signature nmst be from Chairman of Board, President or any Vice President The second signature must be from the Secretary, Assistant Secretary. Treasurer, Assistant Treasurer, or Chief Financial Officer CONSULTANT NAME: Check one Individual Partnership Corporation Address By B5 Signature (Notarized) Signature (Notarized) STATEMENT OF QUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHITECTURE SERVICES (SOQ# 09-21) CITY OF PALM SPRINGS ad �.. APRIL 1. 2021 0 CALIFOWI u ALL-PURPOSE ACIQiEO'WLEDGYENT CML CODE § 1189 �c. w w a�� i' � Ye�erc`r�.+C:.�C:�.,n.s�.�, ^.� ,�l�i rs_:e.¢rx era xa� c< rc<,�<rt`<.�K�_t= � r- � �_ �__.•..�•..:,,y�lffi A notary public at odw d5 w mrrowkq tl m wffii= vugkm ady the idsrrtRy of the Win&- kcd who atgaed do doelx wu to which this esrdfx:ata s attached, and not the tratlif hws, extxac% or vah ft of that docamam state of ck&bmia OmtrdY of On bdare me- tde PfY appeafed H" kmwt Aroma and Tide of die Oflfcar Naras JaISq I who proved to me an the be= of saiidactmy evidence to be the person(s) whose names) ware subscribed to the within atahvmard mrd ardatowledged to me Dud tre/a mAhey executed the emne to hisAwdH*r su#wxixed capactty(ws), and that by hk%ftwAhsir st patuTe(s) on the kabumerd the pis), or the entity upon behalf of which the paracn(a) acted, executed the irwb msnt- I owtity under P! NALTY OF PUUURY under the taws of the State of OaWombm that the foregoing paragraph is true Wild correct. WMESS my rand and of6ckd seat. skpallffe Muni of At fry Pubrw Pace Nay Beet Above OPl1011UE 7houah this secffon iv op*nw. oomp shag M irdww aGan am defsra0wation of die dbotrmerrt or fraualtdent reattachmerit of drs charm to an uninlermlod document. Description of Attached Document Trite or Type of Document: Number of Pages Document Date: Sig w(s) Other Than Named Above: CaPoaity{iee) QW:med by Sigrter(a) BignWs Nemec ❑ Oorponds officer -- Tom$ ❑ Pertrrar -- C] Limited ❑ Oe wwW ❑ buividusl ❑ Attorney to Fact ❑Trualsa ❑ Guamban or Carporvator ❑ Other_ 91wtsr Is Repreaert4irtg: signer's Kaffw. ❑ Comords mar — TM*k ❑ Partrw — ❑ Limited ❑ General ❑ htdwidual ❑ Attorney in Fact ❑Trustee ❑ Guardian or Conservator ❑ Other - signer is Paprassrfty OM4 Ndarraf NotaryAsaceiadi n • www7 icnstiJotnry cog • 14OD-U8 NDTARY (I403 870-9 M item #5W STATEMENT OF QUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHITECTURE SERVICES (SOO# 09-21) CITY OF PALM SPRINGS ae �». APRIL1,2021 EXHIBIT "A" SCOPE OF SERVICES w- STATEMENT OF QUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHITECTURE SERVICES (SOO# 09-21) CITY OF PALM SPRINGS aE �. APRIL 1, 2021 0 EXHIBIT "B" CITY'S REQUEST FOR PROPOSALS STATEMENT OF QUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHITECTURE SERVICES (SOQ# 09-21) CITY OF PALM SPRINGS ag APRIL 1, 2021 0 EXHIBIT "C" CONSULTANT'S PROPOSAL STATEMENT OF QUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHITECTURE SERVICES (SOO# 09-21) CITY OF PALM SPRINGS ah a, APRIL 1, 2021 EXHIBIT "D" SCHEDULE OF COMPENSATION STATEMENT OF QUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHITECTURE SERVICES (SOO# 09-21) CITY OF PALM SPRINGS ai w,,,� APRIL 1, 2021 EXHIBIT "E" SCHEDULE OF PERFORMANCE STATEMENT OF QUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHITECTURE SERVICES (SOQ# 09-21) CITY OF PALM SPRINGS j ..�► APRIL 1, 2021 qw EXHIBIT "D" SCHEDULE OF COMPENSATION Rev 5/1I20 55513 19165132900159 2 FEE PROPOSAL The following is our proposed rate schedule to provide all work mentioned in our Statement of Qualifications. Upon further discussion with City regarding exact scope for specific projects, we will expand upon each task with hourly breakdowns and a "per consultant" matrix. Principal Landscape Architect's time at the fixed rate of. $195.00 per Hour Certified Access Specialist's time at the fixed rate of: $195.00 per Hour Senior Landscape Architect's time at the fixed rate of: $155.00 per Hour ISA Certified Arborist's time at the fixed rate of. $155.00 per Hour Certified Irrigation Designer's time at the fixed rate of. $135.00 per Hour Certified Playground Safety Inspector's time at the fixed rate of $135.00 per Hour Landscape Designer's time at the fixed rate of: Professional Staffs time at the fixed rate of. OUTSIDE CONSULTANTS $1 15.00 per Hour $ 75.00 per Hour Services of outside consultants not listed in this proposal, at our direct cost, plus 15% of the actual cost of their services for coordination. REIMBURSABLE ITEMS Reimbursable items, such as the cost of plotting, graphic reproduction and shipping, at our direct cost plus 15%. Auto travel shall be charged at the current IRS Standard Mileage Rates. Reimbursable items are billed in addition to the stated fee. TERMS AND CONDITIONS OF PAYMENT We will bill in proportion to the percentage of work complete at the time of billing. All billing statements are due upon receipt. Interest will be charged at the rate of 2% per month on the past due balance thirty days and over. STATEMENT OF QUALIFICATIONS FOR ON -CALL LANDSCAPE ARCHITECTURE SERVICES (SOQ# 09-21) CITY OF PALM SPRINGS APRIL 1, 2021 0 EXHIBIT "E" SCHEDULE OF PERFORMANCE The services provided hereunder this Agreement shall occur on an as -needed "on -call" basis, pursuant to separate individual Task Orders or Purchase Orders. The City and Consultant shall agree on a schedule of performance for scopes of work on assigned projects. END OF EXHIBIT "E" Rev. 51120 55375 1916S' 32900159 2