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HomeMy WebLinkAboutA8876 - INTERACTIVE DESIGN CORPORATION City of Palm Springs Engineering Services Department 3200 East Tahquitz Canyon Way • Palm Springs, California 92262 Tel: (760) 323-8253 • Fax: (760) 322-8360 • Web: www.palmspringsca.gov June 4, 2025 Interactive Design Corporation ATTN: Maria Song, President 199 S. Civic Dr., Suite 10 Palm Springs, CA 92262 Re: Professional Services Agreement No. 8876 for On-Call Architectural Design Services Dear Ms. Song, The referenced agreement expired on June 30, 2024, and in accordance with Section 3.4 of said Agreement may be extended at the discretion of the City Manager. This is to inform you that we wish to extend the Agreement for an additional year to June 30, 2026. This is the second of two (2) one-year extensions provided for in said agreement. If you have any questions or concerns regarding the extension of this Agreement, please contact me at your earliest convenience. Sincerely, Joel Montalvo City Engineer Approved by: _________________________________ _____________________________ Scott C. Stiles, City Manager Date Please sign to agree to extend Agreement 8876 for one (1) year ending June 30, 2026. __________________________________ _____________________________ Interactive Design Corporation Date Docusign Envelope ID: A69F5122-25E4-4715-9CAB-D9F117B3D251 6/4/2025 6/4/2025 City of Palm Springs Public Works Department 425 N. Civic Drive Agreement A8876 Palm Springs, CA 92262 TASK ORDER NO.REVISION NO.ISSUE DATE TASK ORDER AMOUNT PAYMENT BASIS RECONCILED (only if NTE T&M) 05 2 1/21/2025 $97,000.00 TITLE:Fire Station No. 3 Coneptual Design SCOPE: additive proposal January 21, 2025. SUMMARY OF CONTRACT BALANCE: CONTRACT AMOUNT On-Call Services Previously issued purchase order and amendment $96,150.00 TASK ORDER 01 $10,500.00 TASK ORDER 02 $63,250.00 TASK ORDER 03 $22,500.00 TASK ORDER 04 $68,500.00 TASK ORDER 05 $97,000.00 TOTAL EXPENDITURE TO DATE $357,900.00 EXCLUSIONS: INCLUSIONS: Schedule: CITY OF PALM SPRINGS AUTHORIZATION CONTRACTOR/CONSULTANT ACCEPTANCE DIRECTOR OF PUBLIC WORKS Date: __________________________CONTRACTOR/CONSULTANT CITY MANAGER Date: __________________________ I accordance with proposals dated September 27, 2024, November 7th, 2024, and January 21, 2025. As stated on Page 2 of attached proposal dated September 27, 2024, section IV on page 2 of November 7th, 2024, and section II on page 2 of January 21, 2025. TASK ORDER FORM Interactive Design Corporation (IDC) Agreement A8876 Proposal from IDC dated September 27, 2024, November 7th, 2024, with REFERENCE DOCUMENTS: Provide professional services relating to conceptual design services relation to remodel or addition services for Fire Station No. 3, as defined in prosposal dated September 27, 2024, and additive proposal dated November 7, 2024. Additional proposal January 21, 2025 NO NTE T&M Fixed Price Lump YES N/A Docusign Envelope ID: A01E3928-21A7-471D-A037-D9E8DD4D6339 3/5/2025 3/5/2025 3/5/2025 Docusign Envelope ID: A01E3928-21A7-471D-A037-D9E8DD4D6339 Docusign Envelope ID: A01E3928-21A7-471D-A037-D9E8DD4D6339 Docusign Envelope ID: A01E3928-21A7-471D-A037-D9E8DD4D6339 City of Palm Springs Engineering Services Department 3200 East Tahquitz Canyon Way • Palm Springs, California 92262 Tel: (760) 323-8253 • Fax: (760) 322-8360 • Web: www.palmspringsca.gov June 11, 2024 Interactive Design Corporation ATTN: Maria Song, President 199 S. Civic Dr., Suite 10 Palm Springs, CA 92262 Re: Professional Services Agreement No. 8876 for On-Call Architectural Design Services Dear Ms. Song, The referenced agreement expires on June 30, 2024, and in accordance with Section 3.4 of said Agreement may be extended at the discretion of the City Manager. This is to inform you that we wish to extend the Agreement for an additional year to June 30, 2025. This is the first of two (2) one-year extensions provided for in said agreement. If you have any questions or concerns regarding the extension of this Agreement, please contact me at your earliest convenience. Sincerely, Joel Montalvo City Engineer Approved by: _________________________________ _____________________________ Scott C. Stiles, City Manager Date Please sign to agree to extend Agreement 8876 for one (1) year ending June 30, 2025. __________________________________ _____________________________ Interactive Design Corporation Date DocuSign Envelope ID: 6B2B2EA1-A410-404B-BD87-460EDBB51636 6/11/2024 6/11/2024 CITY OF PALM SPRINGS PROFESSIONAL SERVICES AGREEMENT ON -CALL ARCHITECTURAL DESIGN SERVICES THIS PROFESSIONAL SERVICES AGREEMENT (hereinafter "Agreement") is made and entered into, to be effective this 1st 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 INTERACTIVE DESIGN CORPORATION, (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" Architectural Design 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" Architectural Design 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 Page 1 of 19 Rev. 5/1/20 55575.18165\32900159.2 and the Consultant's Proposal, which are both attached as Exhibits `B" and "C", respectively, are 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, 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; (2nd) 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 carry out the purposes of this Agreement. Page 2 of 19 Rev. 5/1/20 55575.18165\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 term 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 City Manager, Director of Development Services, or City Engineer 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. Page 3 of 19 Rev. 511/20 5 5575. l 8165\32900159.2 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 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 Parry 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) Page 4 of 19 Rev. 5/1/20 5 5575.18 l 65+32900 l 59.2 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 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: Maria Song, 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 5 5575. l 8165\32900159.2 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 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 Page 6 of 19 Rev. 5/1/20 5557 5.18165132900159.2 indemnification to Consultant, its officers, employees, or agents, for injury or sickness arising out of 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 Tynes 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. Page 8 of 19 Rev. 5/1/20 55575.18165\32900159.2 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 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 Page 9 of 19 Rev. 5/1/20 5 5575.18165\ 32900159.2 the Project. It is Consultant's obligation to ensure timely compliance with all insurance submittal requirements as provided herein. 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\32900159.2 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 Page 11 of 19 Rev. 5/1/20 55575. l 8165\32900159.2 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 If Consultant's obligation to defend, indemnify, and/or hold harmless arises out of Consultant's performance as a "design professional" (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant's indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant in the performance of the Services or this Agreement, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant's liability for such claim, including the cost to defend, shall not exceed the Consultant's proportionate percentage of fault. 7. REPORTS AND RECORDS 7.1 Accounting Records. Consultant shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Consultant shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and to enable the Contract Officer to evaluate the performance of such Services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 7.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the Services required by this Agreement 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 Ownershiu 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 Page 12 of 19 Rev. 5l1/20 555 75.18165\32900159.2 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 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 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 Page 13 of 19 Rev. 5/1/20 555 75.18165\32900159.2 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. 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 Ri2hts 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 Le2al 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. l 8165\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 Page 15 of 19 Rev. 5/1/20 5 55 75.18165\ 32900159.2 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 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, 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, CA 92262 Telephone: (760) 323-8204 Facsimile: (760) 323-8332 To Consultant: Interactive Design Corporation Attention: Maria Song 199 South Civic Drive, Suite 10 Palm Springs, CA 92262 Telephone: (760) 323-4990 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. 5/1/20 55575.18165\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 INTERACTIVE DESIGN CORPORATION IN WITNESS WHEREOF, the City and the Consultant have caused this Agreement to be executed the day and year first above written. ATTEST: CITAOF PALM SPRINGS —CA By 1% An on Mejia Cit C e Date: d 4 APPROVED AS TO FORM: By Jeffrey .Ball nge , 1ty Attorney �1 Date: CONSULTANT Name: Interactive Design Corporation CONTENTSAPPROVED: By ��� 64,m— Justin Clitfon, City M ager Date: Iq /0- APPROVED BY CITY COUNCIL: Date: 10��° Agreement No. A.8$76 Check one: _Individual _Partnership 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: 199 S. Civic Dr., Suite 10 Palm Springs, CA 92262 By: 66� _ Signature (notarized) Name: Maria SonjZ Title: President 55575.18165\32900159.2 By: Signature (notarized) Name: Reuel Young Title: Secretary Page 18 of 19 Rev. 5/1/20 ALL-PURPOSE ACKNOWLEDGMENT State/Commonwealthof VIRGINIA ) ❑ City© County of Prince William ) On 07/09/2021 before me, Teneisha Monae McRoy Date Notary Name personally appeared Reuel Anthony Young, Maria Song Name(s) of Signer(s) ❑ personally known to me — OR — ❑ proved to me on the basis of the oath of -- OR — Name of Credible Witness Id proved to me on the basis of satisfactory evidence: driver _license Type of ID Presented to be the individual(s) whose name(s) is (are) subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies) and by proper authority, and that by his/her/their signature(s) on the instrument, the individual(s), or the person(s) or entity upon behalf of which the individual(s) acted, executed the instrument for the purposes and consideration therein stated. d„�E""'�•'� Tenelsha Monae McRoy REGISTRATION NUMBER 7910327 p���'We rropll` COMMISSION EXPIRES 111111ok"', \\\ February 28, 2025 WITNESS my hand and official seal. Notary Public Signature: t4- MM.t A 4y Notary Name: Teneisha Monae McRoy Notary Commission Number: 7910327 Notary Commission Expires: 02/28/2025 Notarized online using audio -video communication DESCRIPTION OF ATTACHED DOCUMENT Title or Type of Document: Professional Services Agreement Document Date: 07/09/2021 Signer(s) Other Than Named Above N/A Number of Pages (w/ certificate): 125 Capacity(ies) Claimed by Signer(s) Capacity(ies) Claimed by Signer(s) Signer's Name: Maria Song Signer's Name: RP„Pi Anth�n�Yming C� Corporate Officer Title: President I( Corporate Officer Title: Secretary ❑ Partner — ❑ Limited ❑ General ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian of Conservator ❑ Trustee ❑ Guardian of Conservator ❑ Other: ❑ Other: Signer Is Representing: Signer Is Representing: 125 ) EXHIBIT "A" SCOPE OF SERVICES The selected firms shall provide first-rate architectural services on an as -needed basis for various City projects as assigned. Responsibilities may include, but are not limited to, the following: 1. Lead a team to prepare architectural, structural, mechanical, electrical, plumbing, safety systems, landscaping and other drawings as needed for new infrastructure, upgrades or improvements for municipal buildings and structures. 2. Preparation of conceptual drawings, plans and renderings as may be requested by the City for projects being contemplated or visioning sessions with the co;nmunity. 3. Move assigned projects through all City entitlement processes, including but not limited to, architectural review, planning approval, building & safety, engineering and construction, including City Council approval if applicable. 4. Architectural services for designated historical buildings, as well as completely new construction, alteration and renovation projects on historic sites. This includes project design, research, evaluation, planning, handicapped accessibility, and engineering services (civil, structural, MEP, land surveying, etc.) incidental to the project. 5. Attend meetings and prepare presentations for staff reports to City advisory board, commissions, and the City Council when said meetings relate to projects covered by this contract, and as warranted or directed by the City Manager or his/her designee. 6. Feasibility studies for new, renovation, and alteration projects. 7. Facility assessment, studies and/or audits to determine compliance with various federal, state, and local regulations (ADA, Building Code, Fire Code, energy efficiency, etc.) 8. Preparation of reports that may be needed for preliminary documents, working drawings, permitting, construction drawings, specifications, bid documents, and construction cost estimates. 9. Coordinate with a sub -consultant to provide plans and construction drawings for the installation of fire sprinklers and fire alarm systems in new or existing buildings. This may be part of a larger project or a standalone project to install fire sprinklers and fire alarm systems in an existing building. 10. Provide construction advisement and/or construction management services, value engineering and advice on projects that need to be constructed in phases. 11. Provide documentation, assist in warranty review, participate in project close-out, and provide as -built record drawings as -needed. Rev. 5/1 /20 555 75.18 l 65+32900 l 5 9.2 12. Cooperate, coordinate, and communicate 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 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 this agreement. 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 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 architect for consideration and reserves the right of approval of any sub -consultant selected by the architect 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 project or task for our on -call architect 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 will respond with a short proposal containing just 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 architectural firm. Rev. 5/1120 55575.181651.32900159.2 EXHIBIT "B" CITY'S REQUEST FOR PROPOSALS Rev 5/1/20 55575 18165°32900159.2 L '. ...... ...... CITY OF PALM SPRINGS Date Issued: February 22, 2021 Proposals Due: March 24, 2021 SOQ#08-21 1: 4 2021 REQUEST FOR STATEMENT OF QUALIFICATIONS h Y ON -CALL ARCHITECTURAL SERVICES CITY OF PALM SPRINGS, CALIFORNIA SOQ#08-21 REQUEST FOR STATEMENT OF QUALIFICATIONS (SOQ) The City of Palm Springs ("City") is seeking qualified architects ("Consultants") to provide "on -call" architectural 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 over 48,000. 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, Plaza Theater, a Wastewater Treatment Plant, Downtown Parking Structures, and the Main Library, to name a few. 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 these on -call architectural services include, but are not limited to, the following: remodeling, repurposing, refurbishing existing public buildings; restoration or refurbishing of designated historical public structures; design of new municipal public structures; space allocation planning; infrastructure upgrades; 2 demolition plans for unused facilities; signage design; upgrade of mechanical, electrical, and plumbing (MEP) equipment; coordinating the design from a sub -consultant for installation of fire sprinkler and alarm systems in existing buildings; door and window replacements for energy efficiency; and remodel of existing interior restrooms for ADA compliance. The selected Consultants shall be required to demonstrate successful experience and capacity to provide architectural 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. Also architectural services for 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 architectural 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 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 architectural, structural, mechanical, electrical, plumbing, safety systems, landscaping and other drawings as needed for new infrastructure, upgrades or improvements for City buildings and structures. 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. Moving assigned projects through all City entitlement processes, including but not limited to, architectural review, planning approval, building & safety, engineering and construction, including City Council approval if applicable. 4. Providing architectural services for designated historical buildings, as well as new construction, alteration and renovation projects on historic sites. This includes project design, research, evaluation, planning, handicapped accessibility, and engineering services (civil, structural, MEP, land surveying, etc.) incidental to the project. 5. 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. 6. Preparing feasibility studies for new, renovation, and alteration projects. K 7. Preparing facility assessment, studies and/or audits to determine compliance with various federal, state, and local regulations (ADA, Building Code, Fire Code, energy efficiency, etc.) 8. Preparing reports for preliminary documents, working drawings, permitting, construction drawings, specifications, bid documents, and construction cost estimates. 9. Coordinating with a sub -consultant to provide plans and construction drawings for the installation of fire sprinklers and fire alarm systems in new or existing buildings. This may be part of a larger project or a standalone project to install fire sprinklers and fire alarm systems in an existing building. 10. Providing construction advisement and/or construction management services, value engineering and advice on projects constructed in phases. 11. Providing documentation, assist in warranty review, participate in project close-out, and provide as -built record drawings as -needed. 12. 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 4 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. 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 architectural services, price is NOT an evaluation criteria. 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 architecture services to the City. You may include a list of other public agencies your firm is providing similar on -call 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 architectural services in the City and Coachella Valley. Identify any key or critical issues that you foresee may be encountered while providing on -call architectural services. Describe your firm's method to ensure its projects are delivered to clients on time and within your clients budget. 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 architectural services to satisfactorily complete the requirements of each scope of work item. (40 points) 5 Please note: This Request for SOO 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 SOO 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 SOO. 4. Reference Project. Identify one example project for which your firm and staff provided on - call architectural services. (15 points) • 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 architectural and construction trends • Creative design • Green building design such as LEED Certified, solar panels, water conservation, drought tolerant planting, smart technologies, etc. • Historic preservation • Sensitivity to funding constraints • Public Private Partnerships (P3) • 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 staff or council reports • 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 6 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. "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 7 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. 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(a_)palmspringsca.gov by 3:00 PM, on March 17, 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. 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 "SOO" 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 08-21 -You rCompanyl nc-SOQ SOQ 08-21-YourCompanylnc-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, March 24, 2021. Late submissions will be rejected. httos://spaces.hightaii.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 A 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, leave blank.) 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. (Check all that apply) 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" PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM 1. Name of Entity 2. Address of Entity (Principle Place of Business) 3. Local or California Address (if different than #2) 4. State where Entity is Registered with Secretary of State If other than California, is the Entity also registered in California? El Yes No 5. Type of Entity ❑ Corporation ❑ Limited Liability Company ❑ Partnership ❑ Trust ❑ Other (please specify) 6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: if any response is not a natural person, please identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust or other entity ❑ Officer ❑ Director ❑ Member ❑ Manager [name] ❑ General Partner ❑ Limited Partner ❑ Other ❑ Officer ❑ Director ❑ Member ❑ Manager [name] ❑ General Partner ❑ Limited Partner ❑ Other ❑ Officer ❑ Director ❑ Member ❑ Manager [name] ❑ General Partner ❑ Limited Partner ❑ Other 17 7. Owners/Investors with a 5% beneficial interest in the Applicant Entity or a related entity EXAMPLE ✓ANE DOE 50%, 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 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: (i) 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.). 101 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. m 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 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. A Sample of the City's Professional Services Agreement for On -Call Services are on the pages that follow pa 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 Scone 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 5 5575.18165\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: (V) the provisions of the Scope of Services (Exhibit "A"); (2"d) the provisions of the City's Request for Proposal (Exhibit `B"); (3rd) the terms of this Agreement; and, (4`'') 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 55575.18165\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 "B"), 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 the issuance of permits or approvals by governmental authorities that are required for the Work); 4 Revised: 5/1 /20 5557 5.18 165N32900157.2 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 5 Revised: 5/1/20 5 55 75.18165\ 3 2900157.2 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 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 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 l 65\ 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 5 5575.18165M900157.2 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 work performed with the City" may be included in this statement). 1 1 Revised: 5/1/20 5557 5.18165\32900157.2 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 Desi2n 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 5 557 5. l 8165\ 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 Accountine 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 /20 555 75.18165\3 2900157.2 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\32900 l 57.2 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 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 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 Coyyright 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 55575.18165\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 Citv: 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 55575.18165\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: 5/1/20 5 5575.18165\ 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 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: Address By Signature (Notarized) Check one Individual Partnership _ Corporation By Signature (Notarized) 19 Revised: 5/1/20 55575.18165\32900157.2 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1188 A nosy public or other officer erg thi3 cer6fibte vieifim may the idertlity of the ndnvdi W who aig~ed the document to which this certificz" b andied srd not the tr n new. aecaaacy, a vakfity of ghat docuamt. State of C 9MOnlia County of On Date personally appeared before rne, Hem trr3ed Marne and T&e of the Officer Mame(s) of *) who proved to me on the basis of sabefacfiory evick=e to be the persons) whose na ne(3) is.1we subscribed to the within instrument w-Fd acknrnvledged to me that helahsAhey executed the awns in hiwberAheir authorized capacriy(m). and that by hiaJhe FdWr aignature(a) on the instuument the person(3), or the entity upon behalf of which the person(s) acted, executed the instrument_ I certify under PENALTY OF PERJURY under the Iowa of the State of California fhat the foregoing paragraph i3 true and Correct_ Wr"IESS my hand and official seal. Signature of Notary Pubfic Pbce Nolmy sear Above tPBONAL Though this section is gafiorW. o=pbffrig (his inforrmhon can debar arteratmn of the document or fraudthmt reattachment of this form to an un+ntarmiW doawnent_ Description of Attached Doc urnant Me, or Type of Docuinent Dorumerd Date_ Number of Pagea: S%pwfa) Other Than Named Above_ Capacity(es) pained by Signer(a) Signers Name: ❑ Corporate Officer — Tdfe(s)_ ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator n ofh®r Signer Is Representing: Signers Name: ❑ Corporate Officer — Trtte(a): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑Trustee ❑ Guardian or Conservator ❑ Other Signer Is Representing: &M4lNabonW Nahvy,Assoaifion • wwwXabw Notary-org • 1-SWUS NOTARY (1-13D" 8 M7) (tarn #507 20 Revised: 5/1/20 55575.1816532900157.2 EXHIBIT "A" SCOPE OF SERVICES 21 Revised: 5/1 /20 5557 5.18165\32900157.2 EXHIBIT "B" CITY'S REQUEST FOR PROPOSALS 22 Revised: 5/1/20 555 75.18165\32900157.2 EXHIBIT "C" CONSULTANT'S PROPOSAL 23 Revised: 5/1/20 5 557 5.1816502900157.2 EXHIBIT "D" SCHEDULE OF COMPENSATION 24 Revised: 5/1 /20 5 5575.18165\32900157.2 EXHIBIT "E" SCHEDULE OF PERFORMANCE 25 Revised: 5/1 /20 55575.18165\32900157.2 Q ?AL Al �O S �v�`-A'Pi Z SOQ #08-21 u ON -CALL ARCHITECTURAL SERVICES ADDENDUM NO. 1 k 9 M1i �rOawifi 1 cgj�FQRa`P 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: Q1: How many teams does the City anticipating adding to the on -call list? A 1: The prior On -Call Architectural Services SOO there were 4 architecture firms selected for on -call services. Q 2: Can you share an expected or estimated maximum or minimum contract value per agreement? For example, the City of Newport Beach just issued an on -call RFQ for a five year period with a maximum contract value of $400,000. A 2: Our On -Call Architectural Services will not be set up with a minimum or maximum contract value. The background of the Request for SOQs explains that the City owns everything from the Airport and a Convention Center down to smaller public buildings. Task orders approved for an on -call firm can be as small as providing a feasibility study for a renovation to something large like new construction on an empty lot. Q 3: Regarding the City's on call RFSOQ, it does appear that it is just for building architects but just wanted to make sure since the IMS report does mention other disciplines and page 6 lists water conservation, drought tolerant planting and smart technologies etc. Is this an On -call for Architects only or is it open for other disciplines as well? A 3: Pursuant to the first line of the Request for SOO on page 2, the City of Palm Springs is seeking qualified architects to provide on -call architectural services to the City. Architects will generally supplement their team with sub -consultants that may have certain expertise, they will show this as described in the Firm and Staff Qualifications section of the RFSOQ on page 5. Q 4: Which pages from exhibit "E" shall be inserted into our response? Entire contract? Or just a statement acknowledging Exhibit E? A 4: On page 22 of the SOO, the first paragraph states, "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. Q 5: Exhibits "A" through "D" are located on pages 14 - 18, but similarly there are Exhibits "A" through "E" on pages 43-47 of the SOQ at the end of the Master Agreement. Should we insert both into our response as they differ from one another? Please clarify. A 5: Pages 14-18 are marked "Attachments" which are required submittals with your SOO. Pages 43-47 are marked "Exhibits". These are exhibits only to the contract services agreement. Per the SOO document, please refer to page 22, second paragraph states that "Please note 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. " Q 6: Do you require examples and resumes from possible sub consultants? The structure of the last paragraph in "firm and staff qualification" on page 5 seems to suggest that we need only list them as part of an organizational chart. Please clarify. A 6: Resumes can be included but are not required for anyone on your team. We have received proposals in the past with no resumes and some with resumes for every single person including subs. Whatever you feel best demonstrates the abilities of your team members should be included in your proposal. Q 7: If you do require full references from our proposed sub consultant team may we add them as an appendix as this would constitute more pages than is allowable? A 7: Full references of your subs can be included but are not required. Any information included in addition to the 30 allowed pages will not be scored. Q 8: Where will the Addenda be posted? A 8: All addendums will be posted on the City's website on the Procurement & Contracting page under "Open Bids & Proposals". BY ORDER OF THE CITY OF PALM SPRINGS, CALIFORNIA Procurement & Contracting Manager, Acting DATE: March 2, 2021 ADDENDUM ACKNOWLEDGMENT: Proposer Firm Name: Authorized Signature: Date: 2 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. 3 PALM S o y"�F A�• ti SOO #08-21 ON -CALL ARCHITECTURAL SERVICES • l-�7 ADDENDUM NO. 2 . Cq�rFQRNO', . 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: Q1: Regarding Section 4. Reference Project, is the second set of bullets (beginning with "Responsiveness and attentiveness to client needs") meant to be in support of the reference project specifically, or can these topics address our firm's work/experience more generally? A1: It is meant to be specific to the chosen reference project. BY ORDER OF THE CITY OF PALM SPRINGS, CALIFORNIA Procurement & Contracting Manager, Acting DATE: March 10, 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. OF PALM Sp Y``Py SOO #08-21 ON -CALL 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: Are there minimum inclusivity thresholds to attain across the consultant team? If so, how is this factored into the scoring? A 1: No there are no inclusivity thresholds. Q 2: If some, but not all, of the consultants on a team meet the criteria of a local business, does that mean the team would only get partial points, or would they get the full 5 points? A 2: As per the SOO document on page 6-7 "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 SOO 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". "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. Q 3: Will the questions from and answers to other teams' clarifications be shared with all teams? A 3: All questions received will be answered and published in addenda's and made public to all interested vendors. Q 4: Which Attachment(s) are required to be completed by Sub -Consultants, if any? A 1: None of the attachments are required to be completed by the sub -consultants. BY ORDER OF THE CITY OF PALM SPRINGS, CALIFORNIA Procurement & Contracting Manager, Acting DATE: March 16, 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 SOO being deemed non -responsive. O� VALM So - ? SOQ #08-21 V ON -CALL ARCHITECTURAL SERVICES ADDENDUM NO.4 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: Who are the architecture firms that are on the City's current Architecture On -Call? A 1: Interactive Design Corporation, James Cioffi Architect, M. Arthur Gensler & Associates, Urrutia AIA & Associates (now Uruttia Marks Architects) Q 2: Does the scope of work include attending any commission hearings outside of those required for projects which we are contracted for? A 2: The scope of work only includes meetings for which you are contracted to complete. Q 3: What is the general scale of projects? (Small = ADA improvements / Medium = Historic Preservation or Space Planning / Large = Full Remodel or New Construction) A 3: This scope of work will cover small, medium and large projects. Q 4: Which department / Staff person will be the main point of contact for project coordination? A 4: The Engineering Division will be the main point of contact for this contract. Each individual project will have a project manager from the Engineering Division assigned. Projects will be distributed amongst the staff by the City Engineer or his/her designee. Q 5: Will the city assign their own 'project manager' for each respective project? A 5: The City Engineer or his/her designee, will assign a staff person as the City's project manager for each task that will be assigned to on -call architects. Q 6: Would our firm + team members be precluded from other/future opportunities? A 6: If selected to be an on -call architecture firm for the City and subsequently the City puts out a Request for Proposals on a separate project (usually high profile like a new Main Library), your firm will still be allowed to submit proposals on the stand alone project. Q 7: If a consultant is non -local, but their executive architect (sub -consultant) is a Coachella Valley -certified business, can you confirm that the full 5 points will be awarded? If not, how will it be applied? A 7: Per the language in the SOO, 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 SOO 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. Q 8: Can the 30-page 8.5x11 presentation be horizontally formatted for better full -screen viewing, given that it is a digital submission? A 8: Yes, your response file can be submitted in portrait or landscape orientation. Q 9: Can more than one Reference Project be submitted if a team includes sub -consultants with significant on -call municipal experience? A 9: To compare proposals, the one reference project will be used for scoring. However you can provide reference projects in other parts of the proposal to demonstrate the abilities of your company and team. Q 10: Does the submittal of Attachment "E" in the proposers' SOQs also include the entire text of the Sample Professional Services Agreement for On -Call Services even if we have either no requested modifications or requested modifications that we can either describe on the Attachment "E" sheet (page 22 of the Request for SOQ) or just attach the sheets of the Sample Agreement on which we may mark such requested modifications? A 10: Submit only the pages with your exceptions to the language and your requested modifications in order to keep pages to a minimum. If you have no requested changes or exceptions, then identify that in Attachment "E" of your SOO. BY ORDER OF THE CITY OF PALM SPRINGS, CALIFORNIA itew Procurement & Contracting Manager, Acting DATE: March 18, 2021 ADDENDUM ACKNOWLEDGMENT: Proposer Firm Name: Authorized Signature: Date: Acknowledgment of Receipt of Addendum 4 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. 5/1 /20 55575 1816502900159 2 NOW INTERACTIVE DESIGN CORPORATION townscape + architecture + place son interactive design corporation townscape + architecture + place 199 South Civic Drive, Suite 10 Palm Springs, California 92262 760.3 23.4990 mail@interactivedesigncorp.com March 23, 2021 Leigh Gileno,Acting Procurement & Contracting Manager 3200 EastTahquitz Canyon Way Palm Springs, California, 92262 Dear Ms. Gileno, In response to the Request for Proposal dated February 22, 2021, we are pleased to submit our state- ment of qualifications and express our sincere interest in providing Architectural Services for the City of Palm Springs facility improvement projects. Our office is located in Palm Springs, across from City Hall and we would love to be a part of the City's development. In this proposal, we will demonstrate how our project approach, services, and experience in the desert to successfully complete projects for the City. Our experience includes every step of the process, from conceptual design to project construction closeout. The strengths of Interactive Design consist of sustainable -building principles, quality design and design flexibility, construction knowledge, collaboration and communication, and project management skills. Our staff is talented and incredibly committed to each project. We have grown together and learned to build each other's strengths. The Interactive Design staff and our team of consultants are attentive to each client's wants and needs. We believe creating realistic schedules and budgets lead to success. We listen to what our clients have to say, encouraging open discussion and developing clear schedule of milestones and sets of expectations. I am the Principal Architect and President of Interactive Design Corporation, and I am authorized to sign contracts for the corporation. Yours truly, Maria Song,AIA, L ED AP President, Principal Architect TABLE OF CONTENTS FIRM QUALIFICATIONS & EXPERIENCE UNDERSTANDING OF & EXPERIENCE WITH ON -CALL SERVICES 3 ISSUES UNIQUE TO THE VALLEY & CITY 4 CRITICAL ISSUESTO SUCCESS 5 PROJECT DELIVERY 7 STAFF QUALIFICATIONS ORGANIZATION CHART PROJECT PERSONNEL PROJECT METHODOLOGY PROJECT METHODOLOGY OVERVIEW 14 PHASE I: CONCEPTUAL DESIGN 15 PHASE II:APPROVAL PROCESS 17 PHASE III: DESIGN DEVELOPMENT & CONSTRUCTION DOCUMENTS 17 PHASE IV: BIDDING & NEGOTIATION 18 PHASE V: CONSTRUCTION ADMINISTRATION 18 REFERENCE PROJECT FIRE STATION #4 19 ATTACHMENTS ATTACHMENTA ATTACHMENT B ATTACHMENT C ATTACHMENT D ATTACHMENT E so INTERACTIVE DESIGN CORPORATION ®;- FIRM QUALIFICATIONS & EXPERIENCE UNDERSTANDING OF & EXPERIENCE WITH ON -CALL SERVICES Our experience with public agencies has revealed that early discussions of a project are critical to success. We outline the most critical issues that need immediate attention while bearing in mind less -apparent issues that may arise during the design, planning, and con- struction processes. We also address conflicts and problems that may have not been part of the initial scope, giving our clients the option of pursuing it now or later. Our most successful relationships with Cities and non -profits involve many of these early discussions to ensure a shared vision and expectations of the project, understood by the design team, the administrative and executive teams, and the construction team. To reach that vision, we ask questions. These questions give us a better understanding of the exist- ing conditions, particulars of the project, the staff's ideas for solutions, and other options that have not yet been explored. We are there to dive into the issues that may fall through the cracks due to a project's complexities. We have covered an expansive range of services throughout Riverside County —schemat- ic design of housing and commercial developments in Cathedral City, La Quinta, and Old Town Temecula; feasibility studies for re -purposing vs. razing and building anew; simple and complex renovation and retrofit of all types of construction (CIP concrete, masonry, steel, and wood frame); specifying and qualifying design -build contractors; and programming for future capital improvements. IDC has been honored to be one of the on -call architectural firms, solely for the City of Palm Springs since 2012. Our office is located less than a quarter -mile away from City Hall and most City facilities. We have worked on numerous project for the City of Palm Springs from the Corporation Yard in 1985, to the City Hall Remodel and Renovation in 2004, to this year's Demuth Community Center Improvements. We also have been the on -call architect for the non-profit organization DesertAIDS Proj- ect for over two decades. This relationship has given us intimate familiarity in methods of construction efficiency and sensitivity to creative funding sources, requiring flexibility and continuing education. For example, we author bidding requirements for different fund- ing sources such as Community Development Block Grants and Health Resources and Service Administration grants. We also reach out to local bidders, follow the competitive bidding process, and adhere to other requirements for public or private funds. IDC provides design and process flexibility, ask questions to guide the client's vision, and offer clear opinions. We welcome the challenges and environmental conscientiousness of working with what exists. INTERACTIVE DESIGN CORPORATIONlaw !an no FIRM QUALIFICATIONS & EXPERIENCE ISSUES UNIQUE TO THE VALLEY & CITY Our team has lived in and worked on projects in the desert for nearly 40 years. We know the facets of local architectural styles, from the decorative iron details and clay tiled roofs of Spanish Mission Revival to the deep overhangs and variegated palettes of the beloved Mid-century Modern. We know the details of construction in this geography and climate, from foundation to waterproofing to energy efficiency. Interactive Design also recognizes the nuances of City processes. While they are similar across the Valley, we have served the City of Palm Springs for over 40 years and are most familiar with the City's requirements. We know the planning process, from pre -develop- ment meetings to submittal of Major Architectural Applications to entitlement. We know the permit process: meeting with Building Department Manager to introduce the project and code interpretation, uploading plans to Hightail, informing plan technicians, responding to plan check corrections, and accomplishing permit -ready plans. Ongoing relationships with the staff and directors of each department, from Fire to Public Works to Planning are valuable. Both sides benefit with mutual respect and understanding. The City of Palm Springs has devoted staff, but depending on the economy and scale of projects, the work load can be unexpectedly high. Understandably, projects may be sup- plemented by outside consulting professionals. IDC works well with outside consultants the City hires for civil engineering, landscape architecture, and construction management. Additionally, the plan examiners for Fire Department and Building Department utilize out- side consultants such as West Coast Code Consultants to provide plan check corrections for the City of Palm Springs. Understanding and facilitating corrections while developing personal connections are key to continuous and effective partnerships with the City. Palm Springs Skate Park, completed 2013 ■ INTERACTIVE DESIGN CORPORATION ■np FIRM QUALIFICATIONS & EXPERIENCE CRITICAL ISSUES TO SUCCESS: CONTROLS On -Call Architectural Services to the City of Palm Springs will include projects of differing scope and type. Each project, no matter its size, requires the same level of dedication, or- ganization, contextual and aesthetic considerations, and timely delivery. Interactive Design believes in clear communication about critical issues from the beginning, and consistent participation in problem solving throughout project delivery. PROJECT CONTROL starts with the gathering of scope, ideas, and constraints into a PROJECT PROGRAM. The development of a PROJECT PROGRAM to establish a clear scope of work is the foundation upon which the entire project will be built. Development of a PROJECT PROGRAM includes: ■ Wishlist(s) -All ideas on the table ■ Preliminary Program -What are the important adjacencies and order of operations ■ Preliminary Design - What suits the project, client, and location ■ Preliminary cost estimate -What is possible ■ Buy -off by the team or revise scope based on everyone's input The BUDGET CONTROL process, as later expanded upon in our methodology, is just as important. Throughout the project, the following constantly needs to be checked and balanced: ■ Budget and scope reconciliation and documentation ■ Accurate and timely meeting notes to record changes in the scope ■ Design team meetings to review design development of the project ■ Evaluation of material and equipment choices based upon initial cost and maintenance ■ Distribution and discussion of cost estimates with the design team and Client ■ Development of thorough, accurate and coordinated contract documents ■ Development of"bid alternates" that may be possible for managing scope and prevent- ing re -bidding process ■ Review and evaluation of bids to identify gaps or misunderstandings SCHEDULE CONTROL is similar to budget control — it is based upon a realistic starting point and on -going and accurate monitoring. While there will inevitably be questions and unforeseen conditions, timely and accurate responses and follow-up to such situations are crucial. Because we are local, we can respond promptly. Sam go INTERACTIVE DESIGN CORPORATION Mao FIRM QUALIFICATIONS & EXPERIENCE CRITICAL ISSUES TO SUCCESS: ADMINISTRATION CONSTRUCTION ADMINISTRATION We have an effective construction administration process which shows us bottlenecks and issues in real-time, allowing mitigation or avoidance of problems before they snowball into something unmanageable. Our process resembles our budget control: ■ Establish a realistic schedule in the bid and contract documents ■ Require a thorough review of submittals and suppliers by the general contractor be- fore the pre -construction meeting ■ Offer adjustments to schedule at the pre -construction meeting if legitimate issues jeopardize the schedule ■ Prompt review of and response to submittals and RFIs ■ On -going communications with the contractor about outstanding submittals and with the Owner about outstanding decisions ■ Realistic evaluation of time impacts based upon Owner change orders ■ Caution with contractor's promises to "make up time" ■ Monthly review of contractor's schedule ■ Continual meeting and coordination with City's Representative and City's Construc- tion Manager THE MEANING OF"TIMELY" "Timely" can mean immediate or it can mean within schedule. Our goal is to respond to the needs of our client. There have been times when we have turn down work because we knew we could not meet a deadline. We have learned with experience to be up -front about our ability to respond. We never want to disappoint a client, but we have learned it is better to say "no" than to fail to perform. We are also honest about uncomfortable issues or bottlenecks, whether it is happening in our offices, or with the consultant, client, or contractor. We do not hide from problems, we address them head-on. Successful, "timely" responses depend on mutually agreed - upon schedules, milestones, and relative and absolute deadlines. INTERACTIVE DESIGN CORPORATIONlow mnl FIRM QUALIFICATIONS & EXPERIENCE PROJECT DELIVERY: MANAGEMENT & DOCUMENT CONTROL PROJECT MANAGEMENT Project management is integral to the success of a project. Navigating a project through the various stages of development and maintaining the project scope, schedule and budget takes continual effort and open and communication. PROJECT MANAGEMENT measures are as follows: ■ Dedicate a Project Manager from beginning to the end of the project ■ Establish clear Scopes of Work and project goals ■ Identify and agree upon key deliverables, milestones and Critical Success Factors ■ Conduct frequent team meetings ■ Develop and maintain project schedule ■ Maintain continual communication with the Client, agencies and the project team ■ Generate Project Status reports to monitor scope, schedule and budget The Interactive Design staff and our project team are sensitive to the time and budgetary concerns of our clients. The Project Manager needs to bring all participants to work well together to achieve the common goal for finishing a project on time, on budget, and to be a significant addition to the community. DOCUMENT CONTROL Interactive Design Corporation's document control system is headed by the Plan Con- troller who is the Project Architect. This person checks the plans from beginning to end and also heads the Construction Administration phase. Knowledge developed and gained during the quality and document control is not wasted. The Plan Controller will: ■ Review the architecture and consultant plans at each phase for coordination. ■ Check previously completed phases to verify open items were resolved and docu- mented in the current phase and anticipate necessary information to be added to the phases to come. ■ Exercise Revision Control: as documents change, lessons learned are implemented. ■ Control which document is current and maintain previous version(s) for historical reference. ■ Organize meetings with the team — Communication among the team has to be led, guided, recorded, and verified. ■ Route Documents for Approval — Critical documents often need to have a number of people review, provide comment, and ultimately approve or reject. one INTERACTIVE DESIGN CORPORATION W2 STAFF QUALIFICATIONS ORGANIZATION CHART CITY OF PALM SPRINGS Client's Consultant Public Works & CIVIL Engineering Client Client's Consultant CITY OF CITY OF LANDSCAPE PALM PALM SPRINGS Planning SPRINGS Client's Consultant PLAN REVIEW CITY OF PALM SPRINGS Building & Fire INTERACTIVE Design Principal, DESIGN Programming & Concept CORPORATION REUEL YOUNG Principal Architect MARIA SONG, PRESIDENT Production Staff DEREK HODGES JULIA KIM JOSEPH QUINTERO JUAN ZEPEDA Electrical Structural MechanicallPlumbing RTM TANG IMEG ENGINEERING STRUCTURAL CORPORATION CONSULTANTS ENGINEERS KERRY PARKER, VICTOR LEON, CHE TANG, PRINCIPAL PRINCIPAL PRINCIPAL INTERACTIVE DESIGN CORPORATION 0f13 STAFF QUALIFICATIONS PRINCIPAL ARCHITECT MARIA SONG Education California Polytechnic San Luis Obispo AIA, LEED AP Bachelor of Architecture Interactive Design Corporation Thesis in Restoration, Florence, Italy 199 S. Civic Dr, Ste 10 Teaching College of the Desert,Adjunct Faculty: Palm Springs, CA 92262 Introduction to Architectural Professions 760.323.4990 Introduction to Urban Planning maria@interactivedesigncorp.com Professional U.S. Green Building Council State of California Associations American Institute of Architects California Board of No. C30566 Directors - Desert Chapter City of Palm Springs - Planning Commissioner LEED Accredited Professional 2021 Palm Springs Modernism Week in Partnership 33369 with Palm Springs Architectural Alliance - Conference Lecturer Former Chair of Palm Springs Architectural Advi- sory Committee Project Ms. Song started her architecture career in Boston, Experience Massachusetts and returned to California in 1999 to find a position at Interactive Design Corporation, which eventually led to partnership. She has been leading the firm and the valley in sustainable prin- ciples starting with her LEED certification when the program was at its origin. She coauthored the Green For Life manual and authored the Guide to Net Zero Energy, both for the Coachella Valley Association of Governments, available to the public at every Build- ing Department counter in Coachella Valley. Ms. Song was Project Architect on the Palm Des- ert Visitor Center (currently Palm Springs Art Mu- seum in Palm Desert), the first LEED-certified (Sil- ver) commercial building; and Wolff Waters Place in La Quinta, the first LEED-certified (Gold and Silver) multi -family building in theValley. so INTERACTIVE DESIGN CORPORATION OW STAFF QUALIFICATIONS M PROJECT ARCHITECT R E U E L YO U N G Education Harvard University AIA B.A. English Literature, Cum Laude Interactive Design Corporation University of California Berkeley Master of Architecture 199 S. Civic Dr, Ste 10 Palm Springs, CA 92262 Teaching College of the Desert,Adjunct Faculty: 760.323.4990 Design Studio reuel@interactivedesigncorp.com History of Architecture Introduction to Architectural Professions State of California Introduction to Urban Planning No. C 10974 Professional American Institute of Architects Associations Congress for the New Urbanism CoachellaValley Regional Housing Trust Civic ACE Mentoring Program Volunteer Service Palm Springs General Plan Update Committee Palm Springs Homeless Task Force Palm Springs Architectural Advisory Committee Cathedral City Downtown Task Force Project Mr.Young has been an architect in Palm Springs for Experience over 40 years. He works to create design solutions that are complementary to their environment, take their cue from the context of the project, and are sensitive to the user rather than subscribe to a pre- conceived design ideology. Mr.Young's project experience includes architecture as well as land planning and urban design. His ap- proach seeks to find the "fit" so that a building helps shape the public realm as well as the private environ- ment. His clients have included private individuals, non-profit housing and community service entities, international corporations and local governments. INTERACTIVE DESIGN CORPORATIONlow San ao STAFF QUALIFICATIONS M SUB -CONSULTANT: STRUCTURAL ENGINEER C H E TA N G Mr.Tang graduated from California State Polytechnic University, Po - PRINCIPAL mona in December of 1992. For the first two years, he designed Tang Structural Engineers light gauge steel structures for residential, commercial, and mini - storage facilities. In 1994, he joined Knapp Architectural Engineers 7960 Cherry Ave, Ste 114 Company. He served as a design engineer working alongside with Fontana, CA 92336 Leonard C. Knapp, principal engineer. In 1999, Che acquired his 909.429.0450 structural engineer license. He is a hands-on person with excel- che@tang-se.com lent knowledge of structural systems and building codes. He has worked on many customer houses, commercial buildings and gov- ernment projects. Tang Structural Engineers, Inc. is an innovative and creative firm. It was founded by Che Tang in July of 2004 in Fontana, California. The firm listens to the needs of the Owner, Architect, and Contractor. They approach structural design with open minds, common sense, and years of experience. The firm looks for economic and creative structural systems. Their objectives are to provide quality struc- tural engineering services that support the Client and Architect's aesthetic vision, while being on time and on budget, to private and public sector clients in California. Relevant Experience: Carlos OrtegaVillas, Palm Desert, California 73-unit Senior Affordable Housing, Zero Net Energy Perris Family Apartments, Perris, California 7S-unitAffordable Multi -family and Special Needs Housing Vista Sunrise Apartments, Palm Springs, California Master Plan, Special Needs Housing Fire Station #4, Palm Springs, California Firefighter Dormitory, Adobe Modern style Palm DesertVisitor Center, Palm Desert, California (Currently Palm Springs Art Museum in Palm Desert) Master Plan, Mixed -Use Building, LEED Silver so INTERACTIVE DESIGN CORPORATION man STAFF QUALIFICATIONS SUB -CONSULTANT: ELECTRICAL ENGINEER VICTOR L E O N Mr. Leon, a long-time local of the Valley, possesses over 20 years of PRINCIPAL electrical engineering experience, managing and designing electrical RTM Engineering Consultants and lighting systems for a variety of projects ranging from complex public and private sector projects including large sports complexes, 39249 Leopard St, Ste A-101 and community and regional parks. He has been responsible for Palm Desert, CA 92211 master planning large electrical distribution systems, emergency 760.340.9005 generation systems, complex electrical designs and utility coordina- victor.leon@rtmec.com tion of large residential tracts and commercial developments. His responsibilities include review and quality control of construction documents, in-house plan check for RTM, and inner -office project scheduling and management. When it comes to designing residential buildings, RTM has a wide breadth of experience. They worked in urban and rural areas, high- rises and mid -rises, and specialty housing, such as green housing and low-income housing. Mr. Leon also understands the unique challenges of designing for LEED and Energy Star certifications. Be- cause criteria differs from project to project, it is important for a firm to possess a comprehensive knowledge of the sustainability requirements to design the right systems and deliver a successful project. Relevant Experience: 2525 Main Apartments, Irvine, California New 5-story Mixed -Use Complex with 2 72 residential units Carlos OrtegaVillas, Palm Desert, California 73-unit Senior Affordable Housing, Zero Net Energy City Pointe Apartments, Fullerton, California 350-unit Complex Stadium Park,Anaheim, California 185-unit Complex, LEED Certified Wolff Waters Place, La Quinta, California 218-unit Multi -Family Housing, LEED Gold and LEED Silver on on INTERACTIVE DESIGN CORPORATION Sao STAFF QUALIFICATIONS SUB -CONSULTANT: MECHANICAL & PLUMBING ENGINEERING K E R RY PARKER Kerry has provided engineering and management leadership to CLIENT EXECUTIVE, educational facilities for more than 35 years. His vast experience SENIOR PRINCIPAL includes the design and construction of new academic buildings, LEED AP BD+C classrooms, and laboratories. He also has a strong background in renovations of existing education facilities including infrastructure IMEG Corporation upgrades, central plants, and master planning. Kerry is also expe- rienced in energy conservation, sustainable and energy efficient 901 Via Piemonte, Ste 400 design, including preparation and review of USGBC LEED project 909.477.6915 Ontario, 91764 certification and California Administrative Code Title 24 energy kerry.parker@imegcorp.com compliance documents. IMEG Corp. is one of the largest design consulting firms in the U.S. specializing in high -performing building systems, infrastructure, program management, and construction -related services. With a global footprint of 40 offices and a deep bench of nearly 1,200 team members, the firm knows the technical skills of their people is their product. They strive to build long-lasting client relationships through the firm's guiding principles, expertise, and collaborative project approach. Relevant Experience: Desert Meadows, Indio, California New Housing Complex, 80 residential units Rancho Dorado North, Moreno Valley, California 70—unitAfordable Housing Complex River Canyon Housing, Cathedral City, California New Housing Complex, 60 residential units San Remo Apartments, Hesperia, California 81-unit Affordable fordable Housing Complex Fire Station #4, Palm Springs, California Firefighter Dormitory, Adobe Modern style use INTERACTIVE DESIGN CORPORATION 08 PROJECT METHODOLOGY M CONCEPTUAL DESIGN APPROVAL PROCESS DESIGN DEVELOPMENT & CONSTRUCTION DOCUMENTS BIDDING & NEGOTIATION CONSTRUCTION ADMINISTRATION Interactive Design Corporation takes great joy in providing services to community -oriented Clients to first, evaluate the needs for energy improvements, develop a scope of work, meet a construction budget and assist with funding application packages. IDC produces permit plans and bidding documents, negotiates bids, and provides construction administration. We orchestrate the heavy coordination between all parties in order for construction to be completed and funds to be expensed within the funding deadline. Keeping up with the varying requirements and ensuring that each agency receives the necessary information is our forte and key to a successful project. so INTERACTIVE DESIGN CORPORATION oN PROJECT METHODOLOGY It is important to focus on each individual element of the design improve - CONCEPTUAL ment while simultaneously maintaining awareness that each improvement DESIGN supports a cohesive design as it relates to the entire project, inside and out. The following is an EXAMPLE of the process. The scope of work will be adjusted according to the programming, the Client's desires, funding re- quirements, budget, schedule and/or the architectural style that suits the historical and geographical context of the project. KICK-OFF MEETING: Evaluation of the Client's Requirements Discussion with the Team and Client to Review and establish the goals of the Project. Usually there are three BIG PICTURE focus areas: I. Site Goal: Organization of the conceptual site design to determine de- sign flow, absolute requirements and areas to improve if applicable to the project such as, but not limited to: Project perimeter limitations, parking structure, accessibility requirements, path of travel, site ameni- ties, lighting, street improvement and landscape improvement. 2. Building Goal: Overall design statement of building. Includes creation of building envelope program with wall and ceiling/roof insulation, review of high -efficiency windows and high -efficiency mechanical systems. 3. Apartment Unit Goal: Concerns of individual units. Includes review of high -efficiency water heaters, creation of multiple schemes of interior finishes to allow some individuality of tenants, energy -efficient lighting fixtures. EVALUATION of SITE. BUILDINGS. & APARTMENT UNITS Review site, building, and apartment unit conditions and context; topo- graphical and boundary information; utilities; relevant codes; issues brought up at kick-off meeting; development standards; and surveys. If those sur- veys are not available, arrange to obtain the necessary reports with the assistance of our client. INTERACTIVE DESIGN CORPORATION ME PROJECT METHODOLOGY M ESTABLISH APPROVAL REQUIREMENTS CONCEPTUAL Develop a matrix of the agencies required to review and approve the plans DESIGN during the appropriate phase as a check list to meet deadlines and require- ments. For example: I. Funding: Produce conceptual package; plan check submittal package; begin program package; obtain permit set, bidding phase dates, con- struction administration dates; and organize construction meetings and distribute of meeting notes to keep entire project team informed, in- cluding funders. 2. Economic Development Agency, Planning, Public Works, Fire, Building, & other Department Approvals Establish relationships with those involved in pro- cessing our Project; meet with staff to determine approval process by presenting the specifics of the project, including an understanding of requirements and proposed deadlines. CONCEPTUAL DESIGN I. Conceptual Design Development with information provided in reports and existing documents: Review Project information and apply findings to the final concept design, prepare a sustainability report for the Project, and prepare final conceptual design package with gathered information for presentation to the Client showing how each goal is being accom- plished. 2. Client Review and Approval: Present conceptual design with all findings to staff. Based upon Client approval, present to other committees and departments. A NOTE REGARDING SUSTAINABILITY When a Project aims to achieve sustainability as a goal —to meet resource needs in the present while ensuring resources will be available in the fu- ture —these factors must be taken into consideration from the beginning of the Project. Sustainable features must be integrated as part of the whole. We start at site design with passive design principles: orientation; prevailing winds; use of reflective material and natural shade. Next comes the build- ing design and its envelope; do you develop a super -insulation building skin? How about the benefits of natural lighting through windows and skylights? But designing cooling features such as shading through spacing of adjacent buildings, trees, and overhangs balance out the heat gain from openings. Inside the building, high -efficiency lighting and equipment further decreases overall electrical demand. To design an efficient and liveable project supple- mented with a moderate size renewable system is the ultimate goal. ■ INTERACTIVE DESIGN CORPORATION ■E PROJECT METHODOLOGY PREPARATION OFTHE EXHIBITS APPROVAL I. Architectural Exhibits: Rendered site plan, building plans, and exterior el - PROCESS evations; finish material board; and outline of sustainability features for the Project. 2. Landscape Architectural Exhibits: Rendered landscape plans provided by Client. 3. Civil Engineering Exhibits: Preliminary grading and drainage plans, hydro- logical/hydraulic study, and street improvements provided by Client. SUBMITTALTO PLANNING DEPARTMENT I . Client Review and Approval: Meet to review exhibits of the submittal. 2. Economic Development Agency, Planning, Public Works, Fire and Building De- partments: Submit exhibits with the appropriate department applica- tions and attend and present to Architectural Advisory Committee, Planning Commission, City Council, and neighborhood. 3. Deliverables: Planning Department submittal package. 4. Conditions ofApproval: Once Project is approved, condition of approval will be evaluated with client to accept or challenge requirements. DESIGN DEVELOPMENT & CONSTRUCTION DOCUMENT PROCESS DESIGN I. Architectural Plans: Site plan and details. DEVELOPMENT & 2. Building Drawings: Floor plans, roof plans, partial sections, exterior eleva- CONSTRUCTION DOCUMENTS tions, schedules and key details. 3. Apartment Unit Plans: Unit floor plans, interior elevations, schedules and key details. CONSULTANT DESIGN DEVELOPMENT & CONSTRUCTION DOCUMENT PLANS . Structural Plans: Site and exterior building structures and connections. 2. Mechanical/Plumbing Systems & Equipment: T 24, mechanical equipment plan and connections. 3. Electrical Systems & Equipment: Site and building exterior lighting plan. 4. Fire Suppression Systems: Plans, calculations and sprinkler system. 5. Specifications was INTERACTIVE DESIGN CORPORATION Ws7. PROJECT METHODOLOGY SUBMITTALTO CLIENT DESIGN 1. Client Review and Approval: Meet to review plans and Project status. DEVELOPMENT & 2. Deliverables to Client: Design Development and Construction Document CONSTRUCTION DOCUMENTS package and updated specifications. SUBMITTALTO BUILDING DEPARTMENT 1. Plan Check Review and Corrections 2. Deliverables: Building permit, reminder of other documents necessary to start construction such as street improvement plans, utility plans, water permit and grading permit, provided by Client and Consultants. BIDDING ADMINISTRATION Respond to RFIs, provide clarifications and addendum (if necessary), follow BIDDING & up with potential bidders, organize pre -bid walk and site visit, organize bid NEGOTIATION opening and evaluate bids, and award contract. PROVIDE ON -GOING SUPPORT Review submittals, respond to RFIs, author change orders, review pay re - CONSTRUCTION quests, and organize site visits and construction team meetings. ADMINISTRATION PUNCHLIST Organize punchlist walk with team, generate and distribute punchlist, and organize observation walk of punchlist completion. CLOSE-OUT Obtain certificate of occupancy, collect record drawings, collect manuals and warranties, and obtain final retainer release and certificate of comple- tion. INTERACTIVE DESIGN CORPORATION �f REFERENCE PROJECT REFERENCE PROJECT: FIRE STATION #4 Our participation for the Retrofit and Addition to Fire Station 4 started September 2015 and completed October 2019. The project started as an interior remodel but revealing building conditions and altering program requirements transform the scope to a complete building retrofit and new addition of living quarters. Active participation with the City of Palm Springs involved Assistant City Manager/Di- rector of Public Works, Interim Director of Facilities and Maintenance, New Director of Facilities and Maintenance, Fire Department Chief, Fire Department Deputy Chief, Fire Staff Design Committee, Planning Department Director and Staff, Interim Assistant Direc- tor of Engineering, New Assistant Director of Engineering, Civil Engineer City Consultant, Landscape Architect City Consultant, Architectural Advisory Committee, Planning Com- mission, City Council, Manager of Building Department, New Manager of Building De- partment, Building Inspectors, Construction Manager City Consultant and four different project managers from Engineering. The project started with professional services for Investigation. As more knowledge was gathered and building challenges surfaced, scope of work evolved resulting four back-to- back contract amendments. This project was a step-by-step process for everyone in- volved. Understanding and commitment to each phase was the foundation to move to the next. The total contract for professional services including amendments was $456,469. The original Fire Station #4 by Hugh Kaptur. The original building under construction. go INTERACTIVE DESIGN CORPORATION on REFERENCE PROJECT REFERENCE PROJECT: FIRE STATION #4 The initial scope of work was Investigation. Evaluated existing conditions of the station and presented to the City the big picture regarding existing structure and voluntary up- grade seismic resistance, air quality issues including mold, rat droppings, asbestos, and lead paint, reccurring plumbing waste problems with reverse slope and discharge backing up, lack of zoning of HVAC of apparatus bay and living quarters, antiquated alert and commu- nication systems, and undersized emergency generator. The conclusion was the need to expose structural conditions for deeper understanding of its possibilities. The first amended scope was to prepare Abatement plans and Specifications to legally re- move building material including drywall, ductwork, insulation for future interior improve- ments understanding. Public bidding, Contract Administration, and coordination with Fire Staff for site preparation were part of the services. The conclusion was everyone sees the existing structure conditions and puts an end to the speculations. The second amended scope was to develop programming and schematic design with the involvement of Fire Staff Design Committee. Several meetings took place with Fire Staff to understand the modern needs, develop a program, and schematic design to meet needs with best practices for fire station design. Important to good communication was outlin- ing what was needed to bring current building to code/standard to which new addition would be built while creatively resolving space needs and coming back to the committee, Fire Department Chief, Staff, and Engineering Department. The original wood beams were rotting. was INTERACTIVE DESIGN CORPORATION of REFERENCE PROJECT REFERENCE PROJECT: FIRE STATION #4 The creative challenge was the two directives from the city council: keep the existing building and limit the expansion. Working with the Fire Station Design Committee and consulting subject expert, two alternatives were presented — both of which placed the addition on the southern side of the building. This addition challenged the directives. The Council agreed to the addition, which was preferred by the Fire Staff Design Committee. The overall organization of the proposed renovation was that the apparatus bay remains essentially unchanged, the new addition is placed on the south side primarily to serve crew support, and the existing wood -frame portion of the building will be the decontamination and support gear storage. The primary determinant for the floor plan is the separation of crew quarters from the apparatus bay and mission support facilities. This is important to isolate as much as possible the contamination from toxins that are related to the ap- paratus and to the residue from incidents. In addition, the requirements for crew sleep arrangements have evolved to accommodate gender diversity and ADA accessibility. Construction of the new addition underway. a� The wood beams were sheathed in metal to protect both design and structural integrity. as inn INTERACTIVE DESIGN CORPORATION moo REFERENCE PROJECT REFERENCE PROJECT: FIRE STATION #4 There were lengthy discussions about restoring the I970s fire station vs. complete de- molish and construct new. The City represented by staff and Council deliberated on the efforts to preserve a historic building while maintaining its functionality and expanding on services provided to the workers and the community directing to continue the life of the building and invest on the expansion and renovation. The site had a generous setback on the side where a living quarter addition was possible, the schematic design was developed, and Major Architectural Application was submitted and presented in public hearings for approval of design. The conclusion was for the City and the Public to accept the proposed concept. " ..V 7Pro 2:'si �RIN w b, BW IF a II f. Conceptual renderings were presented to the City and public for approval. an INTERACTIVE DESIGN CORPORATIONism on REFERENCE PROJECT REFERENCE PROJECT; FIRE STATION #4 The third amended scope was to develop design development, contract documents, and contract administration for permit, bidding, and construction. After unanimous approval with Joint Hearing of AAC and PC, the city council authorized staff to proceed and the third amendment was completed. Future installation of photovoltaic panels, operable windows for natural cross ventilation, Xeriscaping with native, drought -tolerant plants, well insulated building envelop with cool roof systems as passive design principles without expensive certification are few of the Green Building Designs elements of the Fire Sta- tion. Even though the project has gone thru the proper channel of public bidding and the lowest qualified general contractor was selected, the general contractor did not complete the project successfully. IDC was present solving problems as they came up during con- struction, giving options while bearing in mind time, design, money, complexity of solutions while keeping the General Contractor in check with the intent of permit plans. Native plants enhanced the building's frontage while reducing water use. so INTERACTIVE DESIGN CORPORATION nod REFERENCE PROJECT REFERENCE PROJECT: FIRE STATION #4 The fourth amended scope was to develop IT/Communication Systems to the design and contract documents. Communication issues included data communication, access control, CCTV, seismic warning systems, radio/dispatch, and design meetings with City Staff and consultants were to quickly weave with the developing contract documents. As each scope was added and contract with Interactive Design Corporation was amended, we assisted staff in AAC, PC, Measure J Commission, Historic Site Preservation Board, and City Council presentations by responding to and assisting city staff with explanations on cost, market changes, scope changes, staff report, etc. and efficiently presented to the public. With the efforts of the City of Palm Springs, Interactive Design Corporation, consultants, and contractors, Fire Station #4 won the Palm Springs Modern Committee's Institutional Rehabilitation Award in 2019. € � , j, I�L7 The new central apparatus bay marries the original fire station (right) to the new expansion. as INTERACTIVE DESIGN CORPORATION ■N REFERENCE PROJECT REFERENCE PROJECT: FIRE STATION #4 new addition respects and expands on the original architect's design intent. The new utility yard combines function and form, with corten steel and staggered CMU. an INTERACTIVE DESIGN CORPORATION gas ATTACHMENT "A" SIGNATURE AND ADDENDA ACKNOWLEDGEMENT FORM 1. Name of Company: INTERACTIVE DESIGN CORPORATION Address: 199 SOUTH CIVIC DRIVE SUITE 10 PALM SPRINGS CA 92262 Telephone Number: (760) ) 323-4990 Contact Person: MARIA SONG E-Mail: mariaaa interactivedesigncorp.com Tax Identification Number: 95-3657838 2. Type of Firm: ❑ Individual ❑ Partnership ❑ Limited Liability Company X❑ Corporation (State CA ) ❑ 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, leave blank.) I hereby acknowledge receipt of Addendum(s) Numbers I - 4 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. (Check all that apply) X I 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. MARIA SONG, PRESIDENT PRINTED NAME AND TITLE SIGNATURE AND DATE 14 CITY OF PALM SPRINGS BUSINESS LICENSE 3200 E TAHQUITZ CANYON WAY, PALM SPRINGS, CA 92262 (760) 323-8289 PLEASE NOTE THAT IT IS YOUR RESPONSIBILITY TO RENEW AND UPDATE THIS LICENSE ANNUALLY. BUSINESS NUMBER: 00002237 EXPIRATION TAX/ADMIN. FEE CERT NO BUSINESS TYPE: ARCHITECTURAL/PLNR 10/31/2021 21.00 1729 OWNER NAME: YOUNG, REUEL 10/31/2021 200.00 1731 10/31/2021 4.00 61857 BUSINESS NAME: INTERACTIVE DESIGN CORPORATION BUSINESS ADDRESS: 199 S CIVIC DR STE 10 PALM SPRINGS. CA 92262 INTERACTIVE DESIGN CORPORATION ISSUANCE OF THIS LICENSE DOES NOT ENTITLE 199 S CIVIC DR #10 THE LICENSEE TO OPERATE OR NIAINTAIN A BUSINESS IN VIOLATION OF ANY OTHER LAW PALM SPRINGS CA 92262 OR ORDINANCE. THIS IS NOT AN ENDORSENIENT OF THE ACTIVITY NOR OF THE APPLICANT'S QUALIFICATIONS. MUST BE POSTED IN A CONSPICUOUS PLACE palM s y SOO #08-21 u ON -CALL ARCHITECTURAL SERVICES 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: Q1: How many teams does the City anticipating adding to the on -call list? A 1: The prior On -Call Architectural Services SOO there were 4 architecture firms selected for on -call services. Q 2: Can you share an expected or estimated maximum or minimum contract value per agreement? For example, the City of Newport Beach just issued an on -call RFQ for a five year period with a maximum contract value of $400,000. A 2: Our On -Call Architectural Services will not be set up with a minimum or maximum contract value. The background of the Request for SOQs explains that the City owns everything from the Airport and a Convention Center down to smaller public buildings. Task orders approved for an on -call firm can be as small as providing a feasibility study for a renovation to something large like new construction on an empty lot. Q 3: Regarding the City's on call RFSOQ, it does appear that it is just for building architects but just wanted to make sure since the IMS report does mention other disciplines and page 6 lists water conservation, drought tolerant planting and smart technologies etc. Is this an On -call for Architects only or is it open for other disciplines as well? A 3: Pursuant to the first line of the Request for SOO on page 2, the City of Palm Springs is seeking qualified architects to provide on -call architectural services to the City. Architects will generally supplement their team with sub -consultants that may have certain expertise, they will show this as described in the Firm and Staff Qualifications section of the RFSOQ on page 5. Q 4: Which pages from exhibit "E" shall be inserted into our response? Entire contract? Or just a statement acknowledging Exhibit E? A 4: On page 22 of the SOO, the first paragraph states, "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. Q 5: Exhibits "A" through "D" are located on pages 14 - 18, but similarly there are Exhibits "A" through "E" on pages 43-47 of the SOQ at the end of the Master Agreement. Should we insert both into our response as they differ from one another? Please clarify. A 5: Pages 14-18 are marked "Attachments" which are required submittals with your SOO. Pages 43-47 are marked "Exhibits". These are exhibits only to the contract services agreement. Per the SOO document, please refer to page 22, second paragraph states that "Please note 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." Q 6: Do you require examples and resumes from possible sub consultants? The structure of the last paragraph in "firm and staff qualification" on page 5 seems to suggest that we need only list them as part of an organizational chart. Please clarify. A 6: Resumes can be included but are not required for anyone on your team. We have received proposals in the past with no resumes and some with resumes for every single person including subs. Whatever you feel best demonstrates the abilities of your team members should be included in your proposal. Q 7: If you do require full references from our proposed sub consultant team may we add them as an appendix as this would constitute more pages than is allowable? A 7: Full references of your subs can be included but are not required. Any information included in addition to the 30 allowed pages will not be scored. Q 8: Where will the Addenda be posted? A 8: All addendums will be posted on the City's website on the Procurement & Contracting page under "Open Bids & Proposals". BY ORDER OF THE CITY OF PALM SPRINGS, CALIFORNIA Procurement & Contracting Manager, Acting DATE: March 2, 2021 ADDENDUM ACKNOWLEDGMENT: Proposer Firm Name: INTERACTIVE DESIGN CORPORATION Authorized Signature: .(YAW Date: 12MAR21 2 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. 3 E PALM s '� yYO�'2 SOQ #08-21 N ON -CALL 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: Q1: Regarding Section 4. Reference Project, is the second set of bullets (beginning with "Responsiveness and attentiveness to client needs") meant to be in support of the reference project specifically, or can these topics address our firm's work/experience more generally? A1: It is meant to be specific to the chosen reference project. BY ORDER OF THE CITY OF PALM SPRINGS, CALIFORNIA Procurement & Contracting Manager, Acting DATE: March 10, 2021 ADDENDUM ACKNOWLEDGMENT: Proposer Firm Name: INTERACTIVE DESIGN CORPORATION Authorized Signature: Date: 12MAR21 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 SOO being deemed non -responsive. PALM S �V `psi SOQ #08-21 V ON -CALL ARCHITECTURAL SERVICES 1 ADDENDUM NO. 3 q,�FQRa`P 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: Are there minimum inclusivity thresholds to attain across the consultant team? If so, how is this factored into the scoring? A 1: No there are no inclusivity thresholds. Q 2: If some, but not all, of the consultants on a team meet the criteria of a local business, does that mean the team would only get partial points, or would they get the full 5 points? A 2: As per the SOO document on page 6-7 "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 SOO 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". "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. Q 3: Will the questions from and answers to other teams' clarifications be shared with all teams? A 3: All questions received will be answered and published in addenda's and made public to all interested vendors. Q 4: Which Attachment(s) are required to be completed by Sub -Consultants, if any? A 1: None of the attachments are required to be completed by the sub -consultants. BY ORDER OF THE CITY OF PALM SPRINGS, CALIFORNIA Procurement & Contracting Manager, Acting DATE: March 16, 2021 ADDENDUM ACKNOWLEDGMENT: Proposer Firm Name: INTERACTIVE DESIGN CORPORATION Authorized Signature: a�6�/ Date: 21 MAR21 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. 4 PALAq S,o SOO #08-21 U ON -CALL ARCHITECTURAL SERVICES ADDENDUM NO.4 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: Who are the architecture firms that are on the City's current Architecture On -Call? A 1: Interactive Design Corporation, James Cioffi Architect, M. Arthur Gensler & Associates, Urrutia AIA & Associates (now Uruttia Marks Architects) Q 2: Does the scope of work include attending any commission hearings outside of those required for projects which we are contracted for? A 2: The scope of work only includes meetings for which you are contracted to complete. Q 3: What is the general scale of projects? (Small = ADA improvements / Medium = Historic Preservation or Space Planning / Large = Full Remodel or New Construction) A 3: This scope of work will cover small, medium and large projects. Q 4: Which department / Staff person will be the main point of contact for project coordination? A 4: The Engineering Division will be the main point of contact for this contract. Each individual project will have a project manager from the Engineering Division assigned. Projects will be distributed amongst the staff by the City Engineer or his/her designee. Q 5: Will the city assign their own 'project manager' for each respective project? A 5: The City Engineer or his/her designee, will assign a staff person as the City's project manager for each task that will be assigned to on -call architects. Q 6: Would our firm + team members be precluded from other/future opportunities? A 6: If selected to be an on -call architecture firm for the City and subsequently the City puts out a Request for Proposals on a separate project (usually high profile like a 1 new Main Library), your firm will still be allowed to submit proposals on the stand alone project. Q 7: If a consultant is non -local, but their executive architect (sub -consultant) is a Coachella Valley -certified business, can you confirm that the full 5 points will be awarded? If not, how will it be applied? A 7: Per the language in the SOO, 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 SOO 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. Q 8: Can the 30-page 8.5x11 presentation be horizontally formatted for better full -screen viewing, given that it is a digital submission? A 8: Yes, your response file can be submitted in portrait or landscape orientation. Q 9: Can more than one Reference Project be submitted if a team includes sub -consultants with significant on -call municipal experience? A 9: To compare proposals, the one reference project will be used for scoring. However you can provide reference projects in other parts of the proposal to demonstrate the abilities of your company and team. Q 10: Does the submittal of Attachment "E" in the proposers' SOQs also include the entire text of the Sample Professional Services Agreement for On -Call Services even if we have either no requested modifications or requested modifications that we can either describe on the Attachment "E" sheet (page 22 of the Request for SOO) or just attach the sheets of the Sample Agreement on which we may mark such requested modifications? A 10: Submit only the pages with your exceptions to the language and your requested modifications in order to keep pages to a minimum. If you have no requested changes or exceptions, then identify that in Attachment "E" of your SOO. BY ORDER OF THE CITY OF PALM SPRINGS, CALIFORNIA Procurement & Contracting Manager, Acting DATE: March 18, 2021 ADDENDUM ACKNOWLEDGMENT: Proposer Firm Name: INTE TIVE DESIGN CORPORATION Authorized Signature: I Date: 21 MAR21 Acknowledgment of Receipt of Addendum 4 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. ATTACHMENT "B" NON -COLLUSION DECLARATION FORM The undersigned, deposes and says that he, she or they is/are an authorized representative of INTERACTIVE DESIGN CORPORATION 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) MARIA SONG, PRESIDENT Signature and Date of Authorized Representative: (Sign) (Date) 22MAR21 15 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: INTERACTIVE DESIGN CORPORATION NAME and TITLE of Authorized Representative: (Print) MARIA SONG, PRESIDENT Signature and Date of Authorized Representative: (Sign) (Date) 22MAR21 16 ATTACHMENT "D" PALM s'O9 PUBLIC INTEGRITY DISCLOSURE V N APPLICANT DISCLOSURE FORM cg41poaN`P 1 . Name of Entity INTERACTIVE DESIGN CORPORATION 2. Address of Entity (Principle Place of Business) 199 SOUTH CIVIC DRIVE SUITE 10 PALM SPRINGS, CA 92262 3. Local or California Address (if different than #2) N/A 4. State where Entity is Registered with Secretary of State CALIFORNIA If other than California, is the Entity also registered in California? Yes 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 B. MARIA SONG ® Officer ® Director ❑ Member ❑ Manager [name] ❑ General Partner ❑ Limited Partner ® Other SHAREHOLDER REUEL A. YOUNG ® 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 JANEDOE 5016, ABC COMPANY, Inc. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] A. B. MARIA SONG 100%, INTERACTIVE DESIGN CORPORATION [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, Titie MARIA SONG, PRESIDENT I 22MAR21 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. INTERACTIVE DESIGN CORPORATION HAS NO REQUESTED CHANGES OR EXCEPTIONS. A Sample of the City's Professional Services Agreement for On -Call Services are on the pages that follow 22 EXHIBIT "D" SCHEDULE OF COMPENSATION Rev 511120 5557518165ti329001592 COST PROPOSAL COST PROPOSAL: HOURLY RATE STRUCTURE Hourly billing rates for personnel working on PROJECTS for the City are as follows: Architect Principal $165 Architect $145 CAD Designer $85 Staff $55 Structural Engineering Principal $165 Staff j` $1 15 Engineering Principal $265 Associate $175 Design Engineer $160 CAD Technician $95 Administrative $70 Reimbursables Reimbursables (Printing) Note: All costs may be negotiated depending on the scope of work, schedule and services provided. * Reimbursable costs will depend on scope of work and services provided and will be a not -to -exceed total but usually reimbursables for direct expenses are usually one point ten (I.10) for handling, including the costs of blueprinting, CAD plotting, other printing, photo work, postage and handling charges, mileage at 54 cents per mile (outside of the City of Palm Springs), and transportation and lodging as approved by Client. INTERACTIVE DESIGN CORPORATION S;l- 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. 5/1120 55575 18165%32900159 2