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A8874 - M. ARTHUR GENSLER JR. & ASSOCIATES, INC.
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 M. Arthur Gensler Jr. & Associates, Inc. ATTN: Keith Thompson 500 S. Figueroa St. Los Angeles, CA 90071 Re: Professional Services Agreement No. 8874 for On-Call Architectural Design Services Dear Mr. Thompson, 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 8874 for one (1) year ending June 30, 2026. __________________________________ _____________________________ M. Arthur Gensler Jr. & Associates, Inc. Date Docusign Envelope ID: DE0EE20D-5850-4434-AA53-B455E164759E 6/4/2025 6/26/2025 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 1 st day of Jam, 2021, by and between the CITY OF PALM SPRINGS, a California charter city and municipal corporation, (hereinafter referred to as "City") and M. ARTHUR GENSLER JR. & ASSOCIATES, INC., (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 that this Agreement requires specialized skills and abilities and is consistent with this understanding, Consultant is a provider of 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 provided by architects practicing in the same locality under similar circumstances (Standard of Care). 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 Page 1 of 19 Rev. 5/1/20 55575.18165\32900159.2 defined herein) (collectively referred to as the "Contract Documents"). The City's Request for Proposals and the Consultant's Proposal, which are both attached as Exhibits "B" and "C", respectively, are 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; (P) 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 represents 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 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 represents that Consultant (a) will thoroughly review the information provided by the City regarding the Scope of Services to be performed, (b) will carefully consider how the Services should be performed, and (c) understands the facilities, difficulties, and restrictions attending performance of the Services under this Agreement. If the Services involve work upon any site, Consultant represents that Consultant has or will visit the site and is or will be fully acquainted with the observable 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 Page 2 of 19 Rev. 5/1/20 55575.18165\32900159.2 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 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, 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. 5/1/20 55575.18165\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 as soon thereafter as is reasonably practical. There shall be a maximum of one payment per month. 2.3 Changes in Scope. In the event any change or changes in the Scope of Services is requested by the City, the Parties shall execute a written amendment to this Agreement, setting forth with particularity all terms of such amendment, including, but not limited to, any additional professional fees. An amendment may be entered into: (a) to provide for revisions or modifications to documents or other work product or work when documents or other work product or work is required by the enactment or revision of law subsequent to the preparation of any documents, other work product, or work; and/or (b) to provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Consultant's profession. 2.4 Appropriations. This Agreement is subject to and contingent upon funds being appropriated therefore by the Palm Springs City Council for each fiscal year covered by the Agreement. If such appropriations are not made, the City Manager may terminate this Agreement as provided in Section 8.3 of this Agreement; otherwise, there shall be no funding for any Services and Consultant shall not be entitled to payment for any Services that Consultant may provide. 3. SCHEDULE OF PERFORMANCE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. The time for completion of the Services to be performed by Consultant is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently the Work of this Agreement according to the agreed upon Schedule of Performance for each Task Order. Neither Party shall be accountable for delays in performance caused by any condition beyond the reasonable control and without the fault or negligence of the non -performing Party. Delays shall not entitle Consultant to any additional compensation regardless of the Party responsible for the delay. Notwithstanding the foregoing, in no event will Consultant be required to provide services more expeditiously than is allowed by Consultant's professional standard of care, nor will Consultant be held liable for damages due to delays beyond Consultant's control. Page 4 of 19 Rev. 5/1/20 55575,18165\32900159.2 3.2 Schedule of Performance. Consultant shall commence the Services pursuant to this Agreement upon receipt of a written Task Order and shall perform all Services within the time period(s) established in the Schedule of Performance. When requested by Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer, 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: Neil McLean, Sr. Associate. 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 Page 5 of 19 Rev. 511/20 55575.18165\32900159.2 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. 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 Page 6 of 19 Rev. 5/1/20 55575.18165\32900159.2 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 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 l 777.1). 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) [intentionally deleted] (2) If the policy of insurance is written on a "claims made" basis, the policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of three (3) years from the date of the completion of the Services provided hereunder. In the event of termination of the policy during this period, Consultant shall obtain continuing insurance coverage for the prior acts or omissions of Consultant during the course of performing Services under the terms of this Agreement. The coverage shall be evidenced by either a new policy evidencing no gap in coverage, or by obtaining separate extended "tail" coverage with the present or new carrier or other insurance arrangements providing for complete coverage, either of which shall be subject to the written approval by the City Manager. (3) In the event the policy of insurance is written on an "occurrence" basis, the policy shall be continued in full force and effect during the term of this Agreement, or until completion of the Services provided for in this Agreement, whichever is later. In the event of termination of the policy during this period, new coverage shall immediately be obtained to ensure coverage during the entire course of performing the Services under the terms of this Agreement. B. Workers' Compensation Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, workers' compensation insurance in at least the minimum statutory amounts, and in compliance with all other statutory requirements, as required by the State of California. Consultant agrees to waive and obtain endorsements from its workers' compensation insurer waiving subrogation rights under its workers' compensation insurance policy against the City and to require each of its subconsultants, if any, to do likewise under their workers' compensation insurance policies. If Consultant has no employees, Consultant shall complete the City's Request for Waiver of Workers' Compensation Insurance Requirement form. C. Commercial General Liability Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of at least one million dollars ($1,000,000.00) and two million dollars ($2,000,000.00) general aggregate for bodily injury and property damage including coverages for contractual liability, personal injury, independent Consultants, broad form property damage, products and completed operations. D. Business Automobile Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of business automobile liability insurance written on a per accident basis with a combined 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. Page 8 of 19 Rev. 5/1/20 55575.18165\32900159.2 E. Employer Liability Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of employer liability insurance written on a per occurrence basis with a policy limit of at least one million dollars ($1,000,000.00) for bodily injury or disease. 5.2 Deductibles and Self -Insured Retentions. Any deductibles or self -insured retentions must be declared to and approved by the City Manager prior to commencing any work or services under this Agreement. Consultant guarantees payment of all deductibles and self -insured retentions. City reserves the right to reject deductibles or self -insured retentions in excess of $10,000, and the City Manager may require evidence of pending claims and claims history as well as evidence of Consultant's ability to pay claims for all deductible amounts and self -insured retentions proposed in excess of $10,000. 5.3 Other Insurance Requirements. The following provisions shall apply to the insurance policies required of Consultant pursuant to this Agreement: A. For any claims related to this Agreement, Consultant's coverage shall be primary insurance as respects City and its officers, council members, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City and its officers, council members, officials, employees, agents, and volunteers shall be in excess of Consultant's insurance and shall not contribute with it. B. Any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to City and its officers, council members, officials, employees, agents, and volunteers. C. All insurance coverage and limits provided by Consultant and available or applicable to this Agreement are intended to apply to each insured, including additional insureds, against whom a claim is made, or suit is brought to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations shall limit the application of such insurance coverage. D. None of the insurance coverages required herein will be in compliance with these requirements if they include any limiting endorsement which substantially impairs the coverages set forth herein (e.g., elimination of contractual liability or reduction of discovery period), unless the endorsement has first been submitted to the City Manager and approved in writing. E. Consultant agrees to require its insurer to modify insurance endorsements to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the endorsements. Certificates of insurance will not be accepted in lieu of required endorsements, and submittal of certificates without required endorsements may delay commencement of the Project. It is Consultant's obligation to ensure timely compliance with all insurance submittal requirements as provided herein. 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 Page 9 of 19 Rev. 5/1/20 55575.18165\32900159.2 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 jeopardize 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. 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. Additional insured endorsements are not required for Errors and Omissions and Workers' Compensation policies. Page 10 of 19 Rev. 5/1/20 55575.18165\32900159.2 Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: A. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured... " ("as respects City of Palm Springs Contract No. or 'for any and all work performed with the City" may be included in this statement). B. "This insurance is primary and non-contributory over any insurance or self-insurance the City may have..." ("as respects City of Palm Springs Contract No._" or ' for any and all work performed with the City" may be included in this statement). C. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, "endeavor to" mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. D. Both the Workers' Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Consultant's obligation to provide them. 6. INDEMNIFICATION 6.1 To the fullest extent permitted by law, Consultant shall defend (at Consultant's sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of persons (Consultant's employees included), for damage to property, including property owned by City, for any violation of any federal, state, or local law or ordinance or in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, 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 Page 11 of 19 Rev. 5/1/20 55575.18165\32900159.2 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 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, once payment has been received for all outstanding amounts owed to the Consultant and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials hereunder. Any use of such completed documents for other projects and/or use of incomplete documents without specific written authorization by the Consultant will be at the City's sole risk and without liability to 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. Page 12 of 19 Rev. 5/1/20 55575.18165\32900159.2 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 performed through the date 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 reserves the right to terminate this Agreement at any time, with or without cause, upon sixty (60) dates written notice to the City, except that where termination is due to material default by the City, the period of notice may be such shorter time as the Consultant may determine. Page 13 of 19 Rev. 511/20 55575.18165\32900159.2 8.4 Default of Consultant. A. Consultant's failure to comply with any provision of this Agreement shall constitute a default. B. If the City Manager, or his designee, determines that Consultant is in default in the performance of any of the terms or conditions of this Agreement, he/she shall notify Consultant in writing of such default. Consultant shall have ten (10) days, or such longer period as City may designate, to cure the default by rendering satisfactory performance. In the event Consultant fails to cure its default within such period of time, City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice of any remedy to which City may be entitled at law, in equity, or under this Agreement. Consultant shall be liable for any and all reasonable costs incurred by City as a result of such default. Compliance with the provisions of this section shall not constitute a waiver of any City right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City's right to terminate this Agreement without cause pursuant to Section 8.3. C. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 8.4.13, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the Services required hereunder exceeds the Maximum Contract Amount (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. The withholding or failure to withhold payments to Consultant shall not limit Consultant's liability for completion of the Services as provided herein. 8.5 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. Any waiver by the Parties of any default or breach of any covenant, condition, or term contained in this Agreement, shall not be construed to be a waiver of any subsequent or other default or breach, nor shall failure by the Parties to require exact, full, and complete compliance with any of the covenants, conditions, or terms contained in this Agreement be construed as changing the terms of this Agreement in any manner or preventing the Parties from enforcing the full provisions hereof. 8.6 Rights and Remedies Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. 8.7 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to 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 Page 14 of 19 Rev. 511/20 55575.18165\32900159.2 such other relief as may be granted, to recover from the non -prevailing Party all reasonable costs and expenses, including but not limited to reasonable attorney fees, expert consultant fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding. 9. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 9.1 Non -liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Consultant, or any successor -in -interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 9.2 Conflict of Interest. Consultant acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement, nor shall Consultant enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one year thereafter. Consultant warrants that Consultant has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 9.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Consultant shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin ( i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a "prohibited basis"). Consultant shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City's lawful capacity to enter this Agreement, and in executing this Agreement, Consultant certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Consultant activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Consultant is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting. 10. MISCELLANEOUS PROVISIONS 10.1 Patent and Copyright Infringement. A. To the fullest extent permissible under law, and in lieu of any other warranty by City or Consultant against patent or copyright infringement, statutory or otherwise, it is agreed that Consultant shall defend at its expense any claim or suit against City on account of any allegation that any item furnished under this Agreement, or the normal use or sale thereof arising out of the performance of this Agreement, infringes upon any presently existing U.S. letters patent or copyright and Consultant shall 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 Page 15 of 19 Rev. 5/1/20 55575.18165\32900159.2 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 Ci : City of Palm Springs Attention: City Manager 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 Telephone: (760) 323-8204 To Consultant: M. Arthur Gensler Jr. & Associates, Inc. Attention: Neil McLean 500 S. Figueroa St. Los Angeles, CA 90071 Telephone: (213) 327-3600 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. 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 Page 16 of 19 Rev. 5/1/20 55575.18165\32900159.2 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. 10.10 Consequential Damages. Mutual Waiver of Consequential Damages. The parties hereby waive special, exemplary or consequential damages for claims or disputes arising out of or relating to this Agreement. The parties agree that this mutual waiver includes, but is not limited to, damages incurred by either party for loss of income, lost profit, financing costs, loss of business or damage to reputation. 10.11 Limitation of Liability. Mutual Limitation of Liability. The parties hereby agree that either party's total liability to the other for any and all injuries, claims, losses, costs, expenses, or damages whatsoever arising out of or in any way related to the Project or this Agreement, from any cause or causes including, but not limited to, negligence and/or breach of contract, shall not exceed the total compensation received by Consultant under this Agreement. Notwithstanding anything in this Section 10.11 to the contrary, the limitation of liability set forth herein shall not apply to Consultant's indemnification obligations under Section 6 of the Agreement. [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 M. ARTHUR GENSLER JR. & ASSOCIATES, INC. IN WITNESS WHEREOF, the City and the Consultant have caused this Agreement to be executed the day and year first above written. ATTEST: CIT OF PALM SPRINGS, CA By> A ny Mejia, Ci C1 APPROVED AS TO FORM: By / Jeffrey al ger, Attorney Date: CONSULTANT CONTENTS APPROVED: 01 By Justin on, City Nfoager Date: ©`A /2a 1 Z -7_k APPROVED BY CITY COUNCIL: Date: P ement No. �77 Name: M. ARTHUR GENSLER JR. & ASSOCIATES, INC. 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: 500 S. Figueroa St. Los Angeles, CA 90071 By: Signatu (notarized) Name: Andrew P. Cohen, FAIA Title: President Signature (notarized) Name: Philippe Phaneuf Title: Secretary Page 18 of 19 Rev. 5/1/20 55575.18165\32900159.2 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE 91189 AC<r^`r^^ "" <F<�-�<R�<iC' �'<.i'.� J. .'g /gs"'s'"'s"" ••• 'Q«QC<R:<Q�<iC' ,C.� d fx h+y/Y NYYa@s03 rot #&#k A notary putific or other officer conopaet ng this certificate verifies ailj the identity of the indykkal atio sued the dommism to which this certificate is aaached, end rut the truthfulneaa. accuracy, cr validity of that doaanent State of caubRda y} ) County of 1-aS Art je ,(-� OnAjk. i+ z�� dZ( before me. JaN4CS J" JohitfD/1 (J�.r Qafa V ! u✓ILL *6 of On OA6W personalty appe �tlul erL =f Fhrc-F N-,.fs1 a 366,P1 who prCved to me on the basia of aatisfactory evidence to be the peniari(s) whose name(s) istare subscribed to the within instrument and acknowledged to me that he/aha/they executed the same in hiaJherAtietr authorized capacity(ies), and that by hia/h Aheir signatures) on the instrument the peraon(s). or the entity upon behalf of which the person(s) acted. executed the instrument. f certify under PENALTY OF PERJURY under the taws of the State of Cafifomia that the foregoing paragnao is true and coned JAMES J. JOHNSON JR. WIT NESS my hand and of wJ seat. COMM. #2353224 z xQ Notary Public - CaliforniaozLos Angeles County Signatcue M cam , Ex ires Mar. 28, 2025 - Abtary Mice Notary Seal Above OP77CWAL Though W3 section is ophormJ, cormpteting this iniwmation can deter atlaration of the document or 6auduJant reattachmend of this form to an unintandad document. Descripbm of Attached Document Tdfe or Type of Document Document Data: Number of Pages: Signers) Other Than Named Abo—, Capacity(es) Claimed by Signer(a) Signers Name: ❑ Corporate Officer — Title(zy ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Other _ ❑ Guardian or Conservator Sigrier Is Representing - Signers Name: ❑ Corporate Officer — Tdla(s)_ ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney it Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: ®2014 National Notary Association - www.Nataa mfttarycxg - 1-800-1ISNOTAFrY (1-BUO-87i18U7) hem #59U Page 19 of 19 55575,18165\32900159.2 Rev. 5/1/20 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 community. 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 55575.18165\32900159.2 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. 5/1 /20 55575.18165\32900159.2 EXHIBIT "B" CITY'S REQUEST FOR PROPOSALS Rev 5/1120 55575 18165,32900159.2 �j. 2021 REQUEST FOR Date Issued: February 22, 2021 Pro.p,os:als Due: March 24, 2021 SOQ#08-21 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. 3 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 SOQ cannot identify each specific, individual task required to implement the on -call services requested. The City relies on the professionalism and competence of the selected Consultant(s) to be knowledgeable of the general areas identified in the scope of work and to include in its SOQ and cost proposal all required tasks and subtasks, personnel commitments, man-hours, direct and indirect costs, etc., needed to provide the on -call services. The City will not approve amendments to the selected Consultant's agreement which do not involve a substantial change from the general scope of work identified in this Request for SOQ. 4. Reference Project. Identify one example project for which your firm and staff provided 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(aD-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. N. SUBMITTAL OF SOQ Consultants must upload two (2) separate files. The first file shall be the SOQ. The second file shall be the cost proposal. Each file must be labeled with the SOQ number, firm name, and either the words "SOQ" or "Cost Proposal". Consultants must label their files this way or files may be lost or rejected. Firms may not use any special characters (*;&@#) in the name of the files, only dashes may be used. Example: SOQ 08-21-YourCompanylnc-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. https://spaces.hightail.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 X 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.) I hereby acknowledge receipt of Addendum(s) Numbers 4. Please check below if you are requesting consideration of the Local Business Preference Program according to the Palm Springs Municipal Code Section 7.09.030. (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) (Date) 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: 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? FJ Yes El 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: /f any response is not a natural person, please identify a# officers, directors, members, managers and other fiduciaries for the member, manager, trust or other entity ❑ Officer ❑ Director ❑ Member ❑ Manager [name] ❑ General Partner ❑ Limited Partner ❑ Other _ ❑ Officer ❑ Director ❑ Member ❑ Manager [name] ❑ General Partner ❑ Limited Partner ❑ Other _ ❑ Officer ❑ Director ❑ Member ❑ Manager [name] ❑ General Partner ❑ Limited Partner ❑ Other 17 7. Owners/Investors with a 5% beneficial interest in the Applicant Entity or a related entity EXAMPLE JANEDOE 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 ownerlinvestor] [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 Date Name, Title in PUBLIC INTEGRITY DISCLOSURE FORM INSTRUCTIONS FOR APPLICANTS (DO NOT INCLUDE INSTRUCTIONS IN YOUR WORK PROPOSAL) Who Must File? Applicants that are NOT a natural person or group of natural people that will be identified on the application, and seek a City approval determined by a vote of City officials. Examples include corporations, limited liability companies, trusts, etc. that seek a City Council approval, or an approval by one of the City's board or commissions. Why Must I File? The City of Palm Springs Public Integrity Ordinance advances transparency in municipal government and assists public officials in avoiding conflicts of interest. The City's Public Integrity Ordinance, codified in Chapter 2.60 of the municipal code, reflects the City's interest in ensuring that companies (and other legal entities that are not natural people) doing business in the community are transparent and make disclosure as to their ownership and management, and further that those companies disclose the identity of any person, with an ownership interest worth two thousand dollars ($2,000) or more, who has a material financial relationship with any elected or appointed voting City official, or with the City Manager or City Attorney. Note: A material financial relationship is a relationship between someone who is an owner/investor in the applicant entity and a voting official (or the City Manager or City Attorney), which relationship includes any of the following: (1) the owner/investor and the official have done business together during the year prior to the application; (2) the official has earned income from the owner/investor during the year prior to the filing of the application; (3) the owner/investor has given the official gifts worth fifty dollars ($50) or more during the year prior to the filing of the application; or (4) the official might reasonably be anticipated to gain or lose money or a thing of value, based upon the owner/investor's interest in the applicant entity, in relation to the application's outcome. When Must I File? You must file this form at the same time when you file your application for a City approval determined by a vote of City officials, whether elected or appointed. What Must I Disclose? A. The names of all natural persons who are officers, directors, members, managers, trustees, and other fiduciaries serving trusts or other types of organizations (attorneys, accountants, etc.). luo, Note: (1) only trusts or other organizations that are not the fiduciaries, (2) if a second entity that is not a natural person serves the applicant entity (e.g., as a member of an applicant LLC), then all officers, directors, members, managers, trustees, etc., of the second entity must be disclosed). B. The names of persons owning an interest with a value of two thousand dollars ($2,000) or more who have a material financial relationship with an elected or appointed City official who will vote on the applicant's application, or with the City Manager or City Attorney. PENALTIES Falsification of information or failure to report information required to be reported may subject you to administrative action by the City. 20 PUBLIC INTEGRITY DISCLOSURE FORM SUPPLEMENTAL INSTRUCTIONS AND EXAMPLE (DO NOT INCLUDE INSTRUCTIONS IN YOUR WORK PROPOSAL) In an effort to ensure we capture the required business entity information in accordance with the attached instructions, we provide you these supplementary instructions to clearly identify the required information, and the format the information should be provided. If you, as the applicant, are a business entity (i.e. a corporation or limited liability company), and it is also comprised of other business entities as its members or having a financial interest, all other such business entities must also be disclosed, including those entities other business entities, if any. Ultimately, the City's disclosure document requires a listing identifying all natural persons having any financial interest over 5% of the business entities (and any other business entities comprising your business entity). As an example, Applicant is: Acme Brothers, Inc., a California corporation, whose officers are: John Doe, Jill Doe, and Jay Doe, which is owned 50% by Acme Brothers, LLC, a California limited liability company, and John Doe (25% interest) and Jill Doe (25% interest). Acme Brothers, LLC, is managed by Acme Brothers 2, Inc., a California corporation, whose officers are: George Doe, Bill Doe, and Jane Doe, which is owned 100% by Acme Brothers 2, LLC, a California limited liability company, which is managed by George Doe, with George Doe and Jane Doe having 50% interest each. The full business entity disclosure in this example would resemble four copies of the form as follows: 1. Acme Brothers, Inc., a California corporation a. Officers: John Doe, Jill Doe, and Jay Doe (page 1) b. Ownership: (page 2) i. 50% Acme Brothers, LLC, a California limited liability company (since this is not a natural person fill out another form for this company) ii. 25% John Doe iii. 25% Jill Doe 2. Acme Brothers, LLC, a California limited liability company a. Managers: Acme Brothers 2, Inc., a California corporation (page 1) b. Ownership: 100% Acme Brothers 2, Inc., a California corporation (page 2) (since this is not a natural person fill out another form for this company) 3. Acme Brothers 2, Inc., a California corporation a. Officers: George Doe, Bill Doe, and Jane Doe (page 1) b. Ownership: 100% Acme Brothers 2, LLC, a California limited liability company (page 2) (since this is not a natural person fill out another form for this company) 4. Acme Brothers 2, LLC, a California limited liability company a. Managers: George Doe (page 1) b. Ownership: (page 2) i. 50% George Doe ii. 50% Jane Doe (since these are all natural persons stop) If ownership is an Employee Stock Ownership Plan (ESOP) you can stop there. 21 ATTACHMENT "E" SAMPLE PROFESSIONAL SERVICES AGREEMENT FOR ON -CALL SERVICES Please review the Request for 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 22 PROFESSIONAL SERVICES AGREEMENT (PROJECT NAME AND/OR CONSULTANTS NAME) THIS PROFESSIONAL SERVICES AGREEMENT ( "Agreement") is entered into, and effective on , 20_, between the CITY OF PALM SPRINGS, a California charter city and municipal corporation, ("City") and , a , ("Consultant"). City and Consultant are individually referred to as "Party" and are collectively referred to as the "Parties". I1 RECITALS City requires the services of a ("Project"). B. Consultant has submitted to City a proposal to provide to City under the terms of this Agreement. for C. Consultant is qualified by virtue of its experience, training, education, reputation, and expertise to provide these services and has agreed to provide such services as provided in this Agreement. D. City desires to retain Consultant to provide such professional services. NOW, THEREFORE, in consideration of the promises and mutual obligations, covenants, and conditions contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: AGREEMENT 1. SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant agrees to perform the professional services set forth in the Scope of Services described in Exhibit "A" (the "Services" or "Work"), which is attached and incorporated herein by this reference. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that Consultant is a provider of first class work and professional services and that Consultant is experienced in performing the Work contemplated and, in light of such status and experience, Consultant covenants that it shall perform the Work in a competent, professional, and satisfactory manner consistent with the level of care and skill ordinarily exercised by high quality, experienced and well qualified members of the profession currently practicing under similar conditions. 1.2 Contract Documents. The Agreement between the Parties shall consist of the following: (1) this Agreement; (2) the Scope of Services; (3) the City's Request for Proposals; and, (4) the Consultant's signed, original proposal submitted to the City ("Consultant's Proposal"), (collectively referred to as the "Contract Documents"). The City's Request for 1 Revised: 5/1/20 55575.18 l65\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: (1st) the provisions of the Scope of Services (Exhibit "A"); (2"d) the provisions of the City's Request for Proposal (Exhibit `B"); (3`d) the terms of this Agreement; and, (4th) the provisions of the Consultant's Proposal (Exhibit «C„ 1.3 Compliance with Law. Consultant warrants that all Services rendered shall be performed in accordance with all applicable federal, state, and local laws, statutes, ordinances lawful orders, rules, and regulations. Consultant shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. 1.4 Licenses, Permits, Fees, and Assessments. Consultant represents and warrants to City that it has obtained all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession and perform the Work required by this Agreement. Consultant represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, qualification, or approval that is legally required for Consultant to perform the Work and under this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant's performance of the Work required by this Agreement. Consultant shall indemnify, defend, and hold harmless City against any such fees, assessments, taxes penalties, or interest levied, assessed, or imposed against City to the fullest extent permitted by law. 1.5 Familiarity with Work. By executing this Agreement, Consultant warrants that Consultant (a) has thoroughly investigated and considered the Scope of Services to be performed, (b) has carefully considered how the Services should be performed, and (c) fully understands the facilities, difficulties, and restrictions attending performance of the Services under this Agreement. If the Services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of any Services. Should the Consultant discover any latent or unknown conditions that will materially affect the performance of the Services, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the City. 1.6 Care of Work. Consultant shall adopt reasonable methods during the term of the Agreement to furnish continuous protection to the Work and the equipment, materials, papers, documents, plans, studies, and/or other components to prevent losses or damages. Consultant shall be responsible for all such damages, to persons or property, until acceptance of the Work by the City, except such losses or damages as may be caused by City's own negligence. 55575.18 l65\32900157.2 2 Revised: 5/1/20 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 5 55 75.1 8165\32900157.2 3 Revised: 5/1/20 reporting data including an itemized breakdown of all costs incurred and tasks performed during the period covered by the invoice, as may be required by the City. City shall use reasonable efforts to make payments to Consultant within forty-five (45) days after receipt of the invoice or as soon as is reasonably practical. There shall be a maximum of one payment per month. 2.3 Changes in Scope. In the event any change or changes in the Scope of Services is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents, work product, or work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Consultant's profession. 2.4 Appropriations, This Agreement is subject to and contingent upon funds being appropriated by the City Council for each fiscal year covered by the Agreement. If such appropriations are not made, this Agreement shall automatically terminate without penalty to the City. 3. SCHEDULE OF PERFORMANCE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. The time for completion of the services to be performed by Consultant is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently the Work of this Agreement according to the agreed upon attached Schedule of Performance (Exhibit "E"), incorporated herein by this reference. Neither Party shall be accountable for delays in performance caused by any condition beyond the reasonable control and without the fault or negligence of the non -performing Party. Delays shall not entitle Consultant to any additional compensation regardless of the Party responsible for the delay. 3.2 Schedule of Performance. Consultant shall commence the Services under this Agreement upon receipt of a written notice to proceed and shall perform all Services within the time period(s) established in the Schedule of Performance. When requested by Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer, but such extensions shall not exceed one hundred eighty (180) days cumulatively; however, the City shall not be obligated to grant such an extension. 3.3 Force 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 55575. l 8165\32900157.2 and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, "orders of governmental authorities," includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority. After Consultant notification, the Contract Officer shall investigate the facts and the extent of any necessary delay, and extend the time for performing the Services for the period of the enforced delay when and if, in the Contract Officer's judgment, such delay is justified. The Contract Officer's determination shall be final and conclusive upon the Parties to this Agreement. The Consultant will not receive an adjustment to the contract price or any other compensation. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement. 3.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of (weeks/months), commencing on , 201_, and ending on , 202_, unless extended by mutual written agreement of the Parties. However, the term shall not exceed three (3) years from the commencement date, except as otherwise provided in the Schedule of Performance described in Section 3.2 above. 3.5 Termination Prior to Expiration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Consultant. Where termination is due to the fault of Consultant and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Consultant shall immediately cease all Services except such as may be specifically approved by the Contract Officer. Consultant shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer after such notice. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed Services, and shall not be entitled to damages or compensation for termination of Work. Consultant may not terminate this Agreement except for cause, upon thirty (30) days written notice to City. 4. COORDINATION OF WORK 4.1 Representative of Consultant. The following principal of Consultant is designated as being the principal and representative of Consultant authorized to act in its behalf and make all decisions with respect to the Services to be performed under this Agreement: [INSERT NAME], [INSERT TITLE]. It is expressly understood that the experience, knowledge, education, capability, expertise, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the Services performed hereunder. The foregoing principal may not be changed by Consultant without prior written approval of the Contract Officer. 4.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Consultant shall be responsible for keeping the Contract Officer 55575.18 165\32900157.2 5 Revised: 511/20 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. 5 5575.18165\32900157.2 6 Revised: 5/1/20 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 Revised: 5/1/20 55575.18165\32900 f 57.2 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, 55575.I8165\32900I57.2 g Revised: 5/1/20 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 5 5575. l 8 165\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. 18 l65\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). 11 Revised: 5/1/20 55575.1 S 165\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 55575.18 l65\32900157.2 12 Revised: 5/1/20 a final adjudication by a court of competent jurisdiction, Consultant's liability for such claim, including the cost to defend, shall not exceed the Consultant's proportionate percentage of fault. 7. REPORTS AND RECORDS 7.1 Accounting Records. Consultant shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Consultant shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and to enable the Contract Officer to evaluate the performance of such Services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 7.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the Services required by this Agreement, or as the Contract Officer shall require. Consultant acknowledges that the City is greatly concerned about the cost of the Work to be performed under this Agreement. For this reason, Consultant agrees that Consultant shall promptly notify the Contract Officer the estimated increased or decreased cost if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the Services. If Consultant is providing design services, Consultant shall promptly notify the Contract Officer the estimated increased or decreased cost for the project being designed if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the design services. 7.3 Ownership of Documents. All drawings, specifications, reports, records, documents, memoranda, correspondence, computations, and other materials prepared by Consultant, its employees, subConsultants, and agents in the performance of this Agreement shall be the property of City and shall be promptly delivered to City upon request of the Contract Officer or upon the termination of this Agreement. Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials. Any use of such completed documents for other projects and/or use of incomplete documents without specific written authorization by the Consultant will be at the City's sole risk and without liability to Consultant, and the City shall indemnify the Consultant for all resulting damages. Consultant may retain copies of such documents for their own use. Consultant shall have an unrestricted right to use the concepts embodied tin this Agreement. Consultant shall ensure that all its subConsultants shall provide for assignment to City of any documents or materials prepared by them. In the event Consultant fails to secure such assignment, Consultant shall indemnify City for all resulting damages. 7.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of Services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. All information gained by Consultant in the performance of this Agreement shall be considered confidential and shall not be released by Consultant without City's prior written authorization. 13 Revised: 5/1/20 55575.18165\32900157.2 7.5 Audit and Inspection of Records. After receipt of reasonable notice and during the regular business hours of City, Consultant shall provide City, or other agents of City, such access to Consultant's books, records, payroll documents, and facilities as City deems necessary to examine, copy, audit, and inspect all accounting books, records, work data, documents, and activities directly related to Consultant's performance under this Agreement. Consultant shall maintain such books, records, data, and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during the term of this Agreement and for a period of three (3) years from the date of final payment by City hereunder. 8. ENFORCEMENT OF AGREEMENT 8.1 California Law and Venue. This Agreement shall be construed and interpreted both as to validity and as to performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such County, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 8.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. 8.3 Default of Consultant. Consultant's failure to comply with any provision of this Agreement shall constitute a default. A. If the City Manager, or his designee, determines that Consultant is in default in the performance of any of the terms or conditions of this Agreement, he/she shall notify Consultant in writing of such default. Consultant shall have ten (10) days, or such longer period as City may designate, to cure the default by rendering satisfactory performance. In the event Consultant fails to cure its default within such period of time, City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice of any remedy to which City may be entitled at law, in equity, or under this Agreement. Consultant shall be liable for all reasonable costs incurred by City as a result of such default. Compliance with the provisions of this section shall not constitute a waiver of any City right to take legal action in the event that the dispute is not cured, provided that nothing shall limit City's right to terminate this Agreement without cause under Section 3.5. B. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 55575.18165\32900157.2 14 Revised: 5/1/20 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 55575.18165\32900157.2 15 Revised: 5/1/20 City has or shall have any direct or indirect financial interest in this Agreement nor shall Consultant enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one (1) year thereafter. Consultant warrants that Consultant has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 9.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Consultant shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin ( i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a "prohibited basis"). Consultant shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City's lawful capacity to enter this Agreement, and in executing this Agreement, Consultant certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Consultant activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Consultant is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non- discrimination in city contracting. 10. MISCELLANEOUS PROVISIONS 10.1 Patent and Copyright Infringement. To the fullest extent permissible under law, and in lieu of any other warranty by City or Consultant against patent or copyright infringement, statutory or otherwise: A. It is agreed that Consultant shall defend at its expense any claim or suit against City on account of any allegation that any item furnished under this Agreement, or the normal use or sale arising out of the performance of this Agreement, infringes upon any presently existing U.S. letters patent or copyright and Consultant shall pay all costs and damages finally awarded in any such suit or claim, provided that Consultant is promptly notified in writing of the suit or claim and given authority, information and assistance at Consultant's expense for the defense of same, and provided such suit or claim arises out of, pertains to, or is related to the negligence, recklessness or willful misconduct of Consultant. However, Consultant will not indemnify City if the suit or claim results from: (1) City's alteration of a deliverable, such that City's alteration of such deliverable created the infringement upon any presently existing U.S. letters patent or copyright; or (2) the use of a deliverable in combination with other material not provided by Consultant when it is such use in combination which infringes upon an existing U.S. letters patent or copyright. B. Consultant shall have sole control of the defense of any such claim or suit and all negotiations for settlement in the event City fails to cooperate in the defense of any suit or claim, provided, however, that such defense shall be at Consultant's expense. Consultant shall 16 Revised: 5/1 /20 5 5575.18165\32900157.2 not be obligated to indemnify City under any settlement that is made without Consultant's consent, which shall not be unreasonably withheld. If the use or sale of such item is enjoined as a result of the suit or claim, Consultant, at no expense to City, shall obtain for City the right to use and sell the item, or shall substitute an equivalent item acceptable to City and extend this patent and copyright indemnity thereto. 10.2 Notice. Any notice, demand, request, consent, approval, or communication that either party desires, or is required to give to the other party or any other person shall be in writing. All notices shall be personally delivered, sent by pre -paid First Class U.S. Mail, registered or certified mail, postage prepaid, return receipt requested, or delivered or sent by facsimile with attached evidence of completed transmission. All notices shall be deemed received upon the earlier of (i) the date of delivery to the address of the person to receive such notice if delivered personally or by messenger or overnight courier; (ii) five (5) business days after the date of posting by the United States Post Office if by mail; or (iii) when sent if given by facsimile. Any notice, request, demand, direction, or other communication sent by facsimile must be confirmed within forty-eight (48) hours by letter mailed or delivered. Other forms of electronic transmission such as e-mails, text messages, and instant messages are not acceptable manners of notice required hereunder. Notices or other communications shall be addressed as follows: To City: City of Palm Springs Attention: City Manager & City Clerk 3200 E. Tahquitz Canyon Way Palm springs, California 92262 Telephone: (760) 323-8204 Facsimile: (760) 323-8332 To Consultant: Attention: Telephone: Facsimile: 10.3 Integrated Agreement. This Agreement constitutes the entire understanding between the Parties and supersedes and cancels all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to the subject matter in this Agreement. 10.4 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement signed by all Parties. 10.5 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement shall be determined to be invalid by a final judgment or decree of a court of competent jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the reminder of that provision, or the remaining provisions of 17 Revised: 5/1 /20 55575.1 S l65\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 55575.18165\32900157.2 SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND [***INSERT NAME***] IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. Date: APPROVED AS TO FORM: 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 By: 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 5 5575.18165\32900157.2 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE g 1189 Rszta=ae<aa�P.�ac<ac<.¢:<F:.+C.,{:.,� t:.x xxx..�x_--s>ra✓w,�rse»J gat :s^y�<s. a<.�<A`..C..+C:.,f � �xx�.x:.x. �rxiro.^ain.a.��cu rsx A r4my public or other offiiar oof q:Mbrg this cartlic3te verifies only the identity of the T cWz d who aigmed the document mment to which this camfic a Cn atumchaa and not the i! & U mms, gCddav), or validay of d= domxmrent State of California County of On before me Date personalty appeared Nero Insert Name and T7&9 of the Oftaf Name(a) Of ) who proved to me on the bscis of sahsfacbory evidence to be the pemon(a) whose name(a) isfare subwribed to the vathin instrument and acknoWedged to me that he/ahafthey executed the same in hra+herAtm it authorized capsony(is), and that by hislwFthek aignafure(s) on the instrument the parson(a), or the entity upon behalf of which the person(a) acted, examded the instrument_ i certify under PENALTY OF PERJURY under the taws of the State of Cafifanis that the foregoing paragraph is true and correct WrrNESS my hand and offecial seal. Signature Srgnahxe of Notary Public Pkme Notary Seat Above OPTIONAL Though ithis section is optional, completing this infomrstion can deter aiteratfon of ttce document or fraudulent reattachmend of thm form to an unintended doarmenL Descripb m of Attached Document Title or Type of Document Document Date: Nianber of Pages: Signerts) Other Than Named Above: Capacity(es) panned by Signer(s) Sigrmar s Name: ❑ Corporate Officer — TrUe(s): ❑ Partner — ❑ limited ❑ General ❑ Individual ❑ Attorney in Fact ❑Trustee ❑ Guardian or Canaervator ❑ Other_ Signer 13 Representing: Signers Name: ❑ Corporate Officer — Thle(a): ❑ Partner — ❑ Lhnited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator n other Signer Is Representing: CM14 Nabonal HolaryAssocoban • www.Naknaglnfery-org • 14K*-US NOTARY 0-800-876-M7) ltem #59D7 20 Revised: 5/l /20 55575. l 8165\329001572 EXHIBIT "A" SCOPE OF SERVICES 21 Revised: 5/l/20 55575.18165\32900157.2 EXHIBIT "B" CITY'S REQUEST FOR PROPOSALS 22 Revised: 5/1/20 5 55 75.18165\32900157.2 EXHIBIT "C" CONSULTANT'S PROPOSAL 23 Revised: 5/1/20 55575. 18165\329001572 EXHIBIT "D" SCHEDULE OF COMPENSATION 24 Revised: 5/l/20 55575.18 I65\32900157.2 EXHIBIT "E" SCHEDULE OF PERFORMANCE 25 Revised: 5/l/20 5 5575.18165\32900157.2 PALM S," Fy i SOQ #08-21 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? Al: The prior On -Call Architectural Services SOQ 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 SOQ 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 SOQ, the first paragraph states, "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. 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 SOQ. Pages 43-47 are marked "Exhibits". These are exhibits only to the contract services agreement. Per the SOQ 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. PALM s �� yY�i SOQ #08-21 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? Al: 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. 01 vALM S yYPi SOQ #08-21 u N ON -CALL ARCHITECTURAL SERVICES ADDENDUM NO. 3 �g1jhco ASP 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 SOQ 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 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. 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 SOQ being deemed non -responsive. PbL,N SOQ #08-21 N ON -CALL ARCHITECTURAL SERVICES ADDENDUM NO. 4 Cq1 �F0R��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: 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 A/A & 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 SOQ, five (5) points will be awarded to a consultant that requests consideration of the local business preference and qualifies as a local business. A consultant that does not meet the definition of "local business" in the SOQ will not be awarded any points. For example, a consultant that does not operate or perform business on a day to day basis within the Coachella Valley would not be eligible for consideration of the local business preference, even if they employ a sub -consultant that meets the definition of a local business. Q 8: Can the 30-page 8.5xl 1 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 SOQ. BY ORDER OF THE CITY OF PALM SPRINGS, CALIFORNIA ailew Procurement & Contracting Manager, Acting DATE: March 18, 2021 ADDENDUM ACKNOWLEDGMENT: Proposer Firm Name: Authorized Signature: 2 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. 5/1120 55575 18165'32900159 2 On -Call Architectural Services SOQ#08-21 Gensler CITY OF PALM SPRINGS 1 03.24.21 500 S. Figueroa Street Tel 213, 327 3600 Los Angeles CA 90071 Fax 213. 327. 3601 USA Gensler Marcie 24, 2021 Leigh Gileno Acting Procurement & Contracting Manager City of Palm Springs teigh.gileno@paimspringsca.gov Subject: SOO for On -Call Architectural Services for the City of Palm Springs Dear Leigh, Gensler is pleased to provide this response to the Request for Statement of Qualifications for On -Call Architectural Services for the City of Palm Springs. Our team, past experience, and commitment to our cities and the environment, make us well qualified for the projects described in the RFQ. Gensler has more than 50 years of experience working with cities to shape our public buildings and public spaces through multiple project types. We strive to: • Provide the best project experience possible for our clients, consultants, and construction teams, • Deliver buildings and spaces that exceed the needs of the people who work within them and those who use them, • Respond to the climate, conserve natural resources, and embed resilience into every project, and • Design within budgets, mindful of the financial goals of the project. Experience in Palm Springs Over the last 25 years, we have proudly been a part of many of the major renovations at Palm Springs International Airport, have provided renovation services to the City of Palm Springs, and worked with many private clients throughout the Coachella Valley. Below are a few our projects for the City of Palm Springs. • The historic renovation feasibility study for the Plaza Theater. • Renovations for ADA upgrades to the public restrooms in Sunrise Park. • The renovation and rehabilitation of the original Palm Springs International Airport Terminal Building including expansion and upgrades to bag claim, ticketing, security, and concessions. • The design of the Bono Concourse with its iconic stretched fabric roof structures. • The renovation and expansion of the Security Screening Checkpoint after 9/11. • The design of the Vehicle Inspection Station and new on -site roadway signage. • The design of the new Commuter Holdroom (Holdroom D) and associated restroom building (Completed 2007). • The renovation of the Central Courtyard that removed the temporary Holdrooms and provided a new landscape courtyard with a new concession/restroom building and new shade structure covering the walkway to the Commuter Holdroom (Completed 2009). • The interior refreshment to the main Terminal Building to replace carpet, paint and minor cosmetic improvements to the interior and exterior of the building (Completed 2009). • The concept phase development of the Consolidated Rental Car Facility (2020). • Responsiveness and Availability. The most important aspect of an On -Call contract is the responsiveness of the team involved. We have a dedicated group of professionals ready to provide �p 15P ��1�•F 1 4� Alt I L IlLf'Mt i -mina task based solutions for this contract. Our Project Manager and Project Architect both currently have residences in the City of Palm Springs and plan to work part time here, in Palm Springs, in the post Covid -19 Pandemic period. On -Call Experience. We bring many years of providing services through On -Call Contracts for agencies such as the City and County of Los Angeles, Los Angeles World Airports, San Diego County, and directly to multiple cities throughout LA, Orange, and Riverside Counties. Qualification with similar projects. Our collective team has had significant experience with similar projects. From public buildings and interiors, public facilities, libraries, theaters, to public outdoor spaces, this team has proven experience with the types of projects that have been identified for this contract. Our Team Strategy. We have assembled a team with extensive proven experience providing similar services for other municipal agencies. In addition to Gensler for Architecture, Interiors and Graphics/ Wayfinding, we have PBS for Mechanical, Electrical and Plumbing Engineering; Walter P. Moore for Structural Engineering Services; Robert Chattel for Historic Consulting Services; Jensen Hughes for Code and ADA review; and Spurlock for Landscape Architecture. This represents our core team for this pursuit, but we also realize that other specialty consultants may be required to complete the potential assignments that we may be awarded. This team together represents a significant force with regard to experience with similar past projects, exposure to the best practices in the design industry and attentiveness to the needs of the City of Palm Springs leadership team. Thank you for the opportunity to present our qualifications. We look forward to working with you to continue our long-term relationship and provide services that enhance the mission of the City of Palm Springs. Please let us know if you have questions or require additional information. Sincerely, A1z, l iv. Neil McLean, AIA, LEED AP Senior Associate I Design Manager 213.327.38011 neil_mclean@gensler.com FIRM AND STAFF QUALIFICATIONS About Gensler Fast Company magazine called Gensler "one of America's most influential design firms." Michael J. Stanton, FAIA, former President of the AIA, said "Gensler is America's foremost collaborative practice. The firm exemplifies how the creative mix of disciplines, all with 'place' as their focus, adds richness and value to buildings and their settings." Gensler supports the development of innovative places with a philosophy of value -based design and comprehensive services that allow clients to collaborate with a continuous, dedicated team from planning through construction. We have organized and integrated our services to support clients at every stage in the real estate and facilities cycle, from initial strategy and design through implementation and management. We focus on understanding our clients' goals and strategies, and seek to add substantial value to their enterprises through our work and services. Since our beginning, we have been committed to the community and building our local practice with our knowledge from around the globe. We've helped local entities and companies use design to strengthen and enhance their business goals. We have created brands and identities, designed workplaces, and converted outdated spaces into vibrant facilities, all while finding new ways to enhance the way people work and play. We have been at the forefront of forward -thinking design for innovative workplaces, health & wellness facilities, hospitality environments, retail communities, headquarters, transit facilities, mobility hubs, city planing and much more. Ability to Provide On -call Services Gensler has provided On -Call services for several government agencies since our inception in 1965, and we understand the unique nature of such contracts. Established by agencies or cities to give them the ability to quickly start a design task, these agreements allow municipalities the power to quickly begin such improvements/modifications/renovations without investing considerable time in the advertisement and evaluation of multiple bids for the needed services. Our ability to provide on call services is base on: Availability and locality of staff - The primary staff identified for this contract is either working in the Palm Springs region 14 14 or within a 2 hour drive. Staff assigned to On -Call assignments have all worked in this fashion before and understand that responsiveness is key to building relationships with City Staff and creating successful projects. Given that we are all working remotely into the foreseeable future, our ability to reach out to staff as project needs expand or contract has expanded considerably. Tools that connect us - We have connected to our clients and regional staff through the use of on-line tools such as BIM 360 to host our documentation models, Miro for design collaboration, Teams to keep us connected and manage our work flow, and Zoom for video calls and virtual presentations. Our robust network gave us the ability to easily transition to the work from home model. Experience with a wide range of project types: As identified in the individual resumes, the staff proposed for this contract have provided services for a wide range of project types and sizes. It is not uncommon to be called upon to prepare a study to evaluate the feasibility of a project while also preparing construction documents for another. Examples of project types 4 k. that we have prepared for on -call services included seismic analysis for existing buildings, concept designs for expansion of existing facilities, accessibility upgrades, interior renovations of office space, and new public buildings (City Offices, Civic Recreation Spaces, Libraries, Maintenance Facilities). Problem Solving Skills - We are often called upon to provide an outside view to solve a space driven need, improve functionality, or address an issue that has been given low priority for many years. As architects we value imagining and creating multiple solutions and then evaluating them with you to find the best solution for the needs presented. The most important challenge is to remember the essential purpose of the assignment. We are not always asked to use our talents to design a building, but more often we are asked to find creative solutions quickly for pressing needs. We believe we have the talent and skill to excel at these assignments. Experience with processes, approvals, and procedures with On -Call Services Process and protocols are a significant part of working with civic agencies. Through our on -call contracts, we have worked with various project approval teams to have our projects reviewed as well as being the team the reviews the work of other architects and designers. We also understand that our direct client may have internal clients that need separate presentations and reports prepared for internal approval. Similarly, we have worked on behalf of one internal department to help another department with a design project. All of these situations required us to understand the processes needed for review, approval, funding, inspection, construction, commissioning, and close-out of the projects. Within the City of Palm Springs, we have taken projects for the Palm Springs Airport through the design approval process with the Airport Staff and Director, to the TSA, CBP and other Authorities Having Jurisdiction (AHJ), to the City's Architectural Review Board and through the plan check review and permitting process with the City. On Calt Architectural Services S00 #08-2 i FIRM AND STAFF QUALIFICATIONS LIST OF RECENT AND ONGOING ON -CALL SERVICES • City of Redwood City • City of Denver • City of San Jose • City of San Jose • City of Carlsbad • City of Brea City of Los Angeles County of Santa Clara • County of Los Angeles County of Denver • San Diego Association of Governments • Los Angeles International Airport • Southwestern College • Denver International Airport • University of Illinois at Chicago • University of California Irvine • University of Texas Systems • KIPP Texas • Jet Propulsion Laboratory • GSA National This first understanding will take the form of a brief memo for the client and then will be fleshed out through the items defined below to create a full proposal. The time spent on the steps will be minimized in order to get the client a full proposal as quickly as possible. At the same time, and after the initial brief memo has been created, we will identify and make ready our internal staff resources for the upcoming project. Given that the projects will be issued with various schedule requirements, we are planning to identify a group of internal designers and technical staff that can be called upon to perform the work. This would be a larger group that would have a general familiarity with the contract since we anticipate that some may not be available for every task. Given our deep bench of staff, we are able to serve the needs of this project by creating this large net of on -call staff. Key to Gensler's project approach is developing working relationships with the approval agencies that have jurisdiction over our projects. We meet with officials early in the design process to discuss code and planning related issues. This allows us to flush out any potential problems, identify early solutions, and obtain support by all parties involved, which ultimately results in a smoother permitting process. Follow- up meetings during design further ensure that permits will be issued in a timely manner. This approach has been carried out at Gensler by dedicated staff members who have spent years developing an expertise in permitting negotiations and code analysis. Our integrated project approach provides comprehensive code compliance utilizing the following tools by our staff: • Quality Assurance Form • Construction Document Checklist Forms • Building Code Analysis Forms (Interior & Architecture • Project Architect Forums Frequently, changing codes and regulations requires Gensler to continually update its code knowledge base. As a resource to our clients we provide the following range of services: • Code compliance information • Governmental representation/conflict resolution Identify early solutions and obtain support by all parties involved Use creative permit strategy to expedite projects and start construction earlier than scheduled. Unique and Critical Issues with Architectural Services in City and Coachella Valley The Coachella valley contains an abundance of natural beauty. Working here requires respect for the available resources and attention to the demands of the desert environment. Construction materials are required to perform in a wide range of temperate and wind extremes. Special consideration is placed on building orientation to maximize views and limit heat gain. Outdoor activity areas need to provide protection from the sun and heat. Attention to the responsible use of water has never been greater than now and harvesting the energy of the sun is an historic local practice. The Valley is also a place that can be susceptible to natural disasters, given its location along the San Andreas Fault and the long term effects of climate change. Strong resilience strategies need to be a central part of every project. Design and creativity are valued in the Coachella Valley. There is a rich history of local architectural mavericks who helped shape a culture that is very interested in the design response to place, time and climate. We feel we have demonstrated respect for what came before and enhanced the future through our completed projects at the Airport and other buildings throughout the Valley. From the very practical side, one needs to understand the seasonal shifts in population that the valley experiences each year. Although there is not a complete shutdown during the summer months, there is a considerable population reduction coupled with a reduced service sector. In the winter months there is a considerable increase in activity within the Valley and a limited window in which temperature sensitive activities can occur. It is also important to remember that City Hall is closed to visitors, most city staff are working remotely during the pandemic, and City services are closed on Fridays. Plan check services have moved on-line and essential construction orders are in place. Pre -planning due to the pandemic is critical for design and construction projects. The citizens in the valley are a diverse group that have worked together to create a place that they share with thousands of visitors each year. Many who have relocated to the Valley have brought with them their own local traditions of civic involvement while others have remade themselves and flourished in the sunny climate. We understand the interest that the community has for projects undertaken by the City. We have worked with community groups to help gain input from their perspective in the community projects and presented to a wide range of stakeholders over the years. FIRM AND STAFF QUALIFICATIONS Quatity Assurance Gensler has a carefully developed and documented quality assurance program (QA) that is used on all projects so that each will conform to the highest standards of excellence, efficiency, reliability and safety, and cost effectiveness. This program is administered by the Project Manager, who wilt monitor the production -level activities of the Gensler team. Our QA program describes methods for developing, preparing, coordinating, checking, verifying, reviewing, approving, issuing, revising, and filing design, construction, procurement and other project documents. The QA program includes both a body of standards and procedures, and a training component to ensure that all professional staff are aware of and use these standards. The objective is to ensure that every project meets these standards and that schematic design, design development, and contract documents contain concise, complete, and well coordinated information. Rigorous Follow Through Our approach to all interactions with the project team is rooted in a commitment to an iterative process that hinges upon an adherence to rigorous follow-through. We are committed to a "feedback and feed forward" approach: we generate issues and possible directions with the project team, research them, bring information back, and develop strategies and policy recommendations with their input —all while maintaining a watchful eye on the schedule and budget. Effective Documentation Throughout the process our team systematically documents findings through written questionnaires, meeting notes, digital photographs, and research memoranda. This documentation allows us to effectively share information across the team, and stakeholders as needed. It also allows us to identify issues that require further research as each concept alternative is developed. Keeping the Project on Schedule Project Delivery We pride ourselves in collaborating with engineering firms and consultants that have similar operational goals and objectives. We understand the calibre of the team is paramount to the project success; and we choose consultants with a proven track record who would assume responsibility not only for their own performance, but also for the performance of the team as a whole. This approach allows us to leverage the entire team's collective skills and competencies to minimize cost and maximize the quality of the services to be delivered. Together, we strive to deliver total customer satisfaction. Should the project schedule be delayed by a consultant team member, the City of Santa Ana would never bear the costs to bring the project back on schedule. Schedule Schedule control is collaborative. We are committed to on -time delivery of every project, just as you are. We have an excellent track record in schedule control, which we maintain by keeping timing issues at the forefront of the design process, resolving key issues at the appropriate times, keeping changes to a minimum, and predicting where changes are likely to occur. Building on that knowledge, we will develop a specific project approach that defines each project and outlines the most appropriate ways to implement. Scheduling can have significant impact both on construction cost and operations, and the key to a successful project is to start the project correctly and efficiently. Controlling Project Cost The most important aspect of creating predictable costs for a project is setting a budget that reflects the local construction market, is based on the true overall scope for the project, includes escalation, accounts for the cost of money over time, and includes all three contingency types: Owner, for additional scope, Design, for the evolution of the design, and Construction to be used by the client to address unknown conditions. Once the budget has been set by the client, and shared with the design team, then the designers can select assemblies and elements based on the cost goats and work with the client for their buy -in regarding the cost of the project. In the s i T4 early phases of the project, an outside cost estimating firm is invaluable providing feedback to the design team in the design phases. At minimum an estimate should be created at the schematic design and design development phases of the project. If possible a final estimate at the completion of the construction document set should be prepared to evaluate the construction bids against. During the interim phases, the architect and client team should pay careful attention to the design and cost information in order to stay in conformance with the budget goals. During the construction phase, the owner and the architect are often under pressure by the contractor to make changes that are presented to save money. It is often the case that these changes end -up compromising the project in some areas to make-up for missed items or poor bidding conditions. It is paramount for transparency in the bidding, construction cost evaluation, and payment systems of the project to maintain the integrity of the project. Cin L;al( Ardkec�urat Seivices SOC JF-2i 4 i �O pALM ,gA� ie G1 V N Nap " �q4/FORN�P Keith Thompson Principal in Charge Neil McLean, AIA Design Manager t a 44 Terence Young, AIA, LEED AP Hollace Bender, AIA, LEED AP Richard Stoner, AIA Design Director BD+C Arts/Public Bldgs. Project Architect Expert Subconsultants _l �- Kunal Shah, PE, RCCD, LEED AP Daniel Traub, PE, SE Yu Ju Liu, RLA, LEED AP Kelly Hang, CASp, ICC Electrical Engineer Structural Engineer Landscape Architect Code/ADA PBS Engineer Walter P. Moore Spurlock Jensen Hughes Peter Wilson, AIA Theatre Expert Robert Jay Chattel, AIA Preservation Architect Chattel, Inc. 01 P0 BACKGROUND 30 years of experience EDUCATION Bachelor of Architecture, Southern California Institute of Architecture, NEIL MCLEAN, AIA, LEED AP Senior Associate I Design Manager With nearly 30 years of experience, Neil understands that nature of both large complex public and private projects as well as On -Call task based projects. He has the ability to interact constructively with a wide range of personalities and possess the business skills to keep the projects on -schedule and on -budget. Perhaps and most importantly, Neil has developed management and budgeting practices at Gensler that can dovetail into various internal management systems, and has first had experience in managing and coordinating multiple project teams. As part of the LAX On -Call, Neil is currently leading a project team to enhance and improve the Central Terminal Area at LAX focusing on the passenger experience at the arrivals curb, improving the pedestrian connections across the CTA, and looking at ways to enhance the parking structure facades with cladding and landscape. He has also prepared a peer review analysis of the concessions program in Terminal 4 at LAX, designed a new lighting scheme for an art display case in Tom Bradley International Terminal, was part of a study to create a Healthy Terminal during the Covid-19 Pandemic at LAX. Additionally, Neil was the Design Manager for the initial concept analysis for the new Consolidated Rental Car Facility at Palm Springs International Airport in early 2020 as part of our On -Call contract at PSP. Santa Monica, CA From 2012 - 2018 Neil lead the team designing the new corporate headquarters for Broadcom in Irvine, CA. The 72 acre site was master -planed for 2 Million SF of office space LICENSE/CERTIFICATION in 7 buildings. 4 buildings were constructed containing 1.1 Million SF of new office space. Member, American Institute of Architects The site also included parking, outdoor amenities and a health -club. LEED Accredited Professional California Licensed Architect, C31965 Over the past 22 years at Gensler, Neil has managed projects in the Aviation , Workplace, Retail, and Film/Television/Media Practice Areas. .................................................................................................................. SELECT PROJECT EXPERIENCE • Los Angeles International Airport (LAX) On Call DA 5204, (2018—present) • On Call DA 5006, (2015-2018) • On Call DA 4685, (2012-2015) • On Call DA 4287, (2008-2012) • Security Projects DA 3668, (2002-2010) • Palm Springs International Airport • Courtyard Renovation / Walkway Canopy • Concessions / Restroom Structure • Terminal Building Entry Renovation / Interior Improvements • Regional Jet Hold Room Broadcom Headquarters, Irvine, CA • Hyundai Capital America - Operations Centers, Plano, Texas and Atlanta, Georgia • Air New Zealand Lounge at LAX • One World Lounge at LAX • Hyundai Air Lounge at Incheon International Airport, Seoul, South Korea BACKGROUND 40 years of experience EDUCATION Master of Business Administration, Finance -Management Science, University of California, Los Angeles Bachelor of Science, Architecture, Massachusetts Institute of Technology Associate Architectural Engineering, Franklin Institute of Boston LICENSE/CERTIFICATION Member, American Institute of Architects LEED Accredited Professional California Licensed Architect, C31063 PROFESSIONAL AFFILIATION ACI World: World Business Partners Associates Board 2019-Present Airports Council International -North America: World Business Partners Associates Board 2011-2014 Airport Consultants Council: Chairman 1999-2000; Board Member 1996-1999 Chair and co-chair ACC/BAG Global Business Summit, 2011-2015 KEITH THOMPSON, AIA, LEED AP Principal I Principal in Charge Keith is a registered architect with over 40 years of planning and design experience assignments at more than sixty airports worldwide. His experience in aviation facility planning and design includes project and program teadership with an emphasis on terminal design and planning. Over the course of his career, Keith has directed a significant number of Gensler's aviation planning and design engagements at greenheld and renovation/expansion projects leading to constructed terminal work in both U.S. and globally including large (Incheon Terminal 2: 385,000 sm), medium (John Wayne: 26,000 sm) and small (Carlsbad: 1,700 sm). Most recently he has provided leadership on over $3 bitlion in ongoing major terminal renovation and expansion projects at LAX including the Midfield Satellite Concourse, Terminal 4/5 redevelopment, Terminal 2/3 redevelopment and the San Diego Terminal 2 FIS. SELECT PROJECT EXPERIENCE Palm Springs Regional Airport (PSP), Palm Springs, California • Holdroom Design (Principal -in -charge) • Security Modifications (Planning Manager) • Airport PFC Application (Principal in charge) • Air Service Study (Project Manager) • Terminal Expansion Design (Design Advisor) • International Arrivals Area Study (Project Manager) Terminal Area Development Plan (Project Manager) American Airlines (LAX), Terminal 4/5 redevelopment, (Program Director) Los Angeles Delta Airlines (LAX), Delta Airlines, Delta Sky Way (Principal in Charge) Los Angeles, CA Los Angeles International Airport (LAX), Los Angeles, CA Turner/PCL JV Executive team, Midfield Satellite Concourse Principal in charge, On -call services (multiple projects • Project Director, In -Line EDS Design -Terminals 1-8 Project Director, SSCP Design - Terminals 1-8 • Terminal Planning Director, Domestic Terminal Security Planning • Planning Director, Terminal 3 Design • Principal -in -charge, South -side Taxiway re -design • Terminal planner, Terminal Five Design Terminal Planner, Terminal Two Design San Diego Airport, Lindbergh Field (SAN), San Diego, CA* • FIS expansion design -build, (Principal in charge) • Terminal 1 and Roadways Project (Principal in charge) • Terminal Planning, Airport Development Plan Airport Master Plan, (Principal -in -Charge) • West Terminal Expansion, (Design Advisor) • Terminal Concept Study, (Project Manager) McClellan -Palomar Airport (CLD), Replacement Terminal Design, (Project Manager) Carlsbad, CA _ u 4 TERENCE YOUNG, AiA, LEED AP BD+C Principal I Design Director With nearly 30 years of experience leading both large and small teams in airport and terminal design, Terence provides leadership as a Senior Architectural Designer, a Principal of the firm, and a Design Director for Gensler Los Angetes' aviation studio. As a LEER Accredited Professional, Terence explores sustainability features in every design challenge. He also leads office -wide sustainability initiatives for the LA office as a member of the LA Sustainability Committee. He is passionate about civic commissions as his interest lies in creating world -class, iconic environments that express a cultural heritage and serve a mass transit -using population. His experience in airport design, public transit stations appeals to his sense of social responsibility and community service, which he feels that architecture is obligated to provide. BACKGROUND SELECT PROJECT EXPERIENCE 30 years of experience Palm Springs Airport, Security Enhancement Study, Palm Springs, CA • Los Angeles International Airport, Los Angeles, CA EDUCATION Various On -Call Services Master of Architecture, Southern California Intermodal Transportation Facility - West Institute of Architecture Midfield Satellite Concourse Bachelor of Architecture, University of LAX Design Guidelines Michigan Terminal 3 Renovation • Oneworld Alliance First Class Lounge LICENSE/CERTIFICATION San Diego International Airport, San Diego, CA Member, American Institute of Architects Terminal 1 and Roadways LEED Accredited Professional BD+C Federal Inspection Station California Licensed Architect, C30653 Airport Development Plan • Delta Airlines, Delta Sky Way at LAX, Los Angeles, CA • American Airlines, Terminal 4 & 5 Redevelopment Program at LAX, Los Angeles, CA • San Francisco International Airport, San Francisco, CA • Terminal 1 Expansion • Terminal • Terminal 3 Boarding Area E • Terminal 3 West Modernizaiton Program • Revenue Enhancement and Customer Hospitality Program • Auckland International Airport, International Departures Experience, Auckland, New Zealand • Incheon International Airport Terminal 2 • Kunming Changshui International Airport, Terminal 2 (design competition), Kunming, China • Uber, Uber Elevate Mobility Hub (design competition) • McClellan -Palomar Airport. Carlsbad, CA • McCarran International Airport, Gates Expansion, Las Vegas, NV • Detroit Metropolitan Wayne County Airport, North Terminal Replacement, Detroit, MI • Chicago O'Hare International Airport. Terminal 6, Chicago, IL oh -Call Architectural Services SE)G�6-_ I BACKGROUND 25 years of experience EDUCATION Master of Architecture, Montana State University, Bozeman, MT Bachelor of Architecture, Montana State University, Bozeman, MT LI CEN SE/CERTI FI CATION Member, American Institute of Architects LEED Accredited Professional BD+C California Registered Architect, C29587 HDLLACE BENDER, AIA, LEED AP BD+C Associate � Project Architect With an extensive architectural background in mixed -use projects, Hotlace is able to apply both her technical and creative design skills in developing a successful project. She has the unique experience of working on San Francisco International Airport and Mineta San Jose International Airport. She draws from her background in retail and hospitality design to enrich the passenger experience, in aviation projects. As Project Architect, Hollace has experience in managing design teams, engineers, consultants and collaborating with clients, who have ranged from private developers to national corporations and government agencies. She is welt versed in all phases of the design process, from predesign through the entitlement process, construction documents and construction administration. SELECT PROJECT EXPERIENCE • San Francisco International Airport, San Francisco, CA Terminal I Expansion Terminal 3 West Modernization Project International Terminal Building, Phase 2 • San Jose International Airport, San Jose, CA Curbside Waiting Area • San Jose International Airport, On -Call Services, San Jose, CA • Entry Sign • Perimeter Security Technology • Exit Lane Technology • Gates 29 & 30 Jetbridges and Hold Room • Scandinavian Designs San Jose Anchor Store, San Jose, CA* • Scandinavian Designs Headquarters & Distribution Center, Petaluma, CA* • Avalon Bay Tenant Improvements, Walnut Creek, CA* • Westgate West Shopping Center Renovation, San Jose, CA* • Umpqua Bank, Napa, CA • Adeline Place, Mixed -Use, Emeryville, CA • Lafayette Mercantile, Mixed -Use, Lafayette, CA* • University of Guam Expansion* • Guam Memorial Hospital Renovation* • USPS Post Office, Saipan* *Experience prior to joining Gensler 1r 3 PETER WILSON, AlA Associate j Theatre Expert Peter thrives on projects that bring communities together. As Project Architect, Peter brings a rigorous approach and a passion for the intricacies of design. His expertise ranges from programming and conceptual design through construction and commissioning_ Peter is analytical and detail -oriented, while also imaginative and exploratory in his design. With over 16 years of experience in theatre as a scenic designer, director, and performer, he applies his vast working knowledge of theatres and technical knowledge to every project. His experience includes 11 new theatres in 6 different projects. He recently completed the feasibility study for the Palm Springs Plaza Theatre, celebrating the historic nature of the Theatre while identifying options for scope of work and providing a wide range of potential budget.. BACKGROUND 16 years of experience SELECT PROJECT EXPERIENCE • Palm Springs Plaza Theatre, Palm Springs, CA EDUCATION Madrid Theatre, Los Angeles, CA Master of Architecture, Harvard University Academy Museum of Motion Pictures, Los Angeles, CA* AB in Biochemical Sciences, Harvard Directors Guild of America, Los Angeles, CA University Variety Arts Theater, Los Angeles, CA Greek Theatre, Los Angeles, CA* LICENSE/CERTIFICATION Saban Media Center, Hollywood, CA Member, American Institute of Architects Sony Music Recording Studio, Culver City, CA California Licensed Architect, C35304 RCA Records Recording Studio, Culver City, CA Two70 on Quantum Class Ships, Royal Caribbean Cruise Lines* • Lionsgate, 2700 Colorado, Santa Monica, CA • Sony Pictures, Akio Morita Building, Culver City, CA HBO, 8777 Washington, Culver City, CA Tempe Center for the Arts, Tempe, AZ* Dr. Phillips Center for the Performing Arts, Orlando, FL* • Walt Disney Theater • Pugh Theater Steinmetz Hall CSI, L. Ron Hubbard Hall, Clearwater, FL • The Edison, Lake Buena Vista, FL *Experience prior to joining Gensler Cm -Cali Archltecturat Sei- ices SUQ#08-2 i i 5 BACKGROUND 41 years of experience EDUCATION Master of Architecture, UCLA Graduate School of Architecture and Urban Planning Bachelor of Fine Arts, Rhode Island School of Design LICENSE/CERTIFICATION Registered Architect, California Member, American Institute of Architects RICHARD STONER, AIA Senior Associate I Arts/Public Buildings Expert Richard's design work is informed by a thorough, real -world understanding of building systems and processes. Over his 41-year career, he has brought great design judgment and appreciation of quality construction to a variety of projects, especially institutional work for museums, galleries, and collection installations. Richard joined Gensler in 2014 to coordinate construction systems and details for the Academy Museum of Motion Pictures in association with Renzo Piano Building Workshop. His previous experience includes his work on the Getty Center, the San Jose Civic Center, and UCLA's Broad Art Center. As well as directing museum and exhibition design projects for the Art Institute of Chicago, the Harvard University Art Museums, and the Speed Art Museum while at wHY Architecture. SELECT PROJECT EXPERIENCE • Academy Museum of Moving Pictures, with Renzo Piano Building Workshop Los Angeles, • LA Institute, Los Angeles, CA • Art Institute of Chicago Collection Galleries, Chicago, IL* Biblioteca Alexandrina Museum and Conference Center, Cairo, Egypt* • The Getty Center, Los Angeles, CA* • Harvard University Art Museums Collection Galleries, Cambridge, MA* • Pomona College Studio Art Building, Claremont, CA* • San Jose Civic Center, San Jose, CA* • The Speed Art Museum, Louisville, KY* • UCLA Broad Art Center, Los Angeles, CA • Larchmont Village Plaza, Los Angeles, CA • Olympic Life Events and Science (OLES), Los Angeles, CA • Entrada Creative Office Building, Culver City, CA • Lumen West LA, Los Angeles, CA • Westside Creative Office Due Diligence, Los Angeles, CA *Experience prior to joining Gensler Subconsultant Firm Profile PBS Engineers, Inc. is a full -service mechanicat, etectricat and plumbing (MEP) consulting firm with a staff of over seventy- five professionals, all committed to providing innovative solutions and personalized engineering services. The PBS Engineers mission is to "Provide WOW Through Service" PBS offers a wide range of engineering services that inctudes the design of mechanical, electrical, plumbing, fire protection and technology integration. The PBS Team brings a unique level of experience to every project with its industry ranging portfolio of work. PBS proven itself to be a leader in engineering field by being recognized as a Top Engineering Firm by ENR California, Consulting Specifying Engineer and Building Design and Construction. PBS differentiates itself through a commitment to quality design, constant communication and responsiveness to client needs. PBS Engineers is a California Corporation founded in August 2003. We are headquartered in Glendora, with offices in Los Angeles, San Diego and in Houston, Texas. Work for the City of Palm Springs will be done out of our headquarters in Glendora. We have extensive experience working on many On -Call contracts for various public agencies, including the City of Los Angeles Airport Authority, City of San Diego Airport Authority, Los Angeles Unified School District, Los Angeles World Airports (LAWA), San Diego County Regional Airport Authority, City of San Dimas and John Wayne Airport. We have a magnitude of MEP engineering experience with other various government agencies, such as; Los Angeles Department of Building and Safety (LADBS), Los Angeles Bureau of Street Lighting (LABSL), Department State Architect (DSA), City of Long Beach, City of Simi Valley, City of Santa Ana, Los Angeles County, City of Torrance, City of Monterey Park, Los Angeles County Metropolitan Transportation Authority, and Office of Statewide Health Planning and Development (OSHPD). PBS Engineers is a certified Small Business Enterprise (SBE), Minority Business Enterprise (MBE), and Disadvantaged Business Enterprise (DBE) corporation. Walter P Moore is an international company of engineers, architects, innovators, and creative people who solve some of the wortd's most complex structural, technological, and infrastructure challenges. Providing structural, diagnostics, civil, traffic, parking, transportation, enclosure, technology consulting, and construction engineering services, we design solutions that are cost- and resource -efficient, forward - thinking, and help support and shape communities worldwide. Founded in 1931 and headquartered in Houston, Texas, our 700 professionals work across 21 U.S. offices and five international locations. Spurlock's services include landscape architecture, planning, and urban design. Spurlock has over three decades of experience on parks and public open space projects throughout southern California. They have great experience working as prime consultant and subconsultant with many local Municipatities and School Districts within San Diego County, Irvine, Riverside, San Bernardino, and Palm Springs. Since 2016, Spurlock has been one of San Diego's selected landscape architecture firms to perform as -needed design services for various park improvement projects throughout the City. Projects have ranged from designing mini parks and upgrading play structures to preparing General Development Plans for community parks, upgrading turf fields, retrofitting irrigation systems, upgrading ADA accessibility and amenities, and managing community outreach programs. Spurlock's work celebrates all aspects of the design process from rigorous problem -solving, to an eye for budget realities, to the passionate expression of their client's aspirations. Spurlock has often been applauded for creating superior graphics, sketches, diagrams and drawings that help visualize a project's possibilities. Combined with various types of user input workshops, these graphics are integral to their design process, and form the basis of their dialog and communication with clients and stakeholders. Established by Andrew Spurlock in 1988, Spurlock has grown to include three Partners, and average of 18 employees based in San Diego, California. As the firm has grown, the result has been a lively collaboration on a broad range of projects that have earned national, state and local awards from the American Society of Landscape Architects, the American Institute of Architects and the American Planning Association. Spurlock is a California certified Small Business Enterprise (SBE), Small Local Business Enterprise (SLBE), and certified Woman -Owned Small Business (WOSB). (;;)-(.ail.Arcrrieuurak tiei vices SJL4#Ozi Chattel, Inc., owned and operated by principal historic architect and architectural historian Robert Jay Chattel, AIA is a consulting firm that provides solutions for historic properties. For over 25 years Chattel's staff of architects. historians, and planners has worked to get financial incentives like tax credits for rehabilitation projects. Chattel also helps governmental agencies and stakeholder groups identify important community resources and plan for their preservation. The regulatory world surrounding development projects can be complex, but Chattel has the skills and experience to streamline project review and achieve creative changes to historic properties. Chattel assist clients throughout the western United States from its Los Angeles office. Chattel, Inc. offers a full range of preservation -related services, including: • Section 106 of the National Historic Preservation Act compliance • National Environmental Policy Act (NEPA) documentation • California Environmental Quality Act (CEQA) historic resources technical reports and Environmental Impact Report (EIR) sections Secretary of the Interior's Standards for the Treatment of Historic Properties (Preservation, Rehabilitation, Restoration, and Reconstruction) conformance and design collaboration • State Historical Building Code guidance • Certificates of appropriateness assistance Historic resources surveys and historic property evaluations • Historic context statements • National Register, California Register, and local landmark nominations • Rehabilitation tax credit applications • Mitts Act applications and rehabilitation plans; pre -approval and periodic inspections Save America's Treasures and other grant program assistance • Historic American Buildings Survey (NABS) documentation Interpretative and educational publications and exhibits • Consultation with government staff and officials, including State Historic Preservation Officer (SHPO) • Peer reviews and expert testimony Historic preservation ordinances and plans Founded in 1980. Jensen Hughes, a Corporation, has been in business for over 40 years. Headquartered in Baltimore, MO, USA, we serve our customers globally through more than 90+ office locations strategically positioned in major metropolitan areas. Our team of over 1,400 professionals has the capacity to assist from any region on a variety of projects to satisfy the needs of our clients. We are a global team of engineers, scientists and consultants dedicated to carrying on a rich legacy of our founders who believed in advancing the science of safety to protect what matters most through technical excellence. Our roots were planted 80 years ago, and we have remained committed to earning our clients' trust when it comes to addressing the complexities of safety and security. We have since expanded to operate in more than 100 countries to help meet the growing needs of our clients. We have also over the years, and through additions of specialized, industry - leading firms, continued to build on our core strengths in code consulting, fire protection engineering and risk analysis to now expand our expertise in areas such as forensics, emergency management and security to better support the spectrum of our clients' priorities from risk mitigation to compliance and resilience. Assessment of Existing Facilities Building managers, owners, insurers and property investors need to be aware of existing building conditions, intended use and capabilities of building features and systems, expected equipment lifetimes, proper maintenance procedures, outstanding deficiencies, applicable code requirements and recommended corrective actions with budget estimates. Property Condition Assessments can identify existing deficiencies and forecast financial implications of deferred maintenance items or unrepaired deficiencies. With expertise in evaluating virtually all building types, our reports can be tailored to the distinct client and project needs, providing the necessary information to make the best business decisions for a single building, or across a portfolio. lfi LAnsler I Gi�y of Nan 5prs: 41, 'V4V..YY.x. uv� -;rill "'•aS.. :.-�',s., .f? °'�<- .Rir. .- ..i . DANIEL TRAUB, PE, SE Principal I Structural Engineer Daniel is a Principal at Walter P Moore with extensive experience across a number of project types including education facilities, healthcare, seismic retrofit, office buildings and office towers, parking structures, and hospitality. He performed structural design and seismic evaluation/retrofit for a variety of buildings incorporating a wide range of structural materials and seismic resisting systems. Daniel works with an open mind at all times, willing to look for ways to improve the same old way of doing things. He is currently working on a few On -Call services and has successfully delivered a wide range of projects. Through his developed relationships he has become a trusted advisor to his clients. BACKGROUND SELECT PROJECT EXPERIENCE 25+years of experience Los Angeles International Airport On -Call Engineering Services, Los Angeles, CA Daniel performed tasks that varied from evaluating damage, preparing repair EDUCATION specifications, load evaluations, seismic assessments/studies and preliminary design Masters of Engineering, University of Texas documents. at Austin Kaiser Permanente Master Campus Architect Agreement, Various Locations, CA Bachelor of Science, Civil Engineering, Daniel has led the design of over 24 projects since 2016 with a combined fee of over University of California, Irvine $250,000. The projects we have completed for Kaiser Permanente are typically for interior room and department renovations, mechanical upgrades and emergency repairs. LICENSE/CERTIFICATION City of Los Angeles Channel 35 Television Station Seismic Upgrade and Expansion, Los Licensed Structural Engineer, CA, 4939 Angeles, CA Licensed Professional Engineer, CA, 63220 Daniel is leading structural engineering services for the Channel 35 Television Station Relocation which consists of relocating the Channel 35 television studio and office PROFESSIONAL AFFILIATION spaces to the historic Merced Theater. The Merced Theatre was originally constructed American Institute of Steel Construction in 1870 and is consider an historic landmark. The new retrofit will comply with State Professional Member Historic Preservation Guidelines and has a goal to reach a minimum of LEED Silver Structural Engineers Association of certification. Southern California Seismology University of California, Los Angeles Various Projects, Los Angeles, CA Committee, Former Board Member Daniel has contributed to over 60 projects on the campus over the past several years as part of a master agreement as well as individual contracts. These projects have included seismic retrofits, HVAC replacements, structure modifications, etc. • Palm Springs International Airport CONRAC, Palm Springs, CA • San Francisco International Airport Air Traffic Control Tower, San Francisco, CA • University of California, San Diego Theatre District Living and Learning Neighborhood, San Diego, CA • City of Hope Administration Office Building, Duarte, CA Los Angeles International Airport Bradley West Terminal 4 Connector, Los Angeles, CA • 6150 Century Blvd Water Damage, Los Angeles, CA • Southwestern College Campus Expansion, Chula Vista, CA BACKGROUND 20+ years of experience EDUCATION B.S., Electrical Engineering University of California, Irvine, California LICENSE/CERTIFICATION Registered Electrical Engineer in California #E-17249 Registered Communication Distribution Designer (RCDD) # 07039 LEED Accredited Professional KUNAL SHAH, PE, RCCD, LEED AP Principal I Electrical Engineer Mr. Shah has over 20 years of electrical engineering experience for municipal, aviation, healthcare, government, commercial and higher educational facilities, which include major State and Federal funded modernization projects. Mr. Shah has extensive experience working on many on -call projects and public agencies within Southern California. He is experienced in designing several types of projects from renovations to new construction allows him to bring different perspectives and solutions to every project he engages. Further, Mr. Shah has experience in multiple delivery methods for projects, including design build, CMAR, and Lean Project Delivery. SELECT PROJECT EXPERIENCE Palm Springs International Airport, Palm Springs, California • Southwest Airlines- Phase 1 - ATO, BSO, Gates and Break Room CONRAC • City of San Dimas, San Dimas, California • On -Call Electrical Services • City of Santa Ana, Santa Ana, California • New Bike Station - Santa Ana Regional Transportation Center • City of Los Angeles Airport Authority - On -Call Residential Sound Insulation Program, Inglewood, California • On -Call Residential Sound Insulation Program, El Segundo, California • On -Call Residential Sound Insulation Program, Ontario, California • City of San Diego Airport Authority, San Diego, California • On -Call Residential Sound Insulation Program • John Wayne Airport, Costa Mesa, California • On -Call Engineering Services • Los Angeles World Airport, (LAWA), Los Angeles, California • On -Call Services for Various Terminal Renovations/Upgrades • San Diego County Regional Airport Authority, San Diego, California • On -Call Mechanical and Electrical Consultant Services • Los Angeles Unified School District, Los Angeles, California • Open -Ended MEP Contract for K-12 Modernization for Various Sites r _ .it- X. 2:1 Gensier I City of Pairn Spn-Ig`5 BACKGROUND 38 years of experience EDUCATION Columbia University, Master of Science in Historic Preservation University of California, Berkeley, Bachelor of Arts in Architecture LICENSE/CERTIFICATION Secretary of the Interior's Professional Qualifications Standards in Architectural History, Architecture and Historic Architecture California Architect, License Number ROBERT JAY CHATTEL, AIA Principal � Preservation Architect In 1994, Robert Chattel established Chattel, Inc., a historic preservation consulting firm based in Los Angeles. Mr. Chattel meets and far exceeds the Secretary of the Interior's Professional Qualifications Standards in architecture, architectural history and historic architecture. He specializes in applying the Secretary of the Interior's Standards for the Treatment of Historic Properties and interpreting federal, state, and local historic preservation law and regulations. SELECT PROJECT EXPERIENCE • Boyle Hotel (East Los Angeles Community Corporation) Engaged in design collaboration on exterior and interior treatments with project architect, and preparation of Investment Tax Credit application. The Boyle Hotel received a National Trust for Historic Preservation Honor Award and Los Angeles Conservancy Preservation Award. Breed Street Shut (Breed Street Shut Project, Inc.) Provided design review and construction monitoring for seismic stabilization and stained-glass window restoration. Prepared National Register nomination, review documentation for environmental review and consulted with federal agencies on Section 106 compliance. The Breed Street Shut Stabilization received a Los Angeles Conservancy Preservation Award. • Casa Romantica Cultural Center and Gardens (City of San Clemente) Participated with Wolf Brown in preparation of reuse feasibility study, environmental and Coastal Commission review for National Register -listed 1928 Spanish Colonial Revival C27398 residence of City founder Ole Hanson. • Mare Island (Lennar Mare Island LLC) California Class B, General Contractor, Participated in strategic planning for Lennar Mare Island, LLC, master developer, and License Number, B692817 City of Vallejo on rehabilitation and reuse of 650-acre historic district at former Mare Island Naval Shipyard. PROFESSIONAL AFFILIATION Mission Santa Barbara American Institute of Steel Construction (Old Mission Santa Barbara, Inc. and California Missions Foundation) Professional Member Prepared Historic Structure Report, engaged geology and conservation consultants, and Structural Engineers Association of prioritized work associated with Save America's Treasures grant. Mission Santa Barbara Southern California Seismology received a California Preservation Foundation Design Award for Preservation. Committee, Former Board Member The Mob Museum (City of Las Vegas) Prepared historic resource assessment and reuse feasibility analysis for the 1933 former U.S. Post Office and Court House. Drafted National Register amendment. Engaged with reviewers to ensure conformance with Secretary's Standards for certified rehabilitation and Save America's Treasures grant. BACKGROUND 20+years of experience EDUCATION Master of Landscape Architecture, University of Colorado, Denver, CO Bachelor of Science Urban and Regional Planning, National Cheng Kung University, Taiwan LICENSE/CERTIFICATION Landscape Architect, California 5145 US Green Building Council, LEED AP, BD+C PROFESSIONAL AFFILIATION American Society of Landscape Architects Society for College and University Planning U.S. Green Building Council YU JU LIU, RLA, LEED AP Principal I Landscape Architect For over 20 years, Liu - preferring the simplicity of her family name - has practiced with a strong focus on urban and regional planning as well as landscape architectural site design. Using her extensive organizational and people skills, Liu has managed the firm's largest projects, both in scope and complexity. As Principal -in -Charge, Liu is involved in ail aspects of project delivery; overseeing design, quality control, budget, and client satisfaction. Her working knowledge of civic scale planning, design and construction processes is extensive, as is her familiarity with various public agencies including the San Diego Port Authority, General Services Administration, Federal Airport Authority, and various Municipalities and School Districts. SELECT PROJECT EXPERIENCE • Broadcom Corporate Campus Streetscape Improvements, Broadcom Corporation/City of Irvine, CA • Harbor Drive Pedestrian Bridge, CIVIC San Diego, San Diego, CA • Landmark Aviation Fixed -Base Operation (FBO) Facility, Landmark Aviation (now Signature), San Diego, CA • Mohnike Historic Adobe Restoration, City of San Diego, San Diego, CA • North Embarcadero Visionary Plan Phase 1, Unified Port of San Diego, CA • Palm Springs International Airport Rental Car Facility, PSIA Authority, Palm Springs, CA • San Diego International Airport (SDIA)Terminal 2 Parking Plaza, SDIA Authority, San Diego, CA • San Mateo County Office Parking Structure, San Mateo County, San Jose, CA • STEM High School, Riverside Unified School District/UC Riverside, CA • City of San Diego, As -Needed Landscape Architecture (2018-present), San Diego, CA • City of National City, As -Needed Landscape Architecture (2018-present), National City, CA • City of Chula Vista, On -Call Landscape Architecture (2020-present), Del Mar, CA • City of Del Mar, As -Needed Landscape Architecture (2011-2018), Del Mar, CA 22 Gel{ to Qt-,, x � a„ i W...2- -rsT 7_1 BACKGROUND 14 years of experience EDUCATION Bachelor of Architecture, California College of Arts LICENSE/CERTIFICATION Accessibility Inspector / Plan Examiner CA, Certified Accessibility Specialist PROFESSIONAL AFFILIATION Associate Member, American Institute of Architects (AIA) Member, International Code Council (ICC) KELLY HANG, CASp, ICC Senior Consultant I Code/ADA Kelly's experience includes more than a decade of design and ADA consulting services provided to private and public entities. Her responsibilities include comprehensive project management of ADA projects of all scales such as civic, commercial, institutional, mixed -use, and mutti-family residential. As an accessibility consultant, she applies federal regulations, such as ADA, ABA, and Fair Housing Act, as well as state and local accessibility standards including Title 24 of the California Code of Regulations to new construction and to existing or renovated facilities. SELECT PROJECT EXPERIENCE • CITY OF PICO RIVERA, CA Project Manager. Developing the Citywide ADA Transition and Self -Evaluation Plan. As a Title II entity, the City's obligation is to conduct a comprehensive evaluation of all City facilities and public rights -of -way. The project includes the evaluation of internal operations to ensure their constituents have equal access to their programs, services and activities. • CITY OF BEVERLY HILLS, BEVERLY HILLS, CA Project Manager. Developing the City of Beverly Hills' ADA Self Evaluation Report and Transition Plan. It includes a comprehensive review of all City programs, services and activities which include assessments of City policy and procedures, City facilities, parks and trails, public rights -of -way and City communications and webpages. • CITY OF LOS ANGELES, LOS ANGELES, CA Project Manager. Providing services related to Certified Access Specialist (CASp) Support Services for the City of Los Angeles' Self -Evaluation and Transition Plan. The project focus is on the accessible elements within the City's owned and maintained facilities and current programs, services, policies and practices as it relates to the City's obligations under Title II of the Americans with Disabilities Act (ADA). On -Call Architectural Services S00#06-21 23 SCOPE OF WORK I Approach and Methodology Below is an outline of a methodology that we use to create budget and allocate resources for an assignment. 1. Obtain the scope from the requesting agency to 7. Develop a fee for the proposed project based on understand if it is a study, a programming effort, the scope, schedule and consultants needed. For a quick visualization, a site/building test fit, a each of the scope elements and / or phases of the renovation, or new construction, project, a fee will be created. The fee can be based on milestone deliverables or by tasks if it is a simpler project. Also at this stage reimbursabtes expenses 2. Develop an approach based on the scope. This is will be projected. the process of pulling out the details that will need to be considered to achieve the overall project. Along The fee will be develop by employing various bench - with the written scope, a basic approach document mark approaches to ensure the best value is being will be prepared to understand all the parts of the provided. First, project roles will be identified based project and identify the resources need to complete on the needs of the project that are shown in the the work. scope and approach. This is where we estimate the amount of time needed 3. Identify the consultants that will be needed to for each role based on the need for each individual prepare the work. skill. We will then estimate the hours per week needed by each role, for each phase, and calculate the fee required to support the team. A second check 4. Identify the user groups, stakeholders and formal will be made by looking at bench mark costs based client that will be responsible for decision making. on a percentage of the fee and/or a cost per square f foot. The work load estimate will be compared to [� the % cost and cost per square foot method to make 5. Identify the budget that the client agency has sure that the fees are in line with general industry allocated for the project. At the start of and On -Call standard for fees. task, the client has usually decided to move forward with design based on an initial internal estimate As the architectural fee is being developed, we will of the overall cost for the project. As the project reach out the consultants needed for the scope of develops and tracks back to the budget number, work and share with them the information that has adjustments to scope are often made to stay within been developed so they can prepare a fee that is the established constraints. Sensitivity to the budget compatible with the scope requested is one of the most important aspects of the design process, especially for task based on -call work. 8. Allocation of resources. As mentioned above, l k I we are creating a large group of staff that will be 6.Obtain / create a proposed schedule for the task. ✓ L J familiar with the contract and the type of work that For simple projects this will take the form of a bar will be considered under the on -call so that they we chart or a written description. For more complex can respond with a team to the assignments as they projects, a design schedule can be prepared in come -up. Microsoft project. The detail that is included in each schedule will vary with the size, needs and aspects of the project. Milestone dates are often provided by the clients need to have a facility operating by a pre- established date. In addition to our process map for completing a scope of work, we have individually addressed the questions proposed in the SOD to fEesh-out our experience and provide examples that respond to the issues presented. 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. Designing buildings, creating construction documents, and participating in the construction process is a core service of our firm. Every project we work on involves collaboration with a consultant team to create the design and its implementation package and leadership to make sure that the vision established at the early stages is embodied in the final product. For many years we have provided services of this nature for the Palm Springs International Airport. The projects have ranged from interiors refurbishments to new passenger processing facilities and landscape improvements. For the team proposed in this SOQ, a recent large scale example of this, is our work at LAX for the renovation of Terminals 2 and 3. This project represents a complex extreme due to the scale, the active environment that needs to be maintained, the program, and the multi -stakeholder client. As a public project, developed by Los Angeles World Airports, a division of the City of Los Angeles, and managed by Delta Air Lines, the project is informed by the design and construction guidelines established by LAWA, responds to the program requirements of the new people mover that is being constructed, and is tailored to the needs of the airline that operates the building. As the architect, we are collaborating with a large consultant team, deeply involved in the review with city agencies (LADBS, Cultural Affairs, Health Department, Industrial Waste, etc.), instrumental in stakeholder collaboration, and work directly with the client representatives. 2. Preparing conceptual drawings, plans and renderings as may be requested by the City for projects being contemplated or visioning sessions with the community. Currently we are working on a conceptual study to improve the passenger experience at the arrivals curb and introduce landscape elements across the Central Terminal Area (CTA) at LAX. This project relies upon 3-d sketches and renderings to communicate the look and feel that is being developed as well as identify the potential renovations. This work will eventually be used to communicate to the stakeholder community to obtain approvals as it moves further into the design process. 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. Creating a great design is only part of the process. Communicating the design and obtaining regulatory approval is just as important in the realization process. Although this process can take many forms, with different cities and process approval paths, our team has deep experience working obtaining approval from the building review side as well as the up -front entitlements process. 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. As part of our last On -Call directly to the City of Palm Springs, we prepared an assessment of the Plaza Theater, working with engineering consulting team, and the Historic assessment consultant the report identified the deficiency of the building that need to be addressed and a vision for the future of the theater. 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. Through our work at Palm Springs international Airport, we have presented to the City Council, The Architectural Review Board, The Airport Commission and various community groups. Most recently, for our work on the proposed Consolidated On Catt Architecturat Services SOQ4#'o i SCOPE OF WORK I Approach and Methodology Rental Car Facility for PSP, we made presentations to the Airport Commission, Rental Car Companies, and City Management. 6. Preparing feasibility studies for new, renovation, and alteration projects. As noted above, we have prepared a feasibility study for the Plaza Theater. Additionally we have most recently prepared a peer review study for the an upcoming concessions program at LAX. Through the assistance of a commercial concessions consultant we proposed physical changes to the design (enlargement, relocations, and realignments) to encourage a greater spend per passenger and provide an appropriate commercial offering for the identified end users of the terminal. Z 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.) codes. This is most often in relation to accessibility issues, potential structural issues or deficient buildings systems. More often we are involved in addressing these types of issues with renovation projects we are asked to undertake. For LAWA we have prepared structural assessments for buildings on their campus and addressed accessibility items. 8. Preparing reports for preliminary documents, working drawings, permitting, construction drawings, specifications, bid documents, and construction cost estimates. As discussed here in this section, this team has a tremendous portfolio of projects that have been designed, documented, and successfully constructed. 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. Although this is not a central focus of our work, we have in the Fires sprinkler and fire alarm systems are a specialty design - past reviewed existing conditions for compliance with current build construction element. Nearly every project we have we worked on requires these systems, or if it is a renovation, then an expansion or modification of the system is required. From the design perspective, we strive to create ceiling systems that can accept these devices and support the design goals for the space. We have worked extensively with our MEP Engineers to give us guidance on the placement and the overall equipment that is needed, but the final installation is the responsibility of the design -build specialist. We have worked with these specialist and their process to make adjustments that meet code and balance design. Over the past few months we have been working on an decorative ceiling above the entry to a club lounge where there were various levels in the ceiling and decorative lighting that needed to be adjusted for coverage of the fire sprinklers and allow for them to operate in an emergency event. 10. Providing construction advisement and/or construction management services, value engineering and advice on projects constructed in phases. As an architecture firm, we do not provide construction management services, but we do bring in experts to advise on the best practices for the design of our projects. Additionally, we work with contractors who can review our work in order to provide constructability feedback during the design phases. This was an important tool when we were renovating and expanding the connections between Terminal 2 and 3 at LAX and maintaining on -going operation. The contractor working in the filed new best the conditions and provided feedback that was provided in the construction documents to address the constraints encountered in the field. Value Engineering is a tool that we have used with many contractors and owners. This is usually encountered in fast track projects where the contractor is underway and proposes changes that they see are beneficial to the costs or schedule of a project. We successfully collaborated in this manner on the corporate campus for Broadcom in Irvine where building systems were evaluated by the contractor and less costly options were accepted - a sub -design build project was created for a bike storage building, a design assist scheme was established for the MEP systems, and mechanical louvers were redesigned for simplicity of installation. It is best to establish realistic budgets before design starts, monitor the evolution of the design with periodic cost estimates and plan for contingencies. 11. Providing documentation, assist in warranty review, participate in project close-out, and provide as -built record drawings as -needed We have a close-out process for all of our projects. As an architect we provide record set drawings based on the changes that were made through sketches and other drawing changes issued during the construction phase and we incorporate as -built elements provided by the contractor at the end of the project into a final deliverable set. 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. Communication and cooperation are an essential bedrock of all projects. Our experience with this can be found in the many On -Call assignments and major projects that this team has completed with Los Angeles World Airports, a division of the City of Los Angeles. Many of the assignments we have preprepared represent the goals of various sub -groups within LAWA. As a point of contact we most often work through the project planning and development group. From there we interact with their engineering department, maintenance, mobility, commercial properties and infrastructure departments. We typically hold workshops with these groups in order to obtain their feedback at the start of a project and then check -in with them over time as the project develops. We also interact with commission boards to present and provide project updates. As part of our airport projects at Palm Springs International Airport, we have coordinated with internal staff to create presentations and provide updates to the Airport Commission. We have also presented to City Council and various community groups for work at Palm Springs Airport. REFERENCE PROJECT a a a Palm Springs Plaza Theatre Feasibility Study Palm Springs, California Gensler worked closely with Assistant City Manager Marcus Fuller as well as City Manager David Ready, Mayor Robert Moon, and Mayor Pro Tern J.R. Roberts to perform a feasibility study for the Palm Springs Plaza Theatre. Finding the original 1934 drawings were well preserved by the Palm Springs Arts Museum, we used the Huntington Library's conservation team to photograph the drawings in order to help resurrect the original atmospheric theatre design. Knowing the limited budget available, we identified multiple options for scope of work, providing a wide range of potential budgets. Gensler presented to the Historic Site Preservation Board and to the City Council in November 2018, and continues to work with J.R. Roberts on fundraising efforts. This project is a great example of the collaborative process that brought together the City and local community to preserve a landmark that celebrates the history and future of performing art in Palm Springs. As a historic assessment project, the team worked to identify key elements that were important to refurbish and enhance, while addressing current code conditions and renovations related to accessibility, structure, mechanical systems, and needed theatrical equipment upgrades. The final report was responsive and attentive to the City's needs, providing a comprehensive assessment of current conditions, outlining elements to be reserved and restored, addressing all building systems, and estimating potential budgets for the rehabilitation. Challenges included working within space constraints, addressing future function, and guiding decisions to meet project goals while maintaining a sensible budget. The design team was instrumental presenting the concept to the stakeholder community to build interest and identify potential funding sources. Project Fee $48,000 Date Range 4/2018 - 11 /2018 Client Reference I R. Roberts, former City Council Member & Mayor Pro Tem, City of Palm Springs (415) 297-9303 ENCL OOR O AT ARCHWAYSDWITTH LOBBY GLAZ D © MAINTAIN SALTILLO TILE AT EXTERIOR LOBBY, EVEN FLIT RESTORE AT © CHANDELIERS WITH Q ENXIS N�INTERIOR ELOB13Y ADD CENTRAL BAR AND © BAR TO GER) STO MILLWORK ETCAT BOX ICE O OFFICE ACROSS FROM BOXO OFFICE DOORWAYS TO INCREASE INTERIOR PUBLIC SPACE AND BECOMES INTERIOR SPACE FIXTURES; ADD NEW COMPATIBLE MINIMAL LIGHTING CENTRAL ROOM (FORMER SOUND BOOTH). CURRENTLY USED BYADJACENT RESTAURANT- POTENTIAL NEED TO MAKE SECOND FLOOR STAIRWAY/ TO HIGHLIGHT EXISTING RECLAIM SPACE. SLL FULLY CONDITIONED SPACE ARCHITECTURAL FEATURES AND ENLIVEN THE LOBBY. CITY OF PALM SPRINGS PALM SPRINGS PLAZA THEATRE OMISGENSLER Gensler 3D VIEW - FOYER AND LOBBY n FORMS I Signature and Addenda Acknowledgement Form ATTACHMENT "A" SIGNATURE AND ADDENDA ACKNOWLEDGEMENT FORM 1. Name of Company: M. Arthur Gensler Jr. & Associates, Inc. Address: 500 S. Figueroa St. Los Ani2eies, CA 90071 Telephone Number: ( 213 ) 327-3600 Contact Person: Neil McLean E-Mail: neit_mclean@genster.com Tax Identification Number: 94-1663305 2. Type of Firm: ❑ Individual ❑ Partnership ❑ Limited Liability Company 191 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 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) 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 1 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. Keith Thompson, Principal. PRINTED NAME AND TITLE 7 3/24/2021 SIGNATURE AND DATE 14 FORMS I Non -Collusion Dedaration Form ATTACHMENT "B" NON -COLLUSION DECLARATION FORM The undersigned, deposes and says that he, she or they isfare an authorized representative of M. Arthur Gensler Jr. & Associates Inc. 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) Keith Thompson, Principal SignatI=- uthorized Representative: (Sign) (Date) 3/24/2021 15 FORMS I Conflict of Interest and Non -Discrimination Certification 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 A ainst 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: M. Arthur Gensler Jr. & Associates, Inc. NAME and TITLE of Authorized Representative: (Print) Keith Thompson, Principal Signature/and Date of Authorized Representative: (Sign) 16 (Date) 3/24/2021 FORMS I Public Integrity Disclosure Form ATTACHMENT "D" t pAue sp ti ul PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM r4L►F4RN� 1. Name of Entity M. Arthur Gensler Jr. & Associates, Inc. 2. Address of Entity (Principle Place of Business) 2 Harrison St. Suite #400, San Francisco, CA 94105 3. Local or California Address (if different than #2) 500 S. Figueroa St. Los Angeles, CA 90071 4. State where Entity is Registered with Secretary of State California If other than Califomia, is the Entity also registered in California? Ll 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 a# officers, directors, members, managers and other fiduciaries for the member, manager, trust or other entity Andrew P Cohen 0 Officer ❑Director ❑Member ❑Manager [name] ❑ General Partner ❑ Limited Partner ❑ Other Philippe Phaneuf ® Officer ❑ Director ❑ Member ❑ Manager [name] ❑ General Partner ❑ Limited Partner ❑ Other Linda Havard ® Officer ❑ Director ❑ Member ❑ Manager [name] ❑ General Partner ❑ Limited Partner ❑ Other 17 FORMS I Sample Professional Services Agreement Professional Services Agreement Gensler has reviewed the proposed agreement and would like to have further discussion on the following items. Requested Modifications to Proposed Contract 1.1 As a material inducement to the City entering into this Agreement, Consultant represents and warrants that Consultant is a provider of first elass work profes- sional services and that Consultant is experienced in performing the Work and Services contemplated and, in light of such status and experience, Consultant covenants that it shall follow the highest established professional standards in performing the Work and Services required in this Agreement. For purposes of this Agreement, the phrase "highest established professional standards" shall mean those standards of practice, professional skill, and care ordinarily provided by architects practicing in the same locality under similar circumstances (Standard of Care). experieneed professionals performing similar work tinder Comment Unlike durable goods, professional services do not come with a "warranty." Instead, they are measured under the applicable professional standard of care. Gensler is committed to providing services that are consistent with this standard. As such, we would re- quest the deletion of any references to the Architect providing warranties in relation to the deliverables and define the Standard of Care as a commitment that at all times during the term of this Agreement the Architect shall perform the Services exercising that degree of skill and care practiced by licensed professionals practicing in the same community under the same or similar circumstances. 1.3 The consultant warrants represents that all Services rendered hereunder shall be performed in accordance with all applicable federal, state, and local laws, statutes, ordinances lawful orders, rules, and regulations. Note: See comment under 1.1 above. 1.4 Consultant represents and war"Tants-to City... 1.5 By executing this Agreement, Consultant warrants reRresents that Consultant (a) has will thoroughly investiga- and consider review the information provided by the City regarding the Scope of Service to be performed, (b) has will carefully consider how the Services should be performed, and (c) #uNy understands the facilities, difficulties, and restrictions attending performance of the Services under this Agreement. If the Services involve work upon any site, Consultant warrants represents that Consultant has or will investigate visit the site and is or will be fully acquainted with the observable conditions there exiting, prior to commencement of any Services. Note: See com- ment under 1.1 above. 2.2 City shall use reasonable efforts to make payments to Consultant within fa y-€rve (45) thirty 30 days after re- ceipt of the invoice or as soon as is reasonably practical. 2.4 If such appropriations are not made, the City may in its sole discretion terminate this Agreement without penalty - to the Eity notwithstanding any other provision of thus agreement to the contrary provided in Section 3.5 of 3.1 Please add the following: Notwithstanding the foregoing, in no event will Consultant be required to provide ser- vices more expeditiously than is allowed by Consultant's professional standard of care, nor will Consultant be held liable for damages due to delays beyond Consultant's control. 3.5 Where termination is dtte to the fatilt of the Consultant and mmediate damger to the health, and welfare, the be general pe-riond _1 notice sha" such shorter notice Consultant shall be entitled to compensation for all servicesfentlered performed through the date of termination prior to receipt of the notice of termanatmon and for an Services authorized by the Contract Officer after such notice. City shall not be liable for any costs other than the charges herem. I _11 ae specified Consultant shall not be entitled to payrnentI'V U performed 5erv0ces,-a.-._' Shall not be entitled to arnages or compensation for termination of . Consultant reserves the right to terminate this Agreement at any time, with or without cause upon sixty (60) days written notice to the City, except that where termination is due to material default by the City, the period of notice may be such shorter time as the Consultant may determine. ten notice to Eity. 4.5 A & B Further consideration of this section is required. 5.1 5.1. D 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 peroeeurterree accident basis with a combined 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. 5.2 Deductibles and Self Insured Retentions. While Gensler's deductible exceeds $10,000, it is commercially reason- able given Gensler's financial standing and Gensler can provide evidence of its ability to satisfy said deductibles. 7.3 All drawings, specifications, reports, records, documents, memoranda, correspondence, computations, and other materials prepared by Consultant, its employees, subcontractors, and agents in the performance of this Agree- ment shall be the property of City and shall be promptly delivered to City upon request of the Contract Officer or upon termination of this agreement, once payment had been received for all outstanding amounts owed to the Consultant. Consultant shall have an unrestricted right to use the concepts embodied tin this Agreement. Note: Typo Gensler requests the following industry standard provisions. Consequential Damages - Mutual Waiver of Consequential Damages. The parties hereby waive special, exempla- ry or consequential damages for claims or disputes arising out of or relating to this Agreement. The parties agree that this mutual waiver includes, but is not limited to, damages incurred by either party for loss of income, lost profit, financing costs, loss of business or damage to reputation. Limitation of Liability - Mutual Limitation of Liability. The parties hereby agree that either party's total liability to the other for any and all injuries, claims, losses, costs, expenses, or damages whatsoever arising out of or in any way related to the Project or this Agreement, from any cause or causes including, but not limited to, negligence and/or breach of contract, shall not exceed the total compensation received by Gensler under this Agreement. Insurance Requirements Gensler has reviewed the proposed insurance requirements contained within the proposed Professional Services agreement. We would like to have further discussion regarding items 5.1.D, 5.2, and 5.3.1, as noted in the contract review above. On Cali ArchiteLwi dt _,LPVices'zui;iTuO i ,i5 LOCAL BUSINESS PREFERENCE PROGRAM Gensler does not qualify and is not requesting for local business preference. F F f'Y Y w, A J tiI S < � r 17 - �''4�'�": - r s '?`,.9+�y.}�. y',• � -�� 1, - r-+t • -:," .i t' �- aYs o &VI TAT ? a i?x: • n r max, , 4'' a� `��, ' s'i 't y i 't it • 4'f , y •'.�R �'# � s ,thy t { w l �' :r ,� :� .� ! � w ct _:�rr �'" rR - -� �s.= ,� r .. r � �.�;y �Cfi �n i,� i ,o�� .�, : t'S���( ['� '�7 a. y_r• .r3� � �•�.: w -.# ,,� i.. y fiT �� �r �� yF 4 '�,rf ! x' ti a'F � �tx � ���i: `,� ��� t'}� `� � 3�4, Abu Dhabi Morristown Atlanta Munich Austin New York Baltimore Newport Beach Bangalore Oakland Bangkok Philadelphia Beijing Paris Birmingham Phoenix Bogota Portland Boston Raleigh -Durham Charlotte San Antonio Chicago San Diego Dallas San Francisco Denver San Jose Detroit San Jose Dubai Sao Paulo Houston Seattle Hong'K ng:<. Shanghai Miami Minneapolris , � � r 4.4 (tit"� L4 W 1 JPy J.. 5lFigueroa Street CA 90071 L+TeI .2]3 00 �` Fax 213. 01 r gensl.er.c _ EXHIBIT "D" SCHEDULE OF COMPENSATION Rev 5/1120 55575 18165' 32900159 2 Los Angeles Gensler Billing Rate of Proposed Team Members Neil McLean, Design Manager $250.00 Terence Young, Design Direcctor $225.00 Hollace Bender, Project Architect $225.00 Peter Wilson, Theatre Expert $180.00 Richard Stoner, Arts/Public Bldgs. Expert $225.00 Gensler GENSLER'S STANDARD BILLING RATE Los Angeles Billing Rates Category Hourly Rate Principal In Charge $225 - $400 Design Director $180 - $250 Design Manager $180 - $250 Project Architect $160 - $250 Intermediate Project Designer $140 - $180 Junior Project Designer $100 - $130 Administrative $ 75 - $120 PB S_ ENGINEERS MECHANICAL ELECTRICAL PLUMBING I CONSULTING ENGINEERS 2021 SCHEDULE OF CHARGES The fee for our services will be based on the charges listed below. All fee quotations are applicable for a period of ninety (90) days from the date of the proposal to which this schedule is attached. We reserve the right to modify these rates upon thirty (30) days advance notice. PERSONNEL/HOURLY RATE Principal Engineer $185 Senior CADD/Revit Operator $117 Project Manager $160 Project/Senior Engineer $140 Senior Designer $127 Designer $122 CADD/Revit Operator/Drafting $97 Senior Field Representative $122 Field Representative $112 Word Processor/Clerical $94 These rates apply to regular time and travel time in the continental United States. A maximum travel time of eight hours will be charged in any day. Overtime, if required in the interest of the project, will be charged at the above rates for professional personnel and at 1.5 times the above rates for other personnel. Overtime will apply to time in excess of eight hours per weekday and all time on Saturdays, Sundays, and holidays. In the event of adverse weather conditions or other factors beyond our control, a standby charge of four hours per weekday will be made for field personnel. Reimbursable expenses are in addition to personnel rates. Reimbursable expenses will be billed at cost except as noted below. MISCELLANEOUS CHARGES Passenger Car $0.58/mile Plotting $5.00/sheet Photocopy $0.07/page INSURANCE PBS Engineers maintains Professional Liability, General Liability Insurance for bodily injury and property damage with a limit of $1,000,000 per occurrence for its own account and will furnish certificates of such insurance upon request. In the event the client desires additional coverage, we will, upon the client's written request, obtain additional insurance at the client's expense. Glendora I Houston I Los Angeles I San Diego 2100 East Route 66, Suite 210 Glendora, CA 91740 I T 626.650.0350 F 626.650.0352 www.pbsengineers.com Page 1 AT TA'. Walter a••.' P M*Ore ft Hourly Rates STRUCTURES GROUP 2021 Category Senior Principal $360.00 Principal $320.00 Senior Project Manager $280.00 Senior Consultant $300.00 Design Manager $240.00 Specialty Structures Engineer $225.00 Project Manager $210.00 Senior Engineer $185.00 Engineer $160.00 Graduate Engineer $140.00 Senior Field Representative $110.00 Intern Engineer $95.00 Senior Technical Designer $200.00 Technical Designer $160.00 Construction Technical Designer $140.00 Graduate Technical Designer $120.00 Senior Technical Modeler $150.00 Technical Modeler $120.00 Project Accountant $130.00 Senior Administrative Assistant $125.00 Administrative Assistant $100.00 Senior Parking Consultant $220.00 Parking Consultant $170.00 Senior Parking Designer $140.00 Parking Technical Designer $130.00 Enclosure Technical Design Director $300.00 Enclosure Senior Technical Designer $230.00 Enclosure Technical Designer $160.00 Enclosure Graduate Technical Designer $136.00 Notes: These billing rates are effective January 1, 2021 through December 31, 2021. Rates for services provided after December 31, 2021 may be adjusted by 4% annually. Chattel, Inc. I Historic Preservation Consultants RATE SCHEDULE Name Title/Area of Expertise Hourly Rate Robert Chattel Princi al/Preservation Architect $360 Leslie Heumann Principal Associate $180 Christi di lorio Principal Associate $180 Susan O'Carroll Ph.D. Consulting Principal Associate $180 Nels Youngborg Senior Associate $150 TBD Associate III $140 Aleli Bala uer Associate II $120 Alvin -Christian Nuval Associate II $120 TBD Associate 1 $100 TBD Office Manager $60 Narek Mkrtoumian Intern $40 CD:-, JENSEN HUGHES Advancing the Science of Safety Jensen Hughes Standard Rates .................................................................. Labor Category .................................................................. _..................................... . ..................................... 2021 Technical Fellow .................................................................. $ . ..................................... 298 Senior Consultant 4 .................................................................. $ . ..................................... 298 Senior Consultant 3 .................................................................. $ . ..................................... 289 Senior Consultant 2 .................................................................. $ . ..................................... 275 Senior Consultant 1 .................................................................._..................................... $ 256 Consultant 4 .................................................................._................................... $ 244 Consultant 3 .................................................................. $ . ..................................... - 215 Consultant 2 .................................................................. $ . ..................................... 195 Consultant 1 .................................................................. $ . ..................................... 190 Associate 3 .................................................................. $ . ..................................... 180 Associate 2 .................................................................. $ . ..................................... 165 Associate 1 .................................................................. $ . ..................................... 144 Senior Technician .................................................................. $ . ..................................... 132 Technician / Intern .................................................................. $ . ..................................... 98 Project Admin .................................................................. $ _..................................... 115 Admin .................................................................._..................................... $ 98 2099 S State College Boulevard, Suite 540 Anaheim, CA 92806 USA O: +1 714-450-1700 F: +1 714-450-1701 . Jen5 enit t tg1 e.s. com Gensler 1 City of S P U R L 0 C K 2122 Hancock St San Diego, CA 92110 619-681-0090 spurlock-land.com Standard Hourly Rates Spurlock Landscape Architects will provide professional services at the following hourly rates: Role Hourly Rate Design Principal $225 Principal $175 Project Manager $150 Job Captain $125 Landscape Designer $100 Admin $80 Intern $65 rates current as of January 2020 6 Landscape Architecture Urban Design + Planning 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. 511 RO 55575 18165' 32900159 2