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HomeMy WebLinkAboutA7026 - ALTA PLANNING & DESIGN, INC.Page 1 of 1 .' Q • ® DATE(MM, DD�YYYY) CERTIFICATE OF LIABILITY INSURANCE 06/27/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement a . PRODUCER CONTACTN: WTW Certificate Center AME Willie TRears Matson Insurance service. Nest, Inc PHONE c/o 26 Cactuzy Blvd ADDRE 1rt-877-946-7378 1-aaa-6aT-2D7s E-MaL P.O. Box 305191 oaificatugwtWeo.00m Wasbeillo, TV 372305191 UsA RECEIVED MWASa61 AFMADING COVERAGE NA�a _ - INSURED JUL 15 2024 INSUERA: Liberty MI Fire Insurance Caapany 23035 INSURERS: Liberty Insuranw Corporation 42404 Alta Planning ♦ Design, Inc. 711 SE Grand Ave IMBIIRERC: '" Arcioan Guarani** and Liability Insurance 26217 Portland, OR 97214 OFFICE OF THE CITY CLERK INSURERD: Allied World Burplua Linea Insurance Comps 24319 INSURER E : COVERAGES CERTIFICATE NUMBER: W34102696 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. — - _-A06L'SUBiF ICYErr LIMSp' TYPE OFINSURANCF POLICY NUMBEII MPOLICY MM90V� LIMITS �( CpAMERCIAL GENERAL LL481UTY EACHOCCURRENCE $ 21000,000 �— ^ x �DAMAGE T 1,000,000 CLAIMS MADE OCCUR PREMISES.(Ea,opwrrence) 4 A MED EXP (Any one person) 8 25,000 Y TB2-641-446161-053 12/31/2023 12/31/2024j PERSONAL &ADV INJURY ',S 2,000,000 L AGGREGATE LIMIT APPLIES PER: FVx _GENERAL AGGREGATES 41000,000 POLICY ` PEPT I LOC PRODUCTS DOMROP AGO S 4,000,000 OTHER $ AUTOMOBILE LIAIMUTV COMBINEDSINGL LIMIT $ 51000,000 x ANY AUTO BODILY INJURY IPer person)'$ a OWNED SCHEDULED Y A87-641-446161-043 22/31/2023 12/3112024, BODILY INJURY (Per aoci0w9 $ AUTOS ONLY AUTOS _ HIRED NON -OWNED PROPERTY DAMAGE g AUTOS ONLY AUTOS ONLY j.L9.(io91A.LnA S C UMBRELLA LIAR EACHOCCURRENCE S 10,000,000 .. EXCESS DAB i, ADC B341T46-00 — GLA M54AAOE 12/31/2023 12/91/2024 AGGREGATE q 30, 000, 000 � r DED RETENTION$ S WORKERS COMPENSATION 'x 01H- STATUTE E_R... AND EMPLOYERS'LIABILTTY __. B ANYPROPRIETORIPARTNERIE%ECUTIVE No EACH ACCIDENT $ 11000,000 OFFICER,MEMSER E)CLUDED7 NIA MCT-641-446161-063 ❑ 12/31/2023 12/31/2024�E.L (MWgalory to NN) IEL DISEASE EA EMPLOYEE $ 11000,000 If 6&s .I a under OESCYYq. RIPTION OF OPERATIONS We . E.L. DISEASE POLICY LINT $ 11000 000 D Professional Liab incl Pollution 0313-8987 07/01/2023 12/31/2024 Each Clain Liait $5,000,000 Policy Aggregate $5,000,000 DESCRIPTION OF OPERATIONS f LOCATIONS. VEHICLES (ACORD 101. Addllional Remarks Schedule, may be shaehed it more apace is requvetl) PROJECTS AS ON FILE MITE THE INSURED INCLUDING BUT NOT LIMITED TO THE BICYCLE FRIENDLY BUSINESS DISTRICT DISTRICT EDUCATION AND STAKEHOLDER ENGAGEMENT PROJECT. THE CITY OF PALM SPRINGS, ITS OFFICIALS, AND EMPLOYEES ARE ADDITIONAL INSUREDS WITH RESPECTS TO GENERAL LIABILITY AND AUTO LIABILITY, AND THESE COVERAGES ARE PRIMARY AND NON-CONTRIBUTORY, IF REQUIRED BY WRITTEN CONTRACT CFRTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE CITY OF PALM SPRINGS 3200 E. TAHQUITZ CANYON WAY PALM SPRINGS, CA 92262 © 1988.2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD se 1c 26080304 ..T x- 3520279 6971 2 ' of CONTRACT ABSTRACT 2 Originals: Agreement Contract Company Name: Alta Planning + Design, Inc. Company Contact: Deven Young Summary of Services: CP# 08-26, Tahquitz Creek Levee Improvements Contract Price: $111,500.00 ee-v 1,� �/ r Funding -Source: 134-4497-55011; 135-4374-55011 ! Contract Term: To be determined by the Notice to Pr eel Cov n Contract Administration Lead Department: Engineering Service Contract Administrator: Thomas Garcia/ vat Khamphou/George Farago J Contract Approvals 11 Council Approval: Sept ber 6, Resolution Number: N/ i Agreement Number: A7026 Contract Compliance bits: Attached tures: Attached .trance: On file Bonds: N/A Contract Prepared By: Submitted on. 9/18/2017 1 t 7 By: Vonda Teed 711 SE Grand Ave Portland, OR 97214 (503) 230-9862 www.altaplanning.com Wednesday, November 22, 2017 Vonda Teed City of Palm Springs 3200 E Tahquitz Canyon Way Palm Springs, CA 92262 Re: Tahquitz Creek Levee Improvement Contract Dear Vonda, RECEIVED AT OF PALH SPR Nij.: 2Jt7 NOY 27 PM 1= 54 Ji FICE OF E HE CIPI I vLEl\.. coui e_l 15 4 h� In accordance with Section 5.1(A)(1)(a) of the professional services agreement between Alta Planning + Design, Inc., and the City of Palm Springs, Alta hereby certifies: Alta Planning + Design, Inc. is presently a defendant in C.A. File No. 2016-CP-40-06901, pending in the Court of Common Pleas for Richland County, South Carolina, titled Amanda Creel Godfrey, Plaintiff v. City of Columbia, Richland County, Alta Planning + Design, Inc., and AOS Contractors, Inc., Defendants. The case involves tort claims by a homeowner against the City of Columbia, Richland County, Alta Planning + Design, Inc., and AOS Contractors, Inc., for property damage, related to alleged deterioration of a bank owned by the City of Columbia and adjacent to property owned by Plaintiff Amanda Creel Godfrey in connection with the conversion of a railway into an exercise trail. Alta's scope of work for the project did not include any design related to the bank at issue, other than adjustment of grade to prevent failure, and the City and Contractor never implemented the design specified, and the City of Columbia retained a separate geotechnical consulting firm to ensure the structural integrity of the bank. Alta vigorously contests the suit, and no defendant to the suit has asserted cross -claims against Alta and Alta's available insurance coverage is sufficient to cover the full amount of the claim. Sincerely, George Hudson President, as duly authorized Alta Planning + Design, Inc. www.altaplanning.com I _k6_ P ct s-�t c, Cindy Berardi From: Cindy Berardi Sent: Tuesday, October 31, 2017 8:45 PM To: Vonda Teed Subject: FW: Alta Planning + Design Inc Attachments: Page from Alta Contract.pdf Have you received anything from them? Cynthia A. Berardi, CIVIC Chief Deputy City Clerk City of Palm Springs P. O. Box 2743 Palm Springs, CA 92263 (760) 323-8204 (760) 322-8332 fax Please note: City Hall is open Monday -Thursday 8:00am-6:00pm, and we are closed on Fridays. From: Vonda Teed Sent: Monday, October 23, 2017 2:09 PM To: 'Lori Andrews' Cc: devenyoung altaplanning.com; Savat Khamphou; Tabitha Richards; Cindy Berardi Subject: RE: Alta Planning + Design Inc Good afternoon Lori, After review of the Certificate of Insurance for Alta Planning + Design by our Legal Department, it has been determined that the Professional Liability Endorsement is missing per Section 5.1 A(1) of the agreement (attached). Please send this to me as soon as convenient. The agreement cannot be fully executed until this is received. Let me know if you have any questions. Thank you, Vonda L. Teed Engineering Secretary City of Palm Springs Engineering Services Department 760-323-8253 X8737 PAI5 h CALIFORNIA� Like no place else.' From: Lori Andrews [mailto:Lori.AndrewsCabusi.com] Sent: Wednesday, October 04, 2017 3:49 PM -noA 4uog1 -a8ossaw joui6uo ag44o saidoo po Aoa{sap put) Bowe Ajdea Aq aapuas agl;oo4uoo asoajd 'aoaaa ui u014001unww00 SIg4 paAiaoai anoq puo 4uaidigaa papua4ui aq4 {ou ait) noA i/ ,pa4!giq-d si ug4nq!j ip jo ajnsojosip 'asn 'MaiAaa pazuog4noun Auy -ugf4owjojui pa6aliAud puo joguapquoo uiO4u00 ADW puo (s)4uaidioaa papua4uw ago jo asn alos aq4 joj si s4uawgoojjo Auo fuipnloui 95ossaw Iiowa sIg4 ui pauit)iuoo u0140wJOA4 ag1:a0U0N A4!IQ'4uapyuOD 'paganbaj anoq n0A ugt400 ago Bw4o4 aq prM puo a6t)ssaw Jn01c paAiagaJ anoq aM {t)g4 6ui4uM ui nog( o4 paw4juoo A14uanbasgns anoq am ssalun a60aan00 a40uiuua4 Jo a6UOgo 'pwq 'aoo/d o4 suO'40() {su( sn aAi6 o{ jo wiolo o podai of sn of uoi{ootunwwoo 1iowe uo Alai 4ou Aow not }oq{ a4ou ast)aId oapiA 4oleM 4 suollnloS luall:) Sulaanllad of yoeoiddd in0 o3DViNVAdd 3NO isn 3Hl S£SSZ30 # Aoua2v — asua:)ll y0 90EbS90 # IenplAlpul — asua:)ll VD woo'Isn'MMM I woo'Isn sMalput/'IJol 9b£6b dIOA I SbSS'SL9'LLS :l 19b£b'66Z'E0S ZEZL6 NO PUellJod 00£i ajlnS'yewou}InW 3N OOL ;sanny:WoN isn JaSeueW jun000y ol:)'SM3U(IN`d Cl IHOI 'nog( jueq i •anoul aw jal aseald 'suoilsanb Aue aney noA 1I painsul anoge ay; uo paisanbai nog( a}eollllaao ay} sl payoelly 'epuon ouI u6lsaa + 6uluueld elIV ::pa[gnS ,woo•6uluueldejle@speajuoo, ::):) pal epuOA :ol PROFESSIONAL SERVICES AGREEMENT ALTA PLANNING + DESIGN, INC. TAHQUITZ CREEK LEVEE IMPROVEMENTS (CP 08-26) THIS PROFESSIONAL SERVICES AGREEMENT ( "Agreement") is entered into, and effective on lQ • %n , 2011-, between the CITY OF PALM SPRINGS, a California charter city and municipal corporation, ("City") and ALTA PLANNING + DESIGN, INC., a CALIFORNIA CORPORATION ("Consultant"). City and Consultant are individually referred to as "Party" and are collectively referred to as the "Parties". RECITALS A. City has determined that there is a need for professional engineering services -for the administration, design, and constructin support services for the Tahquitz Creek Improvement, City Project No. 08-26 ("Project"). B. Consultant has submitted to City a proposal to provide administration, design, bid support, and construction support services to City for the Project under the terms of this Agreement. C. Consultant is qualified by virtue of its experience, training, education, reputation, and expertise to provide these services and has agreed to provide such services as provided in this Agreement. D. City desires to retain Consultant to provide such professional services. In consideration of these promises and mutual obligations, covenants, and conditions, 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 by 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 and Services contemplated and, in light of such status and experience, Consultant covenants that it shall follow the highest professional standards in performing the Work and Services required in this Agreement. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized as high quality among well -qualified and experienced professionals performing similar work under similar circumstances. 720669.1 1 ORIGINAL BID Revised: 4/27/17 AND10R AGREEMENT 1.2 Contract Documents. The Agreement between the Parties shall consist of the following: (1) this Agreement; (2) the Scope of Services; (3) the City's Request for Proposals; and, (4) the Consultant's signed, original proposal submitted to the City ("Consultant's Proposal"), (collectively referred to as the "Contract Documents"). The City's Request for Proposals and the Consultant's Proposal, which are both attached as 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, 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,5). 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. 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 and Services 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 Services 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 and Services 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 CIla j 4110U 2 Revised: 4/27/17 72066(), I3- �6 !�� �rR �► R 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 Resaonsibilities 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 in this Agreement by reference. Compensation shall not exceed the maximum contract amount of One Hundred Eleven Thousand and Five Hundred Dollars, ($111,500) ("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. The maximum amount of city's payment obligation under this section is the amount specified in this Agreement. If the City's maximum payment obligation 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. 3 Revised: 4/27/17 720669.1 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 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 Chances 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 by reference. 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 period(s) specified in the Schedule of Performance for performance of the Services rendered under this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant (financial inability excepted) if Consultant, within ten (10) days of the commencement of such delay, notifies the Contract Officer in writing of the causes of the delay. 4 Revised: 4/27/17 720669.1 Unforeseeable causes include, but are not limited to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, and/or acts of any governmental agency, including the City. The City Manager shall ascertain the facts and the extent of delay, and extend the time for performing the Services for the period of the enforced delay when and if in the judgment of the City Manager such delay is justified. The City Manager's determination shall be final and conclusive upon the Parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of the Agreement under this section. 3.4 Term. Unless earlier terminated under this Agreement, this Agreement shall commence upon the effective date of this Agreement and continue in full force and effect until completion of the Services. 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. Any extension must be through mutual written agreement of the Parties. 3.5 Termination Prior to Expiration of Term. City may terminate this Agreement for its convenience at any time, without cause, in whole or in part, upon giving Consultant thirty (30) days written notice. 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 such notice, City shall pay Consultant for Services performed through the date of termination. Upon receipt of such notice, Consultant shall immediately cease all work under this Agreement, unless stated otherwise in the notice or by written authorization of the Contract Officer. After such notice, Consultant shall have no further claims against the City under this Agreement. Upon termination of the Agreement under this section, Consultant shall submit to the City an invoice for work and services performed prior to the date of termination. Consultant may terminate this Agreement, 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. 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: Mike Rose, Vice President. It is expressly understood that the experience, knowledge, education, capability, expertise, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services performed hereunder. The foregoing principal may not be changed by Consultant without prior written approval of the Contract Officer. 4.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Consultant shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the services. Consultant shall refer any 5 Revised: 4/27/17 720669.1 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, capability, expertise, and reputation of Consultant, its principals and employees, were a substantial inducement for City to enter into this Agreement. Therefore, Consultant shall not assign full or partial performance of this Agreement, nor any monies due, voluntarily or by operation of law, without the prior written consent of City. Consultant shall not contract with any other entity to perform the Services required under this Agreement without the prior written consent of City. 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 subcontractor(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor 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 Contractor. The legal relationship between the Parties is that of an independent contractor, and nothing shall be deemed to make Consultant a City employee. A. During the performance of this Agreement, Consultant and its officers, employees, and agents shall act in an independent capacity and shall not act or represent themselves as City officers or employees. The personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Neither City nor any of its officers, employees, or agents shall have control over the conduct of Consultant or any of its officers, employees, or agents, except as set forth in this Agreement. Consultant, its officers, employees, or agents shall not maintain an office or any other type of fixed business location at City's offices. City shall have no voice in the selection, discharge, supervision, or control of Consultant's employees, servants, representatives, or agents, or in fixing their number, compensation, or hours of service. Consultant shall pay all wages, salaries, and other amounts due its employees in connection with this Agreement and shall be responsible for all reports and obligations respecting them, including but not limited to social security income tax withholding, unemployment compensation, workers' compensation, and other similar matters. City shall not in any way or for any purpose be deemed to be a partner of Consultant in its business or otherwise a joint venturer or a member of any joint enterprise with Consultant. B. Consultant shall not have any authority to bind City in any manner. This includes the power to incur any debt, obligation, or liability against City. 6 Revised: 4/27/17 720669.1 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, subcontractors, or agents, Consultant shall indemnify City for all such financial obligations. 5. INSURANCE 5.1 Types of Insurance. Consultant shall procure and maintain, at its sole cost and expense, the insurance described below. 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 7 Revised: 4/27/17 720669.1 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 subcontractors, 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 contractors, 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- 8 Revised: 4/27/17 720669.1 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: 5.3.1 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. 5.3.2 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. 5.3.3 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. 5.3.4 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. 5.3.5 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. 5.3.6 Consultant agrees to ensure that subcontractors, 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 9 Revised: 4/27/17 720669.1 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 subcontractors and others engaged in the Project will be submitted to the City for review. 5.3.7 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. 5.3.8 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. 5.3.9 Requirements of specific insurance coverage features or limits contained in this section are not intended as limitations on coverage, limits, or other requirements, or as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all-inclusive. 5.3.10 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. 5.3.11 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. 5.3.12 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 10 Revised: 4/27/17 720669.1 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: 1. "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). 2. "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). 3. "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. 4. 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. 11 Revised: 4/27/17 720669.1 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, from any violation of any federal, state, or local law or ordinance, and from errors and omissions committed by Consultant, its officers, employees, representatives, and agents, that arise out of or relate to Consultant's performance under this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the City, its elected officials, officers, employees, agents, and volunteers. 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. This provision is intended for the benefit of third party Indemnified Parties not otherwise a party to this Agreement. 6.2 Design Professional Services Indemnification and Reimbursement. If the Agreement is determined to be a "design professional services agreement" and Consultant is a "design professional" under California Civil Code Section 2782.8, then: A. To the fullest extent permitted by law, Consultant shall indemnify, defend (at Consultant's sole cost and expense), protect and hold harmless City and its elected officials, officers, employees, agents and volunteers and all other public agencies whose approval of the project is required, (individually "Indemnified Party"; collectively "Indemnified Parties") against any and all liabilities, claims, judgments, arbitration awards, settlements, costs, demands, orders and penalties (collectively "Claims"), including but not limited to Claims arising from injuries or death of persons (Consultant's employees included) and damage to property, which Claims arise out of, pertain to, or are related to the negligence, recklessness or willful misconduct of Consultant, its agents, employees, or subcontractors, or arise from Consultant's negligent, reckless or willful performance of or failure to perform any term, provision, covenant or condition of this Agreement ("Indemnified Claims"), but Consultant's liability for Indemnified Claims shall be reduced to the extent such Claims arise from the negligence, recklessness or willful misconduct of the City and its elected officials, officers, employees, agents and volunteers. B. The Consultant shall require all non -design -professional sub -contractors, used or sub -contracted by Consultant to perform the Services or Work required under this Agreement, to execute an Indemnification Agreement adopting the indemnity provisions in sub- section 6.1 in favor of the Indemnified Parties. In addition, Consultant shall require all non - design -professional sub -contractors, used or sub -contracted by Consultant to perform the Services or Work required under this Agreement, to obtain insurance that is consistent with the 12 Revised: 4/27/17 720669.1 Insurance provisions as set forth in this Agreement, as well as any other insurance that may be required by Contract Officer. 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 and Services 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 contemplated Work or 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, subcontractors, 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 subcontractors 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: 4/27/17 720669.1 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 14 Revised: 4/27/17 720669.1 obligations under this Agreement, City may, after compliance with the provisions of Section 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 Rip_hts 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 Lep-al 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. 15 Revised: 4/27/17 720669.1 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. Contractor acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement nor shall Contractor enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one year thereafter. Contractor warrants that Contractor 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 race, religion, color, sex, age, marital status, ancestry, national origin, sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition. Consultant shall ensure that applicants are employed, and that employees are treated during their employment, without regard to their race, religion, color, sex, age, marital status, ancestry, national origin, sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition. Such actions shall include, but not be 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. Consultant shall otherwise fully comply with the provisions of Palm Springs Municipal Code Section 7.09.040 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. 16 Revised: 4/27/17 720669.1 B. Consultant shall have sole control of the defense of any such claim or suit and all negotiations for settlement in the event City fails to cooperate in the defense of any suit or claim, provided, however, that such defense shall be at Consultant's expense. Consultant shall not be obligated to indemnify City under any settlement that is made without Consultant's consent, which shall not be unreasonably withheld. If the use or sale of such item is enjoined as a result of the suit or claim, Consultant, at no expense to City, shall obtain for City the right to use and sell the item, or shall substitute an equivalent item acceptable to City and extend this patent and copyright indemnity thereto. 10.2 Notice. Any notice, demand, request, consent, approval, or communication that either party desires, or is required to give to the other party or any other person shall be in writing. All notices shall be personally delivered, sent by pre -paid First Class U.S. Mail, registered or certified mail, postage prepaid, return receipt requested, or delivered or sent by facsimile with attached evidence of completed transmission. All notices shall be deemed received upon the earlier of (i) the date of delivery to the address of the person to receive such notice if delivered personally or by messenger or overnight courier; (ii) five (5) business days after the date of posting by the United States Post Office if by mail; or (iii) when sent if given by facsimile. Any notice, request, demand, direction, or other communication sent by facsimile must be confirmed within forty-eight (48) hours by letter mailed or delivered. Other forms of electronic transmission such as e-mails, text messages, and instant messages are not acceptable manners of notice required hereunder. Notices or other communications shall be addressed as follows: To City: City of Palm Springs Attention: City Manager & City Clerk 3200 E. Tahquitz Canyon Way Palm springs, California 92262 Telephone: (760) 323-8204 Facsimile: (760) 323-8332 To Consultant: Alta Planning + Design, Inc 711 SE Grand Ave. Portland, OR 97214 Attention: Mike Rose Telephone: (503) 230-9862 10.3 Integrated Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes 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 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 17 Revised: 4/27/17 720669,1 of this Agreement shall be determined to be invalid by a final judgment or decree of a court of competent jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the reminder of that provision, or the remaining provisions of this Agreement unless the invalid provision is so material that its invalidity deprives either Party of the basic benefit of their bargain or renders this Agreement meaningless. 10.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties' successors and assignees. 10.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third -party beneficiary or otherwise, upon any entity or person not a party to this Agreement. 10.7 Recitals. The above -referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same. 10.8. Corporate Authority. Each of the undersigned represents and warrants that (i) the Party for which he or she is executing this Agreement is duly authorized and existing, (ii) he or she is duly authorized to execute and deliver this Agreement on behalf of the Party for which he or she is signing, (iii) by so executing this Agreement, the Party for which he or she is signing is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which the Party for which he or she is signing is bound. 18 Revised: 4/27/17 720669.1 below. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated "CITY" City of Palm Springs r Date: d 1 By:�f David H. Ready, PhD City Manager APPROVE TO RM: By: Edward Z. Kotkin City Attorney APPROVED BY CITY COUNCIL: I 'M 5.D• Date: Agreement No. kLa?� ATTEST By: Y:;i4� Kathleen D. Hart, MMC Interim 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: Alta Planning + Design, Inc. Check one Individual Partnership X Corporation 711 SE Grand Avenue Address Portland, OR 97214 ByAll i ignature (Notanzed) Vice President, as duly e4orized By —nh 4 /""' Signature (Notarized) Corporate Secretary, as duly authorized 19 Revised: 4/27/17 720669.1 CAUFOR#OA ALL-P IRPOSE ACKNOWLEDWEMT QVIL CODE g 11e9 sc<s^A s^ :n «<ae<ae< r. rnras^^.^^.s^^,•^ •" •meAA ism aa. A rzMF r public or other d%a cwvSmng this oertficWe vattTisa cnV tfte idenj at the sdvxkmW vft sued the docammm to which this cenftwe a smched, and rut the tru*Unw s, somraq. c r vd y of that document State ofGagvTn9 orlgof\ Gourrtyof mu,Itn.Drv�rr`� On '9before me. Amh Vai 1 . AM, a- isi-�+-iye fYb&ox3e-r- Date Hems Mww and Tiffe of the Of kW W.m0Y arad F-A.t%lr*% (HQ— (y i Le-- &-ej--V+ a,,-s AaMN.Wftnierft) d e-- o Vi Q- f 1 t or'i J who proved to me an the basis of sa%afec Wry evidence to be the pemono) ase names) israre subsedbed to the within meburnent and gWuK Wedged to me that hef hall ey executed the =ne in h®rtterrdwr authorized capecdKres). and that by hmfherAtvw signaturs(s) on the mahument the pwsorga). or the entity upon bethelf of which the peraon(a) actedt executed the insbwmerrt OFFICIAL STAMP AMBER STAR VAIL NOTARY PUBLIC-OREGON COMMISSION NO.950304 MY COMMISSION EXPIRES MAY 15, 2020 Price Notary Seat Above I certify undw PENALTY OF PERJURY under the taws of the State of California $rat the foregoing paragraph is true and correct - WITNESS my hared and afficial seat. Sign raise (� OGl- signature of Notary Pubfic OPITONAL Though this sec5on Is oyotionar. cDmpAating f9s inforrye fon can deter alteration of the dooumerrt or fraudulent Aearftch►nerrt of this /arrn to an unintended aberrant Description of A#tached Document Tdle or Type of Docu merec Number of Pages: Document Date: Signer(s) Cffw Than Named Above: CapaciWies) Claimed by Signer(s) Signer's Name: ❑ Corporate Offloer — Tdis(a): ❑ Partner — ❑ Limited ❑ General ❑ Irtdervidual ❑ Attorney in Fad ❑ Trustee ❑ Civardan or Car mwv*or n nNhar Signer Is Representing: Signers Name.• ❑ Corporate Officer — I-Me(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney m Fad ❑ Trustee ❑ Guardian or Ganaeavator ❑ Other Signer Is Repreaerding: 02014 Nations Notary Amociatm • www.N2tonl240tary ag • 14WD-US NOTARY (1-8OM764%27) [tam #5807 720669.1 EXHIBIT "A" SCOPE OF SERVICES SEE EXHIBIT "C", CONSULTANTS PROPOSAL 720669.1 EXHIBIT "B" CITY'S REQUEST FOR PROPOSALS SEE EXHIBIT "C" CONSULTANT'S PROPOSAL 720669.1 EXHIBIT "C" CONSULTANT'S PROPOSAL FOLLOWS THIS PAGE 720669.1 TO Savat Khamphou-Palm Springs FROM Deven Young -Alta, Mike Rose -Alta Tahquitz Creek Path Engineering August, 2017 DATE August 22, 2017 PROJECT CV Link Engineering CV L-2015-0309 BEd Package In order to provide a package of construction documents for CV Link along Tahquitz Creek in the City of Palm Springs, Alta proposes the services listed below. A summary of costs are listed for each task. 1. Production of Bid Package: Reference City of Palm Springs general sheet notes and specifications for a City specific bid package. Generate a stand-alone bid package complete with cover sheet, project site map, drawing index, titleblock, City construction details, and engineer's estimate. Cost: $7,500 2. Design of Levee Improvements: Levee improvements required for the Corps levee certification process. All details and specifications associated with these improvements. Cost: $12,500 Total Fee: $20,000 Alta in partnership with Stantec engineering will complete the Letter of Map Revision for Tahquitz Creek. This proposal is based on the approved Conditional Letter of Map Revision (CLOMR) that was prepared by Nolte Associates, Inc., dated May 2012, and the proposed Tahquitz Creek Levee Improvement Plans for the City of Palm Springs Public Works and Engineering Department Project No.08-26 prepared by AMEC Earth and Environmental, Inc. The purpose of the proposed levee improvements is to bring the levee into compliance with Title 44 CFR 65.10, and to accredit the levee to provide protection from the 1% annual storm event. A summary of tasks are listed below: 1. Review of Conditional Letter of Map Revision (CLOMR): This task provides for the review of the previously prepared and approved CLOMR for consistency with the completed improvements. This task also provides for review of the previously prepared hydraulic model in the CLOMR document for the computed 100-year Water Service Elevation (WSE) compared to the completed top of levee elevations. Tahquitz Creek Path Engineering August, 2017 2. Letter of Map Revision (LOMR): This task provides for the presentation of the LOMR application. The application will include T-2 forms, as -built information, the effective Flood Insurance Rate Map (FIRM), and an annotated FIRM. 3. LOMR Application Process: This task will provide for the processing of the LOMR application with the City for their concurrence, and the subsequent processing of the LOMR application with FEMA. Total Fee: $26,500 Bid Support Costs associated with attending a pre -bid meeting, coordinating with the City on any additional requests for information (RFI's), addendums, or meetings required during the bid process. Response to bidders questions and supply of any digital files requested by the bidding contractors. All costs associated with this task will be on a time and materials basis and are associated with a not -to -exceed amount. Total Fee: $10,000 Construction Administration / Observation Costs associated with construction administration support to the City of Palm Springs for the duration of construction of CV Link along the Tahquitz Creek Levee. Project Administration: The Alta project manager will maintain the project schedule, provide monthly progress reports, organize and lead project meetings as well as provide meeting minutes. 2. Construction Administration / Observation: The Alta team will remain available to City to answer technical questions related to the design documents during construction phase of the project. Specifically, Alta will provide the following construction administration services: o Respond to contractors questions via phone or e-mail during the construction period. o Attend up to twenty (20) in -person construction meetings with the selected contractor to assist with construction questions based on final construction documents or field conditions. Alta will follow up each meeting with a set of meeting minutes with clear direction and responsible party on follow-up tasks. o Assist the City with issuance of change orders; review RFI's, submittal reviews and clarification requests. Tahquitz Creek Path Engineering August, 2017 o Review contractor prepared as -built drawings in electronic, AutoCAD format prior to approval by City. All services will be billed based on time and materials with a not -to -exceed amount for services rendered. Services will be itemized on the invoice to designate Construction Administration/Observation services rendered for the pathway construction and services rendered for the levee improvements. Client responsibilities: Schedule construction meetings and provide meeting space if in -field visits will not work for the team. Total Fee: $55,000 ee Summary for Servrce!- Bid Package $20,000 Letter of Map Revision $26,500 Bid Support $10,000 Construction Administration / Observation $55,000 Total $111,500 EXHIBIT "D" SCHEDULE OF COMPENSATION TASK Design of Levee Improvements Production of Bid Package Bid Support Letter of Map Revision (LOMR) Construction Administration and Observation* Total COST $12,500 $7,500 $10,000 $26,500 $55,000 $111,500 *Costs for this task will be on an As -Needed basis and will be itemized in the invoice based upon sub -tasks and hours. 720669.1 EXHIBIT "E" SCHEDULE OF PERFORMANCE Consultant will provide services concurrent with construction schedule, project close-out or when final approval from FEMA has been obtained, whichever is later. 720669.1 0 ACO CERTIFICATE OF LIABILITY INSURANCE D"07/01/2023 fir/ 7/vzoz4 07/01/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURERS), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endomement(s). PRODUCER Lockton Companies CONTACT 444 W. 47th Street, Suite 900 PHONE Kansas City MO 64112-1906 E-MAIL (816)960-9000 ADDRESS- kcasu@Ioddon.com INSURERMI AFFORDING COVERAGE NAIC a INSURERA: Libertv Insurance Corporation 42404 NSURED ALTA PLANNING+DESIGN, INC. 521484 711 SE GRAND AVE PORTLAND OR 97214 COVERAGES CERTIFICATE NUMRFR- 1QRRF75R RF%n-ginm NIIMRFR• YYYYYYY THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO TERMSALL THE AN H WN MAY HAVE INSR LTR TYPE OF INSURANCE DDL INSD UB WVD POMY NUMBER POLICY EFF MIDD/YYYY POLICY EXP MWDD/Y LIMITS X COMMERCIALGENERALLMBILn'Y 1 1 1- 3 / 1/202 07/ 17202 EACH OCCURRENCE f 2000000 CLAIMS -MADE O OCCURPREMISES Fa xcurm�m) $ 1,000,000 MED EXP AR .Pe .. f 25 000 Y N PERSONAL S ADV INJURY S 2.000.000 'L AGGREGATE LIMIT APPLIES PER: POICY�LEa F—X]LOC GENERAL AGGREGATE S 4,000,000 q PRODUCTS - COMPIOP AGG $4000000 f OTHER. TOMOBILE LIABILITY AS7-641446161-013 07/01/202 07/011202 EOMBI�NEDD SINGLE LIMIT s2,000,000 BODILY INJURY (Per person) f XXXXXXX ANY AUTO P OWNED SCHEDULED AUTOS ONLY AUTOS AUTOS ONLY HIREDX APUTO.SSONLY Y IN BODILY INJURY (Per actlaanq f XXXXX)O( PV:.ER RI GE S XXXXXXX S XXXXXXX UMBRELLA LIAR CUR NOT APPLICABLE EACH OCCURRENCE s XXXXx(X AGGREGATE S XXXXXXX EXCESS LIAR LAIMSUADE DIED I I RETENTIONS f A A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANYPROPRETORmARTNEw CUTNE DFFa:DiAIEMBER UCLUDEDI N finew°ryMNp HM. aerPme van eECO.^.IPnON aF OPERAnoxa era. NIA N WC7-641446161-023 EXCEPT FOR OH, ND, WA, 07/01/202 07/01/202 v IPER EI.. EACH ACCIDENT f 1,000,000 EL DISEASE - EA EMPLOYEE S1000000 EI DISEASE -POLICY LIMIT S1,000,000 B PROFESSIONAL LIABILITY N N 0313-8987 07/01/202 07101/2024 PER CLAIM $5 000 000 AGGREGATE t5,660,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACCORD 101, Aae10i Ramada Selmdule, men, M atbcha4 if mom space M raoi PROJECTS AS ON FILE WITH THE INSURED INCLUDING BUT NOT LIMITED TO THE BICYCLE FRIENDLY BUSINESS DISTRICT DISTRICT EDUCATION AND STAKEHOLDER ENGAGEMENT PROJECT. THE CITY OF PALM SPRINGS, ITS OFFICIALS, AND EMPLOYEES ARE ADDITIONAL INSUREDS WITH RESPECTS TO GENERAL LIABILITY AND AUTO LIABILITY, AND THESE COVERAGES ARE PRIMARY AND NONCONTRIBUTORY, IF REQUIRED BY WRITTEN CONTRACT SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE RECEIVED THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 19665756 JUL 112023 AUTHORIZED REPRESENTATWE CITY OF PALM SPRINGS ATTN: MICHELE MICIAN City Hall 3200 E. TAHQUITZ CANYON WAY Reception Desk PALM SPRINGS CA 92262 ! AGUKU Zb (ZU1bIUJ) The ACORD name and logo are registered marks of ACORD