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Home My WebLink AboutA9173 - Architectural Resources Group CP 18-04CONTRACT ABSTRACT Contract/Amendment Name of Contract: Company Name: Company Contact: Email: Summary of Services: Contract Price: Contract Term: Public Integrity/ Business Disclosure Forms: Contract Administration Lead Department: Contract Administrator/ Ext: Contract Approvals Council/City Manager Approval Date: Agreement Number: Amendment Number: Contract Compliance Exhibits: Insurance: Routed By: Bonds: Business License: Sole Source Co-Op CoOp Agmt #: Sole Source Documents: CoOp Name: CoOp Pricing: By: Submitted on: Contract Abstract Form Rev 8.16.23 Authorized Signers: Name, Email (Corporations require 2 signatures) Professional Services Agreement Architectural Resources Group, Inc. Katie Horak, Principal K.Horak@ARGCREATE.com CP 18-04, Plaza Theatre Design Services $1,449,948 (including this A#4 for $270,761) NTE 4 years On file Katie Horak, K.Horak@ARGCREATE.com Naomi Miroglio, Naomi@ARGCREATE.com Engineering Services Joel Montalvo/Francisco Jaime/Alberto Gradilla X8718 September 26, 2024, Item 1M A9173 Amendment No. 4 - March 27, 2025, Item 3A Yes Yes Yes Department N/A No Amendment No. 4 is attached. N/A 04/02/2025 Vonda Teed Docusign Envelope ID: 31CB1AED-8DFA-4FDE-99B7-84AA4D3C2F6F 55575.18100\42913029.1 Page 1 of 3 (BB&K 2024) AMENDMENT NO. 4 TO THE PROFESSIONAL SERVICES AGREEMENT NO. A9173 FOR PLAZA THEATER DESIGN SERVICES, CITY PROJECT 18-04, BETWEEN THE CITY PALM SPRINGS AND ARCHITECTURAL RESOURCES GROUP INC. 1. Parties and Date. This Amendment No. 4 to the Professional Services Agreement No. A9173 is made and entered into as of this 27th day of March, 2025, by and between the City of Palm Springs (“City”) and Architectural Resources Group, a California corporation (“Consultant’). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties.” 2. Recitals. 2.1 Agreement. The City and Consultant have entered into an agreement entitled “Professional Services Agreement A9173, Plaza Theater Design Services Project 18-04” dated August 1, 2022 (“Agreement”) for the purpose of retaining the services of Consultant to provide design services for a maximum contract amount of $1,047,994. 2.2 Amendment No. 1. City and Consultant entered into Amendment No. 1 dated July 10, 2023 to include preparation of base drawings, using aerials, existing site plan drawings, and as- built measurements for increased compensation of $13,205. 2.3 Amendment No. 2. City and Consultant entered into Amendment No. 2 dated October 24, 2023 to include additional bid support required for the extension of the bid opening date for increased compensation of $28,675. 2.4 Amendment No. 3. City and Consultant entered into Amendment No. 3 dated September 26, 2024 to include additional construction administration support required as a result of project time extensions due to existing unknown project conditions for increased compensation of $89,313. 2.5 Amendment No. 4 Purpose. City and Consultant now desire to amend the Agreement to provide additional construction administration phase services and design services for the entry courtyard improvements. 2.6 Amendment Authority. This Amendment No. 4 is authorized pursuant to Section 1.8 Additional Services of the Agreement. 3. Terms. 3.1 Scope of Services Section 1.1 of the Agreement is hereby amended to read as follows: The additional services identified in the Consultant’s letter dated March 11, 2025, included herewith as Attachment 1, are hereby incorporated into Exhibit “A” of the Agreement. Docusign Envelope ID: 31CB1AED-8DFA-4FDE-99B7-84AA4D3C2F6F 55575.18100\42913029.1 Page 2 of 3 (BB&K 2024) 3.2 Maximum Contract Amount Section 2.1 of the Agreement is hereby amended to read as follows: The total amount of compensation of this Agreement is increased by $270,761. Compensation shall not exceed the maximum contract amount of $1,449,948. ("Maximum Contract Amount"). 3.3 Continuing Effect of Agreement. Except as amended by this Amendment No. 4, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 4. From and after the date of this Amendment No. 4, whenever the term “Agreement” or “Contract” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 4. 3.4 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 4. 3.5 Severability. If any portion of this Amendment No. 4 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.6 Counterparts. This Amendment No. 4 may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute but one and the same instrument. [SIGNATURES ON FOLLOWING PAGE] Docusign Envelope ID: 31CB1AED-8DFA-4FDE-99B7-84AA4D3C2F6F 55575.18100\42913029.1 Page 3 of 3 (BB&K 2024) SIGNATURE PAGE TO AMENDMENT NO. 4 TO THE PROFESSIONAL SERVICES AGREEMENT NO. A9173 BY AND BETWEEN THE CITY OF PALM SPRINGS AND ARCHITECTURAL RESOURCES GROUP INC. IN WITNESS WHEREOF, the Parties have executed this Amendment as of the dates stated below. ARCHITECTURAL RESOURCES GROUP: By: ____________________________ By: ______________________________ Signature Signature (2nd signature required for Corporations) Date: Date: CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: 03/27/2025 Item No. 3A APPROVED AS TO FORM: ATTEST: By: ___________________________ By: _______________________________ City Attorney City Clerk APPROVED: By: _______________________________ Date: City Manager – over $50,000 Deputy/Assistant City Manager – up to $50,000 Director – up to $25,000 Manager – up to $5,000 Docusign Envelope ID: 31CB1AED-8DFA-4FDE-99B7-84AA4D3C2F6F 4/2/2025 4/2/2025 4/7/2025 DĂƌĐŚϭϭ͕ϮϬϮϱ &ƌĂŶĐŝƐĐŽ:͘:ĂŝŵĞ͕W͘͘ ^ĞŶŝŽƌŝǀŝůŶŐŝŶĞĞƌ ŝƚǇŽĨWĂůŵ^ƉƌŝŶŐƐ͕ŶŐŝŶĞĞƌŝŶŐ^ĞƌǀŝĐĞƐĞƉĂƌƚŵĞŶƚ ϯϮϬϬĂƐƚdĂŚƋƵŝƚǌĂŶǇŽŶtĂǇ WĂůŵ^ƉƌŝŶŐƐ͕ϵϮϮϲϮ Z͗^ĐŽƉĞŽĨtŽƌŬZĞǀŝƐŝŽŶƐ͕WĂůŵ^ƉƌŝŶŐƐWůĂǌĂdŚĞĂƚƌĞͲŶƚƌǇŽƵƌƚǇĂƌĚ/ŵƉƌŽǀĞŵĞŶƚƐΘ ĚĚŝƚŝŽŶĂůWŚĂƐĞ^ĞƌǀŝĐĞƐ &ƌĂŶĐŝƐĐŽ͕ tĞĂƌĞŚĂƉƉǇƚŽĐŽŶƚŝŶƵĞŽƵƌǁŽƌŬǁŝƚŚƚŚĞŝƚǇŽĨWĂůŵ^ƉƌŝŶŐƐŽŶƚŚĞWůĂǌĂdŚĞĂƚƌĞ ZĞŚĂďŝůŝƚĂƚŝŽŶƉƌŽũĞĐƚ͘ 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KǀĞƌĂůůƉƌŽũĞĐƚŵĂŶĂŐĞŵĞŶƚĂŶĚĐŽŶƐƵůƚĂŶƚĐŽŽƌĚŝŶĂƚŝŽŶ ďͿ dǁŽĐŽŶĐĞƉƚĚĞƐŝŐŶƐĐŚĞŵĞƐĨŽƌĂŶĞǁĐŽŶĨŝŐƵƌĂƚŝŽŶŽĨƌĂŵƉƐĂŶĚƐƚĂŝƌƐ͕ ĞůŝŵŝŶĂƚŝŶŐƚŚĞĞǆŝƐƚŝŶŐŐƵĂƌĚƌĂŝůĂŶĚƌĂŝƐĞĚƐĞĂƚŝŶŐĂƌĞĂ͕ŝŶƚŚĞĨŽƌŵŽĨĐŽŶĐĞƉƚ ůĞǀĞůƐŝƚĞƉůĂŶĚƌĂǁŝŶŐƐ ĐͿ ^ĞĞĂƚƚĂĐŚĞĚůŝŵŝƚƐŽĨǁŽƌŬƉůĂŶ ĚͿ ĞƐŝŐŶƌĞǀŝĞǁŵĞĞƚŝŶŐƐ;ϯͿǁŝƚŚƚŚĞ&ŽƵŶĚĂƚŝŽŶĂŶĚŝƚǇ ĞͿ ŽŶƐƚƌƵĐƚŝŽŶŽĐƵŵĞŶƚƐĨŽƌƐĞůĞĐƚĞĚƐĐŚĞŵĞ͕ŝŶĐůƵĚŝŶŐ͖ ^ŝƚĞƉůĂŶ͕ĂŶĚƐŝƚĞĚĞŵŽƉůĂŶ ĞƚĂŝůƐĨŽƌƌĂŵƉ͕ƐƚĂŝƌƐ͕ŚĂŶĚƌĂŝůƐ͕ĂŶĚƉĂǀŝŶŐ WƌŽĚƵĐƚƐĞůĞĐƚŝŽŶĂŶĚƐƉĞĐŝĨŝĐĂƚŝŽŶĨŽƌƉĂǀŝŶŐŵĂƚĞƌŝĂůƐ ϮͿ ŝǀŝů;Z^Ϳ͗ ĂͿ ĞƐŝŐŶŽĨĂŐƌĂĚŝŶŐΘĚƌĂŝŶĂŐĞƉůĂŶ >ĞǀĞůůĂŶĚŝŶŐƐĂƚĂůůĂĚũĂĐĞŶƚďƵŝůĚŝŶŐĞŶƚƌĂŶĐĞƐ͕ĂŶĚĂĐĐĞƐƐŝďůĞƉĂƚŚŽĨ ƚƌĂǀĞůĨƌŽŵdŚĞĂƚĞƌƚŽWƵďůŝĐtĂǇ ďͿ ŽŽƌĚŝŶĂƚŝŽŶŽĨƵŶĚĞƌŐƌŽƵŶĚƵƚŝůŝƚŝĞƐ ^ƚŽƌŵĚƌĂŝŶ hŶĚĞƌŐƌŽƵŶĚŝŶŐŐĂƐƚŚĂƚŝƐĐƵƌƌĞŶƚůǇƐƵƌĨĂĐĞŵŽƵŶƚĞĚŽŶďƵŝůĚŝŶŐƐ hŶĚĞƌŐƌŽƵŶĚŝŶŐƉŽǁĞƌ •ZĞĐŽŶŶĞĐƚŝŶŐƚǁŽĞǆŝƐƚŝŶŐŵŽŶƵŵĞŶƚƐŝŐŶƐ Docusign Envelope ID: 31CB1AED-8DFA-4FDE-99B7-84AA4D3C2F6F •ZĞƉůĂĐŝŶŐƚŚĞŽǀĞƌŚĞĂĚƉŽǁĞƌƚŽƚŚĞĨƌĞĞƐƚĂŶĚŝŶŐŵĂƌƋƵĞĞ ƐŝŐŶ WŽǁĞƌƚŽŶĞǁůŝŐŚƚŝŶŐ ϯͿ ůĞĐƚƌŝĐĂůĂŶĚƌĐŚŝƚĞĐƚƵƌĂů>ŝŐŚƚŝŶŐ;DĂŶĚ<͕ĨƌŽŵƚŚĞĂƚĞƌƌĞŚĂďŝůŝƚĂƚŝŽŶƚĞĂŵͿ͗ ĂͿ sĞƌŝĨǇĞǆŝƐƚŝŶŐĐŽŶĚŝƚŝŽŶƐůŝŐŚƚůĞǀĞůƐĨƌŽŵƉƵďůŝĐǁĂǇ ďͿ WƌŽǀŝĚĞŶĞǁĐŽĚĞƌĞƋƵŝƌĞĚůŝŐŚƚŝŶŐĂƚƉĂƚŝŽƐƚĂŝƌƐĂŶĚƌĂŵƉ͕ŝŶĐůƵĚŝŶŐ͖ĨŝǆƚƵƌĞ ƐĞůĞĐƚŝŽŶ͕ĚĞƚĂŝůƐĂŶĚƉŽǁĞƌ ĐͿ WƌŽǀŝĚĞĂƉŚŽƚŽŵĞƚƌŝĐƉůĂŶĐŽŶĨŝƌŵŝŶŐƌĞƋƵŝƌĞŵĞŶƚƐ ĚͿ WŽǁĞƌƉůĂŶĨŽƌŶĞǁůŝŐŚƚŝŶŐĂŶĚƌĞĐŽŶŶĞĐƚŝŶŐĞǆŝƐƚŝŶŐĨƌĞĞƐƚĂŶĚŝŶŐƐŝŐŶƐƚŽ ƚŚĞĂƚĞƌďƵŝůĚŝŶŐƉŽǁĞƌ ϰͿ ZĞŶĚĞƌŝŶŐƐ;ƌŝĐŬsŝƐƵĂů͕&ŽƵŶĚĂƚŝŽŶ͛ƐĐŽŶƐƵůƚĂŶƚĨŽƌƉƌŽŵŽƚŝŽŶĂůƌĞŶĚĞƌŝŶŐƐͿ ĂͿ WƌŽǀŝĚĞĂŶƵƉĚĂƚĞĚƐŝƚĞǀŝĞǁƌĞŶĚĞƌŝŶŐ /ƚ͛ƐŽƵƌƵŶĚĞƌƐƚĂŶĚŝŶŐƚŚĂƚƚŚŝƐǁŽƌŬǁŝůůďĞĐŚĂŶŐĞͲŽƌĚĞƌĞĚŝŶƚŽƚŚĞĐƵƌƌĞŶƚĐŽŶƐƚƌƵĐƚŝŽŶ ƉƌŽũĞĐƚ͕ǁŝƚŚƚŚĞŐŽĂůŽĨĐŽŵƉůĞƚŝŶŐƚŚĞĐŽŶƐƚƌƵĐƚŝŽŶǁŽƌŬĐŽŝŶĐŝĚŝŶŐǁŝƚŚƚŚĞŽƉĞŶŝŶŐŽĨƚŚĞ ƚŚĞĂƚĞƌ͘dŚŝƐƉƌŽƉŽƐĂůŝŶĐůƵĚĞƐĞǆƚĞŶĚĞĚŽŶƐƚƌƵĐƚŝŽŶĚŵŝŶŝƐƚƌĂƚŝŽŶƐĞƌǀŝĐĞƐĨŽƌƚŚŝƐƐĐŽƉĞŽĨ ǁŽƌŬ͕ǁŚŝĐŚŝƐĞƐƚŝŵĂƚĞƚŽďĞϯŵŽŶƚŚƐ͘ dŚĞŝƚǇǁŝůůĐŽŽƌĚŝŶĂƚĞĂŶŽǀĞƌͲƚŚĞͲĐŽƵŶƚĞƌƌĞǀŝĞǁŽĨƚŚĞƉůĂŶƐǁŝƚŚƚŚĞƵŝůĚŝŶŐĞƉĂƌƚŵĞŶƚ͕ ĂŶĚ,^W͘ tĞƉƌŽƉŽƐĞƚŽƉƌŽǀŝĚĞƚŚĞƐĞĂĚĚŝƚŝŽŶĂůƐĞƌǀŝĐĞƐĨŽƌĂŶĂĚĚŝƚŝŽŶĂůĨŝǆĞĚĨĞĞŽĨΨϭϬϴ͕ϴϵϴ͕ƉĞƌƚŚĞ ĂƚƚĂĐŚĞĚďƌĞĂŬĚŽǁŶ͘ tĞĂŶƚŝĐŝƉĂƚĞŝƚǁŝůůƚĂŬĞϲǁĞĞŬƐƚŽĐŽŵƉůĞƚĞƚŚĞŽŶĐĞƉƚĞƐŝŐŶWŚĂƐĞ͕ĂŶĚϲǁĞĞŬƐƚŽ ĐŽŵƉůĞƚĞƚŚĞŽŶƐƚƌƵĐƚŝŽŶŽĐƵŵĞŶƚWŚĂƐĞ͕ĂŶĚǁĞĐĂŶƐƚĂƌƚŝŵŵĞĚŝĂƚĞůǇǁŝƚŚǇŽƵƌ ĂƵƚŚŽƌŝǌĂƚŝŽŶ͘WůĞĂƐĞůĞƚƵƐŬŶŽǁŝĨǇŽƵŚĂǀĞĂŶǇĐŽŵŵĞŶƚƐŽƌƋƵĞƐƚŝŽŶƐŽŶƚŚŝƐƉƌŽƉŽƐĂů͘ ǆĐůƵƐŝŽŶƐ Ͳ >ĂŶĚƐĐĂƉŝŶŐʹZ'ǁŝůůƐŚŽǁƐŽŵĞƉŽƚƚĞĚƉůĂŶƚƐŽŶƚŚĞƐŝƚĞƉůĂŶ͕ďƵƚǁŝůůŶĞĞĚƚŚĞŝƚǇ ƚŽƉƌŽǀŝĚĞƐƉĞĐŝĨŝĐĂƚŝŽŶŽĨƚŚĞƉůĂŶƚŝŶŐŵĂƚĞƌŝĂůƐ͕ƐŝǌĞƐ͕ĂŶĚůŽĐĂƚŝŽŶƐ͘ Ͳ ^ŝƚĞĨƵƌŶŝƐŚŝŶŐƐ Ͳ WƌĞƐĞŶƚĂƚŝŽŶƐƚŽŝƚǇŽƵŶĐŝů Ͳ ƐͲďƵŝůƚƐ ^ŝŶĐĞƌĞůǇ͕ :ĂƐŽŶƵƌƌŝĞ ƌĐŚŝƚĞĐƚ͕^ĞŶŝŽƌƐƐŽĐŝĂƚĞ Docusign Envelope ID: 31CB1AED-8DFA-4FDE-99B7-84AA4D3C2F6F ƌĐŚŝƚĞĐƚƵƌĂůZĞƐŽƵƌĐĞƐ'ƌŽƵƉ WĂůŵ^ƉƌŝŶŐƐ͕DĂƌĐŚϭϭ͕ϮϬϮϱ Z'WƌŽũĞĐƚ͗ϮϮϬϲϬϮ WƌŽƉŽƐĞĚ^ĐŽƉĞĂŶĚ&ĞĞ WƌŝŶĐŝƉĂů ƌĐŚŝƚĞĐƚͬ WD ĞƐŝŐŶĞƌ dĂƐŬ͗ΨϮϲϬ ΨϭϵϬ ΨϭϰϱŽƐƚ WƌŽũĞĐƚ^ƚĂƌƚƵƉ Ϭ͘ϱ ϰ Ϯ Ψϭ͕ϭϴϬ ;ϭͿ ŽŶĞƐŝƚĞǀŝƐŝƚĨŽƌĂƐͲďƵŝůƚŵĞĂƐƵƌĞŵĞŶƚƐ;ϭͿŝŶŝƚŝĂůǀŝƐŝƚĨŽƌŽŶĞƐƚĂĨĨ͕ ƚŽŵĞĂƐƵƌĞĞǆƚĞƌŝŽƌƐŝƚĞĐŽŶĚŝƚŝŽŶƐĂŶĚĞǆŝƐƚŝŶŐĨĞŶĐĞ͘ Ϭ ϴ ϴ ΨϮ͕ϲϴϬ WƌĞƉĂƌĞďĂƐĞĚƌĂǁŝŶŐƐ͕ƵƐŝŶŐƐƵƌǀĞǇ͕ĂŶĚĂƐͲďƵŝůƚŵĞĂƐƵƌĞŵĞŶƚƐ Ϭ ϰ ϭϲ Ψϯ͕ϬϴϬ ^ĐŚĞŵĂƚŝĐĞƐŝŐŶ dǁŽĐŽŶĐĞƉƚĚĞƐŝŐŶƐĐŚĞŵĞƐĨŽƌĂŶĞǁĐŽŶĨŝŐƵƌĂƚŝŽŶŽĨƌĂŵƉƐĂŶĚ ƐƚĂŝƌƐ͕ĞůŝŵŝŶĂƚŝŶŐƚŚĞĞǆŝƐƚŝŶŐŐƵĂƌĚƌĂŝůĂŶĚƌĂŝƐĞĚƐĞĂƚŝŶŐĂƌĞĂ Ϯ ϴ ϭϲ Ψϰ͕ϯϲϬ ;ϮͿ ƚǁŽĚĞƐŝŐŶƌĞǀŝĞǁŵĞĞƚŝŶŐƐǁŝƚŚŝƚǇĂŶĚ&ŽƵŶĚĂƚŝŽŶ ϰ ϰ Ϭ Ψϭ͕ϴϬϬ ŽŶƐƚƌƵĐƚŝŽŶŽĐƵŵĞŶƚƐ ^ŝƚĞƉůĂŶ͕ĂŶĚƐŝƚĞĚĞŵŽƉůĂŶ Ϭ ϰ ϭϲ Ψϯ͕ϬϴϬ ĞƚĂŝůƐĨŽƌƌĂŵƉ͕ƐƚĂŝƌƐ͕ŚĂŶĚƌĂŝůƐ͕ĂŶĚƉĂǀŝŶŐ Ϭ ϭϮ Ϯϰ Ψϱ͕ϳϲϬ ;ϭͿ ŽŶĞƉƌŽŐƌĞƐƐŵĞĞƚŝŶŐǁŝƚŚĐůŝĞŶƚƚŽĨŝŶĂůŝǌĞĚĞƐŝŐŶ͘ Ϯ Ϯ Ϭ ΨϵϬϬ ƵŝůĚŝŶŐĞƉĂƌƚŵĞŶƚŽŽƌĚŝŶĂƚŝŽŶ Ϭ Ϯ ϰ ΨϵϲϬ ,^WĐŽŽƌĚŝŶĂƚŝŽŶ Ϭ Ϯ ϰ ΨϵϲϬ ŽŽƌĚŝŶĂƚĞƐƚŝŵĂƚĞ Ϭ Ϯ Ϭ ΨϯϴϬ ŽŽƌĚŝŶĂƚĞZĞŶĚĞƌŝŶŐƐ ϭ Ϯ ϰ Ψϭ͕ϮϮϬ ŽŶƐƚƌƵĐƚŝŽŶĚŵŝŶŝƐƚƌĂƚŝŽŶ;ϯŵŽŶƚŚƐ͕ϰŚƌƐƉĞƌǁĞĞŬͿ ϲ ϰϴ Ϯϰ Ψϭϰ͕ϭϲϬ ͘ WƌŽũĞĐƚŽŽƌĚŝŶĂƚŝŽŶ ϭ͘ YZĞǀŝĞǁ ϰ ϰ ϴ ΨϮ͕ϵϲϬ Ϯ͘ ŽŽƌĚŝŶĂƚĞǁŝƚŚĐŽŶƐƵůƚĂŶƚƐ͕ĂŶĚƉƌŽũĞĐƚŵĂŶĂŐĞŵĞŶƚ ϭ ϴ Ϭ Ψϭ͕ϳϴϬ >ĂďŽƌ,ŽƵƌƐdŽƚĂůƐ͗ϮϬ͘ϱ ϭϭϰ ϭϮϲ >ƵŵƉƐƵŵ&ĞĞ Ψϰϱ͕ϮϲϬ ZĞŝŵďƵƌƐĂďůĞƐ;ĞƐƚŝŵĂƚĞĚͿΎΎ ΨϮ͕ϰϬϬ Z'&ĞĞ;>ĂďŽƌнZĞŝŵďƵƌƐĂďůĞƐͿ͗Ψϰϳ͕ϲϲϬ ϭϱйDĂƌŬƵƉΎ Z^ŝǀŝůŶŐŝŶĞĞƌŝŶŐ^ĞƌǀŝĐĞƐ Ψϯϯ͕ϲϱϬϱ͕Ϭϰϳ͘ϱϬΨ ϯϴ͕ϲϵϳ͘ϱϬΨ D'ƌŽƵƉͲůĞĐƚƌŝĐĂů^ĞƌǀŝĐĞƐ ΨϭϬ͕ϱϬϬϭ͕ϱϳϱ͘ϬϬΨ ϭϮ͕Ϭϳϱ͘ϬϬΨ <ƌĐŚŝƚĞĐƚƵƌĂů>ŝŐŚƚŝŶŐͲ>ŝŐŚƚŝŶŐ^ĞƌǀŝĐĞƐ Ψϳ͕ϰϱϬϭ͕ϭϭϳ͘ϱϬΨ ϴ͕ϱϲϳ͘ϱϬΨ ƌŝĐŬͲZĞŶĚĞƌŝŶŐƐ Ψϭ͕ϲϱϬ͘ϬϬϮϰϳ͘ϱϬΨ ϭ͕ϴϵϳ͘ϱϬΨ dŽƚĂůWƌŽƉŽƐĞĚ^ĞƌǀŝĐĞƐ ΨϭϬϴ͕ϴϵϴ EŽƚĞƐ ŝůůŝŶŐǁŝůůŽĐĐƵƌŵŽŶƚŚůǇďĂƐĞĚŽŶƉĞƌĐĞŶƚĂŐĞŽĨǁŽƌŬĐŽŵƉůĞƚĞĚ͘ Ύ/ŶĐůƵĚĞƐZ'ΖƐĂĚŵŝŶŝƐƚƌĂƚŝǀĞĨĞĞ͘ ΎΎZĞŝŵďƵƌƐĂďůĞƐŵĂǇŝŶĐůƵĚĞ͕ďƵƚĂƌĞŶŽƚůŝŵŝƚĞĚƚŽĐŽŵŵƵŶŝĐĂƚŝŽŶ͕ ĚĞůŝǀĞƌǇ͕ƉŽƐƚĂŐĞ͕ƚƌĂǀĞů͕ĂŶĚƌĞƐĞĂƌĐŚĨĞĞƐ͘ ϮϮϬϲϬϮWůĂǌĂdŚĞĂƚƌĞŶƚƌǇŽƵƌƚǇĂƌĚ z͗ͰWƌŽũĞĐƚƐͰϮϮͺWZK:ͺ>ͰϮϮϬϲϬϮWůĂǌĂdŚĞĂƚƌĞWĂůŵ^ƉƌŝŶŐƐͰϬϬͺŐĞŶĞƌĂůͰ&ĞĞͺWƌŽƉŽƐĂůƐͰϮϬϮϱŽƵƌƚǇĂƌĚͰϮϮϬϲϬϮWůĂǌĂdŚĞĂƚƌĞŶƚƌǇŽƵƌƚǇĂƌĚ&WZKWK^>ͲZϭϬϯϭϭϮϬϮϱ͘ǆůƐǆ - Docusign Envelope ID: 31CB1AED-8DFA-4FDE-99B7-84AA4D3C2F6F DĂƌĐŚϭϭ͕ϮϬϮϱ &ƌĂŶĐŝƐĐŽ:͘:ĂŝŵĞ͕W͘͘ ^ĞŶŝŽƌŝǀŝůŶŐŝŶĞĞƌ ŝƚǇŽĨWĂůŵ^ƉƌŝŶŐƐ͕ŶŐŝŶĞĞƌŝŶŐ^ĞƌǀŝĐĞƐĞƉĂƌƚŵĞŶƚ ϯϮϬϬĂƐƚdĂŚƋƵŝƚǌĂŶǇŽŶtĂǇ WĂůŵ^ƉƌŝŶŐƐ͕ϵϮϮϲϮ Z͗^ĐŽƉĞŽĨtŽƌŬZĞǀŝƐŝŽŶƐ͕WĂůŵ^ƉƌŝŶŐWůĂǌĂdŚĞĂƚƌĞͲĚĚŝƚŝŽŶĂůWŚĂƐĞ^ĞƌǀŝĐĞƐ ĞĂƌ&ƌĂŶĐŝƐĐŽ͕ dŚĂŶŬǇŽƵĨŽƌǇŽƵƌĐŽŶƐŝĚĞƌĂƚŝŽŶŽĨƚŚĞĨŽůůŽǁŝŶŐĂĚĚŝƚŝŽŶĂůƐĞƌǀŝĐĞƐƌĞƋƵĞƐƚĨŽƌƚŚĞWůĂǌĂ dŚĞĂƚƌĞZĞŚĂďŝůŝƚĂƚŝŽŶƉƌŽũĞĐƚ͘ /Ŷ:ƵŶĞϮϬϮϰ͕ǁĞƐƵďŵŝƚƚĞĚĂŶĂĚĚŝƚŝŽŶĂůƐĞƌǀŝĐĞƌĞƋƵĞƐƚĨŽƌƚŚĞĞǆƚĞŶĚĞĚĐŽŶƐƚƌƵĐƚŝŽŶ ĂĚŵŝŶŝƐƚƌĂƚŝŽŶƉŚĂƐĞ͘dŚĂƚĂĚĚƐĞƌǀŝĐĞĐŽǀĞƌĞĚĂŶŝŶĐƌĞĂƐĞŝŶƚŚĞĐŽŶƐƚƌƵĐƚŝŽŶƐĐŚĞĚƵůĞĨƌŽŵĂŶ ĂŶƚŝĐŝƉĂƚĞĚϭϮŵŽŶƚŚƐƚŽϭϱŵŽŶƚŚƐǁŚĞŶƚŚĞĂŶƚŝĐŝƉĂƚĞĚĐŽŶƐƚƌƵĐƚŝŽŶĐŽŵƉůĞƚŝŽŶǁĂƐDĂǇϮ͕ ϮϬϮϱ͘ dŚĞĐŽŶƚƌĂĐƚŽƌŚĂƐƐŝŶĐĞƌĞǀŝƐĞĚƚŚĞƐĐŚĞĚƵůĞƚŽĞǆƚĞŶĚƚŽEŽǀĞŵďĞƌϮϬϮϱ;ǁŝƚŚƚŚĞŽƉĞŶŝŶŐ ƉůĂŶŶĞĚĨŽƌĞĐĞŵďĞƌϮϬϮϱͿ͕ĂŶĂĚĚŝƚŝŽŶĂůϲŵŽŶƚŚƐ͘ tĞĂƌĞƉƌŽƉŽƐŝŶŐĂĚĚŝƚŝŽŶĂůƐĞƌǀŝĐĞƐĨŽƌƚŚĞĨŽůůŽǁŝŶŐƌĞĂƐŽŶƐ͗ Ͳ ŶĞǆƚĞŶĚĞĚĚƵƌĂƚŝŽŶ͕ĂŶĂĚĚŝƚŝŽŶĂůϲŵŽŶƚŚƐ o ĚĚŝƚŝŽŶĂůƐŝƚĞǀŝƐŝƚƐĨŽƌZ'͖ƐŝƚĞǀŝƐŝƚĨƌĞƋƵĞŶĐǇŝŶĐƌĞĂƐĞĚĨƌŽŵŽŶĐĞĂŵŽŶƚŚ ƚŽƚǁŽŽƌƚŚƌĞĞƚŝŵĞƐĂŵŽŶƚŚĂƐŶĞĞĚĞĚ͕ĨƌŽŵĞĐĞŵďĞƌϮϬϮϰƚŚƌŽƵŐŚDĂƌĐŚ ϮϬϮϱ;ĂŶĞƐƚŝŵĂƚĞĚϴĂĚĚŝƚŝŽŶĂůƐŝƚĞǀŝƐŝƚƐͿ Ͳ ĚĚŝƚŝŽŶĂůƵŶŬŶŽǁŶĞǆŝƐƚŝŶŐƐƚƌƵĐƚƵƌĂůĐŽŶĚŝƚŝŽŶƐƵŶĐŽǀĞƌĞĚĚƵƌŝŶŐĐŽŶƐƚƌƵĐƚŝŽŶ͕ ŝŶĐůƵĚŝŶŐ͖ o hŶŬŶŽǁŶƐƚƌƵĐƚƵƌĂůĐŽŶĚŝƚŝŽŶƐ o dŚĞƌĞĚĞƐŝŐŶĨŽƌƚŚĞZĞƐƚƌŽŽŵƐǁĂƐŝŶŝƚŝĂƚĞĚďĞĐĂƵƐĞŽĨƚŚĞƵŶŬŶŽǁŶĐŽŶĚŝƚŝŽŶ ŽĨƚŚĞĞǆŝƐƚŝŶŐǁĂƚĞƌůŝŶĞƐ͕ǁŚŝĐŚŶĞĞĚĞĚƚŽďĞƌĞƉůĂĐĞĚ Ͳ ĞƐŝŐŶĐŚĂŶŐĞƐ͕ŝŶĐůƵĚŝŶŐ͖Ăƌ͕ĂŶĚWƌŽũĞĐƚŝŽŶ^ĐƌĞĞŶ tĞƉƌŽƉŽƐĞƚŽƉƌŽǀŝĚĞƚŚĞƐĞĂĚĚŝƚŝŽŶĂůƐĞƌǀŝĐĞƐĨŽƌĂŶĂĚĚŝƚŝŽŶĂůĨŝǆĞĚĨĞĞŽĨΨϭϲϭ͕ϴϲϯ͕ƉĞƌƚŚĞ ĂƚƚĂĐŚĞĚďƌĞĂŬĚŽǁŶ͘ WůĞĂƐĞůĞƚƵƐŬŶŽǁŝĨǇŽƵŚĂǀĞĂŶǇĐŽŵŵĞŶƚƐŽƌƋƵĞƐƚŝŽŶƐŽŶƚŚŝƐƉƌŽƉŽƐĂů͘ ^ŝŶĐĞƌĞůǇ͕ :ĂƐŽŶƵƌƌŝĞ ƌĐŚŝƚĞĐƚ͕^ĞŶŝŽƌƐƐŽĐŝĂƚĞ Docusign Envelope ID: 31CB1AED-8DFA-4FDE-99B7-84AA4D3C2F6F ƌĐŚŝƚĞĐƚƵƌĂůZĞƐŽƵƌĐĞƐ'ƌŽƵƉ WĂůŵ^ƉƌŝŶŐƐ͕DĂƌĐŚϭϭ͕ϮϬϮϱ Z'WƌŽũĞĐƚ͗ϮϮϬϲϬϮ WƌŽƉŽƐĞĚ^ĐŽƉĞĂŶĚ&ĞĞ KƌŝŐŝŶĂů ŽŶƚƌĂĐƚ &ĞĞ WƌĞǀŝŽƵƐůǇ ƉƉƌŽǀĞĚ ĚĚŝƚŝŽŶĂů WŚĂƐĞ &ĞĞ WƌĞǀŝŽƵƐůǇ ƉƉƌŽǀĞĚϮϬϮϰ ĂĚũƵƐƚĞĚWŚĂƐĞ ĨĞĞ ϮϬϮϱĚĚŝƚŝŽŶĂů WŚĂƐĞ&ĞĞ ϮϬϮϱĚũƵƐƚĞĚ WŚĂƐĞĨĞĞ ŽŶƐƚƌƵĐƚŝŽŶĚŵŝŶŝƐƚƌĂƚŝŽŶͲǆƚĞŶĚĞĚƵƌĂƚŝŽŶ Z' ϭϳϵ͕ϱϬϬΨ ϰϱ͕ϯϰϬΨ ϮϮϰ͕ϴϰϬΨϲϱ͕ϬϬϬΨϮϴϵ͕ϴϰϬΨ D,ͲĐŽƵƐƚŝĐĂů ϭϴ͕ϲϯϴΨ ϭϯ͕ϯϵϴΨ ϯϮ͕ϬϯϱΨϯ͕ϬϰϴΨϯϱ͕ϬϴϯΨ <ͲƌĐŚŝƚĞĐƚƵƌĂů>ŝŐŚƚŝŶŐ ϭϳ͕ϴϱϬΨ Ϯ͕ϯϬϬΨ ϮϬ͕ϭϱϬΨͲΨϮϬ͕ϭϱϬΨ ^ƚƌƵĐƚƵƌĂů&ŽĐƵƐͲƐƚƌƵĐƚƵƌĂůĞŶŐŝŶĞĞƌƐ ϯϭ͕ϱϬϬΨ ϭϭ͕ϱϬϬΨ ϰϯ͕ϬϬϬΨϳ͕ϱϵϬΨϱϬ͕ϱϵϬΨ D'ƌŽƵƉͲDĞĐŚĂŶŝĐĂů͕ůĞĐƚƌŝĐĂů͕ĂŶĚWůƵŵďŝŶŐ^ĞƌǀŝĐĞƐ Ϯϲ͕ϮϱϬΨ ϭϰ͕ϯϳϱΨ ϰϬ͕ϲϮϱΨϭϵ͕ϱϱϬΨϲϬ͕ϭϳϱΨ hŶŬŶŽǁŶǆŝƐƚŝŶŐŽŶĚŝƚŝŽŶƐhŶĐŽǀĞƌĞĚƵƌŝŶŐŽŶƐƚƌƵĐŝƚŽŶ ^ƚƌƵĐƚƵƌĂů&ŽĐƵƐͲƐƚƌƵĐƚƵƌĂůĞŶŐŝŶĞĞƌƐ;ƵŶŬŶŽǁŶƐƚƌƵĐƚƵƌĂůĐŽŶĚŝƚŝŽŶƐͿ ϰϭ͕ϰϬϬΨϰϭ͕ϰϬϬΨ Z';ƌĞƐƚƌŽŽŵƌĞĚĞƐŝŐŶ͕ĨŽƌƵŶŬŶŽǁŶĐŽŶĚŝƚŝŽŶŽĨĞǆŝƐƚŝŶŐǁĂƚĞƌůŝŶĞƐͿ ϲ͕ϬϬϬΨϲ͕ϬϬϬΨ ĞƐŝŐŶZĞǀŝƐŝŽŶƐ͖ĂƌΘ^ĐƌĞĞŶ Z';ĂƌƌĞĚĞƐŝŐŶͿϲ͕ϬϬϬΨϲ͕ϬϬϬΨ Z';^ĐƌĞĞŶƌĞĚĞƐŝŐŶͿ ϭ͕ϬϬϬΨϭ͕ϬϬϬΨ ^ƚƌƵĐƚƵƌĂů&ŽĐƵƐͲƐƚƌƵĐƚƵƌĂůĞŶŐŝŶĞĞƌƐ;^ĐƌĞĞŶƌĞĚĞƐŝŐŶͿ ϰ͕ϬϮϱΨϰ͕ϬϮϱΨ D'ƌŽƵƉͲDĞĐŚĂŶŝĐĂů͕ůĞĐƚƌŝĐĂů͕ĂŶĚWůƵŵďŝŶŐ^ĞƌǀŝĐĞƐ;^ĐƌĞĞŶƌĞĚĞƐŝŐŶͿ ϯ͕ϰϱϬΨϯ͕ϰϱϬΨ >ƵŵƉƐƵŵ&ĞĞ ΨϮϳϯ͕ϳϯϴ Ψϴϲ͕ϵϭϯ ϯϲϬ͕ϲϱϬΨϭϱϳ͕ϬϲϯΨϱϭϳ͕ϳϭϯΨ ZĞŝŵďƵƌƐĂďůĞƐ;ĞƐƚŝŵĂƚĞĚͿΎΎ Ψϱ͕ϰϮϯ ΨϮ͕ϰϬϬ ϳ͕ϴϮϯΨΨϰ͕ϴϬϬ ϭϮ͕ϲϮϯΨ dŽdĂů&ĞĞ;>ĂďŽƌнZĞŝŵďƵƌƐĂďůĞƐͿ͗ΨϮϳϵ͕ϭϲϭ Ψϴϵ͕ϯϭϯ Ψϯϲϴ͕ϰϳϯ Ψϭϲϭ͕ϴϲϯ ΨϱϯϬ͕ϯϯϲ EŽƚĞƐ dŚĞĂƚƌĞWƌŽũĞĐƚƐͲƚŚĞĂƚƌŝĐĂůĂŶĚͬs;ƵŶĚĞƌƐĞƉĂƌĂƚĞĐŽŶƚƌĂĐƚĚŝƌĞĐƚůǇ ǁŝƚŚ&ŽƵŶĚĂƚŝŽŶͿ /ŶĐůƵĚĞƐZ'ΖƐĂĚŵŝŶŝƐƚƌĂƚŝǀĞĨĞĞϭϱйŵĂƌŬƵƉŽŶĐŽŶƐƵůƚĂŶƚƐ ΎΎZĞŝŵďƵƌƐĂďůĞƐŵĂǇŝŶĐůƵĚĞ͕ďƵƚĂƌĞŶŽƚůŝŵŝƚĞĚƚŽĐŽŵŵƵŶŝĐĂƚŝŽŶ͕ ĚĞůŝǀĞƌǇ͕ƉŽƐƚĂŐĞ͕ƚƌĂǀĞů͕ĂŶĚƌĞƐĞĂƌĐŚĨĞĞƐ͘ ϮϮϬϲϬϮWůĂǌĂdŚĞĂƚƌĞͲĚĚŝƚŝŽŶĂůWŚĂƐĞ^ĞǀŝĐĞƐ z͗ͰWƌŽũĞĐƚƐͰϮϮͺWZK:ͺ>ͰϮϮϬϲϬϮWůĂǌĂdŚĞĂƚƌĞWĂůŵ^ƉƌŝŶŐƐͰϬϬͺŐĞŶĞƌĂůͰ&ĞĞͺWƌŽƉŽƐĂůƐͰϮϬϮϱĂĚĚŝƚŝŽŶĂůƐĞƌǀŝĐĞƐĨŽƌƉŚĂƐĞͰϮϬϮϱͲϬϭϭϱWůĂǌĂdŚĞĂƚƌĞĚĚŝƚŝŽŶĂůWŚĂƐĞ^ĞƌǀŝĐĞƐ&WZKWK^>sϮ͘ǆůƐǆ Docusign Envelope ID: 31CB1AED-8DFA-4FDE-99B7-84AA4D3C2F6F STANDARD BILLING RATES 1. Direct personnel expense shall be billed at the following rates, including time for meetings, public meetings, and presentations: Principal $260 to $330/hour Senior Project Manager $200 to $250/hour Project Manager $180 to $210/hour Senior Architect $190 to $240/hour Architect 3 $180 to $210/hour Designer 3 $175 to $210/hour Historian/ Planner 3 $175 to $210/hour Conservator 3 $175 to $210/hour Architect 2 $165 to $175/hour Designer 2 $155 to $170/hour Historian/ Planner 2 $155 to $170/hour Conservator 2 $155 to $170/hour Architect 1 $145 to $160/hour Designer 1 $145 to $150/hour Historian/ Planner 1 $145 to $150/hour Conservator 1 $145 to $150/hour Intern $100 to $140/hour Administrative Personnel $100 to $140/hour 2. Reimbursable Expenses shall be billed at cost plus 15% and shall include the following: a. Reproduction costs such as printing or duplication of drawings, specifications, and written reports. b. Lodging, subsistence, and out-of-pocket expenses for authorized travel in connection with work. c. Travel: (including local) IRS allowable rate plus tolls and parking, or cost of air travel. d. Special teleconference or database access charges. e. Cost of models, special renderings, photography, special process printing, special printed reports or publications and maps. f. Postage and delivery charges. g. Professional consultants retained with client approval. h. Specialized equipment rental (required by the project). 3. Equipment Use Fee of $300 shall be charged for specialized equipment like the Thermal Imaging Camera, 3D Camera, or Binocular Microscope. 4. Rates shall increase 5% each year until the project is completed. 5. Rates effective January 1, 2025 thru December 31, 2025. Docusign Envelope ID: 31CB1AED-8DFA-4FDE-99B7-84AA4D3C2F6F CITY COUNCIL STAFF REPORT DATE: MARCH 27, 2025 BUSINESS & LEGISLATIVE SUBJECT: APPROVE AMENDMENT NO. 4 TO PROFESSIONAL SERVICES AGREEMENT NO. A9173 WITH ARCHITECTUAL RESOURCES GROUP INC., IN THE AMOUNT OF $270,761 FOR ADDITIONAL CONSTRUCTION ADMINISTRATION SERVICES AND COURTYARD DESIGN, APPROVE TASK ORDER NO. 1 UNDER ON-CALL AGREEMENT NO. A8566 WITH DUDEK, INC., IN AN AMOUNT OF $397,500 FOR ADDITIONAL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES, AND APPROVE ADDITIONAL CONTINGENCY IN THE AMOUNT OF $2,170,000 FOR PLAZA THEATRE REHABILITATION, CITY PROJECT 18-04 FROM: Scott C. Stiles, City Manager BY: Engineering Services Department SUMMARY: Approval of the subject amendment, task order, and additional contingency will allow the City to complete the Plaza Theatre Rehabilitation Project. RECOMMENDATION: 1. Authorize the City Manager to approve Amendment No.4 for additional construction administration services and courtyard design, which is nearly $109,000, with Architectural Resources Group Inc., in an amount of $270,761; 2. Authorize the City Manager to approve a task order for additional project management and inspection services from on -call engineering service firm, Dudek, Inc., in an amount of $397,500; 3. Delegate authority to the City Manager or designee to approve and execute additional amendments and construction contract change orders up to a total amount of $2,170,000 with all amendments and change orders reported to the City Council; 4. Authorize the City Manager or his designee to execute all necessary documents. Item 3A - Page 1 Docusign Envelope ID: 31CB1AED-8DFA-4FDE-99B7-84AA4D3C2F6F City Council Staff Report March 27, 2025 -- Page 2 Approve Amendment, Task Order, and Additional Contingency for Plaza Theatre Rehabilitation, CP 18-04 BUSINESS PRINCIPAL DISCLOSURE: The Public Integrity Disclosure Form for Architectural Resources Group Inc. (ARG) and Dudek, Inc. (Dudek) are included as Attachment A. BACKGROUND: Located at 128 South Palm Canyon Drive, the Plaza Theatre (Theatre) opened in 1936. The Theatre was commissioned by heiress Julia Carnell and designed by lead architect Harry Williams. Its atmospheric design hearkens to grand movie palaces, while its Spanish Colonial Revival exterior was typical of many buildings of the era in Palm Springs. In 1991, the Theatre was designated City of Palm Springs Class 1 Historic Site #22. While the Palm Springs Follies ran for 23 years, the Theatre has sat primarily empty since 2014. On July 28, 2022, the City Council approved Professional Service Agreement No. A9173 with Architectural Resources Group Inc. for the Plaza Theatre Design Services for a maximum contract amount of $1,047,994. The completion of the plans, specifications, and estimate (PS&E) took approximately 11 months to complete (June 2023). The following month, following City Council approval of the PS&E, the Project was advertised for bidding through the local newspaper, plans rooms, and the City’s onli ne procurement program PlanetBidsTM to allow for the submission of bids electronically. On December 14, 2023, following review of all five (5) bids received with the Plaza Theatre Foundation and City Management, Woodcliff Corporation was awarded a construction contract in the amount of $26,322,000. Construction started in March 2024 and is currently on-going. Please see Figure 1 below for pre-construction conditions vs current conditions. It should be noted, this project was largely able to move forward through the efforts of the Plaza Theatre Foundation. The Foundation was able to fundraise more than $9.5 million, and in addition, secured a grant through the State of California for $2.5 million. In addition, the City contributed $2 million for design for a total of $14 million initially raised by the Foundation. Fundraising efforts continue today. The Plaza Theatre Foundation has committed to $24 million in funding which amounts to approximately 65% of construction costs, including architectural and engineering services. The additional $10 million will be paid back to the City over time , which was agreed to by the Foundation and the City in a previously executed agreement. Item 3A - Page 2 Docusign Envelope ID: 31CB1AED-8DFA-4FDE-99B7-84AA4D3C2F6F City Council Staff Report March 27, 2025 -- Page 3 Approve Amendment, Task Order, and Additional Contingency for Plaza Theatre Rehabilitation, CP 18-04 Item 3A - Page 3 Docusign Envelope ID: 31CB1AED-8DFA-4FDE-99B7-84AA4D3C2F6F City Council Staff Report March 27, 2025 -- Page 4 Approve Amendment, Task Order, and Additional Contingency for Plaza Theatre Rehabilitation, CP 18-04 Figure 1 – Construction Progress Pictures By June 2024, the City had authorized three (3) amendments with ARG. The first amendment approved additional design services, in the amount of $13,205, for east alley way accessibility compliance and improvements for backstage access. The second amendment approved additional design services, in the amo unt of $28,675, for additional bid support and design clarifications due to the extended bidding period and questions/comments received from bidders. The third amendment was approved in the amount of $89,313 for additional construction support services due to unforeseen issues and discoveries during demolition and additional time needed for extension in working days needed which extend the construction contract time. STAFF ANALYSIS: The project remains on track to be substantially completed by October 2025. Dudek’s original proposal was based on the original February 2025 project completion timeline. Since then, there have been additional working days added to the construction timeline through October 2025. There will also be some additional project close-out work done following the substantial completion in October. Dudek submitted a proposal for additional costs associated with this additional time in the amount of $397,500. A copy of their proposal is included as Attachment B. In March 2025, due to the number of working days added and increase site visits needed, Staff requested that ARG be onsite more often to keep the project on schedule. ARG submitted a proposal to amend their contract support line item in the amount of $161,863. In addition, the west entry courtyard of the Plaza Theatre, fronting Palm Canyon Drive, is in need of repair and relocation of utility lines that are currently on the face of the theatre. ARG submitted a proposal to amend their contract line items for architectural, civil, electrical, and rendering design services in the amount of $108,898. These two proposals have been combined for $270,761 and included as Attachment C. Additional expenses for required health and safety and building code compliance include interior fire suppression and exterior courtyard ingress and egress improvements. In Item 3A - Page 4 Docusign Envelope ID: 31CB1AED-8DFA-4FDE-99B7-84AA4D3C2F6F City Council Staff Report March 27, 2025 -- Page 5 Approve Amendment, Task Order, and Additional Contingency for Plaza Theatre Rehabilitation, CP 18-04 addition, there will be IT requirements that consist of wireless network equipment, cameras, and a server room. These improvements are deemed to be essential to complete construction and ready the building for opening. These essential additions total $1.35 million. The Theatre management and operations team has also identified several equipment substitutions that would enhance functionality and the success of the theatre; however, it would increase costs to the project. Substitutions being considered include a larger, more functional screen that would better serve the Palm Springs International Film Festival among other users which will cost approximately $200,000. Upgraded audio-visual equipment, more than originally budgeted, at a cost of $300,000 and miscellaneous building enhancements to improve the customer experience at approximately $70,000 bring the desirable substitutions and enhancements to approximately $570,000 . In the original funding request, the Plaza Theatre Foundation agreed to turn over $9.5 million in cash raised through fundraising and future pledged commitments. To date, the Foundation has transferred $8.75 million of that commitment to the City. The City will need to advance the balance of $750,000 to ensure there are no delays in construction and the Foundation will pay the City when those dollars are raised through future fundraising efforts. In the original budget, the City had allocated $2.5 million for start-up costs. That budget has been reduced by the City to $2 million and the $500,000 savings will be moved to the construction budget to contribute to these additional needs. For these reasons, additional contingency funds of $2.17 million are requested to ensure that the project may be completed timely and in a manner that facilitates the successful operation of the Historic Plaza Theatre for generations to come. Total request for additional funding, including the contract extensions for the Engineer and Architect, is $2.84 million. ENVIRONMENTAL ASSESSMENT: The Plaza Theater improvement project for which the aforementioned agreements are being considered was evaluated pursuant to CEQA by the City’s Historic Site Preservation Board (“HSPB”) on March 7, 2023, via Case #3.1149 – HSPB #22A as required under the City’s Historic Preservation Ordinance, (Chapter 8.05 of the Palm Springs Municipal Code). At that time the HSPB evaluated the project and determined it to be Categorically Exempt from further analysis under CEQA as a Class 31 exemption because the project proposed a restoration, rehabilitation, ma intenance, and preservation of the building in a manner consistent with the Secretary of the Interior Standards for the Treatment of Historic Resources.” At that time, the HSPB made affirmative findings pursuant to PSMC Section 8.05.110 and granted a Certificate of Appropriateness for the project. Item 3A - Page 5 Docusign Envelope ID: 31CB1AED-8DFA-4FDE-99B7-84AA4D3C2F6F City Council Staff Report March 27, 2025 -- Page 6 Approve Amendment, Task Order, and Additional Contingency for Plaza Theatre Rehabilitation, CP 18-04 ALIGNMENT WITH STRATEGIC PLANNING: This action aligns with the Strategic Plan 2A – Improve City Facilities, prioritize deferred maintenance. The Plaza Theatre is a public building that has been out of commission for some time. These improvements will provide updates to the building that will allow it to be used by the public once again as a movie theater, performance, and meeting space. FISCAL IMPACT: The total amount of the request will be appropriated out of the deferred maintenance internal service fund. The amount appropriated if approved is $2,838,261. Note, at the beginning of the project, the initial contingency was 12.5%. After talking with Dudek, Woodcliff, and ARG, it was found that a 20% contingency is more common for historic rehabilitation projects. With the additional requested funds, this brings the total contingency for the project to 20%. If/when the Plaza Theatre Foundation returns the $750,000, the amount needed will be reduced to $2,088,261. Expenses for relocating Kalura patio dining and other legal expenses are still being negotiated and not included in the construction budget. Any further expenses for legal settlements will come from the City’s Risk Management Fund. REVIEWED BY: Acting City Engineer Francisco Jaime, PE Deputy City Manager: Assistant City Manager: Teresa Gallavan City Manager: Scott Stiles ATTACHMENTS: A. Public Integrity Form Disclosure – ARG and Dudek B. Dudek Proposal C. ARG Proposal Item 3A - Page 6 Docusign Envelope ID: 31CB1AED-8DFA-4FDE-99B7-84AA4D3C2F6F Attachment A Item 3A - Page 7 Docusign Envelope ID: 31CB1AED-8DFA-4FDE-99B7-84AA4D3C2F6F Item 1M - Page 5Item 3A - Page 8 Docusign Envelope ID: 31CB1AED-8DFA-4FDE-99B7-84AA4D3C2F6F Item 1M - Page 6Item 3A - Page 9 Docusign Envelope ID: 31CB1AED-8DFA-4FDE-99B7-84AA4D3C2F6F Page 22 of 50 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? F Yes F No 5. Type of Entity F Corporation F Limited Liability Company F Partnership F Trust F Other (please specify) 6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: If any response is not a natural person, please identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust or other ent ity _______________________________________________ F Officer F Director F Member F Manager [name] F General Partner F Limited Partner F Other _______________________________ _______________________________________________ F Officer F Director F Member F Manager [name] F General Partner F Limited Partner F Other _________________________________ ______________________________________________ F Officer F Director F Member F Manager [name] F General Partner F Limited Partner Dudek 605 Third Street, Encinitas, CA 92024 78-075 Main Street, Suite G-203, La Quinta, CA 92253 California X Frank Dudek X Mark Girard, Member Joseph Monaco, Member Peter Quinlan, Member Robert Ohlund, Member Gerry Salontai, Member Tom Larkin, Member X X Item 3A - Page 10 Docusign Envelope ID: 31CB1AED-8DFA-4FDE-99B7-84AA4D3C2F6F Page 23 of 50 F Other _______________________________ 7. Owners/Investors with a 5% beneficial interest in the Applicant Entity or a related entity EXAMPLE JANE DOE [name of owner/investor] 50%, ABC COMPANY, Inc. [percentage of beneficial interest in entity and name of entity] A. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] B. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] C. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] D. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] E. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] I DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT. Signature of Disclosing Party, Printed Name, Title Date Frank Dudek 24% ESOP 35% George Litzinger CM Division manager April 24, 2020 Item 3A - Page 11 Docusign Envelope ID: 31CB1AED-8DFA-4FDE-99B7-84AA4D3C2F6F Attachment B Item 3A - Page 12 Docusign Envelope ID: 31CB1AED-8DFA-4FDE-99B7-84AA4D3C2F6F Item 3A - Page 13 Docusign Envelope ID: 31CB1AED-8DFA-4FDE-99B7-84AA4D3C2F6F Attachment C Item 3A - Page 14 Docusign Envelope ID: 31CB1AED-8DFA-4FDE-99B7-84AA4D3C2F6F March 11, 2025 Francisco J. Jaime, P.E. Senior Civil Engineer City of Palm Springs, Engineering Services Department 3200 East Tahquitz Canyon Way Palm Springs, CA 92262 RE: Scope of Work Revisions, Palm Springs Plaza Theatre- Entry Courtyard Improvements & Additional CA Phase Services Francisco, We are happy to continue our work with the City of Palm Springs on the Plaza Theatre Rehabilitation project. Please find attached our proposals for the Entry Courtyard Improvements, and Additional CA Phase Services. We propose to provide these additional services for an additional fixed fee of $270,761, per the following breakdown: New Entry Courtyard $108,898 Extended CA Phase $161,863 See the attached detailed proposals for additional breakdown. Sincerely, Jason Currie Architect, Senior Associate Item 3A - Page 15 Docusign Envelope ID: 31CB1AED-8DFA-4FDE-99B7-84AA4D3C2F6F March 11, 2025 Francisco J. Jaime, P.E. Senior Civil Engineer City of Palm Springs, Engineering Services Department 3200 East Tahquitz Canyon Way Palm Springs, CA 92262 RE: Scope of Work Revisions, Palm Spring Plaza Theatre- Entry Courtyard Improvements Francisco, We are happy to continue our work with the City of Palm Springs on the Plaza Theatre Rehabilitation project. The reworking of the entry courtyard gives us an opportunity to design an inviting approach to the theater, which will have a positive contribution to the overall theatergoing experience. ARG and our consultants will provide the following scope of work and services: 1) Architectural (ARG): a) Overall project management and consultant coordination b) Two concept design schemes for a new configuration of ramps and stairs, eliminating the existing guardrail and raised seating area, in the form of concept level site plan drawings c) See attached limits of work plan d) Design review meetings (3) with the Foundation and City e) Construction Documents for selected scheme, including;  Site plan, and site demo plan  Details for ramp, stairs, handrails, and paving  Product selection and specification for paving materials 2) Civil (ERSC) : a) Design of a grading & drainage plan  Level landings at all adjacent building entrances, and accessible path of travel from Theater to Public Way b) Coordination of underground utilities  Storm drain  Undergrounding gas that is currently surface mounted on buildings  Undergrounding power · Reconnecting two existing monument signs Item 3A - Page 16 Docusign Envelope ID: 31CB1AED-8DFA-4FDE-99B7-84AA4D3C2F6F · Replacing the overhead power to the freestanding marquee sign  Power to new lighting 3) Electrical and Architectural Lighting (AMA and AKA, from theater rehabilitation team): a) Verify existing conditions light levels from public way b) Provide new code required lighting at patio stairs and ramp, including; fixture selection, details and power c) Provide a photometric plan confirming requirements d) Power plan for new lighting and reconnecting existing free standing signs to theater building power 4) Renderings (Brick Visual, Foundation’s consultant for promotional renderings) a) Provide an updated site view rendering It’s our understanding that this work will be change-ordered into the current construction project, with the goal of completing the construction work coinciding with the opening of the theater. This proposal includes extended Construction Administration services for this scope of work, which is estimate to be 3 months. The City will coordinate an over-the-counter review of the plans with the Building Department, and HSPB. We propose to provide these additional services for an additional fixed fee of $108,898, per the attached breakdown. We anticipate it will take 6 weeks to complete the Concept Design Phase, and 6 weeks to complete the Construction Document Phase, and we can start immediately with your authorization. Please let us know if you have any comments or questions on this proposal. Exclusions - Landscaping – ARG will show some potted plants on the site plan, but will need the City to provide specification of the planting materials, sizes, and locations. - Site furnishings - Presentations to City Council - As-builts Sincerely, Jason Currie Architect, Senior Associate Item 3A - Page 17 Docusign Envelope ID: 31CB1AED-8DFA-4FDE-99B7-84AA4D3C2F6F Architectural Resources Group Palm Springs, CA March 11, 2025 ARG Project: 220602 Proposed Scope and Fee Principal Architect/ PM Designer Task:$260 $190 $145 Cost Project Startup 0.5 4 2 $1,180 (1) one site visit for as-built measurements (1) initial visit for one staff, to measure exterior site conditions and existing fence. 0 8 8 $2,680 Prepare base drawings, using survey, and as-built measurements 0 4 16 $3,080 Schematic Design Two concept design schemes for a new configuration of ramps and stairs, eliminating the existing guardrail and raised seating area 2 8 16 $4,360 (2) two design review meetings with City and Foundation 4 4 0 $1,800 Construction Documents Site plan, and site demo plan 0 4 16 $3,080 Details for ramp, stairs, handrails, and paving 0 12 24 $5,760 (1) one progress meeting with client to finalize design. 2 2 0 $900 Building Department Coordination 0 2 4 $960 HSPB coordination 0 2 4 $960 Coordinate Estimate 0 2 0 $380 Coordinate Renderings 1 2 4 $1,220 Construction Administration (3 months, 4hrs per week)6 48 24 $14,160 E. Project Coordination 1. QC Review 4 4 8 $2,960 2. Coordinate with consultants, and project management 1 8 0 $1,780 Labor Hours Totals:20.5 114 126 Lump sum Fee $45,260 Reimbursables (estimated)**$2,400 ARG Fee (Labor+ Reimbursables): $47,660 15% Markup* ERSC Civil Engineering Services $ 33,650 5,047.50$ 38,697.50$ AMA Group - Electrical Services $ 10,500 1,575.00$ 12,075.00$ AKA Architectural Lighting - Lighting Services $ 7,450 1,117.50$ 8,567.50$ Brick- Renderings $ 1,650.00 247.50$ 1,897.50$ Total Proposed Services $108,898 Notes Billing will occur monthly based on percentage of work completed. *Includes ARG's administrative fee. **Reimbursables may include, but are not limited to communication, delivery, postage, travel, and research fees. 220602 Plaza Theatre Entry Courtyard Y:\Projects\22_PROJ_LA\220602 Plaza Theatre Palm Springs\00_general\Fee_Proposals\2025 Courtyard\220602 Plaza Theatre Entry Courtyard FEE PROPOSAL- R1 03112025.xlsxItem 3A - Page 18 Docusign Envelope ID: 31CB1AED-8DFA-4FDE-99B7-84AA4D3C2F6F March 11, 2025 Francisco J. Jaime, P.E. Senior Civil Engineer City of Palm Springs, Engineering Services Department 3200 East Tahquitz Canyon Way Palm Springs, CA 92262 RE: Scope of Work Revisions, Palm Spring Plaza Theatre- Additional CA Phase Services Dear Francisco, Thank you for your consideration of the following additional services request for the Plaza Theatre Rehabilitation project. In June 2024, we submitted an additional service request for the extended construction administration phase. That add service covered an increase in the construction schedule from an anticipated 12 months to 15 months when the anticipated construction completion was May 2, 2025. The contractor has since revised the schedule to extend to November 2025 (with the opening planned for December 2025), an additional 6 months. We are proposing additional services for the following reasons: - An extended duration, an additional 6 months o Additional site visits for ARG; site visit frequency increased from once a month to two or three times a month as needed, from December 2024 through March 2025 (an estimated 8 additional site visits) - Additional unknown existing structural conditions uncovered during construction, including; o Unknown structural conditions o The redesign for the Restrooms was initiated because of the unknown condition of the existing water lines, which needed to be replaced - Design changes, including; Bar, and Projection Screen We propose to provide these additional services for an additional fixed fee of $161,863, per the attached breakdown. Please let us know if you have any comments or questions on this proposal. Sincerely, Jason Currie Architect, Senior Associate Item 3A - Page 19 Docusign Envelope ID: 31CB1AED-8DFA-4FDE-99B7-84AA4D3C2F6F Architectural Resources Group Palm Springs, CA March 11, 2025 ARG Project: 220602 Proposed Scope and Fee Original Contract Fee Previously Approved Additional CA Phase Fee Previously Approved 2024 adjusted CA Phase fee 2025 Additional CA Phase Fee 2025 Adjusted CA Phase fee Construction Administration- Extended Duration ARG 179,500$ 45,340$ 224,840$ 65,000$ 289,840$ MCH- Acoustical 18,638$ 13,398$ 32,035$ 3,048$ 35,083$ AKA- Architectural Lighting 17,850$ 2,300$ 20,150$ -$ 20,150$ Structural Focus- structural engineers 31,500$ 11,500$ 43,000$ 7,590$ 50,590$ AMA Group - Mechanical, Electrical, and Plumbing Services 26,250$ 14,375$ 40,625$ 19,550$ 60,175$ Unknown Existing Conditions Uncovered During Construciton Structural Focus- structural engineers (unknown structural conditions)41,400$ 41,400$ ARG (restroom redesign, for unknown condition of existing water lines)6,000$ 6,000$ Design Revisions; Bar & Screen ARG (Bar redesign) 6,000$ 6,000$ ARG (Screen redesign)1,000$ 1,000$ Structural Focus- structural engineers (Screen redesign)4,025$ 4,025$ AMA Group - Mechanical, Electrical, and Plumbing Services (Screen redesign)3,450$ 3,450$ Lump sum Fee $273,738 $86,913 360,650$ 157,063$ 517,713$ Reimbursables (estimated)**$5,423 $2,400 7,823$ $4,800 12,623$ ToTal CA Fee (Labor+ Reimbursables): $279,161 $89,313 $368,473 $161,863 $530,336 Notes Theatre Projects- theatrical and A/V (under separate contract directly with Foundation) Includes ARG's administrative fee 15% markup on consultants **Reimbursables may include, but are not limited to communication, delivery, postage, travel, and research fees. 220602 Plaza Theatre - Additional CA Phase Sevices Y:\Projects\22_PROJ_LA\220602 Plaza Theatre Palm Springs\00_general\Fee_Proposals\2025 additional services for CA phase\2025-0115 Plaza Theatre Additional CA Phase Services FEE PROPOSAL V2.xlsxItem 3A - Page 20 Docusign Envelope ID: 31CB1AED-8DFA-4FDE-99B7-84AA4D3C2F6F STANDARD BILLING RATES 1. Direct personnel expense shall be billed at the following rates, including time for meetings, public meetings, and presentations: Principal $260 to $330/hour Senior Project Manager $200 to $250/hour Project Manager $180 to $210/hour Senior Architect $190 to $240/hour Architect 3 $180 to $210/hour Designer 3 $175 to $210/hour Historian/ Planner 3 $175 to $210/hour Conservator 3 $175 to $210/hour Architect 2 $165 to $175/hour Designer 2 $155 to $170/hour Historian/ Planner 2 $155 to $170/hour Conservator 2 $155 to $170/hour Architect 1 $145 to $160/hour Designer 1 $145 to $150/hour Historian/ Planner 1 $145 to $150/hour Conservator 1 $145 to $150/hour Intern $100 to $140/hour Administrative Personnel $100 to $140/hour 2. Reimbursable Expenses shall be billed at cost plus 15% and shall include the following: a.Reproduction costs such as printing or duplication of drawings, specifications, and written reports. b.Lodging, subsistence, and out-of-pocket expenses for authorized travel in connection with work. c.Travel: (including local) IRS allowable rate plus tolls and parking, or cost of air travel. d.Special teleconference or database access charges. e.Cost of models, special renderings, photography, special process printing, special printed reports or publications and maps. f.Postage and delivery charges. g.Professional consultants retained with client approval. h.Specialized equipment rental (required by the project). 3.Equipment Use Fee of $300 shall be charged for specialized equipment like the Thermal Imaging Camera, 3D Camera, or Binocular Microscope. 4.Rates shall increase 5% each year until the project is completed. 5.Rates effective January 1, 2025 thru December 31, 2025. Item 3A - Page 21 Docusign Envelope ID: 31CB1AED-8DFA-4FDE-99B7-84AA4D3C2F6F CONTRACT ABSTRACT Contract/Amendment Name of Contract: Company Name: Company Contact: Email: Summary of Services: Contract Price: Contract Term: Public Integrity/ Business Disclosure Forms: Contract Administration Lead Department: Contract Administrator/ Ext: Contract Approvals Council/City Manager Approval Date: Agreement Number: Amendment Number: Contract Compliance Exhibits: Insurance: Routed By: Bonds: Business License: Sole Source Co-Op CoOp Agmt #: Sole Source Documents: CoOp Name: CoOp Pricing: By: Submitted on: Contract Abstract Form Rev 8.16.23 Authorized Signers: Name, Email (Corporations require 2 signatures) Professional Services Agreement Architectural Resources Group, Inc. Katie Horak, Principal K.Horak@ARGCREATE.com CP 18-04, Plaza Theatre Design Services $1,179,187 (including this A#3 for $89,313) NTE 4 years On file Katie Horak, K.Horak@ARGCREATE.com Naomi Miroglio, Naomi@ARGCREATE.com Engineering Services Joel Montalvo/Francisco Jaime/Alberto Gradilla X8718 September 26, 2024, Item 1M A9173 Amendment No. 3 Yes Yes Yes Department N/A No Amendment No. 3 and insurance attached. N/A 10/01/2024 Vonda Teed Docusign Envelope ID: 8ECF9386-26FD-4359-81D2-6BC4422CE169 Page 1 of 3 Revised: 10.31.23 AMENDMENT NO. 3 TO THE PROFESSIONAL SERVICES AGREEMENT NO. A9173 BETWEEN THE CITY PALM SPRINGS AND ARCHITECTURAL RESOURCES GROUP INC. 1. Parties and Date. This Amendment No. 3 to the Professional Services Agreement No. A9173 made and entered into as of this 26th day of September, 2024, by and between the City of Palm Springs (“City”) and Architectural Resources Group, a California corporation, with its principal place of business at 360 E. 2nd Street, Suite 225 Los Angeles, CA 90012 (“Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties.” 2. Recitals. 2.1 Agreement. The City and Consultant have entered into an agreement entitled “Plaza Theater Design Services” dated August 1, 2022 (“Agreement”) for the purpose of retaining the services of Consultant to provide Design Services for a maximum contract amount of $1,047,994 for City Project 18-04. 2.2 Amendment No. 1. The City and Consultant amended the Agreement to include preparation of base drawings, using aerials, existing site plan drawings, and as-built measurements. The Parties have heretofore entered into that Amendment No. 1 dated July 10, 2023 for an amount of $13,205 for a new maximum contract amount of $1,061,199. 2.3 Amendment No. 2. The City and Consultant amended the Agreement to include additional bid support required for the extension of the bid opening date. The Parties have heretofore entered into that Amendment No. 1 dated October 24, 2023 for an amount of $28,675 for a new maximum contract amount of $1,089,874. 2.4 Amendment No. 3. The City and Consultant desire to amend the Agreement to include additional construction administration support required as a result of project time extensions due to existing unknown project conditions. 2.5 Amendment Authority. This Amendment No. 3 is authorized pursuant to Section 1.8 Additional Services of the Agreement. 3. Terms. 3.1 Scope of Services Section 1.1 of the Agreement is hereby amended to read as follows: Exhibit “A” is hereby amended to include the additional scope of services as set forth in the Consultant’s letter dated June 28, 2024 attached hereto and incorporated herein by reference. Docusign Envelope ID: 8ECF9386-26FD-4359-81D2-6BC4422CE169 Page 2 of 3 Revised: 10.31.23 3.2 Maximum Contract Amount Section 2.1 of the Agreement is hereby amended to read as follows: The total amount of compensation is increased by $89,313. Compensation shall not exceed the maximum contract amount of $1,179,187. ("Maximum Contract Amount"). 3.3 Schedule of Performance Section 3.2 of the Agreement, delete its entirety and replace with the following Consultant shall commence the Services under this Agreement upon receipt of a written notice to proceed. When requested by Consultant, extensions to the time period may be approved in writing by the Contract Officer, but such extensions shall not exceed two (2) years; however, the City shall not be obligated to grant such an extension. 3.4 Term Section 3.4 of the Agreement, delete its entirety and replace with the following: 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 four years, commencing on August 1, 2022, and ending on June 30, 2026, unless extended by mutual written agreement of the Parties. However, the term shall not exceed four years from the commencement date, except as otherwise provided in the Schedule of Performance described in Section 3.2 above. 3.5 Continuing Effect of Agreement. Except as amended by this Amendment No. 3, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 3. From and after the date of this Amendment No. 3, whenever the term “Agreement” or “Contract” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 3. 3.6 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 2. 3.7 Severability. If any portion of this Amendment No. 3 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.8 Counterparts. This Amendment No. 3 may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute but one and the same instrument. [SIGNATURES ON FOLLOWING PAGE] Docusign Envelope ID: 8ECF9386-26FD-4359-81D2-6BC4422CE169 Page 3 of 3 Revised: 10.31.23 SIGNATURE PAGE TO AMENDMENT NO. 3 BY AND BETWEEN THE CITY OF PALM SPRINGS AND ARCHITECTURAL RESOURCES GROUP INC. IN WITNESS WHEREOF, the Parties have executed this Amendment as of the dates stated below. CONTRACTOR: By: _______________________________________ By: _________________________________________ Signature Signature (2nd signature required for Corporations) Date: Date: CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: 09/26/2024 Item No. 1M APPROVED AS TO FORM: ATTEST: By: ___________________________ By: _______________________________ City Attorney City Clerk APPROVED: By: _______________________________ Date: City Manager – over $50,000 Deputy/Assistant City Manager – up to $50,000 Director – up to $25,000 Manager – up to $5,000 Docusign Envelope ID: 8ECF9386-26FD-4359-81D2-6BC4422CE169 10/1/2024 10/1/2024 10/2/2024 June 28, 2024 Francisco J. Jaime, P.E. Senior Civil Engineer City of Palm Springs, Engineering Services Department 3200 East Tahquitz Canyon Way Palm Springs, CA 92262 RE: Scope of Work Revisions, Palm Spring Plaza Theatre- Additional CA Phase Services Dear Francisco, We are happy to continue our work with the City of Palm Springs on the Plaza Theatre Rehabilitation project. In June 2023, at the completion of the CD phase, we prepared an additional service proposal for CA phase services, due to an increase in the construction cost estimate, and an anticipated increase in the duration of construction. At the time, since we already had an amount of fees contracted for the CA phase, the City asked us to start by using those fees, and to track our costs for the first few months of construction, so that we could have a more information to tell if extra services are warranted. Now that we are a few months into construction, we can verify that the costs are tracking higher than anticipated in our original proposal, compared to the percent complete of this phase. We believe the increase is due to the following: - An extended duration, initially anticipated to be 12 months, and now scheduled to be 15 months (Note; if the construction duration increases further, we may need to address that in the future). - Additional complexity, as reflected in the initial budget of $10M ~ $12M, with bids for the theater scope coming in at $24M - Unknown existing conditions uncovered during construction We propose to provide these additional services for an additional fixed fee of $89,313, per the attached breakdown. Please let us know if you have any comments or questions on this proposal. Sincerely, Jason Currie Architect, Senior Associate Docusign Envelope ID: 8ECF9386-26FD-4359-81D2-6BC4422CE169 Architectural Resources Group Palm Springs, CA June 28, 2024 ARG Project: 220602 Proposed Scope and Fee Original Contract Fee Additional CA Phase Fee New CA Phase fee Consultant ARG 179,500$ 45,340$ 224,840$ Theatre Projects- theatrical and A/V (under separate contract directly with Foundation) MCH- Acoustical 18,638$ 13,398$ 32,035$ AKA- Architectural Lighting 17,850$ 2,300$ 20,150$ Structural Focus- structural engineers 31,500$ 11,500$ 43,000$ AMA Group - Mechanical, Electrical, and Plumbing Services 26,250$ 14,375$ 40,625$ Lump sum Fee $273,738 $86,913 360,650$ Reimbursables (estimated)**$5,423 $2,400 7,823$ ToTal CA Fee (Labor+ Reimbursables): $279,161 $89,313 $368,473 Notes Includes ARG's administrative fee. **Reimbursables may include, but are not limited to communication, delivery, postage, travel, and research fees. 220602 Plaza Theatre - Additional CA Phase Sevices Y:\Projects\22_PROJ_LA\220602 Plaza Theatre Palm Springs\00_general\Fee_Proposals\2024 additional services for CA phase\2024-0625 Plaza Theatre Additional CA Phase Services FEE PROPOSAL.xlsx Docusign Envelope ID: 8ECF9386-26FD-4359-81D2-6BC4422CE169 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 8/14/2024 AssuredPartners Design Professionals Insurance Services,LLC 3697 Mt.Diablo Blvd.,Suite 230 Lafayette CA 94549 Jennifer Aguirre 626-381-9091 CertsDesignPro@AssuredPartners.com License#:6003745 XL Speciality Insurance Company 37885 ARCHRES-04 The Travelers Indemnity Company of Connecticut 25682ArchitecturalResourcesGroup,Inc. Pier 9,The Embarcadero,Suite 107 San Francisco CA 94111 Travelers Casualty and Surety Co of America 31194 1743117920 B X 2,000,000 X 1,000,000 X Contractual Liab 10,000 Included 2,000,000 4,000,000 X Y Y 6802H186591 9/1/2024 9/1/2025 4,000,000 B 1,000,000 X X Y Y BA1S985277 9/1/2024 9/1/2025 C XYUB6Y2649149/1/2024 9/1/2025 1,000,000 1,000,000 1,000,000 A Professional Liability & Contractors Pollution Legal Liability DPR5032672 9/1/2024 9/1/2025 Per Claim/$2,000,000 Included $2,000,000/Agg lmt Insured owns no company vehicles;therefore,hired/non-owned auto is the maximum coverage that applies. RE:ARG Project #16010 -2796 N.Palm Canyon Drive HRE.The City of Palm Springs,its officials,employees and agents are named Additional Insureds for General and Auto Liability.Severability of Interest applies to the General Liability policy.Insurance is primary and non contributory per policy form.Waiver of Subrogation applies to Workers'Compensation.CANCELLATION:30 day notice will be sent to the certificate holder. 30 Day Notice of Cancellation City of Palm Springs 3200 E.Tahquitz Canyon Way Palm Springs CA 92262 Docusign Envelope ID: 8ECF9386-26FD-4359-81D2-6BC4422CE169 WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76 (A) POLICY NUMBER: WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT CALIFORNIA (BLANKET WAIVER) We have the right to recover our payments from anyone liable for an injury covered by this policy.We will not enforce our right against the person or organization named in the Schedule. The additional premium for this endorsement shall be %of the California workers'compensation pre- mium. Schedule Person or Organization Job Description This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Insurance Company Countersigned by DATE OF ISSUE:Page 1 of 1 Any Person or organization for which the insured has agreed by written contract executed prior to loss to furnish this waiver. UB6Y264914 Travelers Casualty and Surety Co of America 8/14/2024 Docusign Envelope ID: 8ECF9386-26FD-4359-81D2-6BC4422CE169 COMMERCIAL GENERAL LIABILITY c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this methoo, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. d. Primary And Non-Contributory Insurance If Required By Written Contract If you specifically agree in a written contract or agreement that the insurance afforded to an insured under this Coverage Part must apply on a primary basis, or a primary and non- contributory basis. this insurance is primary to other insurance that is available to such insured which covers such insured as a named insured, and we will not share with that other insurance, provided that: (1) The "bodily injury'' or "property damage" for which coverage is sought occurs; and (2) The "personal and advertising injury" for which coverage is sought is caused by an offense that is committed; subsequent to the signing of that contract or agreement by you. 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit perioo we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation , and send us copies at such times as we may request. 6. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon your representations. The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. 8. Transfer Of Rights Of Recovery Against Others To Us If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written not ice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V -DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding websites, only that part of a website that is about your goods, prooucts or services for the purposes of attracting customers or supporters is considered an advertisement. Page 16 of 21 © 2017 The Travelers Indemnity Company. All rights reserved. CG T1000219 Includes copyrighted material of Insurance Services Office, Inc. with its permiss ion. Policy #6802H186591Docusign Envelope ID: 8ECF9386-26FD-4359-81D2-6BC4422CE169 COMMERCIAL GENERAL LIABILITY that is available to any of your "employees"occupational therapist or occupational for "bodily injury" that arises out of providingtherapy assistant, physical therapist or or failing to provide "incidental medicalspeech-language pathologist; or services" to any person to the extent not(b)First aid or "Good Samaritan services"subject to Paragraph 2.a.(1)of Section II –by any of your "employees" or "volunteer Who Is An Insured.workers", other than an employed or volunteer doctor. Any such "employees"K. MEDICAL PAYMENTS – INCREASED LIMIT or "volunteer workers" providing or failing The following replaces Paragraph 7.ofto provide first aid or "Good Samaritan SECTION III – LIMITS OF INSURANCE:services" during their work hours for you 7.Subject to Paragraph 5.above, the Medicalwill be deemed to be acting within the scope of their employment by you or Expense Limit is the most we will pay under performing duties related to the conduct Coverage C for all medical expenses of your business.because of "bodily injury" sustained by any one person, and will be the higher of:3.The following replaces the last sentence of Paragraph 5.of SECTION III – LIMITS OF a.$10,000; orINSURANCE: b.The amount shown in the Declarations ofFor the purposes of determining the this Coverage Part for Medical Expenseapplicable Each Occurrence Limit, all related Limit.acts or omissions committed in providing or failing to provide "incidental medical L. AMENDMENT OF EXCESS INSURANCE services", first aid or "Good Samaritan CONDITION – PROFESSIONAL LIABILITYservices" to any one person will be deemed The following is added to Paragraph 4.b.,to be one "occurrence".Excess Insurance, of SECTION IV –4.The following exclusion is added to COMMERCIAL GENERAL LIABILITYParagraph2.,Exclusions, of SECTION I –CONDITIONS: COVERAGES – COVERAGE A – BODILY This insurance is excess over any of the otherINJURY AND PROPERTY DAMAGE insurance, whether primary, excess, contingentLIABILITY:or on any other basis, that is ProfessionalSale Of Pharmaceuticals Liability or similar coverage, to the extent the "Bodily injury" or "property damage" arising loss is not subject to the professional services out of the violation of a penal statute or exclusion of Coverage A or Coverage B. ordinance relating to the sale of M. BLANKET WAIVER OF SUBROGATION –pharmaceuticals committed by, or with the WHEN REQUIRED BY WRITTEN CONTRACTknowledge or consent of the insured.OR AGREEMENT5.The following is added to the DEFINITIONS The following is added to Paragraph 8.,TransferSection: Of Rights Of Recovery Against Others To Us,"Incidental medical services" means:of SECTION IV – COMMERCIAL GENERAL a.Medical, surgical, dental, laboratory, x-LIABILITY CONDITIONS: ray or nursing service or treatment,If the insured has agreed in a written contract oradvice or instruction, or the related agreement to waive that insured's right offurnishing of food or beverages; or recovery against any person or organization, we b.The furnishing or dispensing of drugs or waive our right of recovery against such personmedical, dental, or surgical supplies or or organization, but only for payments we makeappliances.because of: 6.The following is added to Paragraph 4.b.,a."Bodily injury" or "property damage" thatExcess Insurance, of SECTION IV –occurs; orCOMMERCIAL GENERAL LIABILITY b."Personal and advertising injury" caused byCONDITIONS: an offense that is committed;This insurance is excess over any valid and subsequent to the signing of that contract orcollectible other insurance, whether primary, excess, contingent or on any other basis,agreement. CG D3 79 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page 5 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy #6802H186591 Docusign Envelope ID: 8ECF9386-26FD-4359-81D2-6BC4422CE169 Policy Number: BA1S985277 Docusign Envelope ID: 8ECF9386-26FD-4359-81D2-6BC4422CE169 Docusign Envelope ID: 8ECF9386-26FD-4359-81D2-6BC4422CE169 Docusign Envelope ID: 8ECF9386-26FD-4359-81D2-6BC4422CE169 COMM RCI L AUTOE A T IS ENDORSEMENT CHANGES T E POLICY.PL ASE READ IT CAREFULLY.H H E BLANKET ADDITIONAL INSURED Thi e dorseme t m d fie i surance prov ded under he f l o ing:s n n o i s n i t o l w BUS NE S A TO OV RAGE F RMI S U C E O M TO CA RI R COV RA E F RMO R R E E G O The fo lo ing i added to Parag aphl w s r c.in A.1.,Who be ween you and that pe son or organiza ion,that istrt Is An Insu edr,of SECTION II CO E ED AU OV R T S si ned by yo be o e the "bodi y injury or "prope tyg u f r l " r L ABI I Y CO E AGEI L T V R in the BUSIN SS AUTE O dam ge occur and that is in ef e t during the pol cya " s f c i CO ERAGE FO MVR and Pa agraphr e.in A.1.,Who Is pe iod,to nam as an addi ional insured fo Cov redretr e An Insu edr,of SECT ON II CO ERED AU OIV T S Auto Liabil ty Cov rage,but o ly fo dam ges tos i e n r a L ABI I Y CO ERAGEI L T V in the MOT R CARRIEOR whi h this insurance applie an only to the ex ent ocs d t f CO ERAGE FO MVR,whichev r Co erage Form i that perso 's o o ganizat o 'se v s n r r i n lia il ty fo the co ductb i r n pa t o y ur poli y o anot er "in ured".r f o c :f h s Thi i cl de any perso or organi ation who you ares n u s n z re ui ed unde a written cont a t o ag ee entq r r r c r r m CA 4 37 2 16T 0 ©2016 The Travelers Indemnity Company.All rights reserved.Page 1 of 1 Includes copyrighted material of nsurance Services OfIf ce,Inc.with its permis ion.i s Policy:BA1S985277 Docusign Envelope ID: 8ECF9386-26FD-4359-81D2-6BC4422CE169 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. BLANKET WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM The following replaces Paragraph A.5.,Transfer of required of you by a written contract executed Rights Of Recovery Against Others To Us,of the prior to any "accident"or "loss",provided that the CONDITIONS Section:"accident"or "loss"arises out of the operations 5.Transfer Of Rights Of Recovery Against Oth-contemplated by such contract.The waiver ap- ers To Us plies only to the person or organization desig- nated in such contract.We waive any right of recovery we may have against any person or organization to the extent CA T3 40 02 15 ©2015 The Travelers Indemnity Company.All rights reserved.Page 1 of 1 Includes copyrighted material of Insurance Services Office,Inc.with its permission. Policy #BA1S985277 Docusign Envelope ID: 8ECF9386-26FD-4359-81D2-6BC4422CE169 CONTRACT ABSTRACT 1 Original: Amendment No. 1 Contract Company Name: Company Contact: Summary of Services: Contract Price: Funding Source: Contract Term: Architectural Resources Group, Inc. Katie Horak, Principal CP 18-04, Plaza Theatre Design Services $1,061,199 (including this A#1 for $13,205) Plaza Theatre General Fund NTE 2 years Contract Administration Lead Department: Contract Administrator: Engineering Services Joel Montalvo/Francisco Jaime/Alberto Gradilla Contract Approvals Council Approval Date: Amendment No. 1: Agreement Number: July 28, 2022, Item 1.L. July 10, 2023 A9173 Contract Compliance Exhibits: Signatures: Insurance: Bonds: Attached Attached On file N/A Contract Prepared By: Engineering Services Submitted on: 07/05/2023 By: Vonda Teed DocuSign Envelope ID: 32D63A3F-60A2-4C47-9160-594DB8F80CA1 Page 1 of 3 Revised: 2.9.22 AMENDMENT NO. 2 TO THE PROFESSIONAL SERVICES AGREEMENT NO. A9173 BETWEEN THE CITY PALM SPRINGS AND ARCITECTURAL RESOURCES GROUP INC. 1. Parties and Date. This Amendment No. 2 to the Consulting Services Agreement No. A9173 is made and entered into as of this day of , 2023, by and between the City of Palm Springs (“City”) and Architectural Resources Group, a California corporation, with its principal place of business at 360 E. 2nd Street, Suite 225 Los Angeles, CA 90012 (“Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties.” 2. Recitals. 2.1 Agreement. The City and Consultant have entered into an agreement entitled Plaza Theater Design Services dated August 1, 2022 (“Agreement” or “Contract”) for the purpose of retaining the services of Consultant to provide services of a Designer, for The Plaza Theater Restoration Project 18-04 (“Project”). 2.2 Amendment. The City and Consultant desire to amend the Agreement to include additional bid support required for the extension of the bid opening date and egress modeling necessary to determine if a 10’ or 20’ clear easement will be required. 2.3 Amendment Authority. This Amendment No. 2 is authorized pursuant to Section 1.8 Additional Services of the Agreement. 3. Terms. 3.1 Scope of Services Section 1.1 of the Agreement is hereby amended to read as follows: The additional services identified in the Consultant’s letters dated September 7, 2023 (Bid Support) and October 13, 2023 (Egress Modeling), included herewith as Attachment 1, are hereby incorporated into Exhibit “A” of the Agreement. 3.2 Maximum Contract Amount Section 2.1 of the Agreement is hereby amended to read as follows: The Agreement total amount of compensation is increased by $28,675. Compensation shall not exceed the maximum contract amount of $1,089,874. ("Maximum Contract Amount") DocuSign Envelope ID: 32D63A3F-60A2-4C47-9160-594DB8F80CA1 Page 2 of 3 Revised: 2.9.22 3.3 Continuing Effect of Agreement. Except as amended by this Amendment No. 2, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 2. From and after the date of this Amendment No. 2, whenever the term “Agreement” or “Contract” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 2. 3.4 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 2. 3.5 Severability. If any portion of this Amendment No. 2 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.6 Counterparts. This Amendment No. 2 may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute but one and the same instrument. [SIGNATURES ON FOLLOWING PAGE] DocuSign Envelope ID: 32D63A3F-60A2-4C47-9160-594DB8F80CA1 Page 3 of 3 Revised: 2.9.22 SIGNATURE PAGE TO AMENDMENT NO. 2 BY AND BETWEEN THE CITY OF PALM SPRINGS AND ARCHITECTURAL RESOURCES GROUP INC. IN WITNESS WHEREOF, the Parties have executed this Amendment as of the dates stated below. CONTRACTOR: By: _______________________________________ By: _________________________________________ Signature Signature (2nd signature required for Corporations) Date: Date: APPROVED AS TO FORM: ATTEST: By: ___________________________ By: _______________________________ City Attorney City Clerk APPROVED: By: _______________________________ Date: City Manager – over $50,000 Deputy/Assistant City Manager – up to $50,000 Director – up to $25,000 Manager – up to $5,000 DocuSign Envelope ID: 32D63A3F-60A2-4C47-9160-594DB8F80CA1 10/24/2023 10/24/2023 10/24/2023 August 29, 2023 Revised September 7,2023 Francisco J. Jaime, P.E. Senior Civil Engineer City of Palm Springs, Engineering Services Department 3200 East Tahquitz Canyon Way Palm Springs, CA 92262 RE: Scope of Work Revisions, Palm Spring Plaza Theatre- Extended Bid Phase Services Dear Francisco, We are happy to continue our work with the City of Palm Springs on the Plaza Theatre Rehabilitation project. We believe that the City’s and Foundation’s decision to extend the bid phase will be beneficial to the project and promote more competitive pricing from prospective bidders. In order to support the extended Bid phase, ARG has provided additional services, including; additional meetings with the City and Foundation, additional outreach to attract potential bidders, and responses to additional contractor questions. During this extended Bid period, ARG has also been requested by the Foundation to attend additional design review meetings and review comments from a potential operator who has recently joined the project. These design review meetings have generated changes to the plans and specs that required additional addendums to be issued. We propose to provide these additional services for an additional fixed fee of $9,800, with the following breakdown: - $8,280, based on the actual costs to date over the original ARG Labor estimate, per the attached Bid Phase ARG Labor report, see page 4 of 4 for the total Labor Contract and Spent - Plus a budget of $1,520 (8 hours for a senior architect at $190/hour) estimated to complete the Bid phase, currently scheduled to close September 12, 2023. Please let us know if you have any comments or questions on this proposal. Sincerely, Jason Currie Architect, Senior Associate DocuSign Envelope ID: 32D63A3F-60A2-4C47-9160-594DB8F80CA1 As of date: 9/6/2023 Sort order: Billing Manager WIP status: Billable, Deferred, On-Hold Printing Notes Project status to print: (All) Phase status to print: (All) Architectural Resources Group Billing Report Page 1 of 9 Wednesday, September 6, 2023 Foundation question re used seats, coord w/ building dept 11.01 - Out of HO City - Project Administration 08/18/2023 0.25 180.00 45.00 Addendum 3 code study, bidder questions 11.01 - Out of HO City - Project Administration 08/17/2023 1.50 180.00 270.00 mtg w/ Bldg Dept re easements at main entry 11.01 - Out of HO City - Project Administration 08/16/2023 1.50 180.00 270.00 11.01 - Out of HO City - Project Administration 08/15/2023 0.50 180.00 90.00 11.01 - Out of HO City - Project Administration 07/31/2023 4.00 180.00 720.00 mtg w/ City, addendum 1, addendum 2, bidder questions, prep design review meeting w/ Foundation pre-bid meeting 2 coord w/ Foundation re stage equipment, addendum 2 11.01 - Out of HO City - Project Administration 08/02/2023 2.00 180.00 360.00 addendum 2, prep for meeting with foundation re stage rigging access 11.01 - Out of HO City - Project Administration 08/03/2023 4.00 180.00 720.00 11.01 - Out of HO City - Project Administration 08/01/2023 2.50 180.00 450.00 11.01 - Out of HO City - Project Administration 08/04/2023 1.50 180.00 270.00 addendum 2, meeting notes 11.01 - Out of HO City - Project Administration 08/07/2023 2.00 180.00 360.00 reach out to contractors, contractor questions, meeting notes 11.01 - Out of HO City - Project Administration 08/10/2023 3.00 180.00 540.00 addendum 3, contact contractors mtg w/ foundation to review stage design, prep addendum 3 Subtotal 22.75 4,095.00 Jason Currie Senior Architect Labor WIP Status: Billable Billing Type: Fixed Fee Date Units Rate Amount Units Amount WIP Included In Fee Billing Cutoff: 09/06/2023 To Bill x Task 4: Bid Support Phase Status: Active City of Palm Springs 220602 Palm Springs Plaza Theatre (CP#18-04)Project Status: Active Kathleen Climo DocuSign Envelope ID: 32D63A3F-60A2-4C47-9160-594DB8F80CA1 As of date: 9/6/2023 Sort order: Billing Manager WIP status: Billable, Deferred, On-Hold Printing Notes Project status to print: (All) Phase status to print: (All) Architectural Resources Group Billing Report Page 2 of 9 Wednesday, September 6, 2023 01 - Project Administration 05/17/2023 0.50 180.00 90.00 review long lead bid items w/ Foundation Jason Currie Senior Architect Labor WIP Status: Hold 11.01 - Out of HO City - Project Administration 08/28/2023 2.50 180.00 450.00 11.01 - Out of HO City - Project Administration 09/05/2023 2.00 180.00 360.00 review existing/ easement requirements with City, RFP to Capitol Code Consultants 11.01 - Out of HO City - Project Administration 08/31/2023 2.50 180.00 450.00 respond to Building Department comments on entry easement issues 11.01 - Out of HO City - Project Administration 08/30/2023 1.00 180.00 180.00 mtg w/ bldg dept, bidder questions review plans for Security Cameras and WiFI APs Subtotal 8.00 1,440.00 Jason Currie Senior Architect Labor total 8.00 1,440.00 Labor WIP Status: Defer 03 - Documents/Drawing 08/04/2023 3.00 135.00 405.00 03 - Documents/Drawing 08/02/2023 5.00 135.00 675.00 03 - Documents/Drawing 08/01/2023 1.00 135.00 135.00 Subtotal 9.00 1,215.00 Jacob A. Gianni Designer 1 11.10 - Out of HO City - Office Services 08/21/2023 0.25 180.00 45.00 Bidder's question to structural 11.10 - Out of HO City - Office Services 08/23/2023 0.50 180.00 90.00 Bidder's questions; send to consultants Bidder's questions 11.10 - Out of HO City - Office Services 08/25/2023 0.50 180.00 90.00 Subtotal 1.25 225.00 Sarah A. Devan Architect 3 Labor total 33.00 5,535.00 Labor WIP Status: Billable Billing Type: Fixed Fee Date Units Rate Amount Units Amount WIP Included In Fee Billing Cutoff: 09/06/2023 To Bill x Task 4: Bid Support Phase Status: Active 220602 Palm Springs Plaza Theatre (CP#18-04)Project Status: Active Kathleen Climo DocuSign Envelope ID: 32D63A3F-60A2-4C47-9160-594DB8F80CA1 As of date: 9/6/2023 Sort order: Billing Manager WIP status: Billable, Deferred, On-Hold Printing Notes Project status to print: (All) Phase status to print: (All) Architectural Resources Group Billing Report Page 3 of 9 Wednesday, September 6, 2023 11.01 - Out of HO City - Project Administration 07/18/2023 2.00 180.00 360.00 coord w/ City and Foundation re job walk, coord consultants 11.01 - Out of HO City - Project Administration 07/19/2023 1.00 180.00 180.00 prep for job walk, finalize addenda 11.01 - Out of HO City - Project Administration 07/20/2023 2.50 180.00 450.00 issue addendum 1, prep for site visit 11.01 - Out of HO City - Project Administration 07/24/2023 0.50 180.00 90.00 11.01 - Out of HO City - Project Administration 07/17/2023 0.50 180.00 90.00 review security plans schedule pre-bid, addendum addendum 01 - Project Administration 05/18/2023 2.50 180.00 450.00 review FF&E bid items vs OFOI with foundation, list of preferred contractors to City 01 - Project Administration 05/23/2023 4.00 180.00 720.00 coord OFOI items, mtg w/ Cuity re bid phase schedule 11.01 - Out of HO City - Project Administration 07/10/2023 1.00 180.00 180.00 memo re OFOI, coord revisions set 01 - Project Administration 05/25/2023 6.50 180.00 1,170.00 revisions for addendum, coord w/ city re east alleyway design 01 - Project Administration 05/24/2023 1.50 180.00 270.00 travel and prep for bid walk 11 : 50% - Bill Travel @50%07/25/2023 4.50 180.00 810.00 11.01 - Out of HO City - Project Administration 07/07/2023 0.50 180.00 90.00 addendum for adding roof insulation 11.01 - Out of HO City - Project Administration 07/06/2023 1.50 180.00 270.00 coord final bid items w/ City, schedule site visit 11.01 - Out of HO City - Project Administration 07/05/2023 0.50 180.00 90.00 travel from PS 11 : 50% - Bill Travel @50%07/27/2023 4.00 180.00 720.00 addendum for adding roof insulation Jason Currie Senior Architect Labor WIP Status: Hold Billing Type: Fixed Fee Date Units Rate Amount Units Amount WIP Included In Fee Billing Cutoff: 09/06/2023 To Bill x Task 4: Bid Support Phase Status: Active 220602 Palm Springs Plaza Theatre (CP#18-04)Project Status: Active Kathleen Climo DocuSign Envelope ID: 32D63A3F-60A2-4C47-9160-594DB8F80CA1 As of date: 9/6/2023 Sort order: Billing Manager WIP status: Billable, Deferred, On-Hold Printing Notes Project status to print: (All) Phase status to print: (All) Architectural Resources Group Billing Report Page 4 of 9 Wednesday, September 6, 2023 Consultants 08/01/2023 735.00 McKay Conant Hoover, Inc. Consultant WIP Status: Billable Billing Type: Fixed Fee Date Units Rate Amount Units Amount WIP Included In Fee Billing Cutoff: 09/06/2023 To Bill y Construction Administration Phase Status: Active City of Palm Springs 100%CD Addendum Coordination 100%CD Addendum Coordination 03 - Documents/Drawing 05/25/2023 4.00 135.00 540.00 03 - Documents/Drawing 05/26/2023 2.00 135.00 270.00 03 - Documents/Drawing 05/22/2023 1.00 135.00 135.00 100%CD Addendum Coordination Subtotal 7.00 945.00 Marcos E. Gonzalez-Bode Designer 1 11.01 - Out of HO City - Project Administration 07/25/2023 0.50 180.00 90.00 review security plan, perp for bid walk 11.01 - Out of HO City - Project Administration 07/26/2023 7.00 180.00 1,260.00 conduct pre-bid job walk, meeeting with City board meeting update 11.01 - Out of HO City - Project Administration 07/27/2023 4.00 180.00 720.00 coord addenda update, set up meeting to review stage draperies 11.01 - Out of HO City - Project Administration 07/28/2023 1.00 180.00 180.00 Subtotal 46.00 8,280.00 Jason Currie Senior Architect Labor total 53.00 9,225.00 Labor WIP Status: Hold Billing Type: Fixed Fee Date Units Rate Amount Units Amount WIP Included In Fee Billing Cutoff: 09/06/2023 To Bill Contract Spent %Billed %Remaining %WIP To Bill Labor 15,480.00 23,760.00 153 7,560.00 49 7,920.00 51 16,200.00 Expense 2,712.00 1,058.60 39 1,058.60 39 1,653.40 61 Consultant 21,105.00 17,088.75 81 17,604.39 83 3,500.61 17 Total 39,297.00 41,907.35 107 26,222.99 67 13,074.01 33 16,200.00 Phase Summary Reported % Complete Date Entered: Phase Total 16,200.00 x Task 4: Bid Support Phase Status: Active 220602 Palm Springs Plaza Theatre (CP#18-04)Project Status: Active Kathleen Climo As of 9/6/2023, ARG additional Bid Phase labor = $8,280 ($23,760 spent - $15,480 originally contracted) DocuSign Envelope ID: 32D63A3F-60A2-4C47-9160-594DB8F80CA1 October 13, 2023 Francisco J. Jaime, P.E. Senior Civil Engineer City of Palm Springs, Engineering Services Department 3200 East Tahquitz Canyon Way Palm Springs, CA 92262 RE: Scope of Work Revisions, Palm Spring Plaza Theatre- Egress Modeling Dear Francisco, We are happy to continue our work with the City of Palm Springs on the Plaza Theatre Rehabilitation project. During the design and approvals phase for the Theatre it became apparent that although at one time there was originally a 20’ wide easement at the entry courtyard for egress of the Theatre meeting the prescriptive requirements of the code, at some point in the site’s history the easement was reduced to 10’ and modifications were made to the courtyard that created physical barriers limiting the Theatre’s exit width to 10’. Due to the space constraints of the existing site, there is not another way to reroute the Theatre’s main exit. The original RFP did not include this portion of the site, and we understand that the City would now like us to include services for a separate code consultant to provide a secondary performance based analysis, including egress modeling of this egress courtyard area, with the goal of informing the Building Department if the existing easement and courtyard configuration can be demonstrated to provide safe exiting, not less than the equivalent of that prescribed in the code. Specifically this study is intended to determine the following: a. Confirm if the current 10-ft clearance is sufficient for exiting and safety based on renovations, occupancy, and intended use. o If changes are needed to the plans to keep the current 10-ft clearance, we will advise solutions so that the intent of the applicable codes are met with an equivalent or higher level of life safety; or b. Confirm egress clearance of 20-ft per CBC 1030.2 is needed regardless of renovations; or c. Confirm if the clearance needed will be between 10-20 feet per the current plans, or with recommended changes. We understand that the Building and Fire Departments will need adequate backup to prove the intent of the codes are met with equal safety, if we are able to stay with a 10ft or less than 20ft DocuSign Envelope ID: 32D63A3F-60A2-4C47-9160-594DB8F80CA1 with a modified easement, and this proposal includes preparation of an “alternative materials, design and methods of construction and equipment application” per CBC Section 104.11. We propose to provide these additional services for an additional fixed fee of $18,875, per the attached breakdown. We anticipate it will take 3 to 4 weeks to complete the study, and we can start immediately with your authorization. Please let us know if you have any comments or questions on this proposal. Sincerely, Jason Currie Architect, Senior Associate DocuSign Envelope ID: 32D63A3F-60A2-4C47-9160-594DB8F80CA1 Architectural Resources Group Palm Springs, CA October 13, 2023 ARG Project: 220602 Proposed Scope and Fee Principal Architect/ PM Designer Task:$260 $190 $145 Cost A. Project Startup- meeting with building department to determine scope, research code consultants, develop proposal 1 6 0 $1,400 B. Review project details and standard code analysis with code consultant 1 2 0 $640 C. Prepare base drawings, primarily using existing Revit model for building, and additional modeling for courtyard 0 2 8 $1,540 D. Review and comment on consultant's analysis 1 2 0 $640 E. Meeting with Building Department to review egress modeling 0 2 0 $380 F. Prepare and submit, alt materials and methods form with egress modeling findings as back-up 0.5 2 1 $655 $0 Labor Hours Totals:3.5 16 9 Lump sum Fee $5,255 Reimbursables (estimated)**$50 ARG Fee (Labor+ Reimbursables): $5,305 15% Markup* Holmes Code Analysis and Egress Modeling $ 11,800 1,770$ 13,570.00$ Total Proposed Services 18,875.00$ Notes Billing will occur monthly based on percentage of work completed. *Includes ARG's administrative fee. **Reimbursables may include, but are not limited to communication, delivery, postage, travel, and research fees. 220602 Plaza Theatre Egress Modeling Y:\Projects\22_PROJ_LA\220602 Plaza Theatre Palm Springs\00_general\Fee_Proposals\additional services for Egress Modeling\220602 Plaza East Egress Modeling FEE PROPOSAL.xlsx DocuSign Envelope ID: 32D63A3F-60A2-4C47-9160-594DB8F80CA1 Boulder Los Angeles Portland San Francisco Seattle holmes.us 1 Australia Netherlands New Zealand USA PROPOSAL FOR ENGINEERING SERVICES Date: October 6, 2023 Project: 23442.50 To: Jason Currie Company: Architectural Resources Group Email: J.Currie@ARGCREATE.com Address: Pier 9, the Embarcadero, Suite 107, San Francisco, CA 94111 Subject: Plaza Theatre Rehabilitation – 128 S Palm Canyon Drive, Palm Springs, CA 92262 – Egress Analysis Dear Jason, We are pleased to propose the following agreement for providing fire engineering services on this project. The scope of such consulting and design services (Professional Services) shall be as follows: 1 DESCRIPTION OF PROJECT The project is understood to relate to the refurbishment of the existing historic Plaza Theatre located at 128 S Palms Canyon Drive, Palm Springs, CA 92262. The building contains the primary use of performing arts theatre with fixed seating (Group A-1) and supporting dressing rooms (Group B). The building has a total floor area of approximately 15,100 square feet, contains two stories, and has an estimated height of 33.5 feet. It is understood that easements have been provided in the area of the existing egress courts that serve the building, which may impact the compliance of the subject building. Holmes have been requested to provide a scope of works to review the existing egress conditions from the theatre with respect to fire and life safety, and propose options in order to meet the intent of prescriptive code. The buildings will be permitted by the City of Palm Springs for compliance with the 2022 California Building Code (CBC), 2022 California Fire Code (CFC), and 2022 California Historic Building Code (CHBC) with Palm Springs Amendments. Fire engineering is a value adding process, providing design and construction cost savings, increased architectural flexibility, increased reliability of fire safety systems, reduced ongoing maintenance, and improved performance in the event of an emergency. Holmes US will make you aware of value-added opportunities as identified. The earlier we are involved in the project the greater potential benefits to the project. DocuSign Envelope ID: 32D63A3F-60A2-4C47-9160-594DB8F80CA1 Project: 23442.50 2 2 DOCUMENTS REVIEWED In preparation of this Authorization for Professional Services we have reviewed the following documentation:  Site Code Analysis and Code Analysis, prepared by Architectural Resources Group, dated 05/16/2023  Topographic/Utility Survey, prepared by Albert A. Webb Associates, dated 03/23/2023 3 SCOPE OF SERVICES The Fire Engineering Services included in this proposal are described in detail below. 3.1 Phase 1 – Fire and Life Safety Code Consulting Serv ices – Egress Conditions Holmes is requested to evaluate the egress conditions for compliance with the CBC. This will include the assessment of the existing conditions and the impact of the potential rehabilitation works. It is noted that the outcome of the assessment may result in the recommendation of design modifications or for a performance based fire enigneering egress analysis to assess the a potential reduced egess width to be undertaken (Phase 2). Phase 1 scope items are considered to consist of the following:  Coordinate with the client and design team to understand the performance goals and requirements relating to egress conditions and egress courtyards.  Review drawings to understand the building conditions and constraints for the site. Note that detailed review is not expected to be undertaken, due to the nature of the request to focus on egress provisions. This will focus on:  Egress provisions for the building per code.  Identify fire and life safety aspects of the design, specific to egress provisions, that may not be in compliance with applicable codes and coordinate compliance options with the design team.  Provide alternative means/methods options for meeting code intent and coordinate possible alternative options with the design team (assessment and approval of such options would be considered an additional service). Comment on the relative advantages and disadvantages of respective design solutions. Provide mark-ups on the architectural drawings that outline the implications of respective design solutions for coordination.  Coordinate the results of the assessment of egress conditions with the design team.  Attendance at up to two (2) virtual meetings is included, with reasonable allowance for attendance where there are fire and life safety matters to be discussed. Note that we currently anticipate meetings to be conducted via phone or videoconferencing.  Attend one (1) meeting with the City of Error! Reference source not found. to review the schematic design and coordinate the preliminary strategy to gain their feedback for incorporation into ongoing development. DocuSign Envelope ID: 32D63A3F-60A2-4C47-9160-594DB8F80CA1 Project: 23442.50 3 The deliverable from this phase will be the drawing review and documentation of compliance options for the egress condition assessment. 3.2 Phase 2 – Performance Based Fire Engineering Egress Analysis (if required) Holmes’s scope as a part of this phase is to develop an alternative strategy for the building egress, if that presents the best path forward. We will provide alternative means/methods options for meeting code intent and coordinate possible alternative options with the design team. Holmes will asssist the design team to explore alternative compliance options, whilst meeting the intent of the Code. A simulated egress assessment is to be used to determine the performance of the proposed egress conditions. This shall be compared with the assessment of the code compliant conditions to qualify acceptable performance of the proposed egress conditions. The following shall be considered in the assessment of emergency occupant evacuation from the theatre:  Coordinate with the Design Architect.  Various evacuation scenarios should be considered with specific alert and evacuation provisions of the space.  The expected occupant behavior and characteristics within the space.  The available egress width in terms of occupant flow through the space.  Interaction of occupants from adjacent spaces, loss of exit scenarios and ability of responding fire services to access the space.  Exiting of theatre occupants to the exterior egress courtyards and safe dispersal areas. The following is proposed to support the egress analysis:  Document the overall strategy into an Alternative Means and Methods Request (AMMR) for coordination with City of Palm Springs. We have allowed for one revision of this document.  Document the outcome from a City meeting with meeting minutes, and identify items to follow up on, and subsequent meetings.  Identify the aspects of concern with the City, and also outline potential alternate strategies, to address those initial concerns.  Coordinate the outcomes of the Authority meetings with the design team, to progress the design strategy. The deliverable from Phase 2 will be the AMMR and meeting minutes from City of Palm Springs meeting, to inform the design team of City amenability towards the egress assessment. 4 CLARIFICATIONS 4.1 Assumptions Please note that we have made the following assumptions in the preparation of this proposal: DocuSign Envelope ID: 32D63A3F-60A2-4C47-9160-594DB8F80CA1 Project: 23442.50 4  All fire and life safety code consulting items not related to the assessment of the egress conditions will be completed by others.  The building is not a high-rise.  The building does not contain an atrium requiring smoke control system.  Americans with Disability Act (ADA) design or consulting will be performed by others (except design issues related to the accessible means of egress provisions of Chapter 10 of the CBC).  Fireproofing, fire resistance, and fire stop detailing will be performed by others (Holmes can assist with finding appropriate listed fire stopping systems for special cases within budgeted time).  Issues regarding plumbing fixtures will be addressed by the architect and/or the plumbing engineer.  The fire protection and fire alarm systems will be design build. However, we are able to provide design and specification of such services, should this be requested, as an additional service. 4.2 Exclusions Please note that the following items are not included in our base scope of services:  Services necessary due to significant scope changes, design revisions, or schedule extensions  Accessibility consulting (aside from relating to accessible means of egress provisions of Chapter 10)  Energy Code / Green Building Code provisions  Additional meetings beyond those indicated in the current scope of services  All site inspections  Smoke control inspection, testing and commissioning  Review and development of fire-resistance rating/fireproofing details  Permit expediting  Permitting and meeting fees  Liaison with a peer reviewer, inclusive of report amendments  Structural, fire, and smoke modelling  The assessment and approval of alternative solutions and local equivalencies to prescriptive code are considered to be outside the scope of this fee proposal, and addressed on an as needed basis  Extended coordination of code or alternative fire safety options that exceed the assumed meetings and correspondence  Services design for mechanical, fire alarm or suppression systems.  Drafting of code drawings, noting that drawing markups on .pdf drawings prepared by others are included in the scope  Report amendments subsequent to completion of the final report  Requests for information subsequent to issue of the final report PROFESSIONAL FEES We propose to provide our professional services on a combination of Fixed Fees and Time and Materials as follows: DocuSign Envelope ID: 32D63A3F-60A2-4C47-9160-594DB8F80CA1 Project: 23442.50 5 Project Stage Fee Phase 1 – Fire and Life Safety Code Consulting Services – Egress Conditions $4,300 Phase 2 – Performance Based Fire Engineering Egress Analysis (if required) $7,500 HOURLY RATES All time and materials phases (as noted above) and authorized Additional Services are charged at our current standard hourly rates. Our current standard hourly rate schedule is: Fire Engineering Services Hourly rates are subject to revision on the First Day of February and the First Day of August each year. The unearned portion of the fixed fee is also subject to revision based upon revised salary scales every six months from the date of Contract Execution. If the project becomes a Fast Track Project, the engineering charges stated above shall be subject to re- negotiation. REIMBURSABLE EXPENSES Reimbursable expenses shall be billed at a multiple of 1.125 times the cost incurred. Reimbursable expenses are expenses incurred directly in connection with the project such as, but not limited to, transportation, out-of-town travel and subsistence, overnight deliveries, courier services, additional specialized professional services, sales taxes, permits and filing fees for securing approvals from government authorities, renderings or models, expenses for professional liability insurance or additional insurance beyond the normal amount carried and the cost of reproductions beyond those normally required for coordination and information purposes. TERMS & CONDITIONS This Letter Agreement and Exhibit hereto, constitute the entire Agreement between the parties. Please examine these documents and, if acceptable, sign and return an original to us. Retain a copy for your records. We are authorized to provide services upon receipt of a signed contract. Principal $325. Fire Safety Specialist $195. Technical Director/ Project Director $300. Revit Specialist $150. Senior Fire Engineer $265.-$280. Administration $85. Fire Engineer $210.-$230. DocuSign Envelope ID: 32D63A3F-60A2-4C47-9160-594DB8F80CA1 Project: 23442.50 6 We look forward to working with you on this project. Sincerely, Holmes US, a California registered partnership Geri Martin Senior Fire Safety Specialist Reviewed by: Bevan Jones ACCEPTANCE: Architectural Resources Group Jason Currie Senior Associate | Architect Date: 2023 DocuSign Envelope ID: 32D63A3F-60A2-4C47-9160-594DB8F80CA1 Project: 23442.50 7 EXHIBIT A – TERMS AND CONDITIONS This is an exhibit (with Sections 1 through 8) attached to and made a part of the Agreement dated October 06, 2023, by and between Holmes US (Consultant) and Architectural Resources Group (Client) for Plaza Theatre Rehabilitation – 128 S Palm Canyon Drive, Palm Springs, California (Project). 5 GENERAL 5.1 This Agreement 5.1.1 These Terms and Conditions, along with the Letter Agreement, form the Agreement as if they were part of one and the same document. Unless otherwise specified, this Agreement shall be governed by the laws of the principal place of business of the CONSULTANT. 5.1.2 The Letter Agreement may limit or negate the applicability of these Terms and Conditions. Such limitation shall take precedence over provisions of this Exhibit. 5.1.3 If a Prime Design Professional is also engaged by the Client to participate in this project, then that Prime Design Professional shall be responsible for determining and interpreting the needs of the Client, and for coordinating the work of the CONSULTANT and other members of the design team. 5.2 General Obligations of the CONSULTANT and the Client 5.2.1 The CONSULTANT shall provide those professional services as described in the Letter Agreement and detailed in these Terms and Conditions. The Consultant shall provide professional services with the degree of skill and care ordinarily exercised by reputable practitioners of the profession practicing in the same locality under similar circumstances. 5.2.2 The CONSULTANT and Client shall each designate, in writing, a representative to act with authority on their behalf with respect to all aspects of the Project. 5.2.3 The Client shall verify, in writing, that the project will be financed adequately, including provisions for contingencies, to accomplish the stated and desired goals and commitments. 5.2.4 The Client shall provide all criteria and information with regard to their requirements for the Project. This shall include, but not be limited to, review and approval of design in the schematic design phase, design development phase, and contract documents phase. These approvals shall include a written authorization to proceed to the next phase. 5.2.5 The Client shall provide testing necessary to identify hazardous materials and pollutants, and shall provide test results to the CONSULTANT, and be responsible for the remediation in accordance with the governing laws, if required. 5.2.6 The CONSULTANT shall request and the Client shall provide those site investigations, property surveys, utility surveys, reports and other data necessary for performance of the project. 5.2.7 Professional services provided by the Client shall be performed by professionals licensed in the State of the Project and experienced with respect to the service being provided. 5.2.8 The CONSULTANT is entitled to rely on the accuracy and completeness of services provided by other design professionals retained by the Client. 5.2.9 Defects in Service: The Client shall promptly report to the CONSULTANT any defects or suspected defects in the Consultant’s services of which the Client becomes aware, so that the CONSULTANT may take measures to minimize the consequences of such a defect. The Client further agrees to impose a similar notification requirement on all contractors in its Client/Contractor contract and shall require all subcontracts at any level to contain a like requirement. 6 BASIC SERVICES See Letter Agreement and Exhibit A, if applicable, for description of included Basic Services. 7 ADDITIONAL SERVICES Any service not included in the specified scope of services in the Letter Agreement is considered an additional service. Additional services beyond those described in the Letter Agreement may be requested. These services may be provided by the CONSULTANT under terms DocuSign Envelope ID: 32D63A3F-60A2-4C47-9160-594DB8F80CA1 Project: 23442.50 8 mutually agreed upon by the Client and the CONSULTANT. Additional Services are services which may or may not be foreseen at the beginning of design stages, and are not included as Basic Services. 8 EXTRA SERVICES Extra Services are services, which arise as a result of unforeseen circumstances during the design or constructions processes and are not included in the Basic Services. Examples include, but are not limited to: 8.1.1 Services resulting from changes in scope or magnitude of the project as described and agreed to under the Basic Services Agreement. 8.1.2 Services resulting from changes necessary because of a construction cost overrun which is outside the control of the CONSULTANT. 8.1.3 Services resulting from revisions which are inconsistent with approvals or instructions previously given by the Client. 8.1.4 Services resulting from revisions due to the enactment or revision of codes, laws, or regulations subsequent to the start or preparation of construction documents. 8.1.5 Services resulting from Client-initiated change orders. 8.1.6 Services resulting from corrections or revisions required because of errors or omissions in construction by the building contractor or in design by consultants other than the CONSULTANT. 8.1.7 Providing recommendations regarding claims, disputes, or other matters relating to execution or progress of the work. 8.1.8 Services resulting from construction procedures over which the CONSULTANT has no control. 8.1.9 Services due to extended design or construction time schedules. 8.1.10 Services, including assisting in preparation for litigation or arbitration as witnesses or consultants, in connection with any public hearing, arbitration, mediation, or legal proceedings with respect to the project. 8.1.11 Services resulting from damage, as the result of fires, man-made disasters, or acts of God. 8.1.12 Review and design of alternate or substitute systems. 8.1.13 Review of additional shop drawing submittals when occasioned by improper or incomplete submittals. 8.1.14 Attendance at construction progress meetings. 8.1.15 Overtime work required by the Architect/Client. 8.1.16 Services required to make changes resulting from value-engineering review or project peer review. 8.1.17 Services rendered for special foundations, if applicable, when the discovery of poor soil conditions is made after execution of this Agreement. Examples include, but are not limited to: deep foundations, mat footings, structural grade slabs, and grade beams. 9 FEES AND PAYMENTS 9.1 Fees and Other Compensation 9.1.1 Fees for Basic Services, Additional Services, Extra Services and Compensation for Reimbursable Expenses are set forth in the Letter Agreement. 9.2 Payments on Account 9.2.1 Invoices for the Consultant’s services shall be submitted on a monthly basis. Invoices shall be payable when rendered and shall be considered past due if not paid within 30 days after the invoice date. 9.2.2 Any inquiry or questions concerning the substance or content of an invoice shall be made to the CONSULTANT in writing within 10 days of receipt of the invoice. A failure to notify the CONSULTANT within this period shall constitute an acknowledgment that the service has been provided and payment is due. 9.3 Late Payments 9.3.1 A service charge will be charged at the rate of 1.5% (18% true annual rate) per month or the maximum allowable by law on the then outstanding balance of past due accounts. In the event any portion of an account remains unpaid 90 days after billing, the DocuSign Envelope ID: 32D63A3F-60A2-4C47-9160-594DB8F80CA1 Project: 23442.50 9 Client shall pay all costs of collection, including reasonable attorney's fees. Payments on account will be credited first to any service charge and then to any outstanding balances due. 9.3.2 In the event that any portion of an account remains unpaid 30 days after billing, the CONSULTANT may, without waiving any claim or right against the Client, and without liability whatsoever to the Client suspend or terminate the performance of all services. 10 INSURANCE, INDEMNIFICATION & RISK ALLOCATION 10.1 Insurance 10.1.1 The CONSULTANT shall secure and endeavor to maintain professional liability, commercial general liability and automobile liability insurance to protect the CONSULTANT from claims for negligence, bodily, injury, death, or property damage which may arise out of the performance of the Consultant’s services under this Agreement. The CONSULTANT shall also carry Workers’ Compensation insurance. The CONSULTANT shall, if requested in writing, provide certificate confirming such insurance to the Client. 10.2 Indemnification 10.2.1 The Client shall indemnify and hold harmless the CONSULTANT and all of its personnel, and the other design team members, from and against any and all damages, losses and expenses (including reasonable attorney's fees) arising out of or resulting from the project, excepting only any such damages that are determined to have been solely caused by the Consultant’s negligent acts or willful misconduct in connection with the Project, or by anyone for whom the CONSULTANT is legally liable. 10.2.2 The CONSULTANT shall indemnify but not defend the Client and its personnel from and against liabilities for damages, to the extent they are actually caused by the negligent act, error, or omission by the CONSULTANT in the performance of its services under this Agreement, subject to the provisions in the paragraph 6.3, below on Risk Allocation. 10.2.3 The Client shall indemnify and hold harmless the CONSULTANT and all of its personnel, and other design team members from and against any and all claims, damages, losses and expenses (including reasonable attorney's fees) arising from the presence, discharge, release or escape of asbestos, hazardous waste, or other contaminants at the site. Both parties acknowledge that the Consultant’s scope of services does not include any services related to the presence of any hazardous or toxic materials. In the event the CONSULTANT or any other party encounters any hazardous or toxic materials, or should it become known to the CONSULTANT that such materials may be present on or about the job site or any adjacent areas that may affect the performance of the Consultant’s services, the CONSULTANT may, at its option and without liability for consequential or any other damages, suspend performance of its services under this Agreement until the Client retains appropriate consultants or contractors to identify and abate or remove the hazardous or toxic materials and warrants that the job site is in full compliance with all applicable laws and regulations. 10.2.4 The indemnifications as stated in 6.2.1 and 6.2.3 shall apply to the respective officers, members, directors, partners, employees, and subconsultants of the CONSULTANT and Client. 10.3 Risk Allocation 10.3.1 Limitation of Liability: In recognition of the relative risks, rewards and benefits of the Project to both the Client and the CONSULTANT, the risks have been allocated such that the Client agrees that, to the fullest extent permitted by law, and not withstanding any other provision of this Agreement, the total liability, in the aggregate, to the Client and anyone claiming by or through the Client, for any and all injuries, claims, losses, costs or damages, including attorneys’ fees and costs and expert- witness fees and costs of any nature whatsoever or claims expenses resulting from or in any way related to the project or the Agreement from any cause or causes, shall not exceed the total compensation received by the CONSULTANT under this Agreement, or the total amount of $50,000, whichever is greater. It is intended that this limitation apply to any and all liability or cause of action however alleged or arising, unless otherwise prohibited by law. Such causes include, but are not limited to, the Consultant’s negligent acts, errors, omissions, strict liability, breach of contract, or breach of expressed or implied warranty or any other theory of legal liability. This limitation of liability shall apply to the Consultant and its officers, members, directors, partners, employees, and subconsultants. 10.3.2 Delays: The Client agrees that the CONSULTANT is not responsible for damages arising directly or indirectly from any delays for causes beyond the Consultant’s control. For purposes of this Agreement, such causes include, but are not limited to, strikes or other labor disputes; severe weather disruptions or other natural disasters; fires, riots, war or other emergencies or acts of God; DocuSign Envelope ID: 32D63A3F-60A2-4C47-9160-594DB8F80CA1 Project: 23442.50 10 failure of any government agency to act in timely manner; failure of performance by the Client or the Client’s contractors or consultants; the occurrence of any epidemic or pandemic; or discovery of any hazardous substances or differing site conditions. In addition, if the delays resulting from any such causes increase the cost or time required by the CONSULTANT to perform its services in an orderly and efficient manner, the CONSULTANT shall be entitled to an equitable adjustment in schedule and /or compensation. 10.3.3 Consequential Damages: Not withstanding any other provisions of this Agreement, and to the fullest extent permitted by law, neither the Client nor the CONSULTANT, their respective officers, directors, partners, employees, contractors or subconsultants shall be liable to the other or shall make any claim for any incidental, indirect or consequential damages arising out of or connected in any way to the Project or to this Agreement. This mutual waiver of consequential damages shall include, but is not limited to, loss of reputation or any other consequential damages that either party may have incurred from any cause of action including negligence, strict liability, breach of contract and breach of strict or implied warranty. Both the Client and the CONSULTANT shall require similar waivers of consequential damages protecting all the entities or persons named herein in all contracts and subcontracts with others involved in this project. 10.3.4 Statute of Repose and Limitation: All legal causes of action between the parties to this Agreement shall accrue and any applicable statutes of repose or limitation shall begin to run not later than the date of Substantial Completion. If the act or failure to act complained of occurs after the date of Substantial Completion, then the date of final completion shall be used, but in no event shall any statute of repose or limitation begin to run any later than the date the Consultant’s services are completed or terminated. 11 MISCELLANEOUS PROVISIONS 11.1 Reuse of Documents, Ownership, Use of Documents and Computer Aided Drafting (CAD) Files, and Building Information Models (BIM) 11.1.1 All documents including drawings, specifications, studies, computer files, CAD files, design calculations and survey notes are instruments of service and belong to and remain the property of CONSULTANT, regardless of whether the instruments were copyrighted or whether the Project for which they were prepared is executed. CONSULTANT retains all copyright interests and rights in all such documents. Client may, at its expense, obtain reproducible copies of drawings and copies of other documents, in consideration of which there will be mutual agreement that Client will use them solely in connection with the specific Project for which they were prepared. 11.1.2 Any reuse of the Drawings, Specifications, or Studies for, among other things, development of another project, or completion of this project by others, revisions, alterations, deletions from, additions to, or other modifications of the Drawings or Specifications, shall constitute an “unauthorized reuse” and be prohibited unless performed by or at the written consent of CONSULTANT. Client further agrees to defend, indemnify and hold CONSULTANT, its employees and subconsultants harmless from and against any and all claims, demands, damages, losses or expenses, including court and arbitration costs, and attorneys’ fees, arising out of or resulting from any such unauthorized reuse. 11.1.3 Building Information Models (BIM), if included within scope of the project, shall contain elements modelled to a Level of Development (LOD) 200, unless otherwise noted. Refer to AIA Document G202-2013, Article 2 for detailed description of Level of Development. 11.2 Building Permit Plan Check 11.2.1 For Project with plan check, our documentation is prepared specifically for construction, and designed according to the applicable building codes. While we make every effort to present the information in such a way that plan checking is facilitated, the construction is our first priority. Different building officials in different areas will require differing levels of documentation and review in order to satisfy themselves that the design meets the code. In particular, it is our experience that plan check review is more intensive and requires greater time input where it is contracted out to external review. 11.2.2 While reasonable effort will be made to provide an appropriate level of information for typical plan review, in some cases there will be significantly more work required by the plan checkers. This should not be construed that the design as submitted fails to meet code. The CONSULTANT will attempt to limit the cost of such additional work, but in such cases the time allocation made in the budget may be insufficient, due to circumstances beyond our control. DocuSign Envelope ID: 32D63A3F-60A2-4C47-9160-594DB8F80CA1 Project: 23442.50 11 11.3 Opinion of Probable Construction Costs 11.3.1 CONSULTANT’s evaluations of Client’s probable project budget and any opinions of probable construction costs as provided for herein will be made on the basis of CONSULTANT’s experience and qualifications and will represent CONSULTANT’s best judgment as a qualified design professional familiar with the construction industry. Because CONSULTANT has no control over the cost of labor, materials, equipment, or services furnished by others, or over contractor’s methods of determining prices, or over the competitive bidding process or future market conditions, CONSULTANT does not guarantee or represent that proposals, bids, negotiated prices, or actual construction costs will not vary from the opinions of probable construction costs prepared or agreed upon by CONSULTANT. If Client wishes greater assurance as to construction costs, Client shall employ an independent cost estimator. 11.4 Hidden Conditions 11.4.1 A condition is hidden if concealed by existing finishes or if it cannot be investigated by reasonable visual observation. If CONSULTANT has reason to believe that a deficient condition may exist, the CONSULTANT shall notify the Client who shall authorize and pay for all costs associated with the investigation of such a condition and if necessary, all costs necessary to correct said condition. If (1) the client fails to authorize such investigation or correction after due notification, or (2) CONSULTANT has no reason to believe that such a condition exists, then Client is responsible for all risks associated with this condition, and CONSULTANT shall not be responsible for the existing condition nor any resulting damages to persons or property. The CONSULTANT shall have no responsibility for the discovery, presence, handling, removal, disposal or exposure of persons to hazardous materials of any form. 11.5 Review of Submittals and Contractor’s Work 11.5.1 The Consultant shall review and approve, or take other appropriate action upon, the Contractor’s submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. Review of such submittals is not for the purpose of determining the accuracy and completeness of other information such as dimensions, quantities, and installation or performance of equipment or systems, which are the Contractor’s responsibility. The Consultant’s review shall not constitute approval of safety precautions or construction means, methods, techniques, sequences or procedures. The Consultant’s approval of a specific item shall not indicate approval of an assembly of which the item is a component. 11.5.2 If the Contract Documents specifically require the Contractor to provide professional design services or certifications by a design professional related to systems, materials, or equipment, the Consultant shall specify the appropriate performance and design criteria that such services must satisfy. The Consultant shall review and take appropriate action on Shop Drawings and other submittals related to the Project designed or certified by the Contractor’s design professional, provided the submittal bear such professional’s seal and signature when submitted to the Consultant. The Consultant’s review shall be for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Consultant shall be entitled to rely upon, and shall not be responsible for, the adequacy and accuracy of the services, certifications, and approvals performed or provided by such design professionals. 11.5.3 CONSULTANT shall not supervise, direct, or have control over contractor’s work. CONSULTANT shall not be responsible for the contractor’s means, methods, procedures, techniques, or sequences of construction, nor for safety program and procedures employed by the contractor on the job site. The CONSULTANT shall not be responsible for Contractor’s failure to carry out the work in accordance with the Contract Documents. 11.6 Termination, Successors and Assigns and No Third Party Beneficiary 11.6.1 This Agreement may be terminated upon 10 days written notice by either party should the other fail to perform its obligations hereunder. In the event of termination, Client shall pay CONSULTANT for all services rendered to the date of termination, all reimbursable expenses, reasonable termination expenses and anticipated profits on services performed. 11.6.2 If the Client suspends the Project, the Consultant shall be compensated for services performed prior to notice of such suspension. When the Project is resumed, the Consultant shall be compensated for expenses incurred in the interruption and resumption of the Consultant’s services. The Consultant’s fees for the remaining services and the time schedules shall be equitably adjusted. DocuSign Envelope ID: 32D63A3F-60A2-4C47-9160-594DB8F80CA1 Project: 23442.50 12 11.6.3 The Client and CONSULTANT each binds himself or herself, partners, successors, executors, administrators, assigns and legal representative to the other party of this Agreement and to the partners, successors, executors, administrators, assigns, and legal representative of such other party in respect to all covenants, agreements, and obligations of this Agreement. 11.6.4 Neither the Client nor CONSULTANT shall assign, sublet or transfer any rights under or interest in (including but without limitations, monies that may be due or monies that are due) this Agreement, without the written consent of the other, except as stated in the paragraph above, and except to the extent that the effect of this limitation may be restricted by law. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. Nothing contained in this paragraph shall prevent the CONSULTANT from employing such independent consultants, associates and subcontractors, as he or she may deem appropriate to assist in the performance of services hereunder. 11.6.5 CONSULTANT and Client agree that the services performed by the CONSULTANT pursuant to this Agreement are solely for the benefit of the Client and are not intended by either the CONSULTANT or the Client to benefit any other person or entity. To the extent that any other person or entity, including but not limited to the Contractor and/or any of its Subcontractors and other Design Professionals, is benefited by the services performed by the CONSULTANT pursuant to this Agreement, such benefit is purely incidental and such other person or entity shall not be deemed a third party beneficiary to this contract. 11.6.6 Partnership Protection: It is intended by the parties to this Agreement that the Consultant’s services in connection with the Project shall not subject the Consultant’s individual employees, officers or directors to any personal legal exposure for the risks associated with this Project. Therefore, and notwithstanding anything to the contrary contained herein, the Client agrees that as the Client’s sole and exclusive remedy, any claim, demand or suit shall be directed and/or asserted only against the CONSULTANT, a California registered partnership, and not against any of the Consultant’s individual employees, officers or directors. 11.7 Dispute Resolution 11.7.1 In an effort to resolve any conflicts or disputes that arise regarding the performance of this agreement, the Client and CONSULTANT agree that all such disputes shall be submitted to nonbinding mediation, using a mutually agreed upon mediation service experienced in the resolution of construction disputes. Unless the parties mutually agree otherwise, such mediation shall be a pre-condition to the initiation of any further proceedings. It is further agreed that any dispute that is not settled pursuant to such mediation shall be adjudicated by a court appointed referee in accordance with the Judicial Reference procedures as set forth in California Code of Civil Procedure Section 638 et seq. The parties hereby mutually agree to waive any right to a trial by jury regarding any dispute arising out of this Agreement. 11.7.2 The parties further agree to include a similar mediation, Judicial Reference, and waiver of jury trial provision in their agreements with other independent contractors and consultants retained for the project and require them to similarly agree to these dispute resolution procedures. 11.7.3 In no event shall a claim or dispute be made or sustained if it would be barred by the applicable statute of limitations. 11.8 Severability and Survival 11.8.1 Severability: Any term or provision of this Agreement found to be invalid under any applicable statute or rule of law shall be deemed omitted and the remainder of this Agreement shall remain in full force and effect. 11.8.2 Survival: Notwithstanding completion or termination of this Agreement for any reason, all rights, duties and obligations of the parties to this Agreement shall survive such completion or termination and remain in full force and effect until fulfilled. 11.9 Governing Laws 11.9.1 This agreement shall be governed by the laws of the principal place of business of the CONSULTANT – San Francisco, California. 11.10 Interpretation 11.10.1 Limitations on liability, waivers and indemnities in this Agreement are business understandings between the parties and shall apply to all legal theories of recovery, including breach of contract or warranty, breach of fiduciary duty, tort (including negligence), strict or statutory liability, or any other case of action, provided that these limitations on liability, waivers and indemnities will not apply to any losses or damages that may be found by a trial of fact to have been caused by the Consultant’s sole or gross negligence. DocuSign Envelope ID: 32D63A3F-60A2-4C47-9160-594DB8F80CA1 Project: 23442.50 13 12 SUPPLEMENTAL CONDITIONS None. DocuSign Envelope ID: 32D63A3F-60A2-4C47-9160-594DB8F80CA1 CONTRACT ABSTRACT 1 Original: Amendment No. 1 Contract Company Name: Company Contact: Summary of Services: Contract Price: Funding Source: Contract Term: Architectural Resources Group, Inc. Katie Horak, Principal CP 18-04, Plaza Theatre Design Services $1,061,199 (including this A#1 for $13,205) Plaza Theatre General Fund NTE 2 years Contract Administration Lead Department: Contract Administrator: Engineering Services Joel Montalvo/Francisco Jaime/Alberto Gradilla Contract Approvals Council Approval Date: Amendment No. 1: Agreement Number: July 28, 2022, Item 1.L. TBD A9173 Contract Compliance Exhibits: Signatures: Insurance: Bonds: Attached Attached On file N/A Contract Prepared By: Engineering Services Submitted on: 07/05/2023 By: Vonda Teed DocuSign Envelope ID: 84694325-5889-4EA1-9828-9DF13F1B3E8B Page 1 of 3 Revised: 2.9.22 AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES AGREEMENT NO. A9173 BETWEEN THE CITY PALM SPRINGS AND ARCHITECTURAL RESOURCES GROUP, INC. 1. Parties and Date. This Amendment No. 1 to the Professional Services Agreement No. A9173 is made and entered into as of this day of , 2023, by and between the City of Palm Springs (“City”) and Architectural Resources Group, a California corporation, with its principal place of business at 360 E. 2nd Street, Suite 225 Los Angeles, CA 90012 (“Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties.” 2. Recitals. 2.1 Agreement. The City and Consultant have entered into an agreement entitled Plaza Theater Design Services dated August 1, 2022 (“Agreement”) for the purpose of retaining the services of Consultant to provide services of a Designer, for the Plaza Theater Restoration Project 18-04 (“Project”). 2.2 Amendment. The City and Consultant desire to amend the Agreement to prepare base drawings, using aerials, existing site plan drawings, and as-built measurements. This will include: a design study to match existing fence design and determine permitting and accessibility requirements; CD-level details and hardware; a progress meeting to finalize design; and quality control review and coordination.. 2.3 Amendment Authority. This Amendment No. 1 is authorized pursuant to Section 1.8 Additional Services of the Agreement. 3. Terms. 3.1 Scope of Services Section 1.1 of the Agreement is hereby amended to read as follows: The additional services identified in the Consultant’s letter dated June 19, 2023, included herewith as Attachment 1, are hereby incorporated into Exhibit “A” of the Agreement. 3.2 Maximum Contract Amount Section 2.1 of the Agreement is hereby amended to read as follows: The Agreement total amount of compensation is increased by $13,205 for a new maximum contract amount of $1,061,199. DocuSign Envelope ID: 84694325-5889-4EA1-9828-9DF13F1B3E8B Page 2 of 3 Revised: 2.9.22 3.3 Continuing Effect of Agreement. Except as amended by this Amendment No. 1, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 1. From and after the date of this Amendment No. 1, whenever the term “Agreement” or “Contract” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 1. 3.4 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 1. 3.5 Severability. If any portion of this Amendment No. 1 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.6 Counterparts. This Amendment No. 1 may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute but one and the same instrument. [SIGNATURES ON FOLLOWING PAGE] DocuSign Envelope ID: 84694325-5889-4EA1-9828-9DF13F1B3E8B Page 3 of 3 Revised: 2.9.22 SIGNATURE PAGE TO AMENDMENT NO. 1 BY AND BETWEEN THE CITY OF PALM SPRINGS AND ARCHITECTURAL RESOURCES GROUP, INC. IN WITNESS WHEREOF, the Parties have executed this Amendment as of the dates stated below. CONTRACTOR: By: _______________________________________ By: _________________________________________ Signature Signature (2nd signature required for Corporations) Date: Date: APPROVED AS TO FORM: ATTEST: By: ___________________________ By: _______________________________ City Attorney City Clerk APPROVED: By: _______________________________ Date: City Manager – over $50,000 Deputy/Assistant City Manager – up to $50,000 Director – up to $25,000 Manager – up to $5,000 DocuSign Envelope ID: 84694325-5889-4EA1-9828-9DF13F1B3E8B 7/6/2023 7/6/2023 7/10/2023 June 19, 2023 Francisco J. Jaime, P.E. Senior Civil Engineer City of Palm Springs, Engineering Services Department 3200 East Tahquitz Canyon Way Palm Springs, CA 92262 RE: Scope of Work Revisions, Palm Spring Plaza Theatre- East Alleyway Improvements Dear Francisco, We are happy to continue our work with the City of Palm Springs on the Plaza Theatre Rehabilitation project. During the design phase for the Theatre it became apparent that due to space constraints within the building it would be required to use the east alleyway to provide wheelchair accessibility to the stage area for performers. The original RFP specifically excludes improvements to the east alleyway from the scope of work, and we understand that the City has contracted directly for the required Civil engineering scope. We have provided some support for this work under our existing contract, but we believe the scope for ARG and our consultants has grown to a point that warrants additional fees. Based on our meeting on site June 8, we understand that the City would like to have ARG and our consultants provide CD level drawings for the following components: - Architectural detailing for the new gates and their frame, including hardware specification, based on the gates at the Welwood Library - Architectural lighting and electrical engineering for new egress lighting at the alleyway and gate landing - Project coordination Note; we understand that the project will not require ARG to prepare a formal building department submittal. We propose to provide these additional services for an additional fixed fee of $13,205, per the attached breakdown. We anticipate it will take 2 to 3 weeks to complete the drawings, and we can start immediately with your authorization. Please let us know if you have any comments or questions on this proposal. Sincerely, Jason Currie Architect, Senior Associate DocuSign Envelope ID: 84694325-5889-4EA1-9828-9DF13F1B3E8B Architectural Resources Group Palm Springs, CA June 19, 2023 ARG Project: 220602 Proposed Scope and Fee Principal Architect/ PM Designer Task:$260 $190 $145 Cost A. Project Startup (Completed under theatre scope. No additional cost) 0 0 0 $0 B. Site Visit for as-built measurements (1) initial visit for one staff, to measure exterior site conditions and existing fence. (Completed under theatre scope. No additional cost) 0 0 0 $0 C. Prepare base drawings, using aerials, existing site plan drawings, and as-built measurements 0 1 6 $1,060 D. Construction Documents 1. Design study to match existing fence design and determine permitting and accessibility requirements. Include CD-level details and hardware. 0 2 24 $3,860 2. Progress meeting with client to finalize design. 0 0.5 $95 E. Project Coordination 1. QC Review 0.5 1 1 $465 2. Coordinate with consultants. 1 1 $335 Labor Hours Totals:0.5 5.5 32 Lump sum Fee $5,815 Reimbursables (estimated)**$50 ARG Fee (Labor+ Reimbursables): $5,865 15% Markup* AMA Group - Electrical Services $ 4,500.00 540.00$ 5,040.00$ AKA Architectural Lighting - Lighting Services $ 2,000.00 300.00$ 2,300.00$ Total Proposed Services 13,205.00$ Notes Billing will occur monthly based on percentage of work completed. Civil engineering design directly contracted with owner. Not inclued in this proposal. *Includes ARG's administrative fee. **Reimbursables may include, but are not limited to communication, delivery, postage, travel, and research fees. 220602 Plaza Theatre East Alleway Improvements - Gate & Lighting Y:\Projects\22_PROJ_LA\220602 Plaza Theatre Palm Springs\00_general\Fee_Proposals\additional service for CA phase and east alleyway\220602 Plaza East Alleyway Gate and Lighting Design FEE PROPOSAL.xlsx DocuSign Envelope ID: 84694325-5889-4EA1-9828-9DF13F1B3E8B CONTRACT ABSTRACT Contract Company Name: Company Contact: Summary of Services: Contract Price: Funding Source: Contract Term: Architectural Resources Group Katie Horak, Principal Plaza Theater Design Services $1,047,994 1002545-700040 2 years Contract Administration Lead Department: Contract Administrator: Assistant City Manager / Engineering Donn Uyeno Contract Approvals Council/City Manager Approval Date: Minute Order/Resolution Number: Agreement Number: July 28, 2022 A9173 Contract Compliance Exhibits: Signatures: Insurance: Bonds: Business License: √ √ n/a √ Contract prepared by: Kim Baker Submitted on: 7.13.2022 By: Kim Baker DocuSign Envelope ID: 4F84B266-865E-46A1-B304-A8E58D0562F4 55575.18165\40408532.1 Page 1 of 19 PROFESSIONAL SERVICES AGREEMENT A9173 PLAZA THEATER DESIGN SERVICES PROJECT 18-04 THIS PROFESSIONAL SERVICES AGREEMENT ( “Agreement”) is entered into, and effective on August 1, 2022, between the CITY OF PALM SPRINGS, a California charter city and municipal corporation, (“City”) and Architectural Resources Group, 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 requires the services of a Designer, for The Plaza Theater Restoration Project 18-04 (“Project”). Consultant has submitted to City a proposal to provide Design Services, to City under the terms of this Agreement. C. Consultant is qualified by virtue of its experience, training, education, reputation, and expertise to provide these services and has agreed to provide such services as provided in this Agreement. D. City desires to retain Consultant to provide such professional services. NOW, THEREFORE, in consideration of the promises and mutual obligations, covenants, and conditions contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: AGREEMENT 1. SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant agrees to perform the professional services set forth in the Scope of Services described in Exhibit “A” (the “Services” or “Work”), which is attached and incorporated herein by this reference. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that Consultant is a provider of first class work and professional services and that Consultant is experienced in performing the Work contemplated and, in light of such status and experience, Consultant covenants that it shall perform the Work in a competent, professional, and satisfactory manner consistent with the level of care and skill ordinarily exercised by high quality, experienced and well qualified members of the profession currently practicing under similar conditions. 1.2 Contract Documents. The Agreement between the Parties shall consist of the following: (1) this Agreement; (2) the Scope of Services; (3) the City’s Request for Proposals; and, (4) the Consultant’s signed, original proposal submitted to the City (“Consultant’s Proposal”), (collectively referred to as the “Contract Documents”). The City’s Request for Proposals and the DocuSign Envelope ID: 4F84B266-865E-46A1-B304-A8E58D0562F4 55575.18165\40408532.1 Page 2 of 19 Consultant’s Proposal, which are both attached as Exhibit “B”, 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”); (2nd) the provisions of the City’s Request for Proposal; (3rd) the terms of this Agreement; and, (4th) the provisions of the Consultant’s Proposal. 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. 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 DocuSign Envelope ID: 4F84B266-865E-46A1-B304-A8E58D0562F4 55575.18165\40408532.1 Page 3 of 19 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 t o 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 “B” and incorporated herein by this reference. Compensation shall not exceed the maximum contract amount of $1,047,994 ("Maximum Contract Amount"), except as may be provided under Section 1.8. The method of compensation shall be as set forth in Exhibit “B.” 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 “B”), 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. DocuSign Envelope ID: 4F84B266-865E-46A1-B304-A8E58D0562F4 55575.18165\40408532.1 Page 4 of 19 2.3 Changes in Scope. In the event any change or changes in the Scope of Services is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents, work product, or work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Consultant’s profession. 2.4 Appropriations. This Agreement is subject to and contingent upon funds being appropriated by the City Council for each fiscal year covered by the Agreement. If such appropriations are not made, this Agreement shall automatically terminate without penalty to the City. 3. SCHEDULE OF PERFORMANCE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. The time for completion of the services to be performed by Consultant is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently the Work of this Agreement according to the agreed upon attached Schedule of Performance (Exhibit “B”), incorporated herein by this reference. Neither Party shall be accountable for delays in performance caused by any condition beyond the reasonable control and without the fault or negligence of the non-performing Party. Delays shall not entitle Consultant to any additional compensation regardless of the Party responsible for the delay. 3.2 Schedule of Performance. Consultant shall commence the Services under this Agreement upon receipt of a written notice to proceed and shall perform all Services within the time period(s) established in the Schedule of Performance. When requested by Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer, but such extensions shall not exceed one hundred eighty (180) days cumulatively; however, the City shall not be obligated to grant such an extension. 3.3 Force Majeure. The time for performance of Services to be rendered under this Agreement may be extended because of any delays due to a Force Majeure Event, if Consultant notifies the Contract Officer within ten (10) days of the commencement of the Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Consultant’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the Work); 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 DocuSign Envelope ID: 4F84B266-865E-46A1-B304-A8E58D0562F4 55575.18165\40408532.1 Page 5 of 19 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 pe riod of two years, commencing on August 1, 2022, and ending on July 31, 2024, unless extended by mutual written agreement of the Parties. However, the term shall not exceed two 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: Katie Horak, Principal. 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 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 DocuSign Envelope ID: 4F84B266-865E-46A1-B304-A8E58D0562F4 55575.18165\40408532.1 Page 6 of 19 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 sub ject 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. 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 DocuSign Envelope ID: 4F84B266-865E-46A1-B304-A8E58D0562F4 55575.18165\40408532.1 Page 7 of 19 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 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 determin es 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 DocuSign Envelope ID: 4F84B266-865E-46A1-B304-A8E58D0562F4 55575.18165\40408532.1 Page 8 of 19 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 o btained 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, Con sultant 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 DocuSign Envelope ID: 4F84B266-865E-46A1-B304-A8E58D0562F4 55575.18165\40408532.1 Page 9 of 19 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 shal l 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, 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 DocuSign Envelope ID: 4F84B266-865E-46A1-B304-A8E58D0562F4 55575.18165\40408532.1 Page 10 of 19 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 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 DocuSign Envelope ID: 4F84B266-865E-46A1-B304-A8E58D0562F4 55575.18165\40408532.1 Page 11 of 19 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 p ayment 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). 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 mai l 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. DocuSign Envelope ID: 4F84B266-865E-46A1-B304-A8E58D0562F4 55575.18165\40408532.1 Page 12 of 19 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, error s or omissions, or willful misconduct committed by Consultant, its officers, employees, representatives, and agents, that arise out of or relate to Consultant’s performance of Services or this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the Indemnified Parties. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Consultant’s indemnification obligation or other liability under this Agreement. Consultant’s indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. 6.2 Design Professional Services Indemnification and Reimbursement. If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant in the performance of the Services or this Agreement, and, upon Consultant obtaining 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. DocuSign Envelope ID: 4F84B266-865E-46A1-B304-A8E58D0562F4 55575.18165\40408532.1 Page 13 of 19 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 o r 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 t he 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. 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 DocuSign Envelope ID: 4F84B266-865E-46A1-B304-A8E58D0562F4 55575.18165\40408532.1 Page 14 of 19 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 betwee n 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 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 st ated. 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. DocuSign Envelope ID: 4F84B266-865E-46A1-B304-A8E58D0562F4 55575.18165\40408532.1 Page 15 of 19 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 succe ssor, 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 (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. DocuSign Envelope ID: 4F84B266-865E-46A1-B304-A8E58D0562F4 55575.18165\40408532.1 Page 16 of 19 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 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. DocuSign Envelope ID: 4F84B266-865E-46A1-B304-A8E58D0562F4 55575.18165\40408532.1 Page 17 of 19 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: Architectural Resource Group 360 E. 2nd Street, Suite 225 Los Angeles, CA 90012 Attention: Katie Horak, Principal Telephone: (626) 583-1401 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 j udgment or decree of a court of competent jurisdiction, such provision shall be ineffective only to the extent of such prohibition or DocuSign Envelope ID: 4F84B266-865E-46A1-B304-A8E58D0562F4 55575.18165\40408532.1 Page 18 of 19 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. 10.9 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. [SIGNATURES ON NEXT PAGE] DocuSign Envelope ID: 4F84B266-865E-46A1-B304-A8E58D0562F4 55575.18165\40408532.1 Page 19 of 19 SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND ARCHITECTURAL RESOURCES GROUP, INC. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. CONTRACTOR: By: _______________________________________ By: _________________________________________ Signature Signature (2nd signature required for Corporations) Date: Date: CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: _______ Item No. APPROVED AS TO FORM: ATTEST: By: ___________________________ By: _______________________________ City Attorney City Clerk APPROVED: By: _______________________________ Date: City Manager – over $50,000 Deputy/Assistant City Manager – up to $50,000 Director – up to $25,000 Manager – up to $5,000 DocuSign Envelope ID: 4F84B266-865E-46A1-B304-A8E58D0562F4 7/21/2022 7/21/2022 8/2/2022 1.L.7/28/2022 55575.18165\40408532.1 EXHIBIT “A” SCOPE OF SERVICES 1.1 Background: A. Located at 128 South Palm Canyon Drive, the Plaza Theatre opened in 1936. The theater was commissioned by heiress Julia Carnell and designed by lead architect Harry Williams. Its atmospheric design hearkens to grand movie palaces, while its Spanish Colonial Revival exterior was typical of many buildings of the era in Palm Springs. In 1991, the theater was designated City of Palm Springs class 1 historic site #22. While the Palm Springs Follies ran for 23 years, the theatre has sat primarily empty since 2014. The City of Palm Springs owns the Theatre and is working in conjunction with the Palm Springs Plaza Theater Foundation, a 501c3 to restore the Theatre. B. In 2018, the City of Palm Springs commissioned Gensler to perform a feasibility study and concept design package to rehabilitate the Plaza Theatre. This concept package will be used as the basis of design for the restoration and renovation of the theatre. The work should follow the Secretary of the Interior’s Standards for the Treatment of Historic Sites. Significant character defining features shall be retained and restored, while contributing character-defining features may have some flexibility for intervention. Non-contributing features such as restrooms and dressing rooms have great flexibility in their design approach. Please refer to the concept package for further information that has been included as part of this scope of work. Please note that there is a Revit model for the full building from the Gensler package. Additionally, the full original drawing sets for both architectural and structural scope are available. C. The Consultant will work directly with the City and the Plaza Theatre team, led by the Board of the Palm Springs Plaza Theatre Foundation and including any consultants or owner’s reps hired by either the Board or the City. The Consultant will also collaborate with the Historic Site Preservation Board. 1.2 Scope: A. The Consultant will restore the Plaza Theatre based on the existing historical drawings, while overhauling all infrastructure and systems and renovating non- character-defining spaces to bring them to modern standards. The Plaza Theatre will be used for live performance (concerts, cabaret, plays, musicals, dance), film screenings, community meetings, lecture series, and the like. Architectural design should take into account all possible use scenarios. B. The Consultant will provide services from schematic design through completed construction and opening. The Scope of Work includes but is not limited to the following major components: 1. Architectural design from schematic design through construction administration, including but not limited to structural, mechanical, electrical, plumbing, lighting, acoustics, historic consulting, and the like. Both theatre consulting and AV consulting will be contracted direct to the Board of the Foundation. There will be one coordinated set of drawings produced in each phase, including architectural, all architectural subconsultants, and Board’s consultants. DocuSign Envelope ID: 4F84B266-865E-46A1-B304-A8E58D0562F4 55575.18165\40408532.1 2. Schematic Design (SD) deliverables to include renderings, drawings, written narratives, and basis of design describing all Mechanical Electrical and Plumbing (MEP) and Fire Suppression systems and other specialty systems unique to the project. A schedule and cost estimate is to be included. The Consultant will update the existing Revit as-built as required based on site visits and historic drawings. The City and Foundation reserve the rights to use the renderings and drawings for fundraising purposes. 3. Design development (DD) upon approval of the schematic design and cost estimate, prepare deliverables to include renderings, drawings and outline specifications for all disciplines, updated basis of design, MEP design criteria and calculations, schedule, and physical color/finish boards and cost estimates. 4. Construction Document (CD) deliverables prepare 50% and 100% construction packages to include completely coordinated set of drawings and specifications for the Plaza Theatre team to review and comment and to submit for bid. Deliverables also include updated basis of design, MEP design criteria and calculations, schedule, and furniture plan and specifications. Submit 50% package for initial building permit intake. Make corrections and revisions based on comments. Submit 100% CD package for final permit approval. Prepare draft technical specification at 50% and 100%. Prepare and review final construction document package, with specifications and cost estimate with the City and the Foundation. 5. Final record set (conformance set) will incorporate all review comments and addendum developed from the CD/bid set. This will be a completely coordinated set of drawings and specifications for construction. 6. Architectural design shall be accessible and inclusive for the needs of all patrons and meet all codes and regulations. 7. Consultant shall attend coordination meetings as needed with members of the City, the Foundation and the Contractor hired to complete the construction. Meetings will likely be primarily remote, with specific meetings to be held in person. 8. Consultant shall obtain all required permitting through the relevant jurisdictions. 9. Consultant shall assist with the bid process for hiring the Contractor to complete the construction work on the Theater. Such work will include responding to bidder questions, preparing addenda, participating in the prebid meeting, making design modifications to reduce construction costs, and conforming documents. 10. Consultant will provide Construction Administration during construction for oversight of the project to include preconstruction and construction meetings, answering Requests for Information (RFIs), revising documents as needed, resolving change orders in a very timely manner, reviewing submittals and substitution requests, providing quality control and inspection, prepare and review punch lists, review of contractor’s as built drawings, prepare record documents, and any other functions necessary to complete the restoration. 11. Consultant will provide final inspection and turn over to City. 12. The Plaza Theatre Final Report which is the basis for design is incorporated by reference and is part of this scope of work. The link this document is as follows: 181108 Plaza Theatre Final Report R.pdf DocuSign Envelope ID: 4F84B266-865E-46A1-B304-A8E58D0562F4 55575.18165\40408532.1 1.3 Schedule: Work will commence upon issuance of a Notice to Proceed curr ently planned for early August and all design work shall be completed in six months. The construction of the project is anticipated to be completed by the end of 2023. 1.4 Compensation: Work will be compensated on a lumpsum basis for design services (broken down by Schematic, Design Development, Construction Documents), bid services and construction administration services as outlined on the pricing sheet. Contract pricing includes all labor, expenses, and incidentals to complete the work outlined in the contract scope. The Contractor may request monthly payments based on the percentage of work completed for the previous month as long as a detailed progress report is provided to support the amount requested. No additional compensation will be due by the City unless the contract is modified for additional work requested by the City. DocuSign Envelope ID: 4F84B266-865E-46A1-B304-A8E58D0562F4 55575.18165\40408532.1 EXHIBIT “B” SCHEDULE OF COMPENSATION DocuSign Envelope ID: 4F84B266-865E-46A1-B304-A8E58D0562F4 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of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ocuSign Envelope ID: 4F84B266-865E-46A1-B304-A8E58D0562F4