HomeMy WebLinkAbout3/15/2000 - STAFF REPORTS (6) DATE: MARCH 15, 2000
TO: CITY COUNCIL
FROM: DIRECTOR OF PLANNING AND BUILDING
CASE 5.0824 - PD-257, DESERT WALK: MINUTE ORDER FOR A CONTRACT NOT TO
EXCEED $7500 FOR TOM DODSON AND ASSOCIATES TO PREPARE AN
ENVIRONMENTAL ASSESSMENT
The City has received an application to redevelop the property located at 123 North Palm Canyon Drive
and currently known as the Desert Fashion Plaza. As part of the City's analysis of the project, an
environmental assessment must be prepared so as to consider compliance with the California Environmental
Quality Act(CEQA). The cost ofthis envirorunental analysis will be paid by the applicant,Excel Legacy
Corporation. However,as the consultant is working for the City,the contract is between the City and the
consultant.
The proposed contract including a detailed scope of services is attached.
Douglas R✓vf ns
Director of Planning and Building
Dallas J. Flicek
Interim City Manager
attachments:
1. Contract
2. Minute Order
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CONTRACT SERVICES AGREEMENT FOR
PROFESSIONAL PLANNING SERVICES
ENVIRONMENTAL ASSESSMENT
THIS CONTRACT SERVICES AGREEMENT (herein "Agreement") is made and entered into this day of
2000,by and between the CITY OF PALM SPRINGS (herein "City"),a municipal corporation and TOM
DODSON&ASSOCIATES. (herein"Contractor"). The parties hereto agree as follows:
1.0 SERVICES OF CONTRACTOR
1.1 Scope of Services. In compliance with all terms and conditions of this Agreement,the Contractor
shall provide those services specified in the"Scope of Services"attached hereto as Exhibit"A"and incorporated herein
by this reference,which services may be referred to herein as the"services" or "work" hereunder. As a material
inducement to the City entering into this Agreement,Contractor represents and warrants that Contractor
is aprovider of first class work and services and Contractor is experienced in performing the work and
services contemplated herein and,in light ofsuch statues and experience,Contractor covenants that it shall
follow the highest professional standards in performing the work and services required hereunder and that
all materials will be of good quality, fit for the purpose intended.
1.2 Contractor's Proposal. The Scope of Services shall include the Contractor's proposal or bid
which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency
between the terms of such proposal and this Agreement,the terms of this Agreement shall govern.
1.3 Compliance with Law. All services rendered hereunder shall be provided in accordance withal I
ordinances,resolutions,statutes, rules, and regulations of the City and any Federal, State,or local governmental agency
having jurisdiction in effect at the time service is rendered.
1.4 Licenses, Permits. Fees & Assessments Contractor shall obtain at its sole cost and expense
such licenses, permits, and approvals as may be required by law for the performance of the services required by this
Agreement. Contractor 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 Contractor's performance
of the services required by this Agreement, and shall indemnify, defend and hold harmless City against any such fees,
assessments,taxes,penalties,or interest levied,assessed,or imposed against City hereunder.
1.5 Familiarity with Work. By executing this Contract,Contractor warrants that Contractor(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 services involve work upon any site, Contractor warrants that
Contractor has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to
commencement of services hereunder. Should the Contractor discover any latent or unknown conditions, which will
materially affect the performance of the services hereunder, Contractor shall immediately inform the City of such fact
and shall not proceed except at Contractor's risk until written instructions are received from the Contract Officer.
1.6 Care of Work. The Contractor shall adopt reasonable methods during the life of the Agreement
to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies, and/or
other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or
property, until acceptance of the work by City, except such losses or damages as may be caused by City's own
negligence.
1.7 Further Responsibilities of Parties Both parties agree to use reasonable care and diligence to
perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all
instruments, prepare all documents, and take all actions as may be reasonably necessary to carry out the purposes of
this Agreement. Unless hereafter specified,neither party shall be responsible for the service of the other.
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 or make changes by altering, adding to or deducting from said
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work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the
Contractor, incorporating therein any adjustment in(i)the Contract Sum,and/or(ii)the time to perform this Agreement,
which said adjustments are subject to the written approval of the Contractor. Any change in compensation of five
percent(5%) or less of the Contract Sum, or in the time to perform of one hundred eighty(180) days or less may be
approved by the Contract Officer. Any greater change,taken either separately or cumulatively must be approved by the
City Council. It is expressly understood by Contractor that the provisions of this Section shall not apply to services
specifically set forth in the Scope of Services or reasonably contemplated therein. Contractor hereby acknowledges
that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time
consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefore.
1.9 Special Requirements. Additional terms and conditions of this Agreement, if any, are made a part
hereof are set forth in the"Special Requirements" attached hereto and incorporated herein by reference. In the event
of a conflict between these provisions and any other provisions of this Agreement,the provisions shall govern.
2.0 COMPENSATION.
2.1 Contract Sum. For the services rendered pursuant to this Agreement, the Contractor shall be
compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit "B" and incorporated
herein by this reference, but not exceeding the maximum contract amount of seven thousand five hundred dollars
($7,500.00)(herein "Contract Sum"),except as provided in Section 1.8. The method of compensation may include:(Q a
lump sum payment upon completion,(ii)payment in accordance with the percentage of completion of the services,(iii)
payment for the time and materials based upon Contractor's rates as specified in the Schedule of Compensation,but not
exceeding the Contract Sum or (iv) such other methods as may be specified in the Schedule of Compensation.
Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone
expense, transportation expense approved by the Contract Officer in advance, and no other expenses and only if
specified in the Schedule of Compensation. The contract sum shall include the attendance of Contractor at all project
meetings reasonably deemed necessary by the City; Contractor shall not be entitled to any additional compensation to]-
attending said meetings.
2.2 Method of Payment. Unless some other method of payment is specified in the Schedule of
Compensation,in any month in which Contractor wishes to receive payment,no later than the first(Ist)working day of
such month, Contractor shall submit to the City in the form approved by the City's Director of Finance, an invoice for
services rendered prior to the date of the invoice. Except as provided in Section 7.3, City shall pay Contractor for all
expenses stated thereon which are approved by City pursuant to this Agreement no later than the last working day of
the month.
3.0 PERFORMANCE SCHEDULE
3.1 Time of Essence. Time is of the essence in the performance of this Agreement.
3.2 Schedule of Performance. Contractor shall commence the services pursuant to 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" attached hereto as Exhibit "C", if any, and incorporated herein by this reference. When
requested by the Contractor,extensions to the time period(s)specified in the Schedule of Performance may be approved
in writing by the Contract Officer but not exceeding one hundred eighty(180)days cumulatively.
3.3 Force Maieure. The time period(s)specified in the Schedule of Performance for performance of
the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes
beyond the control and without the fault or negligence of the Contractor, including, but not restricted to, acts of God
or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots,
strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the
Contractor shall within ten(10) days of the commencement of such delay notify the Contract Officer in writing of the
causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for
performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such
delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement.
In no event shall Contractor be entitled to recover damages against the City for any delay in the performance of this
Agreement,however caused,Contractor's sole remedy being extension of the Agreement pursuant to this Section.
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3.4 Term. Unless earlierterminated in accordance with Section 7.8 of this Agreement,this Agreement
shall continue in full force and effect until completion of the services but not exceeding one (1) year from the date
hereof,except as otherwise provided in the Schedule of Performance.
4.0 COORDINATION OF WORK
4.1 Representative of Contractor The following principals of Contractor are hereby designated as
being the principals and representatives of Contractor authorized to act in its behalf with respect to the work specified
herein and make all decisions in connection therewith:
Tom DODSON
TOM Dodson&ASSOCIATES
2150 N.Arrowhead Avenue
San Bernardino,CA 92405
It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a
substantial inducement for City to enter into this Agreement. Therefore,the foregoing principals shall be responsible
during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally
supervise the services hereunder. For purposes of this Agreement, the foregoing principals may not be replaced nor
may their responsibilities be substantially reduced by Contractor without the express written approval of City.
4.2 Contract Officer. The Contract Officer shall be such person as may be designated by the City
Manager of City. It shall be the Contractor's responsibility to assure that the Contract Officer is kept informed of the
progress of the performance of the services and the Contractor shall refer any decisions which must be made by City
to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the
approval of the Contract Officer. The Contract Officer shall have authority,to sign all documents on behalf of the City
required hereunder to carry out the terms of this Agreement.
4.3 Prohibition Against Subcontracting orAssi nment. The experience,knowledge,capability,and
reputation of Contractor, its principals, and employees were a substantial inducement for the City to enter into this
Agreement. Therefore, Contractor shall not contract with any other entity to perform in whole or in part the services
required hereunder without the express written approval of the City. In addition, neither this Agreement nor any
interest herein may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of
law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted
hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five
percent(25%) of the present ownership and/or control of Contractor, 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 the Contractor or any surety of Contractor of any liability hereunder without
the express consent of City.
4.4 Independent Contractor. Neither the City nor any of its employees shall have any control over
the manner,mode,or means by which Contractor,its agents or employees,perform the services required herein,except
as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision, or control of
Contractor's employees, servants, representatives, or agents, or in fixing their number, compensation or hours of
service. Contractor shall perform all services required herein as an independent contractor of City and shall remain at
all times as to City a wholly independent contractor with only such obligations as are consistent with that role.
Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or
employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Contractor in
its business or otherwise or a joint venturer or a member of anyjoint enterprise with Contractor.
5.0 INSURANCE,INDEMNIFICATION AND BONDS
5.1 Insurance. The Contractor shall procure and,maintain at its sole cost and expense,in a form and
content satisfactory to City, maintain at its sole cost and expense, in a form and content satisfactory to City, during the
entire term of this Agreement including any extension thereof,the following policies of insurance:
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(a) Comprehensive General Liability Insurance A policy of comprehensive general liability insurance
written on a per occurrence basis.If the contract sum is$25,000.00 or less,the policy of insurance shall be written in an
amount not less than either(i)a combined single limit of$500,000.00 or(ii)bodily injury limits of$250,000.00 per person,
$500,000.00 per occurrence and $500,000.00 products and completed operations and property damage limits of
$100,000.00 in the aggregate.
(b) Workers'Compensation Insurance A policy of workers'compensation insurance in such amount
as will fully comply with the laws of the State of California and which shall indemnify,insure,and provide legal defense
for both the Contractor and the City against any loss, claim, or damage arising from any injuries or occupational
diseases occurring to any worker employed by or any persons retained as all employee by the Contractor in the
course of carrying out the work or services contemplated in this Agreement.
(c) Automotive Insurance. A policy of comprehensive automobile liability insurance written on a per
occurrence basis in an amount not less than either (i) bodily injury liability and property damage liability limits of
$250,000.00 per person and$500,000.00 per occurrence and$250,000.00 in the aggregate or(ii) combined single limit
liability of$500,000.00. Said policy shall include coverage for owned,non-owned, leased, and hired cars.
(d) Additional Insurance Policies of such other insurance may be required in the Special
Requirements.
All of the above policies of insurance shall be primary insurance and shall name the City, its officers,employees, and
agents as additional insureds. The insurer shall waive all rights of subrogation and contribution it may have against the
City, its officers,employees and agents,and their respective insurers.All of said policies of insurance shall provide that
said insurance may not be amended or canceled without providing thirty(30)days prior written notice by registered mail
to the City. In the event any of said policies of insurance are canceled, the Contractor shall, prior to the cancellation
date, submit new evidence of insurance in conformance with this Section 5.1 to the Contractor Officer. No work or
services under this Agreement shall commence until the Contractor has provided the City with Certificates of Insurance
or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or
binders are approved by the City. The Contractor agrees that the provisions of this Section 5.1 shall not be construed
as limiting in any way the extent to which the Contractor may be held responsible for the payment of damages to any
persons or property resulting from the Contractor's activities or the activities of any person or persons for which the
Contractor is otherwise responsible.
In the event the Contractor subcontracts any portion of the work in compliance with Section 4.3 of this Agreement,the
contract between the Contractor and such subcontractor shall require the subcontractor to maintain the same policies
of insurance that the Contractor is required to maintain pursuant to the Section 5.1.
5.2 Indemnification. Contractor agrees to indemnify the City, its officers, agents, and employees
against, and will hold and save them and each of them harmless from any and all actions, suits, claims, damages to
persons or property, losses, costs, penalties, obligations, errors, omissions, or liabilities (herein "claims or liabilities")
that may be asserted or claimed by any person, firm, or entity arising out of or in connection with the negligent
performance of the work, operations, or activities of Contractor, its agents, employees, subcontractors, or invitees,
provided for herein,or arising from the negligent acts or omissions of Contractor hereunder,or arising from Contractor's
negligent performance of or failure to perform any term, provision, covenant, or condition of this Agreement,whether
or not there is concurrent passive or active negligence or willful misconduct of the City, its officers, agents or
employees, who are directly responsible to the City and in connection therewith:
(a) Contractor will defend any action or actions filed in connection with any of said claims or liabilities and will pay all
costs and expenses, including legal costs and attorneys'fees incurred in connection therewith.
(b) Contractor will promptly pay any judgment rendered against the City,its officers, agents,or employees for any such
claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work,
operations, or activities of Contractor hereunder; and Contractor agrees to save and hold the City, its officers, agents,
and employees harmless therefrom.
(c) In the event the City, its officers, agents, or employees is made a party to any action or proceeding filed or
prosecuted against Contractor for such damages or other claims arising out of or in connection with the negligent
performance of or failure to perform the work,operation,or activities of Contractor hereunder,Contractor agrees to pay
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to the City, its officers, agents or employees any and all costs and expenses incurred by the City, its officers or
employees in such action or proceeding,including but not limited to, legal costs and attorneys'fees.
5.3 Performance Bond. Concurrently with execution of this Agreement, Contractor shall deliver to
City a performance bond in the sum of the amount of this Agreement, in the form provided by the City Clerk, which
secures the faithful performance of this Agreement, unless such requirement is waived by the Contract Officer. The
bond shall contain the original notarized signature of the authorized officer of the surety and affixed thereto shall be a
certified and current copy of his power of attorney. The bond shall be unconditional and remain in force during the
entire term of the Agreement and shall be null and void only if the Contractor promptly and faithfully performs all terms
and conditions of this Agreement.
5.4 Sufficiency of Insurer or Surety. Insurance or bonds required by this Agreement shall
be satisfactory only if issued by companies qualified to do business in California,rated "A"or better in the most recent
edition of Best Rating Guide, The Key Rating Guide or in the Federal Resister, and only if they are of a financial
category Class VII or better, unless such requirements are waived by the Risk Manager of the City due to unique
circumstances. In the event the Risk Manager of City ("Risk Manager") determines that the work or services to be
performed under this Agreement creates an increased or decreased risk of loss to the City, the Contractor agrees that
the minimum limits of the insurance policies and the performance bond required by this Section 5 may be changed
accordingly upon receipt of written notice from the Risk Manager; provided that the Contractor shall have the right
to appeal a determination of increased coverage by the Risk Manager to the City Council of City within ten(10) days
of receipt of notice from the Risk Manager.
6.0 RECORDS AND REPORTS
6.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer such reports
concerning the performance of the set-vices required by this Agreement as the Contract Officer shall require. Contractor
thereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant
to this Agreement. For this reason, Contractor agrees that if Contractor becomes aware of any facts, circumstances,
techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated
herein or, if Contractor is providing design services, the cost of the project being designed, Contractor shall promptly
notify the Contract Officer of said fact,circumstance,technique or event and the estimated increased or decreased cost
estimate for the project being designed.
6.2 Records. Contractor shall keep, and require subcontractors to keep, such books and records as
shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the
performance of such services. The Contract Officer shall have fidl and free access to such books and records at all
times during normal business hours of City, including the right to inspect, copy, audit, and make records and
transcripts from such records. Such records shall be maintained for a period of three(3)years following completion
of the services hereunder,and the City shall have access to such records in the event any audit is required.
6.3 Ownership of Documents. All drawings,specifications, reports, records, documents, and other
materials prepared by Contractor, its employees,subcontractors,and agents in the performance of this Agreement shall
be the property of City and shall be delivered to City upon request of the Contract Officer, or upon the termination of
this Agreement,and Contractor shall have no claim for further employment or additional compensation as a result of the
exercise by City of its full rights of ownership of the documents and materials hereunder. Any use of such completed
documents for other projects and/or use of uncompleted documents without specific written authorization by the
Contractor will be at the City's sole risk and without liability to Contractor, and the City shall indemnify the Contractor
for all damages resulting therefrom. Contractor may retain copies of such documents for its own use. Contractor shall
have an unrestricted right to use the concepts embodied therein. All subcontractors shall provide for assignment to
City of any documents or materials prepared by them, and in the event Contractor fails to secure such assignment,
Contractor shall indemnify City for all damages resulting therefrom.
6.4 Release of Documents. The drawings, specifications, reports, records, documents, and other
materials prepared by Contractor in the performance of services under this Agreement shall not be released publicly
without the prior written approval of the Contract Officer.
7.0 ENFORCEMENT OF AGREEMENT
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7.1 California Law. This Agreement shall be construed and interpreted both as to validity and 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 Contractor covenants and agrees
to submit to the personal jurisdiction of such court in the event of such action.
7.2 Disputes. In the event of any dispute arising under this Agreement,the injured party shall notify
the injuring party in writing of its contentions by submitting a claim therefore. The injured party shall continue
performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10) days
of service of such notice and completes the cure of such default within forty-five (45) days after service of the notice,
or such longer period as may be permitted by the injured party,provided that if the default is an immediate danger to the
health, safety, and general welfare, such immediate action may be necessary. Compliance with the provisions of this
Section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such
compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured,
provided that nothing herein shall limit City's right to terminate this Agreement without cause pursuant to Section 7.8.
7.3 Retention of Funds. Contractor hereby authorizes City to deduct from any amount payable to
Contractor (whether or nor arising out of this Agreement) (i) any amounts the payment of which may be in dispute
hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and
(ii)all amounts for which City may be liable to third parties, by reason of Contractor's acts or omissions in performing
or failing to perform Contractor's obligation under this Agreement. In the event that any claim is made by a third party,
the amount or validity of which is disputed by Contractor, or any indebtedness shall exist which shall appear to be the
basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such
withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to
withhold shall not,however,affect the obligations of the Contractor to insure,indemnify,and protect City as elsewhere
provided herein.
7.4 Waiver. No delay or omission in the exercise of the right or remedy by a non-defaulting party on
any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act
by the other party requiring the party's consent to or approval of any subsequent act. Any waiver by either party or
any default must be in writing and shall not be a waiver of any other default concerning the same and any other
provision of this Agreement.
7.5 Rights and Remedies are 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.
7.6 Legal Action. In addition to any other rights or remedies,either party may take legal action,in law
or in equity,to cure,correct,or remedy any default,to recover damages for any default,to compel specific performance
of this Agreement,to obtain declaratory or injunctive relief,or to obtain any other remedy consistent with the purposes
of this Agreement.
79 Liquidated Damages. Since the determination of actual damages for any delay in performance of
this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement,the
Contractor and its sureties shall be liable for and shall pay to the City the sum of zero ($0.00) dollars _ as
liquidated damages for each working day of delay in the performance of any service required hereunder, as specified in
the Schedule of Performance (Exhibit "C"). The City may withhold form any monies payable on account of services
performed by the Contractor any accrued liquidated damages.
7.8 Termination Prior to Expiration of Term This Section shall govern any termination of this
Agreement except as specifically provided in the following Section for termination for cause. The City reserves the right
to terminate this Agreement at any time, with or without cause, upon thirty (30) days' written notice to Contractor,
except that where termination is due to the fault of the Contractor,the period of notice may be such shorter time as may
be determined by the Contract Officer. In addition,the Contractor reserves the right to terminate this Agreement at any
time upon, with or without cause,upon sixty(60)days'written notice to City,except that where termination is due to
the fault of the City,the period of notice may be such shorter time as the Contractor may determine. Upon receipt of
any notice of termination, Contractor shall immediately cease all services hereunder except such as may be specifically
approved by the Contract Officer. Contractor 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 thereafter in accordance with the
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Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In
the event of termination without cause pursuant to this Section,the terminating party need not provide non-terminating
party with the opportunity to cure pursuant to Section 7.2.
7.9 Termination for Default of Contractor. If termination is due to the failure of the Contractor to
fulfill its obligations under this Agreement, City may,after compliance with the provisions of Section 7.2,take over the
work and prosecute the same to completion by contract or otherwise,and the Contractor shall be liable to the extent that
the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided
that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the
Contractor for the purpose of setoff or partial payment of the amounts owed the City as previously stated.
7.10 Attornevs' Fees. If either party to this Agreement is required to initiate or defend or made a
party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or
proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to
reasonable attorneys' fees. Attorneys' fees shall include attorneys' fees on any appeal, and in addition a party entitled
to attorneys' fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and
discovery, and all other necessary costs the court allows which,are incurred in such litigation. All such fees shall be
deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is
prosecuted to judgment.
8.0 CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non-Liability of City Officers and Employees No officer or employee of the City shall be
personally liable to the Contractor, 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 Contractor or to its successor, or for breach of any obligation of the terms
of this Agreement.
8.2 Conflict of Interest. No officer or employee of the City shall have any financial interest,direct or
indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement
which effects his financial interest or the financial interest of any corporation,partnership or association in which he is,
directly or indirectly, interested, in violation of any State statute or regulation. The Contractor warrants that it has not
paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement.
8.3 Covenant Against Discrimination Contractor covenants that, by and for itself, its heirs,
executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or
segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national
origin, or ancestry in the performance of this Agreement. Contractor shall take affirmative action to insure that
applicants are employed and that employees are treated during employment without regard to their race, color, creed,
religion,sex,marital status,national origin,or ancestry.
9.0 MISCELLANEOUS PROVISIONS
9.1 Notice. Any notice, demand, request, document, consent, approval, or communication either
party desires or is required to give to the other party or any other person shall be in writing and either served
personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the
Director of Planning&Building,CITY OF PALM SPRINGS,PO Box 2743,Palm Springs,California 92263-2743,and in
the case of the Contractor, to the person at the address designated on the execution page of this Agreement. Either
party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed
communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as
provided in this Section.
9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning
of the language used and shall not be construed for or against either party by reason of the authorship of this
Agreement or any other rule of construction which might otherwise apply.
9.3 Integration:Amendment.It is understood that there are no oral agreements between the parties
hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations,
arrangements, agreements, and understandings, if any, between the parties, and none shall be used to interpret this
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Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in
writing.
9.4 Severability. In the event that any one or more of the phrases, sentences, clauses,paragraphs,
or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a
court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases,
sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be
interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its validity
deprives either party of the basic benefit of their bargain or renders this Agreement meaningless.
9.5 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto
warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this
Agreement on behalf of said party, (iii) by so executing this Agreement, such party 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 said party is bound.
IN WITNESS WFIFREOF,the parties have executed and entered into this Agreement as of the date first written
above.
ATTEST: TBE CITY OF PALM SPRINGS
A Municipal Corporation
By By:
City Clerk City Manager
APPROVED AS TO FORM:
RUTAN&TUCKER
By:
David J.Aleshire
City Attorney
By:
Douglas R.Evans
Director of Planning/Building
CONTRACTOR: TOM DODSON&ASSOCIATES
By:
Name: Tom Dodson
Title:President
Address: TOM DODSON&ASSOCIATES
2150 N.Arrowhead Ave.
San Bernardino,CA 92405 7A ?
8
EXHIBIT A 7hlb
SCOPE OF SERVICES
The Contractor shall prepare an Initial Study with the goal of identifying the appropriate environmental determination
that should be issued for this proposed project(Desert Walk)under the California Environmental Quality Act(CEQA).
The analysis in the Initial Study will be used to determine whether significant impacts will occur or whether they can be
avoided through implementation of mitigation measures. Based on the findings in the Initial Study,the City can make
an independent determination on the appropriate compliance method with CEQA.
Specific Tasks
I. Confer to Define the Project
The Contractor will meet with the City and applicant representatives and develop a comprehensive definition of the
project that will be used to forecast impacts in the Initial Study and prepare a recommended environmental determination
for the City's adoption. This will include at least one site visit, and one meeting with the City and applicant
representatives in Palm Springs. In all cases,the Contractor will be acting as the independent review consultant for the
City. The end product of this task is compilation of a project description that will be provided to the City staff and the
applicant to review and approve prior to initiating the Initial Study impact analysis.
2. Prepare the Environmental Documentation and Submit to the City.
Under CEQA, an Inital Study is the first stage of review that must be prepared by a lead agency to evaluate the
environmental consequences of a proposed project. In carrying this out, the Contractor will review technical studies
including the traffic study submitted by the applicant,the City's General Plan,the General Plan Environmental Impact
Report and the previous project specific Impact repot prepared for the existing mall. To the extent necessary, the
Contractor will prepare other technical studies.
Using the existing data base for all environmental issues, except traffic, the Contractor will prepare a completely
substantiated Initial Study document meeting the City's format and content requirements. This document will include
quantitative analyses of those issues that permit such analysis, including air pollutant emissions The Contractor will
coordinate the review of the Initial Study with City Staff and incorporate any revisions as needed to meet the City Staffs
requirements. This document can be used to make a decision on the appropriate CEQA review process for the proposed
project.
3. Assist with Processing the Initial Study Until the City Makes a Decision on the CEQA Process
The Initial Study will either justify issuance of a Negative Declaration,a Negative Declaration with mitigation measures,
or it will require the preparation of an environmental impact report (EIR). It the City concludes that a Negative
Declaration is the appropriate CEQA review process, the Contractor will assist the City in circulating this document
public comment. If the City concludes thatan EIR is required, the Contractor will work with the City to transition the
Initial Study into a Notice of Preparation(NOP)for preparation of an EIR. The Contractor will assist the City in compiling
a distribution list, in making the appropriate number of copies to distribute the selected document, as well as respond
to any comments,and attend decision making meetings/hearings if any are held.
EXHIBIT B
SCHEDULE OF COMPENSATION
The Contractor will complete the Scope of Services in Exhibit A for an amount not to exceed$7500,including labor and
reimbursable expenses. Payment for services will be made as follows.
1. Confer to Define the Project
Payment made upon City staff approving the project definition, $1000
2. Prepare the Environmental Documentation and Submit to the City.
Payment made upon City staff receiving the Initial Study $4000
3. Assist with Processing the Initial Study Until the City Makes a Decision on the CEQA Process
Payment made upon completion of tasks described in Exhibit A $1700
Each public hearing after the first two $110/hour
Invoices are due upon presentation.
7AIt
7,41ck
EXHIBIT C
SCHEDULE OF PERFORMANCE
The Contractor will complete the Scope of Services in Exhibit A as follows.
1. Confer to Define the Proiect
within 2 weeks of authorization to proceed.
2. Prepare the Environmental Documentation and Submit to the Citv.
within 21 days of authorization to proceed
3. Assist with Processing the Initial Study Until the City Makes a Decision on the CEOA Process
work completed within one week of receiving comments on the Initial Study or the NOP.
PALM S\
•U `�)'�jmr�' N City of Palm Springs
h
�1'�xaeo,a
Office of the City Clerk
3200 Tahquia Canyon Way • Palm Spnngs,Caliromta 92262
cq<I FO RN�P TEL:(760)323,8204 •TDD:(760)864-9527
April 14, 2000
Tom Dodson &Associates
2150 Arrowhead Avenue
San Bernardino, CA 92405
Dear Mr. Dodson:
Attached is one executed copy of the agreement regarding the environmental assessment for the
Desert Walk between Tom Dodson & Associates and the City of Palm Springs, approved by the
City Council on March 15, 2000, by Minute Order No. 6590, Agreement#4207.
Certificates of Insurance should be provided, naming the City of Palm Springs as an additional
insured, for General Liability for $500,000 CSL; and Worker Compensation in California Statutory
requirements. Further, the cancellation clause shall state as follows: 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 to the left.
Should you have any questions, please let me know.
M1 Siin`cerely,
PATRICIA A. SANDERS, CIVIC
City Clerk
cc: Finance w/agreement
Planning w/agreement
Post Office Box 2743 • Palm Springs, California 92263-2743
MINUTE ORDER NO. (. '
APPROVING A CONTRACT NOT TO EXCEED$7500 FOR TOM
DODSON AND ASSOCIATES TO PREPARE AN
ENVIRONMENTAL ASSESSMENT FOR THE PROPOSED
DESERT WALK PROJECT (CASE 5.0824 - PD-257).
I HEREBY CERTIFY that this Minute Order,approving a contractnotto exceed$7500 for Tom Dodson
and Associates to prepare an Environmental Assessment for the proposed Desert Walk Project(Case
5.0824-PD 257)was adopted by the City Council of the City of Palm Springs,California,in a meeting
thereof held on the 15" day of March, 2000.
PATRICIA SANDERS
City Clerk