HomeMy WebLinkAbout2/21/2001 - STAFF REPORTS (8) P
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DATE: February 21, 2001
TO: City Council
FROM: City Engineer
LANDSCAPE ARCHITECTURAL DESIGN SERVICES CONTRACT
RECOMMENDATION:
That the City Council approve a contract services agreementwith RGA Landscape
Architects, Inc., in the amount of $84,300.00 for landscape architectural design
services for Gene Autry/Ramon Median Landscape, City Project 00-01.
SUMMARY:
The City of Palm Springs is the recipient of a grant through the Transportation
Enhancement Activities (TEA) Program that provides federal funds for
transportation related projects that enhance the quality of life in or around
transportation facilities. This federal grant is administered through the California
Department of Transportation(Caltrans)and was awarded by the Riverside County
Transportation Commission (RCTC). The grant will provide for landscaping of the
existing landscape medians within Ramon Road from Vella Road to San Luis Rey,
and within Gene Autry Trail from Mesquite Avenue to Vista Chino.
BACKGROUND:
On September 25, 1999, RCTC issued a call for projects for the 1999/2000 TEA
Grant cycle. Bob Mohler, Grants & Government Affairs Manager,submitted an
application on November 18, 1999,forinstallation of landscaping within the existing
raised median islands on Gene Autry Trail and Ramon Road. The purpose of this
grant was to obtain funding to complete median landscaping of the Mid-Valley
Parkway. Previously, a TEA Grant was awarded to the City for installation of
median landscaping within the Mesquite Avenue portion of the Mid-Valley Parkway;
that phase is currently under completion.
Staff received official approval of its TEA Grant application from RCTC on January
13, 2000. However, portions of the existing medians near the Gene Autry Trail and
Ramon Road intersection were subject to modification as part of the final phase of
the Mid-Valley Parkway project, currently under completion by Granite
Construction. As such, staff received authorization to proceed from Caltrans on
September 13, 2000, and subsequently released a Request for Proposals (RFP)
to obtain professional landscape architectural design services.
The RFP was advertised in the Desert Sun on October 14 and 21, 2000. Two
proposals were received by the requested deadline of November 3, 2000, from
Garbini &Garbini (San Diego) and RGA Landscape Architects, Inc. (Palm Desert).
Following review of the proposals by an evaluation panel, the professional
consulting firm of RGA Landscape Architects, Inc., was selected to provide the
landscape architectural design services at a cost not to exceed $84,300.00.
Ronald Gregory of RGA Landscape Architects, Inc., will be the Project Manager
and coordinate all professional services for the City. Q
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Landscape Architectural Design Services Contract
February 21, 2001
Page 2
Sufficient funding for this project is budgeted in reimbursable capital project
account 261-4491-50179 (Gene Autry/Ramon Median) and in Local Measure A
account 134-4498-50179 (Gene Autry/Ramon Median). 79% of the project costs
are reimbursable through the TEA Grant.
DAVID J. BARAKIAN
City Engineer
APPROVE :
City Manager
ATTACHMENTS:
1. Minute Order
2. Agreement
REVIEWED BY DEPT.OF FINANCE
CITY OF PALM SPRINGS
CONTRACT SERVICES AGREEMENT
LANDSCAPE ARCHITECTURAL DESIGN SERVICES
CITY PROJECT 00-01
THIS CONTRACT SERVICES AGREEMENT (herein "Agreement"), is made and entered into this
day of , 200_, by and between the CITY OF PALM SPRINGS, a municipal
corporation, (herein "City") and RGA Landscape Architects, Inc., (herein "Contractor"). (The term Contractor
includes professionals performing in a consulting capacity.) 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 a provider of first class work and services and Contractor is experienced in performing the work
and services contemplated herein and, in light of such status 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. For purposes of this Agreement, the phrase
"highest professional standards" shall mean those standards of practice recognized by one or more first-class firms
performing similar work under similar circumstances.
1.2 Contractor's Proposal. The Scope of Service 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
with all 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.
This agreement complies with all existing prevailing wage laws and the City shall pay prevailing wages to
workers in design and preconstruction phases including, but not limited to, inspection and land surveying work
pursuant to Labor Code section 1720.
1.4 Licenses, Permits. Fees and 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 the 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
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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 Farther 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 beyond that specified in the Scope of Services or
make changes by altering, adding to or deducting from said 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 increase in compensation of up to five percent (5%) of the Contract Sum or
$25,000; whichever is less, or in the time to perform of up to one hundred eighty (180) days may be approved by
the Contract Officer. Any greater increases, 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, which
are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated
herein by this reference. In the event of a conflict between the provisions of Exhibit "B" and any other provisions
of this Agreement, the provisions of Exhibit "B" 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 "C" and
incorporated herein by this reference, but not exceeding the maximum contract amount of Eighty-Four Thousand
Three Hundred Dollars ($84,300.00), (herein "Contract Sum"), except as provided in Section 1.8. The method
of compensation may include: (i) a lump sum payment upon completion, (ii) payment in accordance with the
percentage of completion of the services, (iii) payment for time and materials based upon the 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 for attending said meetings.
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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 (1st) 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 "D", 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 Majeure. 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, foes, 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.
3.4 Term. Unless earlier terminated 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:
Ronald Gregory, Principal in Charge
William Kortsch, Administrative & Quality Control Principal
Robert Parker, Design Principal
James Shrope, Irrigation Designer
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
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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 or Assignment. 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, tatting 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.
The City's policy is to encourage the awarding of subcontracts to persons or entities with offices located
within the jurisdictional boundaries of the City of Palm Springs and, if none are available, to persons or entities
with offices located in the Coachella Valley ("Local Subcontractors"). Contractor hereby agrees to use good faith
efforts to award subcontracts to Local Subcontractors, if Local Subcontractors are qualified to perform the work
required. In requesting for the City to consent to a subcontract with a person or entity that is not a Local
Subcontractor, the Contractor shall submit evidence to the City that such good faith efforts have been made or that
no Local Subcontractors are qualified to perform the work. Said good faith efforts may be evidenced by placing
advertisements inviting proposals or by sending requests for proposals to selected Local Subcontractors. The City
may consider Contractor's efforts in determining whether it will consent to a particular subcontractor. Contractor
shall keep evidence of such good faith efforts and copies of all contracts and subcontracts hereunder for the period
specified in Section 6.2.
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
any joint 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, 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. The policy of insurance shall be in an amount not less than
either (i) a combined single limit of$1,000,000 for bodily injury, death and property damage or (ii) bodily injury
limits of $500,000 per person, $1,000,000 per occurrence and $1,000,000 products and completed operations and
property damage limits of$500,000 per occurrence. If the Contract Sum is greater than $100,000, the policy of
insurance shall be in an amount not less than$5,000,000 combined single limit.
(b) Worker's Compensation Insurance. A policy of worker's compensation insurance in
such amount as will Bally 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 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 limits of$500,000 per
person and $1,000,000 per occurrence and property damage liability limits of $250,000 per occurrence and
$500,000 in the aggregate or (ii) combined single limit liability of$1,000,000. Said policy shall include coverage
for owned,non-owned, leased and lured cars.
(d) Additional Insurance. Policies of such other insurance, including professional
liability insurance, as 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, except that the City shall not be named as an additional insured for the
Worker's Compensation Insurance nor the Professional Errors and Omissions Insurance. 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 Contract 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.
All certificates shall name the City as additional insured (providing the appropriate endorsement), be
signed by an authorized agent of the insurer, and shall contain the following "cancellation" notice:
"CANCELLATION: Should any of the above described policies be cancelled before the expiration date
thereof, the issuing company shall mail an advance 30-day written notice to the Certificate holder named
herein."
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 this Section 5.1.
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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 on the part of the City, its officers,
agents or employees but excluding such claims or liabilities arising from the sole 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 claim 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 to the City, its officers, agents or employees, any and all costs and expenses
incurred by the City, its officers, agents 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 an 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 Register, and only if they are of a financial
category Class VII or better, unless such requirements are waived by the City Manager or designee of the City
("City Manager") due to unique circumstances. In the event the City Manager determines that the work or services
to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Contractor
agrees that the minimum ]units of the insurance policies and the performance bond required by this Section 5 may
be changed accordingly upon receipt of written notice from the City Manager or designee; provided that the
Contractor shall have the right to appeal a determination of increased coverage by the City Manager to the City
Council of City within ten(10)days of receipt of notice from the City Manager.
6.0 REPORTS AND RECORDS
6.1 Reports. Contractor shall periodically prepare and subunit to the Contract Officer such
reports concerning the performance of the services required by this Agreement as the Contract Officer shall require.
Contractor hereby acknowledges that the City is greatly concerned about the cost of work and services to be
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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 related thereto and, if Contractor is providing design services, 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 full and free access to such books and
records at all tunes 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 mud 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
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 concerting
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 therefor. 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 or the Contractor's right to
terminate this Agreement without cause pursuant to Section 7.8.
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7.3 Retention of Funds. Contractor hereby authorizes City to deduct from any amount
payable to Contractor (whether or not 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 any right or remedy by a nondefaulting
party on any default shall impair such right or remedy or be constmed as a waiver. A party's consent to or
approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or
render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of
any default must be in writing and shall not be a waiver of any other default concerning the same or 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.
7.7 Liquidated Damaees. 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 Dollars
($0.00) 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 "D"). The City may withhold from 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. Except where the
Contractor has initiated termination, the Contractor shall be entitled to compensation for all services rendered prior
to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in
accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as
provided in Section 7.3. In the event the Contractor has initiated termination, the Contractor shall be entitled to
compensation only for the reasonable value of the work product actually produced hereunder. In the event of
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termination without cause pursuant to this Section, the terminating party need not provide the 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 set-off or partial payment of the amounts owed the City
as previously stated.
7.10 Attorneys' 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 attorney's fees. Attorney's fees shall include attorney's fees on miy appeal, and in addition a
party entitled to attorney's 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 Emmlovees. 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 terns 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 Contract Officer, CITY OF PALM SPRINGS, P.O. Box 2743, Palm Springs, California 92263, 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
FS2a76/099999-X00R160684.2 6114196
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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 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 invalidity 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 WHEREOF, the parties have executed and entered into this Agreement as of the date first
written above.
ATTEST: CITY OF PALM SPRINGS,
a municipal corporation
City Clerk By:
City Manager
APPROVED AS TO FORM:
City Attorney
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CONTRACTOR:
RGA LANDSCAPE ARCHITECTS, INC.
Check one:
Individual _ Partnership Corporation
By:
Signature
(NOTARIZED)
Print Name&Title
By:
Signature
(NOTARIZED)
Print Name&Title
Mailing Address:
74020 Alessandro, Suite E
Palm Desert, CA 92260
(END OF SIGNATURES)
Corporations require two signatures: One from each of the
following: A. Chairman of Board, President, any Vice
President: AND B. Secretary, Assistant Secretary, Treasurer,
Assistant Treasurer,or Chief Financial Officer).
F52276/G9M -M(0/216W4.26114196
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EXHIBIT "A"
SCOPE OF SERVICES
Summary Scope of Services
The Contractor shall provide preliminary, conceptual and final plans, specifications and estimates for the
construction of irrigation, landscaping and lighting improvements within existing raised landscape
medians along two regional thoroughfares: the Gene Autry Trail (State Highway 111) corridor from
Mesquite Avenue to Vista Chino (a distance of 2.5 miles) and along Ramon Road from Vella Road to
San Luis Rey (a distance of 0.5 miles). The Contractor shall develop its preliminary, conceptual and
final plans as provided for by the allowable construction budget of approximately $500,000.
City Deliverables
City staff shall provide the Contractor with available information relating to approved and/or
preliminary parkway landscaping plans from adjacent properties within the project area; shall provide
the Contractor with an AutoCAD R14 drawing file delineating existing rights-of-way, curb, and
landscape medians; and shall provide the Contractor with City "boiler plate" contract specifications.
City staff shall also perform preliminary coordination with Caltrans to determine project constraints, and
to collect relevant information regarding allowable plant palettes and landscaping themes.
Phase 1 -Preliminary Landscape Design Phase
The Contractor shall meet with City of Palm Springs representatives to discuss design possibilities and
budget.
The Contractor shall perform all utility research and coordination (determine electrical and water service
points and connections), and accommodate CalTrans, Southern California Edison and Desert Water
agency requirements as they might relate to the design concept. Coordination with CalTans during the
preliminary landscape design phase will be performed by the City of Palm Springs.
The Contractor shall prepare rendered conceptual plans of representative portions of the median islands
including proposed plant palette, tree and shrub layouts at mature growth, cross sections, aerial key
maps and other media necessary to adequately present the plan.
The Contractor shall prepare a conceptual construction estimate.
The Contractor shall submit to City of Palm Springs staff.
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EXHIBIT "A"
TO CONTRACT SERVICES AGREEMENT
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Phase 2 - Conceptual Plan Phase
The Contractor shall incorporate any modifications requested by City staff during the Conceptual Plan
Phase and a re-submission to City staff and Design Review Board.
The Contractor shall modify the conceptual plans based on the re-presentations to the Design Review
Board for review by Planning Commission Study Session and/or General Planning Commission
meeting. The presentation documents shall be provided as described for the Preliminary Landscape
Design Phase plus additions as deemed necessary for the presentation to the City Commissions. The
Contractor shall attend five (5) meetings; one (1) Design Review Board meeting, two (2) Planning
Commission meetings and two (2) City Council meetings during the Conceptual Plan Phase.
The Contractor shall modify the conceptual construction estimate to incorporate the changes requested
by City staff.
Phase 3 -Final Design Phase
All final plans shall conform to City approved conceptual design plans.
The Contractor shall provide plans, specifications and estimate (PS&E) for irrigation design.
The Contractor shall provide PS&E for planting design, including all plant material in common and
botanical names, quantity and sizes.
The Contractor shall provide PS&E for lighting plan indicating light fixtures, circuiting, panel sizing
and panel locations.
The Contractor shall coordinate PS&E approval with Caltrans, Southern California Edison and Desert
Water Agency, including plan revision and resubmission as necessary to obtain all required approvals,
including issuance of a Caltrans encroachment permit to construct improvements within Caltrans right-
of-way.
The Contractor shall provide a final construction and annual maintenance estimate of costs based on the
final design approved by the City.
The Contractor shall provide specifications in Caltrans standard format.
The Contractor shall present the final plans to the City in AutoCAD R14 format for drawings and the
finals specifications in Microsoft Word 2000 format, using City "boiler plate" specifications for this
project. The Contractor shall attend two (2) meetings; one (1) Planning Commission meeting and one
(1) City Council meeting during the Final Design Phase.
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EXHIBIT "A"
TO CONTRACT SERVICES AGREEMENT
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XA/4 -
EXHIBIT "B"
SPECIAL REQUIREMENTS
Add the following to Section 2.0, Compensation:
Section 2.3 Cost Principles. The Federal Acquisition Regulations in Title 48, CFR 31 are the
governing factors regarding allowable elements of cost.
As specified in Section 5.1 (d), Additional Insurance, the following insurance policy shall be required:
Professional Errors and Omissions Insurance. A policy of Professional Errors and Omissions Insurance
in an amount not less than Five Hundred Thousand Dollars ($500,000.00) per claim and in the
aggregate with respect to loss arising from the actions of the Contractor performing professional
services hereunder on behalf of the City.
Section 5.3, Performance Bond, is deleted.
Add the following to Section 9.0, Miscellaneous Provisions:
Section 9.6 Covenant Against Confineent Fees. The Contractor warrants that it has not employed or
retained any company or person, other than a bona fide employee working for the consultant, to solicit
or secure this agreement, and that it has not paid or agreed to pay any company or person, other than a
bona fide employee, any fee commission, percentage, brokerage fee, gift, or any other consideration,
contingent upon or resulting from the award or formation of this agreement. For breach or violation of
this warranty, the City shall have the right to annul this agreement without liability, or at its discretion
to deduct from the agreement price or consideration, or otherwise recover, the full amount of such fee,
commission, percentage, brokerage fee, gift, or contingent fee.
EXHIBIT "B"
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EXHIBIT "C"
SCHEDULE OF COMPENSATION
Phase 1 - Preliminary Design Phase
Task Lump Sum Fee
1. Kick-off Meeting $ 600.00
2. Initial Concept of Medians with Sections $ 18,350.00
3. Initial Construction Estimate $ 1,800.00
Phase 1 Subtotal $ 20,750.00
Phase 2 - Conceptual Plan Phase
Task Lump Sum Fee
1. Incorporation of Staff Comments into Design
&Resubmission to Design Review Board $ 3,750.00
2. Incorporation of Design Review Board Comments
&Preparation of Rendered Submittal $ 7,750.00
3. Revised Construction Estimate $ 500.00
Phase 2 Subtotal $ 12,000.00
Phase 3 -Final Design Phase
Task Lump Sum Fee
1. Irrigation Design $ 15,000.00
2. Planting Design $ 26,300.00
3. Lighting Plan $ 7,000.00
4. Revised Construction Estimate $ 1,000.00
5. Specifications $ 1,500.00
6. Deliverables (one set of prints, AutoCAD disk
&Specifications disk) $ 750.00
Phase 3 Subtotal $ 51,550.00
TOTAL $ 84,300.00
Lump sum payments shall be made to Contractor upon completion of the individual tasks, or portions
thereof, as noted above. Partial payments of individual tasks shall be limited to a maximum of 50% of
the lump sum fee for such task, until such task is completed.
EXHIBIT "C"
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EXHIBIT "D"
SCHEDULE OF PERFORMANCE
Phase 1 - Preliminary Design Phase - Preliminary landscape plans (irrigation, planting and lighting
plans) for Design Review Board review shall be provided by the Contractor within seven (7) weeks from
Notice to Proceed.
Phase 2 - Conceptual Plan Phase - Revised preliminary landscape plans (irrigation, planting and
lighting plans) for Design Review Board review shall be provided by the Contractor within eight (8)
weeks from Notice to Proceed. City staff shall schedule meetings for Design Review Board, Planning
Commission Study Session, and/or general Planning Commission meetings to commence. The meeting
review process will be as prioritized by City staff with the first meeting to occur within the stated
schedule. Revised conceptual landscape plans for review at subsequent meetings shall be provided by
the Contractor within one (1) week of receipt of City comments.
Phase 3 Final Design Phase - Final landscape plans (irrigation, planting and lighting plans) shall be
provided by the Contractor and submitted for Agency (Caltrans, Edison, and/or Desert Water Agency)
review within six (6) weeks after final approval of the conceptual landscape plans by the City of Palm
Springs. Revised final landscape plans for Agency review shall be provided by the Contractor within
one (1) week of receipt of Agency comments.
EXHIBIT "D"
rsxrz�e WAIIN rz1caea.z cna/% TO CONTRACT SERVICES AGREEMENT
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9
MINUTE ORDER NO.
APPROVING A CONTRACT SERVICES AGREEMENT
WITH RGA LANDSCAPE ARCHITECTS, INC., IN THE
AMOUNT OF $84,300.00 FOR LANDSCAPE
ARCHITECTURAL DESIGN SERVICES, CITY PROJECT
00-01
I HEREBY CERTIFY that this Minute Order approving a contract services agreement with RGA
Landscape Architects, Inc., in the amount of $84,300.00 for landscape architectural design
services, City Project 00-01, was adopted by the City Council of the City of Palm Springs,
California, in a meeting thereof held on the 21st day of February, 2001.
PATRICIA A. SANDERS
City Clerk