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HomeMy WebLinkAbout6/6/2007 - STAFF REPORTS - 2.K. CONSULTING SERVICES AGREEMENT .FACILITY CONSTRUCTION OWNERS REPRESENTATIVE THIS AGREEMENT is made and entered into to be effective this 1st day of June 2007, between the City of Palm Springs, (hereinafter "City") and Allen F. Smoot & Associates (hereinafter referred to as "Consultant"). RECITALS WHEREAS, City desires to retain Consultant to provide certain expertise in representing owners during construction projects as more particularly set forth in the scope of work attached hereto as Exhibit A. WHEREAS, Consultant is qualified by virtue of experience, training, education and expertise to accomplish such services. NOW, THEREFORE, for good and sufficient consideration, the parties agree as follows: Section 1. Scope of Work The scope of work to be performed by Consultant shall consist of those tasks set forth in the attached Exhibit A, which is incorporated herein by reference. Consultant shall carry out the tasks outlined in Exhibit A according to his own means and methods and is subject to City control only as to the end product or final result of the work Section 2. Term This Agreement shall remain in full force and eltect from June 1, 2007 through June 30, 2008. Section 3. Compensation 5318701 3.1 .bate Schedule For services rendered pursuant to this Agreement, Consultant shall be compensated in accordance with the"Schedule of Compensation"attached hereto as Exhibit"B"and incorporated herein by this reference. Although Consultant will perform the majority of his work at the City as that is where the actual construction is occurring,be will also maintain an off site office for purposes of working on City and other non-City related projects. Further, nothing in this Agreement shall preclude Consultant from seeking or carrying out additional work on non-city projects for other clients. 3.2 Method of Payment Consultant shall submit monthly invoices based on total services which have been satisfactorily completed. 3.3 Records of Expenses Consultant shall keep complete and accurate records of all costs and expenses incidental to services covered by this Agreement. 3.4 Benefits Consultant shall not be entitled to receive any other benefits of employment provided to City's regular employees,including,but not limited to,group health or medical benefits, life insurance, and vacation and other leave accruals. 3.5 Deductions Consultant shall be solely responsible for all tax returns and payments required to be filed with or made to any federal, state or local tax authority with respect to Consultant's performance of services and receipt of compensation under this Agreement. Because Consultant is an independent contractor, City shall not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, or obtain worker's compensation insurance on Consultant's behalf. Consultant shall comply with,and agrees to accept exclusive liability for non-compliance with, all applicable state and federal laws, rules and regulations, including,without limitation, obligations such as payment of all taxes, social security, disability and other contributions based on compensation received by Consultant under this Agreement. Consultant hereby agrees to indemnify,hold harmless and defend City against any and all such liability, taxes or contributions, including, without limitation, penalties and interest. Section 4. Independent Contractor 531870 1 The City regards Consultant's services as unique and specialized. It is agreed that Consultant shall act and be an independent contractor and not an employee of the City. The parties acknowledge that Consultant is neither covered by nor subject to the Memoranda of Understanding between the City and its employees or City employment policies. Section 5. Limitations Upon Subcontracting and Assignment The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for City to enter into this Agreement. Consultant shall not sub-contract with any other entity to perform the services required under this agreement. Section 6. Insurance Requirements 6.1 Commencement of Work. Consultant shall not commence work under this Agreement until he has obtained all insurance required and this insurance has been approved by City.All insurance required by this Agreement shall contain a Statement of Obligation on the part of the carrier to notify the City of any material change, cancellation, or termination at least thirty(30) days in advance. 62 Workers'Compensation Insurance.Consultant shall maintain Workers Compensation Insurance in the amount and type required by stale law_ 6.3 Insurance Amounts.Consultant shall maintain the following insurance for the duration of this Agreement_ (a) Comprehensive general liability in an amount of$500,000.00 per occurrence. Insurance companies must be admitted and licensed in California and have a Best's Guide Rating of A-, Class VII or better. (b) Automobile liability in an amount of $500,000.00 per occurrence. Insurance companies must be admitted and licensed in California and have a Best's Guide hating of A-, Class VII or better. (c) Professional liability in an amount of $500,000.00 per occurrence. Insurance companies must be admitted and licensed in California and have a Best's Guide Rating of A-, Class VII or better. Endorsements for the policies under section 6.3(a) & (b) shall designate City as an additional insured. Consultant shall provide to City proof of such additional insured coverage in the form of both certificates of insurance and endorsement forms. Section 7. Indemnification 5118701 The Consultant agrees to indemnify the City, its officers, agents and employees against, and will hold and save them harmless from, any and all actions, suit, claims, damages to persons or property,losses,costs,penalties,obligations,errors,omissions,or liabilities, including paying any legal costs, attorneys fees, or paying any judgment (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 or services of Consultant, its agents, employees, subcontractor, or invitees, provided herein, or arising from the negligent acts or omissions of Consultant hereunder,or arising from Consultants negligent performance of or failure to perform any term,provision, covenant or condition of this .Agreement. City will cause each contractor, their subcontractors and any consultants engaged to provide services for any project for which the Consultant is engaged,to indemnify and hold Consultant hannless from any claims,losses,expenses and damages(including attorney's fees and costs)that may arise from said contractor, subcontractor or consultant activities on the project. Section S. Non-Liability of City Council Members No City Council member shall be personally liable to Consultant in the event of any default or breach by the City, and/or the City, or for any amount, which may become due to Consultant. Consultant's billed time shall be an obligation of the City to the extent permitted by law. Section 9. Compliance with Law Consultant shall comply with all applicable laws, ordinances, codes, and regulations of federal, state, and local government in the performance of the duties, which are the subject of this Agreement. Section 10. Licenses, Permits, Fees and Assessments Consultant shall obtain at its sole cost and expense such licenses,permits and approvals as may be required by law for performance of the services required by this agreement. Section 11. Termination This Agreement may be terminated without cause by City by giving 30 days advance written notice of termination to the Consultant. In the event of termination without cause, Consultant shall be paid on a pro-rata basis for work completed to date. If termination is due to the failure of Consultant to fulfill its obligations under this Agreement,City may take over the work and prosecute the same to completion by contract or otherwise,and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated,provided the City shall use reasonable efforts to mitigate damages. Section 12. Notice 5,118701 All notices shall be personally delivered or mailed to the below listed addresses, or to such other addresses as may be designated by written notice. These addresses shall be for delivery of service of process: To City: David H. Ready City Manager PO Box 2743 Palm Springs, California 92263 To Consultant: Allen F. Smoot Allen F. Smoot& Associates 1288 Buena Vista Palm Springs, CA 92262 Section 13. Entire Agreement This Agreement constitutes the entire understanding and agreement between the parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. IN WITNESS WHEREOF, the parties hereto have executed this Agreement. CITY OF By: David H. Ready City Manager CONSULTANT By: Allen F. Smoot APPROV1 A S TO FORM: B : ,l Ci Attomey ssis�o� EXHIBIT A SCOPE OF SERVICES Consultant shall perform the following Owner Representative services for City: 1. Provide bi-weekly written report, for informational purposes, to City on the status of the project(s). 2. Advise City in the selection of project consultants, i.e. soils, testing, surveying and special inspections. 3. Coordinate the work of the design team. 4. Coordinate the project bidding process with City Procurement& Contracting. 5. Coordinate the project impacts with adjacent neighbors. 6. Coordinate the flow of information between the consultants, design team and the City. 7. Conduct regular meetings with the design team, consultants, contractors and City. 8. Regularly review progress and schedule and for informational purposes, provide a report to City. 9. Regularly review project budget and for informational purposes,provide a report to City. 10. Make daily visits to the construction site to review progress and handle onsite coordination concerns. Review all changes (Change Orders)to the project scope, schedule and budget. 11. Review all pay requests and make recommendations to City. 12. Review all lien releases. l3. For federally funded projects complete and submit the weekly progress report; Federal Form 5370-1. 14. Continually work to build a mutually supportive team effort. 5318701 EXHIBIT `B" SCHEDULE OF COMPENSATION Consultant shall he compensated monthly based on the following: Monthly Rate Schedule: On all construction projects that are assigned to consultant for owner representative services Consultant shall be paid a flat monthly rate of$15,500 commencing on the date that the City Comicil awards the construction contract for the specific project and shall continue for sixty(60) days following the recording of the Notice of Completion for the project. Hourly Rate Schedule: For pie-construction services the Consultant shall be paid an hourly rate of$112 per hour for all work performed at the request of City. Rate Adjustment: For both of the above rates, they shall be adjusted on each one year anniversary of this Agreement based on the previous years CPJ. 5,11870 1 CONSULTING SERVICES AGREEMENT FACILITY CONSTRUCTION OWNERS RL'PRESErNTATIVE THIS AGREEMENT is made and entered into to be effective this Ist day of June 2007, between the City of Palm Springs, (hereinafter "City") and Allen F. Smoot & Associates (hereinafter referred to as "Consultant"). RECITALS WHEREAS, City desires to retain Consultant to provide certain expertise in representing owners during construction projects as more particularly set forth in the scope of work attached hereto as Exhibit A. WHEREAS, Consultant is qualified by virtue of experience, training, education and expertise to accomplish such services. NOW, THEREFORE, for good and sufficient consideration, the parties agree as follows: Section 1. Scope of Work The scope of work to be performed by Consultant shall consist of those tasks set forth in the attached Exhibit A, which is incorporated herein by reterencc. Consultant shall carry out the tasks outlined in Exhibit A according to his own means and methods and is subject to City control only as to the end product or final result of the work Section 2. Term This Agreement shall remain in full force and effect from June 1, 2007 through June 30, 2008. Section 3. Compensation i3I$701 1�� 2- , 1�J i 51✓n � aeEIF-ti+FJTI 1. 3.1 Rate Schedule For services rendered pursuant to this Agreement, Consultant shall be compensated in accordance with the"Schedule of Compensation"attached hereto as Exhibit"B"and incorporated herein by this reference. Although Consultant will perform the majority of his work at the City as that is where the actual construction is occurring,he will also maintain an off-site office for purposes of working on City and otber non-City related projects. Further, nothing in this Agreement shall preclude Consultant from seeking or carrying out additional work on non-city projects for other clients. 3.2 Method ofPaynxent Consultant shall submit monthly invoices based on total services which have been satisfactorily completed. 3.3 Records of Expenses Consultant shall keep complete and accurate records of all costs and expenses incidental to services covered by this Agreement, 3.4 Benefits Consultant shall not be entitled to receive any other benefits of employment provided to City's regular employees,including,but not limited to,group health or medical benefits, life insurance, and vacation and other leave accruals. 3.5 Deductions Consultant shall be solely responsible for all tax returns and payments required to be filed witlt or made to any federal, state or local tax authority with respect to Consultant's performance of services and receipt of compensation under this Agreement. Because Consultant is an independent contractor, City shall not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, or obtain worker's compensation insurance on Consultant's behalf. Consultant shall comply with,and agrees to accept exclusive liability for non-compliance with, all applicable state and federal laws, rules and regulations, including,without limitation, obligations such as payment of all taxes, social security, disability and other contributions based on compensation received by Consultant under this Agreement. Consultant hereby agrees to indemnify,hold harmless and defend City against any and all such liability, taxes or contributions, including, without limitation, penalties and interest. Section 4. Independent Contractor $118701 The City regards Consultant's services as unique and specialized. It is agreed that Consultant shall act and be an independent contractor and not an employee of the City. The parties acknowledge that Consultant is neither covered by nor subject to the Memoranda of Understanding between the City and its employees or City employment policies. Section 5. Limitations Upon Subcontracting and Assignment The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for City to enter into this Agreement. Consultant shall not sub-contract with any other entity to perform the services required under this agreement. Section 6. Insurance Requirements 6.1 Commeucement of Work.Consultant shall not commence work under Us Agreement until he has obtained all insurance required and this insurance has been approved by City.All insurance required by this Agreement shall contain a Statement of Obligation on the part of the carrier to notify the City of any material change, cancellation, or termination at least tlurty(30) days in advance. 6.2 Workers'Compensation Insurance. Consultant shall maintain Workers Compensation Insurance in the amount and type required by state law. 6.3 Insurance Aanounts.Consultant shall maintain the following insurance for the duration of this Agreement: (a) Comprehensive general liability in an amount of$500,000.00 per occurrence. Insurance companies must be admitted and licensed in California and have a Best's Guide Rating of A-, Class VII or better. (b) Automobile liability in an amount of $500,000.00 per occurrence. Insurance companies must be admitted and licensed in California and have a Best's Guide Rating of A-, Class VII or better. (c) Professional liability in an amount of $500,000.00 per occurrence. Insurance companies must be admitted and licensed in California and have a Best's Guide Rating of A-, Class VII or better. Endorsements for the policies under section 6.3(a) & (b) shall designate City as an additional insured. Consultant shall provide to City proof of such additional insured coverage in the form of both certiCicates of insurance and endorsement forms. Section 7. Iudemnification 5118701 The Consultant agrees to indemnify the City, its officers, agents and employees against, and will hold and save them harmless from, any and all actions, suit, claims, damages to persons or property,losses,costs,penalties,obligations,errors,omissions,or liabilities, including paying any legal costs, attorneys fees, or paying any judgment (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 or services of Consultant, its agents, employees, subcontractor, or invitees, provided herein, or arising from the negligent acts or omissions of Consultant hereunder,or arising from Consultants negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement. City will cause each contractor, their subcontractors and any consultants engaged to provide services for any project for which the Consultant is engaged,to indemnify and hold Consultant harmless from any claims,losses,expenses and damages(including attorney's fees and costs)that may arise from said contractor, subcontractor or consultant activities on the project. Section S. Non-Liability of City Council Members No City Council member shall be personally liable to Consultant in the event of any default or breach by the City, and/or the City, or for any amount, which may become due to Consultant. Consultant's billed time shall be an obligation of the City to the extent permitted by law. Section 9. Compliance with Law Consultant shall comply with all applicable laws, ordinances, codes, and regulations of federal, state, and local government in the performance of the duties, which are the subject of this Agreement. Section 10. Licenses,Permits,Fees and Assessments Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for performance of the services required by this agreement Section 11. Termination Thus Agreement maybe temiinated without cause by City by giving 30 days advance written notice of termination to the Consultant. In the event of termination without cause,Consultant shall be paid on a pro-rata basis for work completed to date. If termination is due to the failure of Consultant to fulfill its obligations under this Agreement, City may take over the work and prosecute the same to completion by contract or otherwise,and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated,provided the City shall use reasonable efforts to mitigate damages. Section 12. Notice 53187U 1 All notices shall be personally delivered or mailed to the below listed addresses,or to such other addresses as may be designated by written notice. These addresses shall be for delivery of service of process: To City: David H. Ready City Manager PO Box 2743 Palm Springs, Califomia 92263 To Consultant: Allen F_ Smoot Allen F. Smoot&Associates 1288 Buena Vista Palm Springs, CA 92262 Section 13. Entire Agreement This Agreement constitutes the entire understanding and agreement between the parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. IN WITNESS WHEREOF, the parties hereto have executed this Agreement. CITY OF By: David H. Ready City Manager CONSULTANT By: Allen F. Smoot APPROVED AS TO FORM: By: City Attomey 531870 1 EXIIIBIT A SCOPE OF SERVICES Consultant shall perform the following Owner Representative services for City: 1. Provide bi-weekly written report, .for informational purposes, to City on the status of the project(s). 2. Advise City in the selection of project consultants, i.e. soils, testing, surveying and special inspections. 3. Coordinate the work of the design team. 4. Coordinate the project bidding process with City Procurement& Contracting. 5. Coordinate the project impacts with adjacent neighbors. 6. Coordinate the flow of information between the consultants, design team and the City. 7. Conduct regular meetings with the design team, consultants, contractors and City. 8. Regularly review progress and schedule and for informational purposes,provide a report to City. 9. Regularly review project budget and for informational purposes, provide a report to City. 10. Make daily visits to the construction site to review progress and handle onsite coordination concerns. Review all changes (Change Orders) to the project scope, schedule and budget. 11. Review all pay requests and make recommendations to City. 12. Review all lien releases. 13. For federally funded projects complete and submit the weekly progress report; Federal Form 5370-1. 14. Continually work to build a mutually supportive team effort.. 5,31870 1 EXHIBIT "B" SCHEDULE OF COMPENSATION Consultant shall be compensated monthly based on the following: Monthly Rate Schedule: On all construction projects that are assigned to consultant for owner representative services Consultant shall be paid a flat monthly rate of$15,500 commencing on the date that the City Council awards the construction contract for the specific project and shall continue for sixty (60) days following the recording of the Notice of Completion for the project. Hourly Rate Schedule: For pre-construction services the Consultant shall be paid an hourly rate of$132 per hour for all work performed at the request of City. Rate Adjustment: For both of the above rates,they shall be adjusted on each one year anniversary of this Agreement based on the previous years CFI. 531370.1 I i i I QPAIM SA c V N y x C`oaaxe.w'"'"qF CITY COUNCIL STAFF REPORT DATE. June 6, 2007 Consent Agenda SUBJECT: CITY CONSTRUCTION PROJECTS — OWNER REPRESENTATIVE FROM: David H. Ready, City Manager BY: City Manager SUMMARY This action would result in the selection of a consultant to provide Owner Representative Services for City facility construction projects and authorize the City Manager to enter into a one year contract, with annual renewals for a total of five years in accordance with the Solicitation for Qualifications. RECOMMENDATION: 1) Select as the most qualified firm under Notice Inviting Statements of Qualifications (SOQ 10-07) Allen F. Smoot & Associates as the Owner Representative for City facility construction projects for up to a five annual year periods (including a 30 day "cancellation for convenience" provision); 2) Adopt Minute Order No. , approving a Consulting Services Agreement with Allen F. Smoot & Associates, for Facility Construction Owner Representative Services; and 3) Authorize the City Manager to execute all necessary documents for up to five years of consulting services. STAFF ANALYSIS: In an effort to minimize the potential for problems in carrying out City Facility Construction projects similar to what recently occurred on the Airport Hold Room project, the Procurement and Contracting office circulated a Notice Inviting Statements of Qualifications (SOO 10.07) seeking firms interested in providing Owner Representative Services. The process to find the consultant has been formatted so as to meet the Consultant Selection requirements of the FAA so that the selected firm could also provide services at the Airport, and costs would be reimbursable under Federal grants. Statements of Qualifications were due at 2:00 p.m. on May 21, 2007. The following firms submitted their qualifications for consideration: Item No. 2. f�,(� . City Council Staff Report June 6, 2007 — Page 2 SOO 10-07—Owner Representative John Trueblood Lungren Management Corp. Allen F. Smoot &Associates VANIR The submittals were evaluated by an evaluation committee representing the City Manager's office, the Airport and Public Works. The evaluation committee's recommended firm, as the most qualified, is Allen F. Smoot &Associates. The proposed actions before the City Council are to accept the selection committee's recommendation and find that Allen F. Smoot & Associates is the most qualified firm under the SOQ 10-07 submittal review process; approve the contract in the CaIPERS format and authorize the City Manager to enter into said contract(s) to cover a period of up to five (5) years. FISCAL IMPACT: The fees paid under the proposed contract will be paid from the various construction project budgets. The proposed monthly ($15,500) and hourly rate is comparable to previous contracts in which the city has used for similar type work on other construction projects. Moreover, the monthly billings of the former contractor for this project ranged from $23,000 to over $50,000. In cases where Federal Grants are involved, 95% or the costs will be reimbursable from the grants. The initial project assignment will be at the Airport to finish up the Hold Room project and will be paid out of Airport account 415-6500-56082. David H. Ready, City na Attachments: 1. Minute Order 2. Contract MINUTE ORDER NO. APPROVING A CONSULTING SERVICES AGREEMENT WITH ALLEN F. SMOOT & ASSOCIATES, IN A FORM APPROVED BY THE CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM, FOR FACILITY CONSTRUCTION OWNER REPRESENTATIVE SERVICES, AND AUTHORIZING THE CITY MANAGER TO EXECUTE ALL NECESSARY DOCUMENTS FOR UP TO FIVE YEARS OF CONSULTING SERVICES. I, James Thompson, City Clerk of the City of Palm Springs, hereby certify that this Minute Order approving a consulting services agreement with Allen F. Smoot & Associates, in a form approved by the California Public Employees Retirement System, for Facility Construction Owner Representative services, and authorizing the City Manager to execute all necessary documents for up to five years of consulting services, was adopted by the City Council of the City of Palm Springs, California, in a meeting thereof held on the 6th day of June, 2007. James Thompson, City Clerk i i CONSULTING SERVICES AGREEMENT FACILITY CONSTRUCTION OWNERS REPRESENTATIVE THIS AGREEMENT is made and entered into to be effective this 1st day of June 2007, between the City of Palm Springs, (hereinafter "City") and Allen R Smoot & Associates (hereinafter referred to as "Consultant"). RECITALS WHEREAS, City desires to retain Consultant to provide certain expertise in representing owners during construction projects as more particularly set forth in the scope of work attached hereto as Exhibit A. WHEREAS, Consultant is qualified by virtue of experience, training, education and expertise to accomplish such services. NOW, THEREFORE, for good and sufficient consideration, the parties agree as follows: Section 1. Scope of Work The scope of work to be performed by Consultant shall consist of those tasks set forth in the attached Exhibit A, which is incorporated herein by reference. Consultant shall carry out the tasks outlined in Exhibit A according to his own means and methods and is subject to City control only as to the end product or final result of the work. Section 2, Term This Agreement shall remain in full force and effect from June 1, 2007 through June 30, 2008, and the Consultant and City Manager may extend this Agreement in writing for up to four additional one year terms, subject to the City Council appropriating sufficient funds to fund the services required under this Agreement for each extension thereof. Section 3. Compensation 3.1 For services rendered pursuant to this Agreement, Consultant shall be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit "B" and incorporated herein by this reference. All payment invoices shall evidence compliance with this Schedule of Compensation, Exhibit B. Although Consultant will perform the majority of his work at the City as that is where the actual construction is occurring, he will also maintain an off-site office for purposes of working on City and other non-City related projects. Further, nothing in this Agreement shall preclude Consultant from seeking or carrying out additional work on non-city projects for other clients. 3.2 Consultant shall submit monthly invoices based on total services which have been satisfactorily completed. gi�tl70 I 3.3 Consultant shall keep complete and accurate records of all costs and expenses incidental to services covered by this Agreement. 3.4 Consultant shall not be entitled to receive any other benefits of employment provided to City's regular employees, including, but not limited to, group health or medical benefits, life insurance, and vacation and other leave accruals- 3-5 Consultant shall be solely responsible for all tax returns and payments required to be filed with or made to any federal, state or local tax authority with respect to Consultant's performance of services and receipt of compensation under this Agreement. Because Consultant is an independent contractor, City shall not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, or obtain worker's compensation insurance on Consultant's behalf. Consultant shall comply with, and agrees to accept exclusive liability for non-compliance with, all applicable state and federal laws, rules and regulations, including, without limitation, obligations such as payment of all taxes, social security, disability and other contributions based on compensation received by Consultant under this Agreement. Consultant hereby agrees to indemnify, hold harmless and defend City against any and all such liability, taxes or contributions, including, without limitation, penalties and interest. Section 4. Independent Contractor The City regards Consultant's services as unique and specialized. It is agreed that Consultant shall act and be an independent contractor and not an employee of the City. The parties acknowledge that Consultant is neither covered by nor subject to the Memoranda of Understanding between the City and its employees or City employment policies. Section 5. Limitations Upon Subcontracting and Assignment The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for City to enter into this Agreement. Consultant shall not sub-contract with any other entity to perform the services required under this agreement. Section 6. Insurance Requirements 6.1 Commencement of Work. Consultant shall not commence work under this Agreement until he has obtained all insurance required and this insurance has been approved by City. All insurance required by this Agreement shall contain a Statement of Obligation on the part of the carrier to notify the City of any material change, cancellation, or termination at least thirty (30) days in advance. i31870,1 6.2 Workers' Compensation Insurance. Consultant shall maintain Workers Compensation Insurance in the amount and type required by state law. 6.3 Insurance Amounts. Consultant shall maintain the following insurance for the duration of this Agreement: (a) Comprehensive general liability in an amount of $500,000.00 per occurrence. Insurance companies must be admitted and licensed in California and have a Best's Guide Rating of A-, Class VI or better. (b) Automobile liability in an amount of $500,000.00 per occurrence. Insurance companies must be admitted and licensed in California and have a Best's Guide Rating of A-, Class VII or better. 6.4 Endorsements for the policies under section 6.3(a) & (b) shall designate City as an additional insured. Consultant shall provide to City proof of such additional insured coverage in the form of both certificates of insurance and endorsement forms. Section 7. Indemnification 7.1 Consultant agrees to and shall indemnify, defend, hold harmless City and its officers, agents, and employees from and against all liability, claims, losses, and demands, damages to property or injuries to or death of any person or persons, including property of the City, including defense costs(together, "Claims"), whether resulting from court action or otherwise, resulting from, related in any manner to, or arising out of the intentional, malicious, negligent acts, inactions, errors, or omissions of Consultant, or its officers, employees, and agents in the performance of this Agreement. 7.2 City agrees to indemnify and hold harmless Consultant from all Claims, including defense costs, whether resulting from court action or otherwise, arising out of the sole intentional or grossly negligent acts or omissions of City and its officers, agents, or employees in the performance of this Agreement. 7.3 City will cause each contractor,their subcontractors and any consultants engaged to provide services for any project for which the Consultant is engaged,to indemnify and hold Consultant harmless from any claims, losses, expenses, and damages (including attorney's fees and costs)that may arise from said contractor, subcontractor, or consultant activities on the project. Section 8. Non-Liability of City Council Members No City Council member shall be personally liable to Consultant in the event of any default or breach by the City, and/or the City, or for any amount, which may become due to Consultant. Consultant's billed time shall be an obligation of the City to .the extent permitted by law. 531 b70.1 Section 9. Compliance with Law Consultant shall comply with all applicable laws, ordinances, codes, and regulations of federal, state, and local government in the performance of the duties,which are the subject of this Agreement. Section 10. Licenses, Permits, Fees and Assessments Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for performance of the services required by this agreement. Section 11. Termination 11.1 City and Consultant each reserve the right to terminate this Agreement at any time, without cause, upon fifteen (15) days' written notice to the other party. Upon receipt of a notice of termination without cause, Consultant shall immediately cease all Services under this Agreement except as may be specifically approved and delineated by City Manager. Consultant shall be entitled to compensation for all Services rendered priorto receipt of the notice of termination and for any Services authorized by the City Manager after the notice in accordance with the compensation provisions of this Agreement and Schedule of Compensation, Exhibit 13, or another arrangement for compensation as may be approved by the City Manager in writing. 11.2 City reserves the express right to terminate this Agreement for cause due to the default (as defined in Paragraph 17 below) by Consultant in its performance obligations under this Agreement. City may in any notice of default advise Consultant it also intends to terminate the Agreement for cause. The notice of default from City shall advise Consultant if City intends to elect to terminate the Agreement and in the event Consultant shall immediately cease performance and provision of Services under this Agreement as of the date the notice of default is received or deemed received, whichever is earlier. In the event of termination, City may, but is not required, to take over the work and prosecute the same to completion by contract or otherwise. Also, in the event of termination for cause, Consultant shall be liable to the extent that the total cost for completion of the Consultant Services required under this Agreement exceeds the compensation stipulated in this Agreement (provided that the City shall use reasonable efforts to mitigate damages), and City expressly reserves the right to withhold any outstanding payments to the Consultant forthe purpose of set off or partial payment of the amounts owed the City as previously set forth in this Agreement. Section 12. Notice All notices shall be personally delivered or mailed to the below listed addresses, orto such other addresses as may be designated by written notice. These addresses shall be for delivery of service of process: 531870.1 To City: David H. Ready City Manager PO Box 2743 Palm Springs, California 92263 To Consultant: Allen F. Smoot Allen R Smoot & Associates 1288 Buena Vista Palm Springs, CA 92262 Section 13. Entire Agreement This Agreement constitutes the entire understanding and agreement between the parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. IN WITNESS WHEREOF, the parties hereto have executed this Agreement. City of Palm Springs By: David H. Ready City Manager Consultant By: Allen F. Smoot APPRO S TO FORM: ATTEST: By: \ ✓���G���� By: City Attorney City Clerk 511670.1 EXHIBIT A SCOPE OF SERVICES Consultant shall perform the following Owner Representative services for City: 1. Provide bi-weekly written report, for informational purposes, to City on the status of the project(s). 2. Advise City in the selection of project consultants, i.e. soils, testing, surveying and special inspections. 3. Coordinate the work of the design team. 4. Coordinate the project bidding process with City Procurement & Contracting. 6. Coordinate the project impacts with adjacent neighbors. 6. Coordinate the flow of information between the consultants, design team and the City. 7. Conduct regular meetings with the design team, consultants, contractors and City. 8. Regularly review progress and schedule and for informational purposes, provide a report to City. 9. Regularly review project budget and for informational purposes, provide a report to City. 10. Make daily visits to the construction site to review progress and handle onsite coordination concerns. Review all changes (Change Orders) to the project scope, schedule and budget. 11. Review all pay requests and make recommendations to City. 12. Review all lien releases. 13. For federally funded projects complete and submit the weekly progress report; Federal Form 5370-1. 14. Continually work to build a mutually supportive team effort. 531 S70.1 EXHIBIT "B" SCHEDULE OF COMPENSATION Consultant shall be compensated monthly based on the following: Monthly Rate Schedule: On all construction projects that are assigned to consultant for owner representative services Consultant shall be paid a flat monthly rate of $15,500 commencing on the date that the City Council awards the construction contract for the specific project and shall continue for sixty (60) days following the recording of the Notice of Completion for the project. Hourly Rate Schedule: For pre-construction services the Consultant shall be paid an hourly rate of$132 per hour for all work performed at the request of City. Rate Adjustment: For both of the above rates, they shall be adjusted on each one year anniversary of this Agreement based on the previous years CPL 531870 1