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A8533 - NORTH WIND RESOURCING CONSULTING, LLC
CITY OF PALM SPRINGS PROFESSIONAL SERVICES AGREEMENT ON-CALL ARCHITECTURAL HISTORIAN SERVICES THIS PROFESSIONAL SERVICES AGREEMENT (hereinafter "Agreement") is made and entered into, to be effective this 2J day of 20 by and between the CITY OF PALM SPRINGS, a California charter city and municipal corporation, (hereinafter referred to as "City") and'North Wind Resource Consulting,LLC,(hereinafter referred to as"Consultant"). City and Consultant are sometimes hereinafter individually referred to as"Party"and are hereinafter collectively referred to as the"Parties." RECITALS A. City has determined that there is a need for As-Needed, "On-Call"Architectural Historian Services for a variety of future historic resource-related projects, (hereinafter the"Project"). B: Consultant has submitted to City a proposal to provide As-Needed, "On-Call" Architectural Historian Services for a variety of future historic resource-related projects to City pursuant to the terms of this Agreement. C. Consultant is qualified by virtue of its experience, training, education, reputation, and expertise to provide these services and has agreed to provide such services as provided herein. D. City desires to retain Consultant to provide such professional services. NOW,THEREFORE, in consideration of the promises and mutual obligations, covenants, and conditions contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged,the Parties agree as follows: 1.0 SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant agrees to perform the professional services set forth in the Scope of Services described in Exhibit "A," which is attached hereto and is incorporated herein by reference (hereinafter referred to as the"Services"or"Work"). As a material inducement to the City entering into this Agreement,Consultant represents and warrants that this Agreement requires specialized skills and abilities and is consistent with this understanding, Consultant is a provider of first class work and professional services and that Consultant is experienced in performing the Work and Services contemplated herein and, in light of such status and experience, Consultant covenants that it shall follow the highest professional standards in performing the Work and Services required hereunder. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized as high quality among well-qualified and experienced professionals performing similar work under similar circumstances. 1.2 Contract Documents. The Agreement between the Parties shall consist of the following: (1) this Agreement; (2)the Scope of Services; (3) the City's Request for Proposals; and, (4) the Consultant's signed, original proposal submitted to the City ("Consultant's Proposal"), (collectively referred to as the "Contract Documents"). The City's Request for Proposals and the Consultant's Proposal, which are both attached as Exhibits `B" and "C", respectively, are incorporated by reference 1-31-18 55575.18 1 00\328435 80.2 and are made a part of this Agreement. The Scope of Services shall include the Consultant's Proposal. All provisions of the Scope of Services, the City's Request for Proposals and the Consultant's Proposal shall be binding on the Parties. Should any conflict or inconsistency exist in the Contract Documents, the conflict or inconsistency shall be resolved by applying the provisions in the highest priority document, which shall be determined in the following order of priority: (1st)the terms of this Agreement; (2"d) the provisions of the Scope of Services (Exhibit "A"); as may be amended from time to time; (3`d) the provisions of the City's Request for Proposal (Exhibit"B"1; and, (0) the provisions of the Consultant's - Proposal (Exhibit"C"l. 1.3 Compliance with Law. Consultant warrants that all Services rendered hereunder shall be performed in accordance with all applicable federal, state, and local laws, statutes, and ordinances and all lawful orders, rules, and regulations promulgated thereunder, including without limitation all applicable Cal/OSHA requirements. 1.4 Licenses, Permits, Fees and Assessments. Consultant represents and warrants to City that it has obtained all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession and perform the Work and Services required by this Agreement. Consultant represents and warrants to City that Consultant shall,at its sole cost and expense,keep in effect at all times during the term of this Agreement, any license,permit, qualification,or approval that is legally required for Consultant to perform the Work and Services under this Agreement. Consultant shall have the sole obligation to pay for any fees,assessments,and taxes,plus applicable penalties and interest,which may be imposed by law and arise from or are necessary for the Consultant's performance of the Work and Services required by this Agreement, 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 Task Orders or Purchase Orders under this Agreement, Consultant warrants that Consultant(a)has thoroughly investigated and considered the Scope of Services to be performed, (b) has carefully considered how the Services should be performed, and (c) fully understands the facilities, difficulties, and restrictions attending performance of the Services under any accepted Task Order or Purchase Order. If the Services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of any Services hereunder. Should the Consultant discover any latent or unknown conditions that will materially affect the performance of the Services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the City. 1.6 Care of Work. Consultant shall adopt commercially reasonable methods during the term of the Agreement to furnish continuous protection to the Work and the equipment, materials, papers, documents, plans, studies, and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages,to persons or property, until acceptance of the Work by the City, except such losses or damages as may be caused by City's own negligence. 1.7 Standard of Care. Services shall be performed in accordance with the standard of professional practice ordinarily exercised by the applicable profession at the time and within the locality where the Services are performed. 1-31-18 55575.18100\32843580.2 1.8 Further Responsibilities of Parties. Both Parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both Parties agree to act in good faith to execute all instruments,prepare all documents,and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. 1.9 Performance of Services. City Manager or Director of Planning Services as provided in Section 2.1 of this Agreement, shall have the right at any time during the term of this Agreement to order the performance of services as generally described in the Scope of Services to perform extra or additional work beyond that specified in the Scope of Services or make changes by altering, adding to, or deducting from such Work. No Work may be undertaken unless a written order is first given by the City Manager or the Director of Planning Services to the Consultant, incorporating therein the identification and description of the Work to be performed, a separate maximum or not to exceed amount for such Work, and the time to perform this change to this Agreement. 1.10 Safety. Consultant has established and maintains corporate programs and procedures for the safety of its employees. Unless specifically included as a service to be provided under this Agreement, Consultant specifically disclaims any authority or responsibility for general job site safety and safety of persons other than Consultant's employees sub Consultants, contractors, and agents . If City has site- specific training requirements for access to City-owned or operated work sites,City shall notify Consultant prior to commencement of work to arrange appropriate training of Consultant personnel. 1.11 Access. City shall provide Consultant access to any and all premises necessary for Consultant to provide the Services contemplated under the Agreement. 1.12 Unauthorized Aliens. Consultant hereby represents and warrants that it will comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of any work and/or services under this Agreement,and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to reimburse City for any and all liabilities, actions, suits, claims, demands,losses,costs,judgments,arbitration awards,settlements,damages,demands,orders,or penalties which arise out of or are related to such employment,together with any and all costs, including reasonable attorneys'fees, incurred by City. 2.0 COMPENSATION 2.1 Maximum Contract Amount. City and Consultant hereby acknowledge and agree that the scope of services required by this Agreement will vary dependent upon the number, type, and extent of the services or work the Consultant shall provide; and no guarantee of the extent or the type of services required of Consultant under the terms of this Agreement is made by the City. The annual level of services required by this Agreement is unknown and may significantly increase or decrease from year to year. In acknowledgement of the fact that the number and type of projects requiring the Consultant's services has not been identified for this contract, City and Consultant hereby acknowledge and agree that a specific "Maximum Contract Sum"shall be imposed on each separate project that the City may assign Consultant as provided in Section 1.8 and in this Section 2.1. Each such separate project shall be identified as a Task Order, or a Purchase Order authorized by the Director of Planning Services or the City Manager as provided in this Section 2.1. For the services rendered pursuant to this Agreement, the Consultant shall 1-31-18 55575.18100\32843580.2 be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit "D" and incorporated herein by this reference. The method of compensation may include: (i) a lump sum payment upon completion, (ii) payment for time and materials based upon the Consultant's Schedule of Hourly Billing Rates as shown on Exhibit "D", or (iii) such other methods as may be specified in the Schedule of Compensation. Compensation shall .include reimbursement for actual and necessary expenditures for reproduction costs, telephone expense,transportation expense,and all other necessary expenditures required to perform the professional services under this Agreement. Compensation shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City; Consultant shall not be entitled to any additional compensation for attending said meetings. Consultant 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 Consultant anticipates, and that Consultant shall not be entitled to additional compensation therefore. It is expressly agreed that the maximum contract amount of this Agreement is undefined and is subject to the number and type of projects requiring the Consultant's services throughout the duration of the term of this Agreement, if any. Consultant shall be entitled to compensation in accordance with separate City authorized "Task Orders" (Purchase Orders) with corresponding Not-to-Exceed payment amounts established pursuant to the Consultant's Schedule of Hourly Billing Rates as shown on Exhibit "D". Consultant's compensation shall be limited to the amount identified on each separate, individually authorized Task Order corresponding to a project requiring the services of the Consultant. By approval of this Agreement,the City Council hereby authorizes the subsequent approval of individual Task Orders(Purchase Orders)in those amounts sufficient to cover the cost of required services (pursuant to Schedule"D") necessary for the projects. Subject to existing cost limits established by municipal code. 2.2 Method of Payment. Unless some other method of payment is specified in the Schedule of Compensation (Exhibit "D"), in any month in which Consultant wishes to receive payment, no later than the tenth (10)working day of such month, Consultant shall submit to the City, in a form approved by the City's Finance Director,an invoice for services rendered prior to the date of the invoice. Such requests shall be based upon the amount and value of the services performed by Consultant and accompanied by such reporting data including an itemized breakdown of all costs incurred and tasks performed during the period covered by the invoice, as may be required by the City. City shall use reasonable efforts to make payments to Consultant within forty-five (45) days after receipt of the invoice or a soon thereafter as is reasonably practical. There shall be a maximum of one payment per month. 2.3 Changes in Scope. In the event any change or changes in the Scope of Services is requested by the City, the Parties shall execute a written amendment to this Agreement, setting forth with particularity all terms of such amendment, including, but not limited to, any additional professional fees. An amendment may be entered into: (a) to provide for revisions or modifications to documents or other work product or work when documents or other work product or work is required by the enactment or revision of law subsequent to the preparation of any documents, other work product, or work; and/or (b) to provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Consultant's profession. 2.4 Appropriations. This Agreement is subject to and contingent upon funds being appropriated therefore by the Palm Springs City Council for each fiscal year covered by the Agreement. If such appropriations are not made, the City Manager may terminate this Agreement as provided in 1-31-I8 55575.18100\32843580.2 Section 8.3 of this Agreement; otherwise, there shall be no funding for any work or services and Consultant shall not be entitled to payment for any work or services that Consultant may provide. 3. SCHEDULE OF PERFORMANCE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. The time for completion of the services to be performed by Consultant is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently the Work of this Agreement according to the agreed upon Schedule of Performance for each Task Order. 3.2 Schedule of Performance. Consultant 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. When requested by Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer, but such extensions shall not exceed one hundred eighty (180) days cumulatively; however, the City shall not be obligated to grant such an extension. 3.3 Force Maieure. The time period(s) specified in the Schedule of Performance for performance of the Services rendered 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 Consultant (financial inability excepted), including,but not limited to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, and/or acts of any governmental agency, including the City, if Consultant, within ten (10) days of the commencement of such delay, notifies the City Manager in writing of the causes of the delay. The City Manager shall ascertain the facts and the extent of delay, and extend the time for performing the Services for the period of the enforced delay. when and if in the judgment of the City Manager such delay is justified. The City Manager's determination shall be final and conclusive upon the Parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of the Agreement pursuant to this section. 3.4 Term. Unless earlier terminated under the terms of this Agreement, this Agreement shall continue in full force and effect for three (3) years. At the sole discretion of the City Manager, upon written notice to Consultant and mutual agreement, the tern of this Agreement may be extended for two (2) additional one (1) year terms. 4. COORDINATION OF WORK 4.1 Representative of Consultant. The following principal of Consultant is hereby designated as being the principal and representative of Consultant authorized to act in its behalf with respect to the Services to be performed under this Agreement and make all decisions in connection therewith: Jace Fahnestock. It is expressly understood that the experience, knowledge, education, capability,expertise, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services performed hereunder. The foregoing principal may not be changed by Consultant without prior written approval of the Contract Officer. 1-31-18 55575.181032843580.2 4.2 Contract Officer. The Contract Officer shall be such person as may be designated by the City Manager of City and is subject to change by the City Manager. It shall be the Consultant's responsibility to ensure that the Contract Officer is kept fully informed of the progress of the performance of the Services, and the Consultant 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 Assignments. The experience, knowledge, capability, expertise, and reputation of Consultant, its principals and employees, were a substantial inducement for City to enter into this Agreement. Therefore, a Party shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, voluntarily or by operation of law, without the prior written consent of the other Party. Consultant shall not contract with any other entity to perform the Services required under this Agreement without the prior written consent of City. If Consultant is permitted to subcontract any part of this Agreement by City, Consultant shall be responsible to City for the acts and omissions of its subConsultant(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subConsultant and City. All persons engaged in the Work will be considered employees of Consultant. City will deal directly with and will make all payments to Consultant. In addition,neither this Agreement nor any interest 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 consent 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 Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release Consultant or any surety of Consultant from any liability hereunder without the express written consent of City. 4.4 Independent Consultant. A. The legal relationship between the Parties is that of an independent Consultant,and nothing herein shall be deemed to make Consultant a City employee. During the performance of this Agreement, Consultant and its officers, employees, and agents shall act in an independent capacity and shall not act as City officers or employees. The personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Neither City nor any of its officers, employees, or agents shall have control over the conduct of Consultant or any of its officers, employees, or agents, except as set forth in this Agreement. Consultant, its officers, employees, or agents shall not maintain an office or any other type of fixed business location at City's offices. City shall have no voice in the selection, discharge, supervision, or control of Consultant's employees, servants, representatives, or agents, or in fixing their number, compensation, or hours of service. Consultant shall pay all wages, salaries, and other amounts due its employees in connection with this Agreement and shall be responsible for all reports and obligations respecting them, including but not limited to social security income tax withholding, unemployment compensation,workers' compensation, and other similar matters. City shall not in any way or for any purpose be deemed to be a partner of Consultant in its business or otherwise a joint venturer or a member of any joint enterprise with Consultant. 1-31-18 55575.18 1 00\328435 80.2 B. Consultant shall not incur or have the power to incur any debt, obligation, or liability against City, or bind City in any manner. C. No City benefits shall be available to Consultant, its officers, employees, or agents in connection with any performance under this Agreement. Except for professional fees paid to Consultant as provided for in this Agreement,City shall not pay salaries,wages, or other compensation to Consultant for the performance of Services under this Agreement. City shall not be liable for compensation or indemnification to Consultant, its officers, employees, or agents, for injury or sickness arising out of performing Services hereunder. If for any reason any court or governmental agency determines that the City has financial obligations, other than pursuant to Section 2 and Subsection 1.8 herein, of any nature relating to salary, taxes, or benefits of Consultant's officers, employees, servants, representatives, sub- Consultants, or agents, Consultant shall indemnify City for all such financial obligations. 5. INSURANCE 5.1 Types of Insurance. Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, the insurance described herein for the duration of this Agreement, including any extension thereof, or as otherwise specified herein, against claims which may arise from or in connection with the performance of the Work hereunder by Consultant, its agents, representatives, or employees. In the event the City Manager determines that the Work or Services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Consultant agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the City Manager or his designee. If the City Manager determines, in the City Manager's sole discretion, that the Consultant's insurance premiums increase as a direct result of action taken by the Consultant at the written request of the City Manager or his designee as described herein, then the City Manager may direct that the Consultant be provided reasonable compensation for the increase in premium payments. Consultant shall immediately substitute any insurer whose A.M. Best rating drops below the levels specified herein. Except as otherwise authorized below for professional liability (errors and omissions) insurance, all insurance provided pursuant to this Agreement shall be on an occurrence basis. The minimum amount of insurance required hereunder shall be as follows: A. Errors and Omissions Insurance. Consultant shall obtain and maintain in full force and effect throughout the term of this Agreement, standard industry form professional liability(errors and omissions) insurance coverage in an amount of not less than one million dollars ($1,000,000.00) per occurrence and two-million dollars ($2,000,000.00) annual aggregate, in accordance with the provisions of this section. (1) Consultant shall either: (a) certify in writing to the City that Consultant is unaware of any professional liability claims made against Consultant and is unaware of any facts which may lead to such a claim against Consultant;or(b)if Consultant does not provide the certification pursuant to (a), Consultant shall procure from the professional liability insurer an endorsement providing that the required limits of the policy shall apply separately to claims arising from errors and omissions in the rendition of services pursuant to this Agreement. (2) If the policy of insurance is written on a"claims made" basis, the policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of three (3) years from the date of the completion of the Services provided hereunder. In the event of i 1-31-18 55575.18 1 00\32843580.2 I termination of the policy during this period, Consultant shall obtain continuing insurance coverage for the prior acts or omissions of Consultant during the course of performing Services under the terms of this Agreement. The coverage shall be evidenced by either a new policy evidencing no gap in coverage, or by obtaining separate extended "tail" coverage with the present or new carrier or other insurance arrangements providing for complete coverage, either of which shall be subject to the written approval by the City Manager. (3) In the event the policy of insurance is written on an "occurrence" basis, the policy shall be continued in full force and effect during the term of this Agreement, or until completion of the Services provided for in this Agreement, whichever is later. In the event of termination of the policy during this period,new coverage shall immediately be obtained to ensure coverage during the entire course of performing the Services under the terms of this Agreement. B. Workers' Compensation Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, workers' compensation insurance in at least the minimum statutory amounts, and in compliance with all other statutory requirements, as required by the State of California. Consultant agrees to waive and obtain endorsements from its workers' compensation insurer waiving subrogation rights under its workers' compensation insurance policy against the City and I to require each of its sub-Consultants, if any,to do likewise under their workers' compensation insurance policies. If Consultant has no employees, Consultant shall complete the City's Request for Waiver of Workers' Compensation Insurance Requirement form. C. Commercial General Liability Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of at least one million dollars ($1,000,000.00) and two million dollars($2,000,000.00)general aggregate for bodily injury and property damage including coverages for contractual liability, personal injury, independent Consultants, broad form property damage, products and completed operations. D. Business Automobile Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of business automobile liability insurance written on a per occurrence basis with a single limit liability in the amount of one million dollars ($1,000,000.00) bodily injury and property damage. The policy shall include coverage for owned, non- owned, leased, and hired cars. E. Employer Liability Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of employer liability insurance written on a per occurrence basis with a policy limit of at least one million dollars ($1,000,000.00) for bodily injury or disease. 5.2 Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City Manager prior to commencing any work or services under this Agreement. Consultant guarantees payment of all deductibles and self-insured retentions. City reserves the right to reject deductibles or self-insured retentions in excess of $10,000, and the City Manager may require evidence of pending claims and claims history as well as evidence of Consultant's ability to pay claims for all deductible amounts and self-insured retentions proposed in excess of$10,000 1-31-18 55575.181 00\32 843580.2 5.3 Other Insurance Requirements. The following provisions shall apply to the insurance policies required of Consultant pursuant to this Agreement: 5.3.1 For any claims related to this Agreement,Consultant's coverage shall be primary insurance as respects City and its officers, council members, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City and its officers,council members, officials, employees, agents, and volunteers shall be in excess of Consultant's insurance and shall not contribute with it. 5.3.2 Any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to City and its officers,council members, officials, employees, agents, and volunteers. _ 5.3.3 All insurance coverage and limits provided by Consultant and available or applicable to this Agreement are intended to apply to each insured, including additional insureds,against whom a claim is made, or suit is brought to the full extent of the policies. Nothing contained in this Agreement or any.other agreement relating to the City or its operations shall limit the application of such insurance coverage. 5.3.4 None of the insurance coverages required herein will be in compliance with these requirements if they include any limiting endorsement which substantially impairs the coverages set forth herein (e.g., elimination of contractual liability or reduction of discovery period), unless the endorsement has first been submitted to the City Manager and approved in writing. 5.3.5 Consultant agrees to require its insurer to modify insurance endorsements to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required)to comply with the requirements of the endorsements. Certificates of insurance will not be accepted in lieu of required endorsements, and submittal of certificates without required endorsements may delay commencement of the Project. It is Consultant's obligation to ensure timely compliance with all insurance submittal requirements as provided herein. 5.3.6 Consultant agrees to ensure that sub-Consultants, and any other parties involved with the Project who are brought onto or involved in the Project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with sub-Consultants and others engaged in the Project will be submitted to the City for review. 5.3.7 Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on the City nor does it waive any rights hereunder in this or any other regard. 5.3.8 Consultant shall provide proof that policies of insurance required herein expiring during 1-31-18 55575.18100'32843580.2 the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. Endorsements as required in this Agreement applicable to the renewing or new coverage shall be provided to City no later than ten (10)days prior to expiration of the lapsing coverage. 5.3.9 Requirements of specific insurance coverage features, or limits contained in this section are not intended as limitations on coverage, limits, or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be limiting or all-inclusive. 5.3.10 The requirements in this section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this section. 5.3.11 Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the Work performed under this Agreement and for any other claim or loss which may reduce the insurance available to pay claims arising out of this Agreement. City assumes no obligation or liability by such notice but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City, or to reduce or dilute insurance available for payment of potential claims. 5.3.12 Consultant agrees that the provisions of this section shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages resulting from the Consultant's activities or the activities of any person or person for which the Consultant is otherwise responsible. 5.4 Sufficiency of Insurers. Insurance required herein shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best's Key Rating of B++, Class VII, or better, unless such requirements are waived in writing by the City Manager or his designee due to unique circumstances. 5.5 Verification of Coverage.Consultant shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, affecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Consultant's insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers' Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: 1-31-18 55575.18100132843580.2 1. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured... "("as respects City of Palm Springs Contract No._"or'Yor any and all workperformed with the City"may be included in this statement). 2. "This insurance is primary and non-contributory over any insurance or self-insurance the City may have..." ("as respects City of Palm Springs Contract No. " or 'for any and all work performed with the City" may be included in this statement). 3. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named."Language such as, "endeavor to"mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. 1 4. Both the Workers' Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above,the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage,whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Consultant's obligation to provide them. 6. INDEMNIFICATION 6.1 To the fullest extent permitted by law, Consultant shall defend (at Consultant's sole cost and expense), indemnify,protect,and hold harmless City,its elected officials,officers,employees,agents, and volunteers (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and reasonable attorney fees(collectively"Claims"), including but not limited to Claims arising from injuries to or death of persons (Consultant's employees included), for damage to property, including property owned by City, from any violation of any federal, state, or local law or ordinance, and from errors and omissions committed by Consultant, its officers, employees, representatives, and agents, that arise out of or relate to Consultant's performance under this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the City, its elected officials, officers, employees, agents, and volunteers. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Consultant's indemnification obligation or other liability under this Agreement. Consultant's indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. This provision is intended for the benefit of third party Indemnified Parties not otherwise a party to this Agreement. 6.2 Design Professional Services Indemnification and Reimbursement. If the Agreement is determined to be a"design professional services agreement" and Consultant is a"design professional" under California Civil Code Section 2782.8, then: 1-31-18 55575.18100\32843580.2 A.To the fullest extent permitted by law, Consultant shall indemnify,defend (at Consultant's sole cost and expense),protect and hold harmless City and its elected officials,officers, employees,agents and volunteers and all other public agencies whose approval of the project is required, (individually "Indemnified Party"; collectively"Indemnified Parties")against any and all liabilities, claims,judgments, arbitration awards, settlements, costs, demands, orders and penalties (collectively "Claims"), including but not limited to Claims arising from injuries or death of persons (Consultant's employees included)and damage to property,which Claims arise out of,pertain to, or are related to the negligence,recklessness or willful misconduct of Consultant, its agents, employees, or sub-Consultants, or arise from Consultant's negligent, reckless or willful performance of or failure to perform any term, provision, covenant or condition of this Agreement ("Indemnified Claims"), but Consultant's liability for Indemnified Claims shall be reduced to the extent such Claims arise from the negligence, recklessness or willful misconduct of the City and its elected officials. Officers, employees, agents and volunteers. B. Consultant shall reimburse the Indemnified Parties for any reasonable expenditures, including reasonable attorneys' fees, expert fees, litigation costs, and expenses that each Indemnified Party may incur by reason of Indemnified Claims. Upon request by an Indemnified Party, Consultant shall defend with legal counsel reasonably acceptable to the Indemnified Party all Claims against the Indemnified Party that may arise out of,pertain to, or relate to Indemnified Claims,whether or not Consultant is named as a party to the Claim proceeding.The determination whether a Claim "may arise out of,pertain to,'or relate to Indemnified Claims" shall be based on the allegations made in the Claim and the facts known or subsequently discovered by the Parties. Consultant's indemnification obligation hereunder shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified hereunder are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. C.The Consultant shall require all non-design-profession sub-Consultants, used or sub-contracted by Consultant to perform the Services or Work required under this Agreement, to execute an Indemnification'Agreement adopting the indemnity provisions in sub-section 6.1 in favor of the Indemnified Parties. In additions, Consultant shall require all non-design-professional sub-Consultants, used or sub-contracted by Consultant to perform the Services or Work required under this Agreement, to obtain insurance that is consistent with the Insurance provisions as set forth in this Agreement, as well as any other insurance that may be required by Contract Officer. 7. REPORTS AND RECORDS 7.1 Accounting Records. Consultant shall keep complete, accurate, and detailed accounts of all time,costs, expenses,and expenditures pertaining in any way to this Agreement. Consultant shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and to enable the Contract Officer to evaluate the performance of such Services. Subject to mutual agreement of the Parties, which shall not be unreasonably withheld, the Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit,and make records and transcripts from such records with reasonable advance notice. 7.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the'Services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of the I-31-18 55575.181 OO\32943580.2 Work and Services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant 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 Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of such fact, circumstance, technique, or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed. 7.3 Ownership of Documents. All drawings, specifications, reports, records, documents, memoranda, correspondence, computations, and other materials prepared by Consultant, its employees, sub-Consultants, and agents in the performance of this Agreement ("Deliverable") shall be the property of City and shall be promptly delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials hereunder. Any use of such completed documents for other projects and/or use of incomplete documents without specific written authorization by the Consultant will be at the City's sole risk and without liability to Consultant, and the City shall indemnify the Consultant for all damages resulting therefrom. Consultant may retain copies of such documents for its own use. Consultant shall have an unrestricted right to use the concepts embodied therein. Consultant shall ensure that all its sub-Consultants shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. 7.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. All information gained by Consultant in the performance of this Agreement shall be considered confidential and shall not be released by Consultant without City's prior written authorization. 7.5 Audit and Inspection of Records. After receipt of reasonable notice and during the regular business hours of City, Consultant shall provide City, or other agents of City, such access to Consultant's books,records, payroll documents, and facilities as City deems necessary to examine, copy, audit, and inspect all accounting books, records, work data, documents, and activities directly related to Consultant's performance under this Agreement. Consultant shall maintain such books,records,data,and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during the term of this Agreement and for a period of three (3) years from the date of final payment by City hereunder. 8. ENFORCEMENT OF AGREEMENT 8.1 California Law and Venue.This Agreement shall be construed and interpreted both as to validity and as to performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such County, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 1-31-18 55575.18100\32843580.2 8.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. 8.3 Termination. City may terminate this Agreement for its convenience at any time, without cause, in whole or in part, upon giving Consultant thirty (30) days written notice. Upon such notice, City shall pay Consultant for Services performed through the date of termination. Upon receipt of such notice, Consultant shall immediately cease all work under this Agreement, unless the notice provides otherwise. Thereafter, Consultant shall have no further claims against the City under this Agreement. Upon termination of the Agreement pursuant to this section, Consultant shall submit to the City an invoice for work and services performed prior to the date of termination. In addition,the Consultant reserves the right to terminate this Agreement at any time, with or without cause, upon sixty(60) days written notice to the City, except that where termination is due to material default by the City,the period of notice may be such shorter time as the Consultant may determine. 8.4 Default. A. a Parry's failure to comply with any material provision of this Agreement (including City's obligation to make payments required hereunder) shall constitute a default. B. Consultant. If the City Manager, or his designee, determines that Consultant is in default in the performance of any of the terms or conditions of this Agreement, he/she shall notify Consultant in writing of such default. Consultant shall have ten (10) days, or such longer period as City may designate, to cure the default by rendering satisfactory performance. In the event Consultant fails to cure its default within such period of time, City shall have the right, notwithstanding any other provision ofthis Agreement,to terminate this Agreement without further notice and without prejudice of any remedy to which City may be entitled at law, in equity, or under this Agreement. Consultant shall be liable for any and all reasonable costs incurred by City as a result of such default. Compliance with the provisions of this section shall not constitute a waiver of any City right to take legal action in the event that the dispute is not cured,provided that nothing herein shall limit City's right to terminate this Agreement without cause pursuant to Section 8.3. C. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 8.4.13, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that tlie total cost for completion of the Services required hereunder exceeds the Maximum Contract Amount (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. The withholding or failure to withhold payments to Consultant shall not limit Consultant's liability for completion of the Services as provided herein. 8.5 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing 1-31-18 55575.18100132843580.2 and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. Any waiver by the Parties of any default or breach of any covenant, condition, or term contained in this Agreement, shall not be construed to be a waiver of any subsequent or other default or breach, nor shall failure by the Parties to require exact, full, and complete compliance with any of the covenants, conditions, or terms contained in this Agreement be construed as changing the terms of this Agreement in any manner or preventing the Parties from enforcing the full provisions hereof. 8.6 Rights and Remedies Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. 8.7 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. 8.8 Attorney Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non judicial proceeding, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to recover from the non-prevailing Party all reasonable costs and expenses, including but not limited to reasonable attorney fees, reasonable expert consultant fees, court costs and reasonable fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding. To the extent authorized by law, in the event of a dismissal by the plaintiff or petitioner of the litigation or non judicial proceeding within thirty (30) days of the date set for trial or hearing, the other Party shall be deemed to be the prevailing Party in such litigation or proceeding. 9. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 9.1 Non-liability of City Officers and Emnlovees. No officer or employee of the City shall be personally liable to the Consultant, or any successor-in-interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 9.2 Conflict of Interest. Consultant acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement,nor shall Consultant enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one year thereafter. Consultant war•ants that Consultant has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 9.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Consultant shall not discriminate against any employee or applicant for employment because of actual or perceived race,religion,color,sex, age,marital status, ancestry,national origin(i.e.,place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender , identity,gender expression,physical or mental disability,or medical condition(each a"prohibited basis"). Consultant shall ensure that applicants are employed, and that employees are treated during their employment,without regard to any prohibited basis.As a condition precedent to City's lawful capacity to 1-31-18 55575.18100132843580.2 enter this Agreement,and in executing this Agreement, Consultant certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Consultant activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Consultant is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits,relating to non-discrimination in city contracting. 10. MISCELLANEOUS PROVISIONS 10.1 Patent and Coayright Infringement. A. To the fullest extent permissible under law, and in lieu of any other warranty by City or Consultant against patent or copyright infringement, statutory or otherwise, it is agreed that Consultant shall defend at its expense any claim or suit against City on account of any allegation that any item furnished under this Agreement, or the normal use or sale thereof arising out of the performance of this Agreement, infringes upon any presently existing U.S. letters patent or copyright and Consultant shall pay all costs and damages finally awarded in any such suit or claim, provided that Consultant is promptly notified in writing of the suit or claim and given authority, information and assistance at Consultant's expense for the defense of same, and provided such suit or claim arises out of, pertains to, or is related to the negligence,recklessness or willful misconduct of Consultant. However,Consultant will not indemnify City if the suit or claim results from: (1) City's alteration of a Deliverable, such that City's alteration of such Deliverable created the infringement upon any presently existing U.S. letters patent or copyright; or (2)the use of a Deliverable in combination with other material not provided by Consultant when it is such use in combination which infringes upon an existing U.S. letters patent or copyright. B. Consultant shall have sole control of the defense of any such claim or suit and all negotiations for settlement thereof, Consultant shall not be obligated to indemnify City under any settlement made without Consultant's consent or in the event City fails to cooperate in the defense of any suit or claim, provided, however,that such defense shall be at Consultant's expense. If the use or sale of such item is enjoined as a result of the suit or claim, Consultant, at no expense to City, shall obtain for City the right to use and sell the item, or shall substitute an equivalent item acceptable to City and extend this patent and copyright indemnity thereto. 10.2 Notices. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered, sent by pre-paid First Class U.S. Mail, registered or certified mail, postage prepaid, return receipt requested, or delivered or sent by facsimile with attached evidence of completed transmission, and shall be deemed received upon the earlier of(i)the date of delivery to the address of the person to receive such notice if delivered personally or by messenger or overnight courier; (ii)five(5)business days after the date of posting by the United States Post Office if by mail;or(iii)when sent if given by facsimile. Any notice, request, demand, direction, or other communication sent by facsimile must be confirmed within forty-eight (48) hours by letter mailed or delivered. Other forms of electronic transmission such as e-mails, text messages, instant messages are not acceptable manners of notice required hereunder. Notices or other communications shall be addressed as follows: To Ci City of Palm springs Attention: City Manager 1-31-18 55575.18100\32843580.2 3200 E. Tahquitz Canyon Way Palm springs, Califomia92262 Telephone: (760) 323-8204 Facsimile: (760) 323-8332 To Consultant: North Wind Resource Consulting LLC. Attention: Jace Fahnestock 1425 Higham Street Idaho Falls, ID 83402 10.3 Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to the subject matter hereof. No amendments or other modifications of this Agreement shall be binding unless executed in writing by both Parties hereto, or their respective successors, assigns, or grantees. 10.4 Severabilitv. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be determined to be invalid by a final judgment or decree of a court of competent jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the reminder of that provision, or the remaining provisions of this Agreement unless the invalid provision is so material that its invalidity deprives either Party of the basic benefit of their bargain or renders this Agreement meaningless. 10.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties' successors and assignees. 10.6 Third Party Beneficiary. Except as may be expressly provided for herein, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third-party beneficiary or otherwise, upon any entity or person not a party hereto. 10.7 Recitals. The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth herein and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement,by the same. to cover any and all work performed hereunder. 10.8. Corporate Authority. Each of the undersigned represents and warrants that(i)the Party for which he or she is executing this Agreement is duly authorized and existing, (ii) he or she is duly authorized to execute and deliver this Agreement on behalf of the Party for which he or she is signing, (iii) by so executing this Agreement, the Party for which he or she is signing is formally bound to the provisions of this Agreement, and (iv)the entering into this Agreement does not violate any provision of any other Agreement to which the Party for which he or she is signing is bound. (SIGNATURES ON FOLLOWING PAGE) 1-31-18 55575.18100132843580.2 IN WITNESS WHEREOF,the City and the Consultant have caused this Agreement to be executed the day and year first above written. ATTEST: CONTENTSAPPROVED: CITY O ALM SPRI CA l By v✓ / Antho ejia, Cil Cler David H. Ready, City JN y er Date: OrOk?2 Date: APPROVED AS TO FORM: APPROVED BY CITY COUNCIL: BY40. oj L Dater *Agreement No. S33 Jeffre S. _ a inger, City Attorney Date: GV G d Z(� APPROVED BY MY COUNCIL ►s , ►Q�Z02d CONSULTANT Name: North Wind Resource Consulting, Inc. Check one:_Individual_Partnership x Corporation Corporations require two notarized signatures:One signature must be from Chairman of Board,President, or any Vice President. The second signature must be from the Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chief Financial Officer. Address: 1425 Higham Street Idaho Falls, ID 83402 By: By: Si y re (notarized) ffa (notarized) Name: JaceFahnestock Na e: Title: President Tit e: 1 - 1-31-18 55575.18100\32843580.2 Notary Requirement Waived per Email dated 23 March 2020 CALWORNM ALL-PURPOSE ACKNOWLEDGMEN1 CIYLL CODE§1188 A rm=y pfiT or whar officer comply 'J V=fgnante vwTm a0l Me Unary oldlB indw5dcrl%ho algwd the dactmmotovdddrthe cwffc rn baltz' ect and natiliatnalftM9+'Lacocayorrab2ty of 01C4c[CCUM9C. State,of CaHornia ) Countyof - ) on before me. Dade Here frraart Name and Ma affhe Oflr®r per3otm0y appeared More"of t`1 who proved to me on the baaia of aafefa tory evidence to be the pmcon(o)wboca name(a) flare cubocalmd to the within instrument and acknowledged to me that heN_treMay executed the same in hisfiedihe6auNmizedcapacdy(m).ardthathybim/herAhEinignabne(a)antba buds ma Meperson(s). or the entity upon behaff of which the perccirls)acted.executed the bictrrnent I certify under PENALTY OF PERJURY under the tau.: of the Slate of Cnfdomia Mat the foregoing paragraph is true and cmract. WITAT33 my hand and offfcid waL signature Stgrvtne of ldat oy pubac Place Notary Sad Above OP710NAL 771argh flr;aecMan E cptimnl,completing Ms irdanrntion can debar s2araticn of the document or fraudulerd reattadimerd of Vim form foam unirturdeddocuneni Description of Attached Document TAs m Type of Document Document Data: Number of Pages: Slgnw(a)Other Than Named Above: Capacity(ic)Clamred by Signer(s) signal's Nana- signora Names ❑Corpomte Officer—Tulle(u): ❑Corporate Officer—Td1eto- ❑Partner— O Linnited ❑General ❑Partner— ❑Limited ❑Ga nand ❑Indvimual ❑Attorney it Fact ❑Individual []Attorney in Fact ❑Tru.^tee ❑Groan m Carcervatar ❑Tivatee ❑Guardan or Con.:errator ❑Other ❑other. signer In Represerrtng: signer In Reprecenting: 02M4Natioit3NdwyAesacilion-www7LmiunNdtarycg-l-B80.USNNARy(14DM7&8f3M ttrm S5W7 55575.18100\32843580.2 EXHIBIT"A" SCOPE OF SERVICES SCOPE OF SERVICES: The scope of services and principal responsibilities may include, but are not limited to, the following (all services may or may not be necessary on each project): HISTORIC RESOURCE REPORTS: 1. Kick-off meeting(may typically tie handled telephonically). 2. Evaluation of site or resource (including possible site visit). 3. Background data research on the subject site, object, building, landscape and/or resource. (including City building permits, organizations such as the Palm Springs Historical Society, the California Digital Newspaper Collection and other publications, chain of title(title reports), and any other sources of archival information. 4. Evaluation of the site against the qualifications and criteria outlined in the City's historic preservation ordinance (PSMC 8.05). 5. Preparation of a written report describing and documenting the site, its qualifications and any other relevant information that supports the consultants' evaluation of the site against the criteria in the City's historic preservation ordinance. (Note: report submittal will be first in screen check draft format which will be reviewed by City staff for final edits for submittal of final report. 6. Telephonic or in person meetings with City staff and/or HSPB and/or City Council as required. OTHER HISTORIC RESOURCE PROFESSIONAL SERVICES SUCH AS: • Apply the National Park Services' criteria for evaluating historic properties and California standards. • Use and application of the standard industry"DPR forms". • Provide historic resource assessments for environmental review compliance under programs including the California Environmental Quality Act("CEQA"), including archaeological reports and assessments. • Develop other historic preservation related documents such as Historic District Design Guidelines. • Analyze and prepare focused context statements and evaluation of sites in areas under consideration for historic district nomination • Ability to conduct field surveys as needed on individual sites for purposes of, or in conjunction with, completing historic resource reports. • Ability to complete nomination packages for submission for consideration of listing on the National Register of Historic Places. • Review development projects for compliance with the Secretary of the Interior's Standards. It will be the responsibility of the successful firm(s) or consultant(s) to determine the necessary staffing and other resources required to perform the scope of services. The City will NOT provide dedicated work 55575.18 1 00\32843580.2 space or office space, city staff or city resources, printing or copying services, or clerical assistance in the performance of this agreement. The City reserves the right to perform any portion of the scope of work with City personnel and/or by other Consultants. The format for all text documents, tables, charts, photographs and/or illustrations shall be 8 1/2" x 11" vertical with 12-point"Times" or"Arial"font for the main body of text. If oversize documents or diagrams are necessary, they may be formatted up to 11"x 17". Document covers for all related documents shall be coordinated so they appear as a"set". All hard copy administrative drafts, drafts, and final documents shall be single-sided, black ink, on white or light recycled stock paper. Color may be used for images, photographs and/or other types of illustrations that maybe necessary to include in the report. The reports, both draft and final shall be provided in both paper copy and electronically on disk or thumb drive.- The City is not providing any specifics at this time regarding any anticipated projects that may be contemplated in the future. This is an on-call services agreement for an extended multi-year term. Projects will be assigned to firms as the City deems appropriate and necessary. 55575.18100132843580.2 EXHIBIT`B" CITY'S REQUEST FOR PROPOSALS (On file in the office of the City Clerk) 55575.18100\32843580.2 EXHIBIT"C" CONSULTANT'S PROPOSAL 55575.18100\32843580.2 E Li L CITY ®F PALM SPRINGS CALIFORNIA � t i i e .� On-Call Historic Resource -�` Professional Services E RFP #08-20 t Envelope #1 Qualifications F-9-1 r January 14, 2020 NoRTHWiND RESOURCE CONSULTING ,ri i t pp, A Photo r ggesyi- thtfi: pangs islonrol SoaetY NORTFiWiNo On-Call Historic Resource Preservation Services Rco�w�co�'�sn-TM'� RFP #08-20 ,rn�cw9.. SECTION A. QUALIFICATIONS AND EXPERIENCE A.1 Attachments A and B Attachments A. Signature Authorization, and B. Non-Collusion Affidavit, are included in this section. A.2 Firm Background & Qualifications NORTNWIND North Wind Resource Consulting,LLC (NNVRC), is pleased to submit R,ouR E CON NO this Proposal in response to RFP #08-20 seeking responses from qualified businesses with the capability and relevant experience to provide historic resource professional services to the City of Palm Springs (City), Riverside County, California. We understand these services will include providing on-call professional Historic Resource Reports as well as other historic resource related services as needed by the City, hereinafter referred to as the "Project" NWRC is headquartered in Idaho Falls, Idaho, with satellite offices throughout the west, including San Diego and Sacramento, California, Phoenix and Yuma, Arizona, and Las Vegas, Nevada.NWRC is a Small Business Administration (SBA)-certified 8(a), Small Disadvantaged Business (SDB), and Disadvantaged Business Enterprise(DBE)with the capabilities, capacity, and relevant experience to provide full-service cultural resource investigations and historic preservation services to municipal, state, federal, and tribal clients. We are registered to do business in the State of California. NWRC is part of a family of companies with common ownership under Cook Inlet Region, Inca (CIRI)—an Alaska Native Corporation (ANC). The North Wind family, comprised of 12 companies, is managed by North Wind Group, a CIRI government contract holding entity. Under North Wind Group, they share the same proven corporate infrastructure that has been in place for over 16 years successfully completing a combined total of over S700M through various contracts. The unique relationship that exists between NWRC, our sister companies, and parent firm (collectively referred to as North Wind in this proposal) through the companies' common ownership under an ANC allows the experience of the workforce, past performance, management, and other resources to be shared in contract performance. NWRC's historic preservation team have extensive experience with the full range of historic preservation services, including preparation of historic contexts; documenting historic properties; preparation of historic property treatment plans and agreement documents; evaluation of properties for National Register of Historic Places (NRHP) eligibility and preparation of NRHP nominations; cultural landscape inventories (CLIs) and reports (CLRs); historic contexts and Multiple Property Documentation Forms (MPDFs); Historic American Building Survey (HABS)/Historic American Engineering Record(HAER) documentation; managing compliance with local, state, and federal historic preservation requirements; and, Section 110 and Section 106 documentation packages for districts,buildings, and structures. The City can be confident that NWRC has the experience to successfully perform all necessary tasks and deliver the highest quality historic preservation services. January 14, 2020 NORT�FNWiND On-Call Historic Resource Preservation Services ac"Qurscs cvwnnnNc a RFP #08-20 . m cbu.,n A.3 Sub-Contractor Firms All work for this Project will be completed by NWRC; sub-contractors will not be utilized. A.4 Team Qualifications NWRC is proud to offer the City a solid team of historic preservation and cultural resources professionals who have collaborated in the past to produce high quality historic preservation reports. A brief overview of our team's qualifications is included below. A resume for Project Manager Courtney Mooney, M.S., AICP, CPM, is included in Appendix A. Courtney Mooney, M.S., AICP, CPM I Project Manager I Senior Historic Preservation Planner Courtney Mooney, M.S.,AICP, CPM, is an architectural historian with more than 20 years of public and private sector experience in the historic preservation,urban planning and architecture fields.Prior to joining NWRC in 2017, Ms. Mooney was employed by the City of Las Vegas for over 13 years as the Urban Design Coordinator and Historic Preservation Officer where she supervised the urban design, historic preservation and sustainability team. During her time at the City of Las Vegas, Ms. Mooney.authored several historic resource surveys of post-World War H (WWII)neighborhoods and individual buildings and structures, as well as DOEs and nomination reports for local, state, and NRHP listing. Ms. Mooney is an expert in Section 106 of the NHPA, and is currently managing or has managed compliance projects for the City of Las Vegas, Reclamation, and NPS. She is also an expert in the public sector process, project and program management including managing budgets, historic resource surveys, federal and state grants, and NRHP nominations. Ms. Mooney has extensive experience in research, information analysis, writing complex reports, and presenting information to the public, executive leadership, and elected officials. Ms. Mooney meets the Secretary of the Interior's (SOI's) Professional Qualification Standards for Architectural History. Ms.Mooney will serve as the Project Manager and primary point of contact. She will be charged with:management of staff resources,project budgets, and schedules, implementation of the Project Communication Plan, coordinating public outreach efforts, and assisting with field documentation efforts as necessary. She will also implement NWRC's rigorous quality control program to ensure that.all deliverables meet the firm's exacting standards. Greta Rayle, M.A., RPA I Director, Historic Preservation Services I Architectural Historian Greta Rayle, M.A., RPA, has more than 15 years of professional experience and a master's degree in anthropology, with concentrations in architectural history and historical archaeology. Prior to joining NWRC,Ms. Rayle served as Historic Preservation Lead'at an environmental planning and landscape architecture firm, where she built a thriving historic preservation practice. Ms. Rayle has supervised architectural surveys and inventories, historic streetscape assessments, and historic preservation projects in California, Nevada, Utah, Colorado,Wyoming, Idaho,Montana,New Mexico, and Oregon, and has also completed NRHP nominations and CLIs and CLRs for eight national parks. She possesses expert knowledge in matters pertaining to NRHP eligibility and documentation, with advanced training in architectural history, building recordation, and the application of the SOI's Standards for the Rehabilitation of Historic Properties. Ms. Rayle is also a skilled researcher and has completed archival research,historic January 14, 2020 — NokftWiND On-Call Historic Resource Preservation Services RFP #08-20 map and photograph research, and has collected and summarized numerous oral history interviews. She has also participated in numerous seminars sponsored by the National Trust for Historic Preservation, receiving training on conducting historic building and cultural landscape assessments. She currently serves as Vice Chair of the City of Phoenix Historic Preservation. Committee,and is also a member of the Historical Archaeology Advisory Committee (HAAC), an advisory body to the Governor's Archaeology Advisory Committee (GAAC)which convenes on a quarterly basis to address issues related to the treatment of historic sites in Arizona. Ms. Rayle meets the SOI's Professional Qualification Standards for Architectural History and Archaeology. Ms. Rayle will serve as Technical Reviewer for the Project and will supervise all aspects of the . archival research.and field documentation efforts. Ms. Rayle will also be lead author on all deliverables. Kasey Fulwood, M.A. I Historian A graduate of the University of Georgia, Kasey has three years of experience and a master's degree in historic preservation with a concentration in nineteenth and twentieth century American history and historic preservation method and theory. Kasey has extensive experience conducting survey and inventory of historic-age properties, as well as researching and writing broad and property-specific historic contexts in order to evaluate NRHP eligibility, and has worked on projects in Arizona, California, Florida, Georgia, Idaho,Nevada, South Carolina,and Wyoming. Since joining NWRC in 2018, Kasey has prepared a historic context for the evaluation of Depre'ssion- and WWII-era administrative and recreational facilities located within the Medicine Bow-Routt National Forest in Carbon and Albany Counties, Wyoming.She is currently working with the NPS to prepare NRHP DOES for historic-age mining properties located in Mojave National Preserve. She also recently assisted in the preparation of a historic context for the Walker River State Recreation Area on behalf of the Nevada Division of State Parks, as well as a property-specific context for historic structures located within the Las Vegas Springs Preserve for the Las Vegas Valley Water District. Kasey's experience in historic preservation tasks also extends to the preparation of NRHP nominations, Historic Structure Reports, and Cultural Landscape Management Plans. Ms. Fulwood will be charged with conducting the archival research for the Project, assisting with field documentation, and preparation of all deliverables. Allison Carlton, M.A., RPA I Historical Archaeologist Allison Carlton, M.A., RPA has five years of professional experience and a master's degree in anthropology, with a concentration in historical archaeology. She has worked in multiple states, including California,Arizona,Nevada, Idaho, and Massachusetts, and has also participated in archaeological excavations abroad. In her current role as historical archaeologist with NWRC, Ms. Carlton has conducted field documentation of numerous Agency compounds"for.the Bureau of Indian Affairs (BIA) Western Region, as well as over 1,000 historic-age single and multi- family residences and commercial properties for the preparation of a historic context report for West Las Vegas, a historically African-American community within the municipal boundaries of the city. She also currently serves as field director for a multi-year contract with the NPS to document 30 mining and ranching properties located within Mojave National Preserve. Ms. Carlton is proficient in field recording methods and technologies such as multiple Global Positioning system platforms and ESRI GIS applications, and routinely assists the firm's ............- --- -- - — - January 14, 2020 - On-Call Historic Resource Preservation Services NORTNWiND RFP ##08-20 archaeologists with documentation and evaluation of historic-age cultural resources identified during Class III cultural resource surveys, as well as other investigations. Ms. Carlton will assist as necessary with archival research, field documentation and preparation of deliverables. Additional Personnel In addition to our highly qualified team of cultural resources professionals,NWRC possesses a strong team of GIS professionals who are adept at processing GPS spatial data to produce high quality graphics that clearly illustrate the project area and project components. The GIS/Graphics Production Team uses ArcGIS 10.71 to warehouse and attribute spatial data that form the basis of all graphics.NWRC's data is housed on a secure server and incorporates universal metadata standards for ease of client access for future projects. NWRC also has numerous support specialists that will handle all Project administrative needs for this contract. Our personnel include accounting specialists and administrative staff, human resources specialists, safety specialists, and a technical editor. These staff will assist on an as- needed basis preparing invoices, developing Project schedules.and arranging logistics, and reviewing and assisting in report production. A.5 Prior Experience The proposed Project team have worked together to produce a variety of documentation and reports that meet NPS and the SOI's Standards for historic preservation services. These documents include NR nominations (individual, district, and MPDFs); HABS and HAER documentation; stand-alone historic contexts; CLIs and CLRs; historic building surveys; and municipal preservation plans. The Historic Building Assessment of the Sherman Indian High School and Documentation of the Mid-Century Modem National Valley Bank of Arizona, Willetta Branch Building reports are included at the end of this Proposal. The following references are provided to assist the City with ari evaluation of the Project team's experience and past record of performance preparing historic resource reports. All of three of these projects were completed by NWRC within the past three years. Historic Building Assessment of the Sherman Indian High School, Riverside, Riverside County, California , Period of Performance: July 2019—present Contact: Garry Cantley, Regional Archaeologist, Bureau of Indian Affairs Western Region Phone: (602) 379-6750, ext. 1256 Email: garry.cantley@bia.gov NWRC recently a completed a historic building assessment of 33 buildings and structures associated with the Sherman Indian High School campus within the City of Riverside, Riverside County, California. The BIA-administered property was initially developed in 1901-1902 for the education of American Indians residing in southern California, and it continues to remain in operation today. Building and structures located within the campus were previously documented by another company in 2009; however, the documentation was not accepted by the California SHPO.NWRC completed a physical investigation of the property to assess the condition and integrity of the previously documented resources—all of which were built between the early January 14, 2020 — ' — 7� NoRTWiND On-Call Historic Resource Preservation Services ° `� "" RFP #08-20 1900s and the mid-1970s—and also to determine whether the resources retained sufficient integrity to constitute an NRHP-eligible historic district. NWRC also conducted extensive archival research and prepared a detailed historic context which addressed the evolution of federal Native American policies and BIA and non-BIA school facility architecture. A technical report and California OHP DPR forms for all documented properties were submitted to the' California SHPO,and returned with minimal comment. DOE& HABS Documentation of the Mid-Century Modern National Valley Bank of Arizona, Willetta Branch Building Period of Performance: October 2016—July 2017 Contact: Daniel Tilton, Tilton Development Company Phone: (480)275-6913 Email: dtilton@tiltondevelopment.com NWRC conducted archival research and a historic building inventory for the Valley National Bank of Arizona, Willetta Branch building in Phoenix, Arizona. The bank, highlighted in the publication Miticentury Marvels: Commercial Architecture of Phoenix, 1945-1975, is a significant example of the first wave of branch banks constructed in Phoenix, Arizona and is significant under Criteria A and C for its association with commerce and its.Contemporary Style architecture. The recommendations of eligibility were concurred upon by the COP HPO and the Arizona SHPO. Additionally, as the building was scheduled for demolition and redevelopment, NWRC completed formal HABS documentation of the building which was submitted to the Arizona SHPO and Library of Congress to be used as part of-mitigation. NRIIP Eligibility Evaluation for the WWII Era Huntridge Neighborhood, City of Las Vegas,Nevada Period of Performance: April 2016—January 2017 Contact: Diane Siebrandt,'Historic Preservation Officer, City of Las Vegas Phone: (702)229-2476 Email: dsiebrandt@lasvegasnevada.gov NWRC conducted archival research as well as a reconnaissance-level survey of 600 historic-age properties located within five tracts of the WWII era Huntridge Neighborhood of the City of Las Vegas. The purpose of the project was to provide an evaluation of the historical significance of the neighborhood and to evaluate whether the resources present within the district maintained sufficient integrity to establish a NRHP-eligible historic district. NWRC completed a survey report with a historic context,narrative summary of the neighborhood, a property table that identified the potential eligibility of each resource within the neighborhood, and recommendations for the boundaries of a potential NRHP-eligible historic district within the broader subdivision. A.6 Brief Historic Context of Palm Springs The first inhabitants of today's Palm Springs were ancestors of the Agua Caliente Band of Cahuilla Indians. The Cahuilla lived in small bands and maintained a hunter-gatherer lifestyle in the Coachella Valley for nearly 2,000 years. They established summer encampments in the mountain canyons and spent the winters in shelters constructed of palm fronds near the hot springs on the desert floor. The hot springs were very important to the Cahuilla and were used for ceremonial and healing purposes. In 1774, members of an expedition led by Spann �rv;eplorer -- --- January 14, 2020 -- NORA,, ND On-Call Historic Resource Preservation Services REMURc ac.+ LT ACIM arw RFP #08-20 Juan Bautista de Anza became the first non-Indians to explore the area around Palm Springs. In the 1820s, Captain Jose Romero encountered the hot springs while attempting to establish an overland route from California to Mexico. He subsequently named the springs "Agua Caliente," or hot water. Despite this early exploration, it wasn't until 1853 that a U.S.government survey led by Professor William Blake helped to establish a permanent wagon route through the San Gorgonio Pass. In the 1860s, William Bradshaw established an overland stage route through the region to carry miners and supplies from San Bernardino to a recent gold strike in La Paz,Arizona Territory. Jack Summers subsequently became the first white man to reside in today's Palm Springs when he served as Palm Springs Way Station Agent for the Bradshaw Line from 1865 until 1877. In 1876,the Southern Pacific Railroad(SPAR)began laying its tracks six miles north of Palm Springs at Seven Palms. The U.S. government gave the SPRR title to the odd-numbered parcels of land for ten miles on either side of its tracks as an incentive to complete the railroad to the Pacific. The even-numbered parcels were given to Agua Caliente, who were prohibited from leasing or selling the land for profit. When the rail line was completed in 1877, the Bradshaw stage line ceased its operations. In 1885, Senator John Guthrie McCallum arrived in Palm Springs with his family. McCallum hoped that the healing waters of the region's hot springs would cure his son of tuberculosis. He purchased 320 acres of land from the SPRR and established a ranch at the base of Mt. San Jacinto. McCallum expanded the Tahquitz Ditch, a stone-lined irrigation ditch constructed by the Cahuilla, to deliver water from the Whitewater River to his ranching operations. Following the construction of the irrigation ditch McCallum established the Palm Valley Land and Water Co. and began subdividing his land for sale. Lured by the promise of the healing spring waters and dry desert climate, Dr. Welwood Murray built the first hotel, The Palm Springs Hotel, in 1886. Over the next several years, the SPRR led a successful advertising campaign that brought more settlers to the Palm Springs settlement. Tragedy struck in 1893 when the burgeoning community of Palm Springs experienced a torrential rainstorm that lasted 21 days. The downpour was followed by an 11-year drought that drove many settlers to abandon the region. Palm Springs began to recover in the early 20'h century when several entrepreneurs returned, attracted by the healing powers of the hot springs and the tourism potential of the region. In 1909,Dr. Harry and Nellie Coffman established a sanitarium called the Desert Inn.The Desert Inn would become a world-renowned resort for the rich and famous and help to establish Palm Springs as a premier tourist destination during the 1920s. In 1927, another entrepreneur, Prescott Stevens, bought the failing Palm Valley Water Company and reorganized it as the Whitewater Mutual Water Co. Stevens built underground piping to deliver water to Palm Springs from Whitewater Canyon, ensuring a reliable source of water for the growing Palm Springs community. Stevens' business partner, Alvah Hicks,built the El Mirador Hotel, one of the first luxury hotels in Palm Springs. The 1920s marked a shift in the development of Palm Springs from a small spa town to an international resort destination. During this period, Palm Springs became an increasingly popular destination for industrial tycoons, wealthy businessmen, and the Hollywood elite. Chic residential subdivisions began to develop that catered to an exclusive clientele, such as Las Palmas and the Movie Colony. Nightclubs and gambling also attracted wealthy, glamourous residents. In 1938, the city of Palm Springs was incorporated with Philip Boyd acting as the first mayor. January 14, 2020 NORTFiWiND On-Call Historic Resource Preservation Services RFP #,08-20 .021. World War II brought a flurry of military activity to the Coachella Valley. An Army Airfield was created in Palm Springs in 1942. Additionally, the luxurious El Mirador Hotel was converted into the Torney General Hospital, a 1,600-bed medical facility specializing in general medicine and orthopedic surgery. The area was also the epicenter of General George Patton's Desert Training Center headquartered at Chiriaco Summit. Following the culmination of World War II, Palm Springs resumed its stylish reputation as a resort community. The overall prosperity of the post-war years and rise of the middle class attracted even larger numbers of tourists to Palm Springs. It also became a center of modernist architecture, drawing inspiration from the surrounding desert terrain. Architects such as Richard Neutra, Albert Frey, and William Krisel helped to establish Palm Springs as a mecca for"Desert Modernism" in the mid-twentieth century. Today, Palm Springs continues to embrace its status as a fashionable resort city, becoming.a popular, year-round tourist destination. Palm Springs Architectural Context The earliest buildings in Palm Springs were of adobe construction. These structures were built in the late nineteenth and early twentieth centuries, and typically exhibited details of Federal or Greek Revival architecture borrowed from popular east coast architectural styles. These early buildings had simple rectilinear plans, thick adobe walls, gable roofs, and wood lintels above window and door openings. They also frequently had double hung or casement windows, and a cement plaster finish. A good representative example of the adobe style is the McCallum Adobe, which was constructed in 1884 at what is now the comer of Palm Canyon Drive and East Tahquitz Canyon Way. Other early buildings in Palm Springs were constructed in a Residential Vernacular style using local or salvaged building materials. These structures typically had simple wood or rectangular plans with wood exterior cladding, and lacked characteristics of any recognizable style. There are very few examples of this style left in the city of Palm Springs. During.the 1920s and 1930s, the city of Palm Springs grew into an elite resort community that catered to wealthy industrialists and leading Hollywood celebrities. Many resorts transformed themselves to serve this new clientele. Additionally, the first residential subdivisions were developed during this period on tracts that were largely subdivided from prominent early Palm Springs settlers. The architectural styles of the 1920s and 1930s encompassed a handful of Period Revival styles including Spanish Colonial Revival, Mediterranean Revival, Pueblo Revival, Monterey Colonial Revival, and English Revival. In the mid-1930s early modem styles were also beginning to emerge in Palm Springs. These styles included the International style, which was introduced to the city in 1934 with the construction of the Kocher-Samson building, and the Streamline Modeme style, which became popular during the Great Depression. Following World War II, single-family homes in Palm Springs embraced a number of nationally popular styles including Minimal Traditional and Ranch style residences. Unlike other regions of the country, where Minimal Traditional houses were typically part of large suburban residential development, the Minimal Traditional style in Palm Springs is most frequently found as'infill construction in pre-WWII tracts. The prosperity of the post-WWII years accelerated the development of Palm Springs as a resort community and fostered the growth of a small group of young architects that were intent on exploring the limits of architectural design and concept. These young architects,including Richard Neutra, William Cody, and E. Stewart Williams, sought to incorporate landscape, natural materials, and innovative construction technologies into their designs in order to crepte a January 14, 2020 - -......................-- NORTR AAA, ND On-Call Historic Resource Preservation Services RFP #08-20 new regional architecture. As a result, the architecture of Palm Springs began to embrace more experimental designs and comprise a number of innovative modem styles. The modern styles developed during this period include Late Modeme, Mid-Century Modem, Organic, Expressionist, Googie,Tiki-style,New Formalism, Bmtalism, and Late Modem architectural styles. While these styles were artistically different, they all embraced an unconventional design that was highly valued in the exuberant, resort atmosphere of Palm Springs. Palm Springs remains home to an exceptional number of Modem buildings that demonstrate its unique role in the history of American architecture. January 14, 2020 ATTACHMENT "A" `THIS FORM MUST BE COMPLETED AND SUBMITTED WITH YOUR TECHNICAL/WORK PROPOSAL (Envelope#1)' REQUESTS FOR PROPOSALS (RFP)#08-20 ON-CALL HISTORIC RESOURCE REPORT SERVICES f SIGNATURE AUTHORIZATION l NAME OF COMPANY(PROPOSER): {VOM'-N W�hta xZn.Afte BUSINESS ADDRESS:. IH ZS H(C1 M 4+nn SiV2e2�r r i o ��f11(� 1 It's 191go 2 j ItLEPHONE:TOg•55 � 54� CELL PHONEZd�6•S2o•3ypZ FAX S28 -H CONTACT PERSON�A�E figar(�EgM - EMAIL ADDRESS i�'aG� n eS�IC ®n10 'A 44 ip G A: I hereby certify that I have the authority to submit this Proposal to the City of Palm 1 Springs for the above listed individual or company. I certify that I have the authority to bind myself/this company in a contract should I be successful in my proposal. PR ED NAME AND TITLE toS ?.o7� i ATURE AND DATE B. The following information relates to the legal contractor listed above, whether an individual or a company. Place check marks as appropriate: 1. If successful, the contract language should refer to me/my company as: —An individual; _A partnership, Partners' names: I _A company; K_A corporation If a corporation, organized in the state of:_�,.dt rv� I 2. My tax identification number is: RD�b 1 q GCS I Please check below IF your firm qualifies as a Local Business as defined in the RFP: A Local Business (licensed within the jurisdiction of the Coachella Valley). Copy of current business license is required to be attached to this document. ADDENDA ACKNOWLEDGMENT: Acknowledgment of Receipt of any Addenda issued by the City for this RFP is required by including the acknowledgment with your proposal. Failure to acknowledge the Addenda issued may result in your proposal being deemed non-responsive. In the space provided below,please acknowledge receipt of each Addenda: Addendum(s)# 1 is/are hereby acknowledged. 15 i ATTACHMENT "B" 'THIS FORM MUST BE COMPLETED AND SUBMITTED WITH YOUR TECHNICAL/WORK PROPOSAL(Envelope#1)• NON-COLLUSION AFFIDAVIT TO BE EXECUTED BY BIDDER AND NOTARIZED AND SUBMITTED WITH BID STATE OF CALIFORNIA) ss COUNTY OF RIVERSIDE) The undersigned, being first duly sworn, deposes and says that he 0r-sF2 is Of NbM g 4MAj>"U KQXZ .AW the party making the foregoing Proposal. That the Proposal is not made in the Interests of, or on the behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the Proposal is genuine and not collusive or sham; that the Proposer has not directly or indirectly induced or solicited any other Proposer to put in a false or sham Proposal, and has not directly or indirectly colluded, conspired, connived, or agreed with any Proposer or anyone else to put in a sham Proposal, or that anyone shall refrain from Proposing; that the Proposer has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the Proposal price of the Proposer or any other Proposer, or to fix any overhead, profit, or cost element of the Proposal price, or of that of any other Proposer, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all I statements contained in the Proposal are true; and, further, that.the Proposer has not, directly or 1 indirectly, submitted his ocher Proposal price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereof, or paid, and will not pay, any fee to any corporation, I partnership, company, association, organization, Proposal depository, or any other member or agent thereof to effectuate a collusive or sham Proposal. Title: Pk4i5).ag-'lT Subscribed and sworn to before me this 0 dav of JG f1 wtiV 20 P 0 li 0� ►`• V��Ct Y1Pj �: NOTARY •;fie= �1 \J w. I I tl 17j PUBLIC •'`+°'+„ say°�. r Hill 16 EXHIBIT"D" SCHEDULE OF COMPENSATION 55575.18100132843580.2 QJSI�'�A•ND ATTACHMENT "Cis FEES/COST PROPOSAL/RATES *THIS FORM MUST BE COMPLETED AND SUBMITTED WITH YOUR COST PROPOSAL(Envelope#2)* *If necessary,you may attach additional sheets. REQUEST FOR PROPOSAL (RFP#08-20) ON-CALL HISTORIC RESOURCE REPORT SERVICES Responding to Request for Proposal No. 08-20 for providing on-call Historic Resource Report Services, I/WE the undersigned will accept the following hourly rates and other costs as defined, for providing the services as defined within the Scope of Services: PRIME CONSULTANT PERSONNEL CLASSIFICATIONITITLE: HOURLY RATE: Project Manager/Architectural Historian $ 73.03 Historic Archaeologist/Architectural Historian $ 78.91 GIS Analyst $ 56.60 Historian $ 48.69 Archaeologist $ 41.79 Cultural Resources Specialist $ 44.80 is SUB CONSULTANT PERSONNEL CLASSIFICATION/TITLE: HOURLY RATE: NIA $ $ $ $ Reimbursable Expenses the City-will be charged (if any) must be identified below: (note that consultants may not charge the city for any expenses that are not defined this Cost Proposal and included in the final Schedule of Compensation as mutually agreed to in the contract, if awarded*). REIMBURSABLE EXPENSE: Cost/Rate: Per Diem $ 56.00/day Lodging $ 140.00/day Vehicle Usage $ 120.00/day- includes fuel 17 California Historical Resources Information System fees $ NTE$500.00 per project Research Librarian Fees $ NTE $500.00 per project Archival Printing Costs $ NTE $300.00 per project Any other expenses, not otherwise defined above, that the City would be charged in the performance of the scope of services (if any) must be identified below: (note that consultants may not charge the city for any expenses that are not deffned this Cost Proposal and included in the final Schedule of Compensation as mutually agreed to in the contract, if awarded'). OTHER EXPENSES: Cost/Rate: $ $ $ PRICING FOR INITIAL 3 YEAR TERM AND CPI ADJUSTMENTS FOR OPTIONAL RENEWALS: For the initial three (3) years of the Agreement term, the hourly rates and other unit costs are fixed. For optional years 4 and 5, Consultant may request a price adjustment not to exceed the Bureau of Labor Statistic's Consumer Price Index (CPI) for the LA/Riverside/Anaheim region for the prior 12 month period effective on the anniversary date. Optional renewal years 4 and 5, and any associated CPI increase, are at the mutual consent of the City and the Contractor. NOTE: This page MUST be manually signed. Certified by: MOR+i vWMh. 2c�ouRLt r�pnitf tt �ntt , r—tG Firm e G rAitir� • Sig dre of AutW rized Person SAG€ �PrHP.ES'iZOCJC Printed Name AACr.1DcP++� Title Date 1 is EXHIBIT"E" SCHEDULE OF PERFORMANCE This is a contract for"on-call'services. The schedule of performance is depending on the complexity of the project assigned and will be provided in the proposal for each particular project as submitted. 55575.18100\32843580.2 Client#: 574413 48S-d9'A ?-7jr4 COOKINLET8 A_k 33 ACURD. CERTIFICATE OF LIABILITY INSURANCE DADIYYYY) s/2n7/207nozz THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder t t ADDITIONAL INSURED, the a policy, must have ADDITIONAL INSURED provisions or b eendorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER Marsh 8 McLennan Agency LLC 1031 West 4th Avenue RECEIVED Suite 400 NCOWAME:AC Jamie Esquivel aONNo En:807276-5617 907276.6292 Ate'"° 'a L ADDRESS: jamie.esquivel@marshmma.com mSURER(S)AFFORDINGCOVERAGE NAIC• Anchorage, AK 99501 JUL 19 2022 INSURER A: Evanston Insurance Company 35378 INSURED North Wind Resource Consu(cFlff e City Clerk Idaho IdahHigham Streeto Falls, ID 83402 INSURER B: Navigators Specialty Insurance Company 36056 INSURER C: American Zurich Insurance Company 40142 INSURER D: Zurich American Insurance Company 16535 INSURER_E: INSURER F: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTRR TYPE OF INSURANCE -INSR ADD[ B WVD POLICY NUMBER POLICY EFF MMIDD PO EX], M LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE EXOCCURPREMISES MKLVSENV103641 0710112022 07/01/202 $1 000000 UEgACCHHlOECCCURRENCE haREoeNa mrrce s300 OOO X SIR: $1 00k Each MEDEXP onepera°n) s5000 Occurrence PERSONAL SADVINJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PROPOLICY GENERAL AGGREGATE s2,000000 PRODUCTS -cometoP AGG 52,000000 ECTT LOC OTHER $ D AUTOMOBILE LIABILITY BAP011748807 D 7/01/2022 07/01/202 COMBINED SINGLE LIMIT $11,000,000 X ANY AUTO BODILY INJURY(Perperson) S OWNED SCHEDULED AUTOS ONLY AUTOS $ BODILY INJURY (Per amMenl) HIREDED NED ONLY AUTOS NLY AUTOS ONLY S PROPERTY DAMAGE Par acciderd S B UMBRELLALIAS X OCCUR LA22FXS7539761C 7/01/2022 07/01/202 EACH OCCURRENCE s5000000 X EXCESS LU1B CLAIMS -MADE AGGREGATE $S OOO OOO DED RETENTION $ C ANDEMPS YERS'LSATION WORKERYIN AND EMPLOYERS' LIAEd WC011748707 7/01/2022 07/01/202 X PER oTH- OFFICER%MEMBER EXCLUDED? ECUTIVE� N/A E.L. EACH ACCIDENT 51000000 (Mandatory In NH) If yes, describe under $1 OOOOOO E.L DISEASE-EAEMPLOYEE E.L. DISEASE-POUCYII 51Daum DESCRIPTIONOF OPERATIONS below A Contractors MKLV5ENV103644 710112022; 07/011202 ,An, _ Ea. Cnd/Clm: $1,000,000 Pollution / Shared Agg.: $2,000,000 Professional Liab I PL - Claims Made SIR Ea. Cond.: $50,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) Re: Professional Services Agreement I Description: On -Call Architectural Historian Services. Subject to said policy limits, terms, and exclusions. Where required by written contract, Certificate Holder is an Additional Insured on the General Liability and Auto Liability policies, subject to the terms, conditions and limitations of said policies and the additional insured endorsement. Where required by written contract, Waiver of Subrogation in favor of Certificate Holder applies to referenced policies subject to (See Attached Descriptions) City of Palm Springs Attn: City Manager 3200 East Tahquitz Canyon Way Palm Springs, CA 92262 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE &S&A ?L ACORD 25 (2016/03) 1 of 2 #S11009195/M11008468 W /Vdn-ZUiD ACUKU CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD WATYC DESCRIPTIONS (Continued from Page 1) the terms, conditions and limitations of said policies and the Waiver of Subrogation endorsement. It is further agreed that, where required by written contract, the General Liability and Auto Liability insurance as is afforded the Certificate Holder shall be primary and non contributory with any other insurance in force for or which may be purchased by the Certificate Holder. #511009195/M11008468 A " ADDITIONAL REMARKS SCHEDULE AGENCY Marsh & McLennan Agency LLC CARRIER NAIC CODE THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance NAMED INSURED North Wind Resource Consulting, LLC EFFECTIVE DATE: Page 2 of 2 This is evidence of insurance procured and developed under the Alaska Surplus Lines Law, AS 21.34. It is not covered by the Alaska Insurance Guaranty Association Act, AS 21.80. ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Client#: 574413 COOKINLETB ACORD,., CERTIFICATE OF LIABILITY INSURANCE EATE(MMIDDNYYY) F s/27/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the poliey(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder In lieu of such endorsement(s). PRODUCER Marsh & McLennan Agency LLC 1031 West 4th Avenue RECEIVED Suite 400 kWEiItcT Jamie Esquivel PHONE FM (Aft-MALe.Ear: 907276-5617 Ax: xe. 907276.6292 ADDRESS: lamie.esquivel@marshmma.com INSURER(S) AFFORDING COVERAGE NAICi Anchorage, AK 99501 _ 1 9 zozz INSURER A: Evanston Insurance Company 35378 INSURED North Wind Resource ConsMM fy* 4%e City Clerk IdahHigham Street Idaho Falls, ID 83402 INSURER B: Navigators Specialty Insurance Company 136056 INSURE- American ZuHch Insurance Company 40142 Zurich American Insurance Company INsuRERD: p y 116535 INSURER E : INSURER F : COVERAGES GERiiF2;A1ENUMBER 2u27.23GAFW RMASICu wrueve. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. UMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR A _ TYPE OF INSURANCE POLICY NUMBER POLICY EFF POLICY EXP MMIDD/YYYY),(MMIDD 07101112022 07/01/2023 LIMITS _X_ COMMERCIAL GENERALLIABILRY CWMS-MADE OCCUR X SIR: $1 00k Each MKLVSENV103641 $1 000000 pEgACCH�OECCURRENCE PREMISES EaEacc�unenw s3OO OOO MEDE)(P(My oneperson) $5000 Occurrence PERSONAL& ADV INJURY $1,000000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY JET LOC GENERAL AGGREGATE s2,000000 PRODUCTS-COMP/OP AGG 12,000,000 OTHER: s D AUTOI'M LIASILRY X ANY AUTO OWNED SCHEDULED AUTOS ONLY �_ AUTOS HIRED NON-0WNEO AUTOS ONLY AUTOS ONLY BAP011748807 D7/01/2022 07/01/2023 Ea�Q �t SINGLE LIMB 1,000,000 BODILY INJURY (Par person) $ BODILY INJURY(Par aWdenO s PROPERTY DAMAGE PeraWtlard s s g UMBRELLA LIAR X, EXCESS LIAR X OCCUR CLAIMS4MADE LA22FXS7539761C 7/01/2022 ' 07/01/202 EACH OCCURRENCE s5 000 000 AGGREGATE s5,000,000 DED RETENTIONS s C WORKER S NATION ANDEMPOYERS'LIABILITY ANY PROPRIETOR/PARTNERIEXECUTNE YIN OFFICEWMEMBER EXCLUDED? FN (Mandatory If yes, desgibe under nd DESCRIPTION OF OPERATIONS below N/A WC011748707 7/01/2022 07/01/202 X PER °TN- E.L. EACH ACCIDENT S1 OOO OOO E.L DISEASE - EA EMPLOYEE $1 O00000 E.LDISEASE- POLICY LIMIT $1,000000 DESCRIPTION OF OPERATIONS/LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re: Consulting Services Agreement I Description: Historic Resource Report - Las Palmas Liquors. Subject to said policy limits, terms, and exclusions. Where required by written contract, Certificate Holder is an Additional Insured on the General Liability and Auto Liability policies, subject to the terms, conditions and limitations Of said policies and the additional insured endorsement. Where required by written contract, Waiver of Subrogation in favor of Certificate Holder applies to referenced policies subject to the (See Attached Descriptions) City of Palm Springs Attn: City Manager / City Clerk 3200 East Tahquitz Canyon Way Palm Springs, CA 92262 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED (((R''���'EPRESENTATIVE i VW ACORD 25 (2016/03) 1 of 2 #S11008885/M11007729 0 11933-205 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD WATYC DESCRIPTIONS (Continued from Page 1) terms, conditions and limitations of said policies and the Waiver of Subrogation endorsement. It is further agreed that, where required by written contract, the General Liability and Auto Liability insurance as is afforded the Certificate Holder shall be primary and non contributory with any other insurance in force for or which may be purchased by the Certificate Holder. SAGITTA 25.3 (2016103) 2 Of #S110088851M11007729 AADDITIONAL REMARKS SCHEDULE AGENCY Marsh & McLennan Agency LLC CARRIER NAIC CODE THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance NAMED INSURED North Wind Resource Consulting, LLC EFFECTIVE DATE: D.n.2 -; 2 This is evidence of insurance procured and developed under the Alaska Surplus Lines Law, AS 21.34. It is not covered by the Alaska Insurance Guaranty Association Act, AS 21.80. ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD