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HomeMy WebLinkAboutA7231 - ALEMBIC DESIGN STUDIO, LLCCONSULTING SERVICES AGREEMENT (Architectural Services for City Fire Tower Training Facility by Alembic Design Studio) THIS AGREEMENT FOR CONSULTING SERVICES ("Agreement") is made and entered into on November 7, 2018, by and between the City of Palm Springs, a California charter city and municipal corporation ("City"), and Alembic Design Studio, LLC, a California corporation ("Consultant"). City and Consultant are individually referred to as "Party" and are collectively referred to as the "Parties". RECITALS A. City requires the services of an architect for designing a Fire Tower Training Facility ("Project") at the Palm Springs International Airport adjacent to the existing training facility, 3000 E. Alejo Road. B. Consultant has submitted to City a proposal to provide Architectural services to City under the terms of this Agreement. C. Based on its experience, education, training, and reputation. Consultant is qualified and desires to provide the necessary services to City for the Project. D. City desires to retain the services of Consultant for the Project. In consideration of these promises and mutual agreements, City agrees as follows: AGREEMENT 1. CONSULTANT SERVICES 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide architectural design services to City as described in the Scope of Services/ Work attached to this Agreement as Exhibit "A" and incorporated by reference (the "services" or "work"). Exhibit "A" includes the agreed upon schedule of performance and the schedule of fees. Consultant warrants that all services and work shall be performed in a competent, professional, and satisfactory manner consistent with prevailing industry standards. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern. 1.2 Compliance with Law. Consultant services rendered under this Agreement shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations. 1.3 Licenses and Permits. Consultant shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the services required by this Agreement. 1.4 Familiarity with Work. By executing this Agreement, Consultant warrants that it has carefully considered how the work should be performed and fully understands the facilities,difficulties, and restrictions attending performance of the work under this A^ement. ANDOR AGREEMENT 2. TIME FOR COMPLETION 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 set forth in Exhibit "A." Consultant shall not be accountable for delays in the progress of its work caused by any condition beyond its control and without the fault or negligence of Consultant. Delays shall not entitle Consultant to any additional compensation regardless of the party responsible for the delay. 3. COMPENSATION OF CONSULTANT 3.1 Compensation of Consultant. Consultant shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit "A". The total amount of Compensation shall not exceed $24,260.00. Upon execution of this Agreement, and issuance of a Purchase Order therefore, the City will pay Consultant a retainer fee in the amount of Eight Thousand Dollars ($8,000) which shall be credited as payment against the total compensation authorized herein of Twenty Four Thousand, Two Hundred and Sixty Dollars ($24,260), leaving a final payment owed upon completion of the Services in the amount of Sixteen Thousand, two hundred and sixty Dollars ($16,260). 3.2 Method of Pavment. In any month in which Consultant wishes to receive payment. Consultant shall submit to City an invoice for services rendered prior to the date of the invoice, no later than the first working day of such month, in the form approved by City's finance director. Payments shall be based on the hourly rates set forth in Exhibit "A" for authorized services performed. City shall pay Consultant for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Consultant's invoice. 3.3 Changes. In the event any change or changes in the Scope of ServicesAVork is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents, work product, or work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Consultant's profession. 3.4 Appropriations. This Agreement is subject to, and contingent upon, funds being appropriated by the City Council of City for each fiscal year. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City. 4. PERFORMANCE SCHEDULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. 4.2 Schedule of Performance. All services rendered under this Agreement shall be performed under the agreed upon schedule of performance set forth in Exhibit "A." Any time period extension must be approved in writing by the Contract Officer. 4.3 Force Maieure. The ti me for performance of services to be rendered under this Agreement may be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Consultant, if Consultant notifies the Contract Officer within ten (10) days of the commencement of such condition. Unforeseeable causes include, but are not limited to, acts of God or of a public enemy, acts of the government, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, and unusually severe weather. After Consultant notification, the Contract Ofificer shall investigate the facts and the extent of any necessary delay, and extend the ti me for performing the services for the period of the enforced delay when and if, in the Contract Officer's judgment, such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. 4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of four months, commencing on November 12, 2018, and ending on March 12, 2019, unless extended by mutual written agreement of the parties. 4.5 Termination Prior to Exniration of Term City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Consultant. Where termination is due to the fault of Consultant and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination. Consultant shall immediately cease all services except such as may be specifically approved by the Contract Officer. Consultant shall be entitled to compensation for all services rendered prior to receipt of the notice of termination and for any services authorized by the Contract Officer after such notice. Consultant may terminate this Agreement, with or without cause, upon thirty (30) days written notice to City. 5. COORDINATION OF WORK 5.1 Representative of Consultant. The following principal of Consultant is designated as being the principal and representative of Consultant authorized to act and make all decisions in its behalf with respect to the specified services and work: James H Gerber, Principal/Owner. It is expressly understood that the experience, knowledge, education, capability, 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 ti me to personally supervise the services under this Agreement. The foregoing principal may not be changed by Consultant without prior written approval of the Contract Officer. 5.2 Contract Ofificer The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Consultant shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the services. Consultant shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. 5.3 Prohibition Against Subcontracting or Assignment The experience, knowledge, education, capability, and reputation of Consultant, its principals and employees, were a substantial inducement for City to enter into this Agreement. Therefore, Consultant shall not contract with any other individual or entity to perform any services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. 5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Consultant, its agents or employees, perform the services required, except as otherwise specified. Consultant shall perform all required services as an independent Consultant of City and shall not be an employee of City and shall remain at all times as to City a wholly independent Consultant with only such obligations as are consistent with that role; however. City shall have the right to review Consultant's work product, result, and advice. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. 5.5 Personnel. Consultant agrees to assign the following individuals to perform the services in this Agreement. Consultant shall not alter the assignment of the following personnel without the prior written approval of the Contract Officer. Acting through the City Manager, the City shall have the unrestricted right to order the removal of any personnel assigned by Consultant by providing written notice to Consultant. Name: Title: James Gerber Owner 6. INSURANCE Consultant shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit "B", incorporated herein by reference. 7. INDEMNIFICATION 7.1 Indeinnification. To the fullest extent permitted by law. Consultant shall defend (at Consultant's sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of persons (Consultant's employees included), for damage to property, including property owned by City, 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. 7.2 Design Professional Services Indemnirication 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; 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 subcontractors, 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. The Consultant shall require all non-design-professional sub-contractors, 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 7.1 in favor of the Indemnified Parties. In addition. Consultant shall require all non-design- professional sub-contractors, 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. 8. RECORDS AND REPORTS 8.1 Reports. Consultant shall periodically prepare and submit to the Contract Officer reports concerning the performance of the services required by this Agreement, or as the Contract Officer shall require. 8.2 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 enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of this Agreement shall be the property of City. Consultant shall deliver all above-referenced documents to City upon request of the Contract Officer or upon the termination of this Agreement. Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials. Consultant may retain copies of such documents for Consultant's own use. Consultant shall have an unrestricted right to use the concepts embodied in such documents. 8.4 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. 8.5 Cost Records. Consultant shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred while performing under this Agreement. Consultant shall make such materials available at its offices at all reasonable times during the tenn of this Agreement and for three (3) years from the date of final payment for inspection by City and copies shall be promptly furnished to City upon request. 9. ENFORCEMENT OF AGREEMENT 9.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 9.2 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. 9.3 Waiver. No delay or omission in the exercise of any right or remedy of a non- defaulting party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of Consultant. Any waiver by either party of any default must be in writing. No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement. 9.4 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative. 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. 9.5 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 injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. 10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 10.1 Non-Liabilitv of Citv Officers and Employees No officer or employee of City shall be personally liable to the Consultant, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Consultant or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 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 warrants that Consultant has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 10.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Contractor 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"). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City's lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor 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 Contractor 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. 11. MISCELLANEOUS PROVISIONS 11.1 Notice. Any notice, demand, request, consent, approval, or communication that either party desires, or is required to give to the other party or any other person shall be in writing and either served personally or sent by pre-paid, first-class mail to the address set forth below. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. Either party may change its address by notifying the other party of the change of address in writing. To City: City of Palm Springs Attention: City Manager/ City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Consultant: Alembic Design Studio, LLC 532 Santa Barbara Street Santa Barbara, Ca 93101 11.2 Integrated Agreement. This Agreement contains ail of the agreements of the parties and supersedes all other written agreements. 11.3 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement by all Parties. 11.4 Severabilitv. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the parties. 11.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties' successors and assignees. 11.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third-party beneficiary or otherwise, upon any entity or person not a party to this Agreement. 11.7 Recitals. The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same. 11.8 Authority. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. CITY OF PALM SPRINGS, CALIFORNIA David H. Ready Esq., City Manager ATTEST: By4_J/ Antl city Clerk APPROVED AS TO FORM: HV EdwardZTKotkin City Attorney RECOMMENDED: By. Marcus L Fuller, MPA, P.E., P.LS. Assistant City Manager/City Engineer CONSULTANT Alembic Design Studio, LLC, 4 California corporation By:. Signature (notarized) fe Name: James H. Gerber - Title: Principal/Owner By: Signature (notarized) Name:. Title: APPROVEDBV'CITY?A^}!AGER CAUFORNIA ALL-PURPOSE ACKNOWLEDGMENT aVIL CODE §1180 «< rfgt yf± gy. t:t rca-yay=a .'■ft! A notsry public or other officer ocmideting this certiRcate vertfiaa ortiy the identity of the individusi who signed the docunrant to which this cenihcate b attached and not the tnjthfulness. soctfscy. or vafidity of that document )State of Cafifomia r^mtyrf ) On 11^ ^ " \S before me. Dato personally appeared t^o \oS^ f C Hero Inaert Name and TtVe of the Officer T<^/wg-g H -gey-feer Nante^ of fSgner^ who proved to me on tfte basis of satisfactory evidence to be tfie p^sor^ wtiose name^ is/ar^ subscribed to the within instrument and acknowledged to me tftat ho/spibhh^ executed the same inhi3/1je6tti& suiftorized capacttydpd). and tfiat try fu3/l)0^/l(i^ 3tgnalure(3) on tfte instnanent ff>e person^,or the entity upon behalf of wtbcm tt>e persor^ acted, executed tfte instrument I certify under PENALTY OF PERJURY under the laws of tfte State of Colifomta tfiot tfie foregr^ paragraph is true and correct M.SANCHEZ Commission # 2088337Notary Public - California | San Luis Obispo County - Mm Comm. Expires Nov 27, 2018 % WITNESS my hand and official seal. Signature yVU Signature of Notary Pubfic Pbce Notary Seat Above OPTIONAL Though this section is optiortal. oomptehng this itrfotmahon can deter aSerabon of the document or fraudulent reattachment of (fra fonri to an urvntended document Deacription of Attached Document Titfe or Typo of Document Numtier of Pages: Signerts) Ottrer Than Narrted Atrove Copocftyfiea) Clatmed by 8igner(a) Sigrrer's Name: Do Signer's Nam cument Date: □ Corporate Officer — Tdle(8): □ Partner — O Linuted □ QoneroJ □ Incfividual □ Attorney in Fact □ Trustee □ Guardian or Conservator □ Otfrer Sigrrer Is Representirrg: e: □ Cor porate Officer — Title^s): □ Partner — □ Limited □ General □ Irxlivtdual □ Attorney in Fact □ Trustee □ Guardian or Conservator □ Other Signer Is Representing: ©2014 National Notary Aasodaticn • www.Nation3iNotary.org • 1-800-US NOTARY (1 -800-87&'8827) Item #5907 10 Revised: 1/31/18 720599.1 EXHIBIT "A" CONSULTANT'S SCOPE OF SERVICES/WORK Including, Schedule of Fees And Schedule of Performance 11 720599.1 Revised: 1/31/18 SCOPE OF SERVICES: The scope of work generally includes all professional services associated with PS&E for the Project in conformance with City and Federal Aviation Administration (FAA) requirements. The scope of work includes architectural design, structural engineering, civil engineering, geotechnical engineering, electrical and plumbing, and construction cost estimating for the following: Tower Structure Including: • 6- New 40 foot shipping containers • New 20 foot shipping container • Shipping containers stacked as follows: • Four (4) stories on one side (20 foot container on top) • Two (2) stories in the middle • One (1) story on the other side Metal floors in all containers Exterior scissor stair case from ground to 4th story roof with interior access on each floor Exterior stairs to single container roof. Interior stairs connecting 1st to 2nd and 2nd to 3rd stories Fall protection railings around all roofs of containers Rappelling anchor on top of 4th story container (5000 lb. minimum rated anchor) Sixteen (16) operable windows throughout the structure Nine (9) operable exterior doors Four (4) operable interior doors Long lasting epoxy paint on the exterior Structural Engineer building certification Engineered footings to support the structure and stairs. Concrete slab on grade to extend six (6) feet around entire structure. Water- 2- % inch water spigots installed. Site visit to establish location of water source. Coordinate information with City. Electrical- 2- 120v outlets installed. Site visit to establish location of water source. Coordinate information with City. The container stacking/layout may change depending on what the regulations allow. The architect shall be responsible for obtaining the FAA 7460 Form approval for the final design. The Architect shall provide the necessary design/calculations/submittals to obtain a City building license for the Fire Tower. The City shall pay for the cost of the permit fee, estimated to be $500. The following is a summary of the not-to-exceed consulting fees for the design/permitting of the City of Palm Springs Fire Tower: CSI Code Division Qty Unit Unit Cost Cost 01-000 General Conditions Urban Study/FAA 7460 submission 1 EA $2,250 $2,260 720599.1 12 Revised: 1/31/18 Feasibility Study/ Code analysis 1 EA $1,500 $1,500 Conceptual Design 1 EA $2,500 $2,500 Construction Documents 1 EA $8,500 $8,500 Safety Engineering 1 EA $2,500 $2,500 Structural Engineering 1 EA $6,000 $6,000 OSHA Safety requirements 1 LS $1,000 $1,000 Total:$24,260 The design shall be detailed enough for contractors to bid and construct the City of Palm Springs Fire Tower including, but not limited to; CSI Code Division Estimated Construction Cost 03-100 Concrete • If required provide 4" slab on grade foundation with #3,4 steel reinforcement; • Compacted gravel base at all new slab on grade; • Miscellaneous fasteners, anchor bolts, forms, etc. $5,840 05-100 Container components • Furnish (2) one trip 20'-0 containers • Furnish (6) one trip 40'-0 containers $37,305 05-500 Metal Fabrications • F&I HSS 2"x4" tube steel at all exterior door locations • F&I HSS 2"x4" tube steel at all interior door locations • F&I HSS 2"x4" tube steel at all exterior window door locations $12,400 06-450 Custom Interior Stairs • Furnish and install new exterior stair carriages and stringers • Furnish landings at all exterior stair locations, pending code analysis, exact scope TBD • Furnish and install (1) exterior 9' training ladder • Furnish and install (2) new interior stairs from 1 to 2, & 3 to 4 $14,700 720599.1 13 Revised: 1/31/18 07-100 Waterproofing • Provide waterproofing at new foundation walls • Damp-proofi ng foundati on wal 1 s $2,800 07-700 Roofing and Flashing • Furnish and install new V Channel break metal pan at all container seams to protect from • water intrusion $1,250 08-700 Hardware • Install hardware at all new interior doors (TBD) • Install hardware at all new exterior doors (TBD) • Provide new metal shutters at all window locations for nighttime training, sheets will be hinged to widow casing and filet welded in place • Furnish and install new safety guard rail around exterior perimeter of container decks • Where exposed for fall protection, install gate at rappel evolution as required • Furnish and install rappel anchor at roof deck, 5000 pd typical $8,550 09-600 Flooring • F&I new self leveling epoxy water proof flooring throughout • F&I new self leveling flame proof flooring in area where open flame is to be used $15,500 09-900 Preparation and Painting • Prime and paint (6) 40'-0" container exteriors with one (1) coat of primer/rust inhibitor • and two (2) coats of exterior grade Hy-tech paint • Prime and paint (2) 20'-0" container exteriors with one (1) coat of primer/rust inhibitor • and two (2) coats of exterior grade Hy-tech paint • Prime and paint all container interiors with one (1) coat of primer/rust inhibitor and two • (2) coats of exterior grade Hy-tech paint $12,800 11-450 Appliances • Allowance for new test kitchen area, specification TBD $1,200 15-200 Plumbing • Provide new 4" water line from main service with pressure regulator and emeigency shut off valve, actual distance and location TBD $2,400 14 720599.1 Revised: 1/31/18 16-100 Electrical • Provide disconnects and temporary power and wiring • Provide filing and filing fees • Provide 4" PVC conduit from existing power pole to the structure • Furnish and install one (1) 60Amp single (1) phase main switchboard • Supply and install outlets • Provide wiring for water kitchen equipment • Provision of devices; • Lutron 120V wall outlets $8,620 Total:$123,365 Schedule of Performance Task No. Task Description Dates 1 Execute Contract/Insurance/Issue PC 11/12/18 2 Urban Study/FAA 7460 submission 11/29/18 3 Feasibility Study/Code analysis Submittal 11/29/18 4 Conceptual Design 12/5/18 5 Construction Documents, 100%1/4/18 6 Safety Engineering Submittal 1/11/18 7 Structural Engineering Calculations 1/11/18 8 OSHA Approval 1/18/18 9 B&S Permit Issued 1/25/18 10 Bidding Support Through 2/28/18 11 Construction Support Through 4/25/18 12 Project Complete/Final Invoice 5/2/18 For Additional Services that may arise during the course of the Project, the Owner shall compensate Alembic Design Studio as follows: RATE SCHEDULE: Additional Engineering Consultant, rates will be billed 100.00 an hourly basis for MEP, mechanical, plumbing and electrical worksheets as required by CBC 2016. 15 Revised; 1/31/18 720599.1 Additional architectural details or changes in scope will be billed at 150.00 per hour. ADDITIONAL SERVICES: Alembic Design LLC shall not proceed to provide the following services without the Owner's written authorization: • General project over site to be provided for the duration of schedule; • Services necessitated by a change in Project, previous instructions or approvals given by the Owner, or a material change in the Project including, but not limited to, size, quality, complexity, the Owner's schedule or budget for Cost of the Work, or procurement or delivery method; • Services necessitated by the Owner's request for extensive environmentally responsible design alternatives, such as unique system designs, in-depth material research, energy modeling, or LEED® certification; • Editing previously prepared Instruments of Service necessitated by the enactment or revision of codes, laws or regulations or official interpretations; Preparation for, and attendance at, a public presentation, meeting or hearing; Preparation for, and attendance at a dispute resolution proceeding or legal proceeding, except where the Architect is party thereto; Evaluation of the qualifications of bidders or persons providing proposals; Consultation concerning replacement of Work resulting from fire or other cause during construction; As-built documentation and site verification; Design revisions based on feedback from discretionary meetings or hearings; Committee submittals, meetings, hearings; Project operational meetings; Value Engineering for budget control; Re-design, document preparation, and/or attendance at a public hearing resulting from an appeal; • Documentation, submittals, and processing of other permits that may be required not identified in the Agreement; EXCLUSIONS: Testing, abatement, containment or removal of hazardous materials. All Permit fees, including expediting, filing and environmental use permits. Supply and installation of audio/video components, controls, connections and wire. Supply and installation security alarm system wiring, components and connections. Unforeseen conditions. All hardscape work pending landscaping drawings. Union labor. Phased work, Engineering and Surveying. Cost for controlled inspections. Cost of temporary utilities used during construction. Underground trenching Ground penetrating radar Third party inspections PAYMENT SCHEDULE: 16 Revised: 1/31/18 720599.1 After the $8,000 retainer is expended, Alembic Design LLC, shall bill monthly a percentage based on the overall control budget, plus reimbursable expenses incurred during the previous month or upon completion of major milestones. All invoices are due on receipt. A 30-day past due will be considered a request by Owner to stop work. Unpaid balances after 30 days shall incur a 1.5% per month service charge. Alternate financial arrangements may be requested, and must be agreed to in writing. If Proposed scope of work has been accepted, the Client agrees to pay ($24,260.00) for the total award of Design/Construction Documents. Unless stated elsewhere in the contract documents, invoices shall be submitted every month (with two payments expected). Payments are due within ten (10) days from the date the request for payment is received by the Owner. The following is also understood: • Payments are due by the Owner ten (10) days after receipt of the Requisition. • There are no third party beneficiaries to this letter. • This letter shall govern all activities in regards to this project. • This letter can only be terminated in writing, by mutual consent. All fees and weekly rates will be chaiged pre-rata and paid in full. • This letter is governed by the laws of the State of California. Alembic Design LLC, reserves the right to use photographs or other graphical images of the finished work for its own marketing purposes, including web sites, social media and print. The owner's identity and location of the project will not be disclosed without prior written permission from the owner. 17 Revised; 1/31/18 720599.1 EXHIBIT "B" INSURANCE PROVISIONS Including Verification of Coverage, Sufficiency of Insurers, Errors and Omissions Coverage, Minimum Scope of Insurance, Deductibles and Self-Insured Retentions, and Severability of Interests (Separation of Insureds) 18 Revised: 1/31/18 720599.1 INSURANCE 1. Procurement and Maintenance of Insurance. Consultant shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Consultant's performance under this Agreement. Consultant shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City, and submit concurrently with its execution of this Agreement. Consultant shall also carry workers' compensation insurance in accordance with California workers' compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extensions. Such insurance shall not be cancelable without thirty (30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Consultant's obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers. 2. Minimum Scope of Insurance. The minimum amount of insurance required under this Agreement shall be as follows: 1. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars ($2,000,000) general aggregate; 2. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00) per occurrence; 3. Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate is: X'required 0 _ is not required;_J 4. Workers' Compensation insurance in the statutory amount as required by the State of California and Employer's Liability Insurance with limits of at least one million dollars $1 million per occurrence. If Consultant has no employees. Consultant shall complete the City's Request for Waiver of Workers' Compensation Insurance Requirement form. 3. Primary Insurance. For any claims related to this Agreement, Consultant's insurance coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Consultant's insurance and shall not contribute with it. For Workers' Compensation and Employer's Liability Insurance only, the insurer shall waive all rights of subrogation and 19 Revised; 1/31/18 720599.1 contribution it may have against City, its elected officials, officers, employees, agents, and volunteers. 4. Errors and Omissions Coverage If Errors & Omissions Insurance is required, and if Consultant provides claims made professional liability insurance. Consultant shall also agree in writing either (1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Consultant's services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier in the amount required by this Agreement for at least three years after completion of Consultant's services under this Agreement. Consultant shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy. 5. Sufficiencv of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best's Key Rating of 3++, Class Vn, or better, unless otherwise acceptable to the City. 6. Verification of Coverage. Consultant shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, effecting 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. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured... " ("as respects City of Palm Springs Contract No. " or "for any and all work performed with the City" may be included in this statement/ 2. "This insurance is primary and non-contributory over any insurance or self- insurance the City may have..." ("a5 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. 20 Revised: 1/31/18 720599.1 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. 7. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City prior to commencing any work or services under this Agreement. At the option of the City, either (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its elected officials, officers, employees, agents, and volunteers; or (2) Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self-insured retention under the policy. Consultant guarantees payment of all deductibles and self-insured retentions. 8. Severabilitv of Interests fSeparation of InsuredsV This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer's liability. 21 Revised: 1/31/18 720599.1