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HomeMy WebLinkAboutA7198 - SANBORN ARCHITECTURE GROUP INC - ALTA SURVEY OF PLAZA THEATER AND SURROUNDING PROPERTIES CONSULTING SERVICES AGREEMENT ALTA SURVEY OF PLAZA THEATER AND SURROUNDING PROPERTIES 128 S. PALM CANYON DRIVE SANBORN ARCHITECTURE GROUP INC. THIS AGREEMENT FOR CONSULTING SERVICES ("Agreement") is made and entered into on 0 p4r tq , 2018, by and between the City of Palm Springs, a California charter city and municipal corporation ("City"), and Sanborn Architecture Group, Inc, 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 a Land Surveying Professional, for an ALTA survey of the Plaza Theater at 128 S. Palm Canyon Drive and surrounding properties, ("Project"). B. Consultant has submitted to City a proposal to provide an ALTA Survey to comply with the 2016 American Land Title Association and American Congress on Surveying and Mapping Standards of 2016, Table "A" items No. 1,2,4,5,6,7,8,9,10,11,13,14 and 19, 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 professional land surveying 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. ORIGINAL BID ANDIOR AGREEMENT ] Revised:1/31/18 720599.1 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 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$7,500.00. 3.2 Method of Payment. 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 Services/Work 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 724599.1 2 Revised:1/31/18 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 time 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 Officer shall investigate the facts and the extent of any necessary delay, and extend the time 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 two months, from the date this agreement is executed, and ending on September 30, 2018, unless extended by mutual written agreement of the parties. , 4.5 Termination Prior to Expiration 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: Allen M. Sanborn, President. 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 time 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 Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Consultant shall be responsible for keeping the Contract Officer 3 Revised:1/31/18 720599.1 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: Allen M. Sanborn President 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 Indemnification. 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 4 Revised:1131/18 720599.1 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 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: 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. $ Revised:1/31/18 720599.1 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 term 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. 6 Revised:1131/18 720599.1 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-Liability of City 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 Azainst 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, 7 Revised:1/31/18 720599A 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: Sanborn Architecture Group, Inc. Attention: Allen M. Sanborn, President 71780 San Jacinto Dr. Bldg. E-1 Rancho Mirage, CA 92270 Telephone: (760) 423-0600 Email: allen@sanbornag.com 11.2 Intelzrated Agreement. This Agreement contains all 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 Severability. 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 g Revised:1131118 720599.1 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. 9 Revised:1131118 720599.1 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. "CITY" City of Palm Springs Date: David H. Ready, PhD APPROVED By OR'MANAGER City Manager (� APPROVED AS TO FORM: ATTEST 'B zX r By: Edward Z. Kotkin, thony MqJL—J� City Attorney City Clerk "CONSULTANT" Sanborn Architecture Group, Inc. Date: �//� By : Al Allen M. San orn, President Date: (name, title) 0 Revised:1/31/18 720599.1 CALIFORNIA.ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§1189 A rom—i public G:other officer ocrr,p'ehng this cart:n=e verifies on f tira identiy of the�_ricrridsal Alto sigred the document to which thin certif'r..ata�s ached,and not the mithfdrign,acmirocy,ar valAt of ttl'tat docurnant State of California ) County at On 3 ^ 8 before rne. S uS A j C e.84-*_r r DSte Hwa Pn tName and TjUe of the Offi perconalKr appeared I\e n /►1. So,n 6or nQ . Y rQs'l "t a+ S&r,)) r Name(,of vrgnsrtrs). Arm k,4`�C� Grd�±P, =,JC. who proved to me on the basis or,satisfactory evidence to be the pemonf,-0; whose namev ia' r6 subvoribed%to the w4hin instrument and acknowledged to me that he/al;eAher executed the name in hiaFbar+thairtiuthorised capacity4eec*'and that by hi&&ftttA;1r'_bignaturC,4on the inatrument the person or the entit_✓upon behalf of which the peranO acted,executed the inetrvment I certify under PENALTY OF PERJURY under the law- of the State of Oaliforrnia that the foregoing paragraph is true and correct. SUSAN CHESTER WITNESS my hand 37 official seal. Comm.#2223301 'p N r NWARY PUBLIC•CALIFORMU RIVERSIDE COLWY "' Signature IIY Comm.FJCP.Nov.25,2021 4,gtur,.=.f Notary Public A'sca!+Notary;last Above OPTfOAbq L Though fhia aec5on is apticns.,compleUng fhry informs on earl dater akersttnn of the document or fraudulent reattachmanf of this form to an unntended document Description of Attached Document cc__ AA Title or Type of Document.COQ S w)'�un4 aJe�J Ce3 �ocument Date: Niuunber of Pager: Signer(-) Other Than Named Above: Capacity(iea)Claimed by Signer{a) Signers Name: All,+-AM, S-,6q Signer a Name: XGorporate Officer—Tit1(s): fes, ❑Corporate Officer—Title(-)_ ❑Partner— ❑Limited ❑General ❑Partner— ❑Limited ❑General ❑Individual ❑Attorney in Fact ❑individual ❑Attorney in Fact ❑Trustee ❑Guardian or Conservator ❑Trustee ❑Guardian or!Conservator ❑Other. ❑Other. Signer Is Representing: fligner le Representing: W2014 Natona NotW ArzDdabon•www.Natcra.Notary.org•1-800-US NOTARY(1-800-878-8827) Item*5907 ]] Revised:1131/18 720599.1 EXHIBIT 66A99 CONSULTANT'S SCOPE OF SERVICES/WORK Including, Schedule of Fees And Schedule of Performance 12 Revised:1/31/18 720599.1 AE 5 NB KN hRCH7ET CTURE= ' GROI.lP;ING. July 17,2018 Diana Shay diana.shayna,palmspringsca.gov Redevelopment Coordinator City of Palm Springs 3200 E.Tahquitz Canyon Way Palm Springs,CA 92262 RE: ALTA Survey—Plaza Theater&Surrounding Area 128 S.Palm Canyon Dr.,Palm Springs Dear Diana: Pursuant to your request, Sanborn Architecture Group,Inc. is pleased to submit the following ALTA survey proposal for your property located at 128 S.Palm Canyon Dr., in the City of Palm Springs, California and the surrounding area of the Plaza Theater,APN#'s 513-144-001, 513-144-002, 513-144-006, 513-144-007, 513- 144-010,513-144-011, 513-144-012, 513-144-013,and a portion of 513-144-009. SCOPE OF SERVICES SAG will provide you with an A.L.T.A. Survey to comply with the 2016 American Land Title Association and American Congress on Surveying and Mapping Standards of 2016,Table"A"items No. 1,2,4, 5,6, 7, 8,9, 10, 11, 13, 14,and 19. We will be required to perform field survey to verify conditions at your boundaries. The A.L.T.A.will be based on the owners supplied current title report. We will require copies of all documents as noted in said title report. SCHEDULE OF FEES: SAG will provide the above Scope of Services for a fee of$7,500.00. We estimate we will complete the A.L.T.A. Survey as outlined herein within 20 working days after authorization to proceed,receipt of current title report and all back up documents. 71780 San Jacinto Dr. *Bldg.E-1 *Rancho Mirage,California 92270*(760)423-0600*allen@sanbornag.com Page 2 July 17,2018 SCHEDULE OF SERVICES CONT: This fee does not include printing,reproduction or shipping. This fee does not include the cost of preparing a Record of Survey, corner records and fees relating to the Record of Survey or corner records, if they are required.The State of California requires a Record of Survey be filed with the County Surveyor if permanent property monuments are set. The action of both parties to this agreement shall be in accordance with the Sanborn Architecture Group,Inc., Standard Contract Provisions,which are attached hereto and are a part of this proposal. If we have omitted any terms or if you have any comments,questions or suggestions please do not hesitate to contact our office. As soon as this proposal has been signed and the retainer submitted,we will immediately schedule the work. Sanborn Architecture Group,Inc.thanks you for the opportunity to offer this proposal. This proposal is valid for thirty days. We look forward to working with your toward the successful completion of your project. Sincerely, SANBORN ARCHITECTURE GROUP,INC. Affen 914. San6orn Allen M. Sanborn, President AMS:sc ACCEPTANCE I have read the above proposal and agree to the terms and conditions contained therein. By Date Title 71780 San Jacinto Dr. *Bldg.E-1 *Rancho Mirage,California 92270*(760)423-0600*allen@sanbomag.com EXHIBIT "B" INSURANCE PROVISIONS Including Verification of Coverage, Sufficiency of Insurers, l Errors .and Omissions Coverage, Minimum Scope of Insurance, Deductibles and Self-Insured Retentions, and Severability of Interests (Separation of Insureds) 13 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 is not required; 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 14 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. Sufficiency 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 B++, Class VII, 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..." ("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. 15 Revised:1/31/18 20599.1 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. Severability of Interests (Separation of Insureds). 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. 16 Revised:1/31/18 720599.1 MMIDDNY A�" CERTIFICATE OF LIABILITY INSURANCE DAT7i3o/2o18rn 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 policy(ies) must 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 rights to the certificate holder in lieu.of such endorsement(s). PRODUCER CONTACT Dealey Renton and Associates PHONE Thi Grinwald FAX Lic.#0020739 Arc No Ext:714 427-6810 A/C No):714 427-6818 600 Anton Boulevard, Suite 100 ADDRIEss: tgrinwald@dealeyrenton.com Costa Mesa CA 92626 INSURERS AFFORDING COVERAGE NAIC# INSURER A:Travelers Property Casualty Co of Amen 25674 INSURED SANBOARCH INSURER B:XL Specialty Insurance Co. 37885 Sanborn Architecture Group, Inc. 71780 San Jacinto Dr., Bldg. E-1 INSURERC: Rancho Mirage CA 92270 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:422382038 REVISION NUMBER: 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 CONTRACT OR 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. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LTR POLICY NUMBER MM/DD/YYYY MM/DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y 6807,1160953 7/12/2018 7/12/2019 EACH OCCURRENCE $1,000,000 CLAIMS-MADE PC] OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $1.ODD,000 MED EXP(Any one person) $10,D00 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000.000 POLICY PRO JECT P�] LOC PRODUCTS-COMP/OP AGG $2,000.000 OTHER: $ MBINED A AUTOMOBILE LIABILITY 6807J160953 7/12/2018 7/12/2019 COINGLE LIMIT Ea accident S $Included ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED /� BODILY INJURY(Per accident) $ AUTOS AUTOS �/ X HIRED AUTOS X NON-OWNED PROPERTY DAMAGE AUTOS AUTOS \ Per accident UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB HCLAIMS-MADE AGGREGATE $ DEC RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE I I ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ❑ N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ B Professional Liability DPS9916105 7/12/2017 7/12/2020 $1,000,000 per claim Is Claims Made / $2,000,000 annual agg DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space Is required) Re:All Operations as pertains to named insured. The City of Palm Springs is Additional Insured as respects to General Liability coverage as required by written contract. CERTIFICATE HOLDER CANCELLATION 30 Days notice of cancellation SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Palm Springs 3200 E.Tahquitz Canyon Way Palm Springs CA 92262 AUTHORI ED REPRESENTATIVE a ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY POLICY. NUMBER: 6807J160953 ISSUED DATE: 7/30/2018 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part for"bodily injury" or"property damage" included in the"products- completed operations hazard", provided that such contract was signed and executed by you before, and is in effect when, the bodily injury or property damage occurs. Location And Description Of Completed Operations Any project to which an applicable contract described in the Name of Additional Insured Person(s) or Organization(s) section of this Schedule applies. Information required to complete this-Schedule, if not shown above, will be shown in the Declarations. Section II — Who Is An Insured is amended to in- location designated and described in the schedule of clude as an additional insured the person(s) or or- this endorsement performed for that additional in- ganization(s) shown in the Schedule, but only with sured and included in the "products-completed opera- respect to liability for "bodily injury" or"property dam- tions hazard". age" caused, in whole or in part, by"your work" at the CG 20 37 07 04 ©ISO Properties, Inc., 2004 Page 1 of 1 COMMERCIAL GENERAL LIABILITY POLICY NUMBER: 6807J160953 ISSUED DATE: 7/3y0/2018 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: Any person or organization that you agree in a written contract (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) The TRANSFER OF RIGHTS OF RECOVERY damage arising out of your ongoing operations or AGAINST OTHERS TO US Condition (Section IV- "your work" done under a contract with that person COMMERCIAL GENERAL LIABILITY CONDITIONS) or organization and included in the "products is amended by the addition of the following: completed operations hazards." This waiver applies We waive any right of recovery we may have against only to the person or organization shown in the the person or organization shown in the Schedule Schedule above. above because of payments we make for injury or CG 24 0410 93 Copyright, Insurance Services Office, Inc., 1992 Page 1 of 1 POLICY NUMBER 6807J160953 COMMERCIAL GENERAL LIABILITY ISSUED DATE: 7/30/2018 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. J r ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART / SCHEDULE Names of Additional Insured Person(s) or Organ izati on(s): Any person or organization that you agree in a written contract, on this Coverage Part, provided that such written contract was signed and executed by you before, and is in effect when the "bodily injury" or"property damage"occurs or the"personal injury" or"advertising injury"offense is committed.. Location of Covered Operations: Any project to which an applicable written contract with the described in the Name of Additional Insured Person(s) or Organization(s)section of this Schedule applies. (Information required to complete this Schedule, if not shown above, will be shown in the Declarations.) A. Section II —Who Is An Insured is amended to in- This insurance does not apply to "bodily injury" or clude as an additional .insured the person(s) or "property damage" occurring, or "personal injury" organization(s) shown in the Schedule, but only or "advertising injury" arising out of an offense with respect to liability for"bodily injury", "property committed, after: damage", "personal injury" or "advertising injury". 1. All work,--including materials, parts or equip- caused, in whole or in part, by: ment furnished in connection with such work, 1. Your acts or omissions; or- on the project (other than service, mainte- 2. The acts or omissions of those acting on your . nance or repairs) to be performed by or on behalf; behalf of the additional insured(s) at the loca- tion of the covered operations has been com- in the performance of your ongoing operations for pleted; or the additional insured(s) at the location(s) desig- nated above. 2. That portion of "your work" out of which the injury or damage arises has been put to its in- B. With respect to the.insurance afforded to these tended use by 'any person or organization additional insureds, the following additional exclu- other than another contractor or subcontrac- sions apply: for engaged in performing operations for�a principal as a part of the same project. CG D3 61 03 05 Copyright 2005 The St. Paul Travelers Companies, Inc.All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc.with its permission. 1 • I POLICY NUMBER: 6807J160953 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.' OTHER INSURANCE - ADDITIONAL INSUREDS - PRIMARY AND NON-CONTRIBUTORY WITH RESPECT TO CERTAIN OTHER INSURANCE This endorsement modifies insurance provided under the following: ✓ COMMERCIAL GENERAL LIABILITY COVERAGE PART The following is added to Paragraph 4. a., Primary (1) The "bodily injury" or'"property damage"for which Insurance, of SECTION IV — COMMERCIAL GEN- coverage is sought is caused by an 'occurrence" ERAL LIABILITY CONDITIONS: that takes place; and However, if you specifically agree in a written contract (2) The "personal injury" or "advertising injury" for or agreement that the insurance afforded to an addi- which coverage is sought arises out of an offense tional insured under this Coverage Part must apply on that is committed; a primary basis, or a primary and non-contributory basis, this insurance is primary to other insurance that subsequent to the signing and execution of that con- is available to such additional insured which covers tract or agreement by you. such additional insured as a named insured, and we will not share with that other insurance, provided that: CG D4 25 07 08 ©2008 The Travelers Companies,Inc. Page 1 of 1 CompensationCertificate of Exemption from - TO: City of Palm Springs ATTN. City Clerk and Risk Manager SUBJECT.- Sole Proprietor/Partnership/Closely Held Corporation with No Employees Please let this memorandum notify the City of Palm. Springs that I am a ❑ sole proprietor ❑ partnership closely held corporation and do not have any employees whose employment requires me to carry workers' compensation insurance. Therefore, I do not carry workers' compensation insurance coverage. I further warrant that I understand the requirements of Section 3700, et seq., of the California Labor Code with respect to providing Workers' Compensation coverage for any employees. I agree to comply with the code requirements and all other applicable laws and regulations regarding workers' compensation, payroll taxes, FICA and tax withholding and similar employment issues. l further agree to hold the City of Palm Springs harmless from loss or liability which may arise from the failure to comply with any such laws or regulations. A//wvl� Risk Management Approval: Contractor Signature Mtn f�. Sae0jorn Printed Name of Contractor Date Date