HomeMy WebLinkAboutA6965 - RIOS CLEMENTI HALE STUDIOS - PS PARK LANDSCAPE DESIGN CONSULTING SERVICES AGREEMENT
Rios Clementi Hale Studios
Downtown Palm Springs Park
Landscape Architectural Concept Design Services
THIS AGREEMENT FOR CONSULTING SERVICES ("Agreement") is made and
entered into on '3 , 201 rl , by and between the City of Palm Springs, a
California charter city and municipal corporation ("City"), and Rios Clementi Hale
Studios, ("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 landscape architect, for preparation of
landscape architectural conceptual design of the Downtown Palm Springs Park,
("Project').
B. Consultant has submitted to City a proposal to provide landscape
architectural design services for preparation of conceptual design of the Downtown
Palm Springs Park, 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 landscape architectural design services to City as
described in the Scope of ServicesiWork 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.
720599.1 �1 ORII I//ll1FFi��INLLI BID . Revised:515/16
ANDIOR AGREEMENT
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 Thirty-Eight Thousand Dollars ($38,000).
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
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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 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 one
year, commencing on February 14, 2017, and ending on February 14, 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: Mark
Rios, Partner. It is expressly understood that the experience, knowledge, education,
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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 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 contractor of City and shall not be
an employee of City and shall remain at all times as to City a wholly independent
contractor with only such obligations as are consistent with that role; 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:
Mark Rios Partner
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.
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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 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
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720599.1
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 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
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720599.1
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-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. Contractor acknowledges that no officer or
employee of the City has or shall have any direct or indirect financial interest in this
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720599.1
Agreement nor shall Contractor enter into any agreement of any kind with any such
officer or employee during the term of this Agreement and for one year thereafter.
Contractor warrants that Contractor 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. Consultant covenants that, by and
for itself, its heirs, executors, assigns, and all persons claiming under or through them,
that there shall be no discrimination or segregation in the performance of or in
connection with this Agreement regarding any person or group of persons on account of
race, color, creed, religion, sex, marital status, disability, sexual orientation, gender
identity, gender expression, national origin, physical or mental disability, medical
condition, or ancestry.
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: Mark Rios
Rios Clementi Hale Studios
639 N. Larchmont Blvd., Suite 100
Los Angeles, CA 90004
11.2 Integrated 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,
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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.
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720599.1
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
dates stated below.
"CITY"
City of Palm Springs
Date: �1 V V.{
Y•
David H. Ready, P
City Manager
M'PRCN6D JJY C MUNCIL
APPROVED TO FORM: ATTEST
By: By:
,eAiJ Z. KA1 ih Kathleen D. Hart, MMC
City Attorney Interim City Clerk
"CONSULTANT"
Rios Clementi Hale Studios
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Date: fi� �� ,��� By : MA—
(name)
W\c%rn. k;i,
t (president)
'Date: _ b `®� i-7
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secretary)
10 Revised:515/16
770599 1
EXHIBIT "A"
CONSULTANT'S
SCOPE OF SERVICES/WORK
Including,
Schedule of Fees
And
Schedule of Performance
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720599.1
February 14, 2017
David Ready, Esq., Ph.D., City Manager/City Engineer
Marcus Fuller, PAPA, PE, PLS, Assistant City Manager/City Engineer
City of Palm Springs
Palm Springs City Hall
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262
Sent via email: david.ready@palmsprings-ca.gov
marcus.fuller@paimsprings-ca.gov
P R 0 P 0 S A L
LANDSCAPE ARCHITECTURE CONCEPT DESIGN SERIVCES
PALM SPRINGS CITY PARK
N,-
L Dear David and Marcus,
S,IN:W-
We are pleased to provide you with this proposal for professional landscape
architecture concept design and community outreach services for the Palm Springs
City Park. This proposal will define the agreement between the City of Palm Springs
ILI 5 11 (Owner) and Rios Clementi Hale Studios (RCHS).
51—W 1:11:m
SCOPE OF WORK
RCHS will provide conceptual landscape architecture services for the new city park.
Areas to be considered include:
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2. Flexible, active areas for potential events
3. Recreation area(s),seating
4. Dog friendly area
5. Gathering areas
, 1., 6. New trees and plantings
7. ADA connection from sidewalks and paseo into and through the-park
111:; 1 6A 8. Art/artful space/installations
CGL 1 9. Walkways/service pathways
10, Open shade structures as part of garden destinations
11. Overall urban connections between Palm Canyon and the Palm Springs
III
Museum
SCOPE OF SERVICES
I-!I I Uwlj CONCEPT DESIGN PHASE (Approximately 6-8 weeks)
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1. Overall site master plan/site program/site analysis
2. Overall conceptual landscape master plan options
3. Exterior renderings and sketches
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RI HALE STUD IOS
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r! + 4. Related case studies: size and programs
='T Y _` 5. Review prior design options by prior teams -
6. Materials palette
7. Concept precedent image boards
8. 3-D digital model
9. Conceptual landscape image board
10. Overall conceptual landscape and hardscape materials palette
11. Three(3) conceptual design options
12. Overall site circulation plan
13. Concept narrative and concept connection to place
14. Overall RCHS project administration
15. Three(3) park committee design review sessions
16. One(1)final concept plan with illustrative images
FEE: $24,000
COMMUNITY OUTREACH PHASE—Concurrent with Concept Design
1. Review all project documents and programming goals with community forum
and stakeholders
2. Program and concept analysis presentation for community workshop
3. Develop three (3) initial conceptual design and program options and
accompanying drawing and presentation materials for community meeting
4. Two (2) Public Community outreach and community meetings/presentations
on Park Concept and programming
5. One (1) City Council presentation for programming phase approval
FEE: $14,000
Assistance for future design phases including schematic design, design development,
construction documents, permitting, bidding, and construction administration will be
under a separate contract.
C 0 N D I T 1 0 N S
1. This agreement is based on the AIA Document B101, Standard Form of
Agreement between Owner and Architect, 2007 Edition. All terms and
conditions of Document 8101 are incorporated into this agreement as though
fully set forth.
2. This proposal is valid for thirty(30) days only.
3. Owner shall provide all necessary information and documents in the form of
survey, reports and drawings required for the landscape architectural services
to proceed.
4. All other professional fees for irrigation, fountain, pool,spa, mechanical,
electrical, civil, survey,structural and mechanical engineering, and
waterproofing design services are not par of Rios Clementi Hale Studios'
scope of work.
'!" '` • ' 5. Coordination and submittal to governmental agencies over and above that
included in this scope of work will not be completed without additional
compensation, such as building code modifications or zoning administrator
appeals.
6. Billing shall be on a monthly basis, as work is completed. Fees are due and
payable upon presentation of invoice. Invoices for projects will be emailed as
a PDF file to the Ovmer's billing or accounts receivable manager, or to the
Owner's representative. Original copies are available upon request.
7. Professional fees for hourly services will be billed at current hourly rates. As of
February 1, 2016, Partner time is billed at$275.00 per hour, Principal time
is billed at$220.00 per hour, Senior Associate/Senior Designer time is billed
at$195.00 per hour, Associate/Project Manager time is billed at$165.00
per hour, Designer time is billed between $125.00-$140.00 per hour, Senior
Administrative time at$110.00 per hour, Draftsman time is billed at $95.00
per hour and Administrative time at$85.00 per hour. Hourly rates are
subject to change and client will be notified 30 days in advance of any
change.
8. Additional services when requested by Owner or Architect will be invoiced
monthly at our current hourly rates.
9. Reimbursables shall be billed at 1.1 times direct cost. Such expenditures may
include but are not limited to the following: messenger and delivery charges;
mileage; reproduction and blueprinting expenses; plotting, photography;
graphic resources; fax and long distance telephone expenses; and travel
expenses, including transportation, parking fees, lodging and meals(travel
expenses will be billed against allowance). Vehicle mileage will be billed at
the current IRS mileage rate for specific job related trips (i.e. product and
material research and selection, and long distance job meetings). Mileage for
meetings within Los Angeles is included within the total contract fees.
10. If the Owner finds it necessary to abandon the project, Rios Clementi Hale
Studios shall be compensated for all work completed under the Scope of
Services according to the schedule of payments designated under the Fee
Schedule.
11.The Owner and Architect agree to limit Rios Clementi Hale Studios' liability to
the Owner,Architect, and to all construction contractors and sub-contractors
due to the non willful acts, errors, or omissions of the Landscape Architect,
such that the total aggregate liability of the Landscape Architect to all those
named shall not exceed these fees.
12. All documents furnished by Rios Clementi Hale Studios under this proposal
are instruments of Landscape Architect's services. They are not intended or
represented to be suitable for reuse by Owner or others on extensions of the
project or on any other project. Any reuse without specific written verification
and adaptation by Rios Clementi Hale Studios for the specific purposes
intended will be at the user's sole risk and without liability or legal exposure
to Rios Clementi Hale Studios.
13. Rios Clementi Hale Studios retains ownership of any developed graphic
" patterns/products/furniture, and reserves all rights to their reuse.
14. All questions in dispute under this agreement shall be submitted to arbitration
at the choice of either party in accordance with the rules of the American
Arbitration Association and judgment upon any award rendered may be
entered in any court having jurisdiction.
Please call if you have any questions regarding this proposal. To authorize us to
proceed, return a signed copy to this office. I look forward to working with you on this
project.
Sincerely,
RIOS CLEMENTI HALE STUDIOS Date:
Mark W. Rios, FAIR, FASLA Accepted By:
Partner
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)
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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,
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720599.1
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 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
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720599.1
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.
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.
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