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HomeMy WebLinkAboutA6791 - ARCHITECTURAL RESOURCES GROUP CORNELIA WHITE HOUSE EXTERIOR REPAIRS CP 15-16 AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT NO. 6791 WITH ARCHITECTURAL RESOURCES GROUP, INC. CORNELIA WHITE HOUSE EXTERIOR REPAIRS, CITY PROJECT NO. 15-16 The following articles of Agreement No. 6791 are hereby amended to read as follows: SECTION 2.1 Maximum contract amount is increased by $5,127.06 and the total amount of compensation is amended to $46,253.06 SCOPE OF SERVICES (Exhibit "A") - Exhibit"A" is amended as follows: Add the following Structural Evaluation scope of work: 1. Conduct a detailed site visit. Access throughout the structure, including some access into the attic (if possible), the interior space and crawlspace will be arranged by City staff. Document photographs of existing conditions and note the current conditions of the structural elements. 2. Perform preliminary structural calculations as required for the evaluation. Building is a very unique structure and during early stages of evaluation only a general evaluation is possible. Utilize the Tier 1 methodology included in the ASCE 41-13 document "Seismic Evaluation and Retrofit of Existing Buildings"for this project. 3. Develop a list of noted and potential deficiencies and describe the impact of those deficiencies. 4. Develop a list of mitigation recommendations to be completed and prioritize where possible. Describe those measures for consideration in the report and annotate photos where appropriate. 5. Write final letter report of the findings including the items described above. The Compensation identified on Exhibit"A" is hereby amended as follows: Compensation for Structural Evaluation shall be hourly based upon the standard rates of the Architect and his Consultants, not to exceed $4,994. Reimbursable for expenses shall be on an allowance, not to exceed $133.06. Total Contract amount is increased by$5,127.06 and amended to a total amount of$46,253.06 PURCHASE ORDER SUMMARY Purchase Order Number(s): 16-0714 Agreement Number: 6791 Original City Manager Approval: December 15, 2015 Original Contract Amount: $ 41,126 Amount of This Increase $ 5,127.06 Amended Total: $ 46,253.06 Account Number: 261-1395-54114 ORIGINAL BID NOW AGREEMENT Except as specifically amended by this Amendment No. 1, all terms and provisions of Agreement No. 6791 remain in full force and effect. ATTEST: CITY OF PALM SPRINGS, a California charter city By: City Clerk g , City Manager APPRO E TO FORM: APPROVED BY CITY MANAGER M By f�kL ' 6\2'\ob Yob C�\ Attorney CONSULT NT: Architectural Resources Group, Inc. Check one:_Individual_Partnership X Corporation Corporations require two notarized signatures: One signature must be from the Chairman of Board, President, ny Vice President. The second si nature must be from the Secretary, Assistant Secretary, Treasurer As sistant Treasurer or Chief Fir anci Officer). B : Not rized Signature of Chairman of Board, resident By: Notarize Signature Secretary, Asst. Secretary, or any Vice President Treasurer,Asst.Treasurer or Chief Financial Officer Name: ( C { �C Name: I' Title: te�I �� l Title: S—'& t � A notary p=drthe' Of officer completing this certificate he klentiry of theState of California Individual e document to which MisCountvof San Francisco certificatednotthetruthfulness,[1UCLt accuraty, hatdocurn I. OnaryP .fib before me, p Notary Pudic personally appeared jy7G.kt�t _DaAr:rl�_ we55el who proved to me on the basis of satisfactory evidence to be the personls)whose namels)it/are subscribed to the within instrument and acknowledged tome that hei/sKe/they executed the sarne in his/ Wr/their authorized capacity(ieO,and that by W,bef/their signaturets)on the instrument the personls),or the entity upon behalf of which the person(s)acted,executed the instrument. I certify under PENALTY Of PERJURY under the laws of the State of California that the fore JOSH SANCHEZ foregoing paragraph h is true and correct. 9 9P 9 P =s{t ; COMna. N2117537 �J r uctary FL HruIC `orn!a WITNESS my hand and official seal. f c�' San Erans o ru ncy �� J T_ Comm.Ex fires Jun 78,2019 Signature: 5 T L May 17, 2016 Christopher Smith Architectural Resources Group 65 N. Raymond Avenue, Suite 220 Pasadena, CA 91103 Reference: PROPOSAL FOR STRUCTURAL ENGINEERING SERVICES PRELIMINARY STRUCTURAL EVALUATION REPORT OF THE CORNELIA WHITE HOUSE, PALM SPRINGS, CALIFORNIA [SF PROJECT #16125] Dear Christopher: It is our pleasure to provide this proposal for structural engineering services related to a preliminary structural evaluation and Historic Structures Report of the Cornelia White House in Palm Springs. We understand that the client (City of Palm Springs) has requested a brief structural evaluation of the building to be added to your scope. We have based this proposal on our conversations and a brief review of your draft report dated March 18, 2016. The house consists of a one-story wood frame structural originally built in 1893 at a different location. It was first moved in 1944 and then again in 1979 to its present location. We are not aware that any of original or renovation structural drawings are available for our review. We propose the following tasks: 1. Conduct a detailed site visit. We will require access throughout the structure, including some access into the attic if possible, the interior spaces and crawlspace. While there, we will photograph the existing conditions and note the current conditions of the structural elements. 2. We will perform some very preliminary structural calculations as required for our evaluation. This building is a very unique structure and at this early stage of evaluation, only a general evaluation is possible. We plan to utilize the Tier 1 methodology included in the ASCE 41-13 document "Seismic Evaluation and Retrofit of Existing Buildings'for this project. 3. We will develop a list of noted and potential deficiencies and describe the impact of those deficiencies. 19210 S.VERMONT AVENUE,BUILDING B,SUITE 210, GARDENA, CALIFORNIA 90248 PHONE 310-323-9924 FAx 310-323-9925 Page 2 May 17, 2016 4. We will develop a list of mitigation recommendations to be completed and prioritize where possible. We will describe those measures for consideration in our report and annotate photos where appropriate. 5. Write a final letter report of our findings including the items described above. We will provide our services in accordance with our Structura/Engineering Services—Genera/ Conditions and Compensation, a copy of which is attached. We propose to provide these services (evaluation phase) for a lump sum fee of$5,000 plus reimbursable expenses (mileage) with 10% markup. We will invoice monthly on a percent complete basis. David Cocke, S.E. will serve as the principal-in-charge and as Project Manager. David will be assisted by other staff as needed and he will be available at any time as your contact on this project. Please feel free to call if you would like to discuss any aspects of this proposal. If you find the terms of this proposal acceptable, please indicate with your signature below and return one copy for our files, or issue an authorization for us to begin. Sincerely, STRUCTURAL FOCUS �In Ir V v`� David W. Cocke, S.E. President Reference: PROPOSAL FOR STRUCTURAL ENGINEERING SERVICES PRELIMINARY STRUCTURAL EVALUATION REPORT OF THE CORNELIA WHITE HOUSE, PALM SPRINGS, CALIFORNIA [SF PROJECT #16125] ACCEPTED: BY: DATE: enclosures 8 Structural Focus Project Name: Cornelia White House-Prelim.Structural Evaluation Project Number: 16125 Date: June 15,2016 Prepared by: DWC Managing Principal Associate Project Design Structural Intem CAD Admin. Task Principal (PM) Engineer Engineer Designer Designer Specialist Services Site Visit 8 Prelim Calcs 1 4 Note Deficiencies 2 2 Develop Recommendations 2 2 Letter Report 2 4 TOTAL HOURS 15 0 0 0 12 0 0 0 0 RATES $210 $200 $180 $150 $135 $115 $80 $80 $35 SUBTOTAL $3,150 $0 $0 $0 $1.620 $0 $0 $0 $0 FEE TOTAL S4 994 REIMBURSABLE EXPENSES 224 Round Trip $0.54 $120.96 Mileage incl. 10%markup $133.08 S:12016 projects1161254160615 Structural Focus Fees SUNGARD PENTAMATION - FUND ACCOUNTING MANAGER PAGE NUMBER: 1 DATE: 07/06/16 CITY OF PALM SPRINGS AUDIT21 TIME: ll:55:03 EXPENDITURE AUDIT TRAIL SELECTION CRITERIA: orgn.fund=1261' expledgr.key_orgn='1395' and expledgr.account='54114' ACCOUNTING PERIODS: 1/16 THRU 13/16 SORTED BY: FUND,FUNCTION,DEPARTMENT,IST SUBTOTAL,2ND SUBTOTAL,ACCOUNT TOTALED ON: FUND,FUNCTION,DEPARTMENT,IST SUBTOTAL PAGE BREAKS ON: FUND,FUNCTION,DEPARTMENT FUND - 261 - CAPITAL PROJECTS ➢EPARTMENT - 1395 - CITY FACILITY IMPRVEMENTS ACCOUNT CUMULATIVE DATE T/C ENCUMBRANC REFERENCE VENDOR BUDGET EXPENDITURES ENCUMBRANCES DESCRIPTION BALANCE 54114 CORNELIA WHITE HOUSE REPR 261-10-1395-1395 - CITY FACILITY IMPRVEMENTS 54114 CORNELIA WHITE HOUSE REPR .00 .00 .00 BEGINNING BALANCE 11/03/15 11-4 .00 11/03/15 13-4 200,000.00 RES 23925 BUD ADJ 10/31-7 11/19/15 21-5 1082372 96009 RIVERSIDE COUNTY 50.00 .00 NOE FEE-CORNELIA WHIT O1/12/16 17-7 00160714-01 27452 ARCHITECTURAL RE 41,126.00 PRESERVATION SERVICES 03/31/16 21-9 00160714-01 1084807 27452 ARCHITECTURAL RE 8,177.47 -8,177.47 16-0714 #1 05/19/16 21-11 00160714-01 1085716 27452 ARCHITECTURAL RE 9,715.33 -9,715.33 16-0714 42 06/09/16 21-12 00160714-01 1086052 27452 ARCHITECTURAL RE 927.60 -927.60 16-0714 N3 TOTAL CORNELIA WHITE HOUSE REPR 200,000.00 18,870.40 22,305.60 158,824.00 TOTAL 1ST SUBTOTAL - CAPITAL 200,000.00 18,870.40 22,305.60 158,824.00 TOTAL DEPARTMENT - CITY FACILITY IMPRVEMENT 200,000.00 18,870.40 22,305.60 158,624.00 TOTAL FUNCTION - GENERAL GOVERNMENT 200,000.00 18,870.40 22,305.60 158,824.00 TOTAL FUND - CAPITAL PROJECTS 200,000.00 16,870.40 22,305.60 158,824.00 TOTAL REPORT 200,000.00 16,870.40 22,305.60 158,824.00 • THERE IS A NOTE ASSOCIATED WITH THIS TRANSACTION PROFESSIONAL SERVICES AGREEMENT (Architectural Resources Group, Inc.) THIS PROFESSIONAL SERVICES AGREEMENT ( "Agreement") is entered into, and effective on �2 2A6 , 2015, between the CITY OF PALM SPRINGS, a California charter city and municipal corporation, ("City") and Architectural Resources 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 has determined that there is a need architectural and historic preservation services for the Cornelia White House Exterior Repair project ("Project"). B. Consultant has submitted to City a proposal to provide architectural and historic preservation services to City for the Project under the terms of this Agreement. C. Consultant is qualified by virtue of its experience, training, education, reputation, and expertise to provide these services and has agreed to provide such services as provided in this Agreement. D. City desires to retain Consultant to provide such professional services. In consideration of these promises and mutual obligations, covenants, and conditions, the Parties agree as follows: AGREEMENT 1. SERVICES OF CONSULTANT 1.1 Scope of Services.In compliance with all terms and conditions of this Agreement, Consultant agrees to perform the professional services set forth in the Scope of Services described in Exhibit "A" (the "Services" or "Work") , which is attached and incorporated by reference. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that Consultant is a provider of first class work and professional services and that Consultant is experienced in performing the Work and Services contemplated and, in light of such status and experience, Consultant covenants that it shall follow the highest professional standards in performing the Work and Services required in this Agreement. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized as high quality among well-qualified and experienced professionals performing similar work under similar circumstances. 1.2 Contract Documents, The Agreement between the Parties shall consist of the following: (1) this Agreement; (2) the Scope of Services; (3) the City's Request for Proposals; and, (4) the Consultant's signed, original proposal submitted to the City ] Revised: 6/16/10 720660.1 f ("Consultant's Proposal"), (collectively referred to as the "Contract Documents'). The City's Request for Proposals and the Consultant's Proposal, which are both attached as Exhibits "B" and "C", respectively, are incorporated by reference and are made a part of this Agreement. The Scope of Services shall include the Consultant's Proposal. All provisions of the Scope of Services, the City's Request for Proposals and the Consultant's Proposal shall be binding on the Parties. Should any conflict or inconsistency exist in the Contract Documents, the conflict or inconsistency shall be resolved by applying the provisions in the highest priority document, which shall be determined in the following order of priority: (Vt) the provisions of the Scope of Services (Exhibit "A"); (2"d) the provisions of the City's Request for Proposal (Exhibit "B"); (3'd) the terms of this Agreement; and, (4"') the provisions of the Consultant's Proposal (Exhibit "C"). 1.3 Compliance with Law. Consultant warrants that all Services rendered shall be performed in accordance with all applicable federal, state, and local laws, statutes, ordinances lawful orders, rules, and regulations. 1.4 Licenses, Permits. Fees, and Assessments. Consultant represents and warrants to City that it has obtained all licenses, pen-nits, qualifications, and approvals of whatever nature that are legally required to practice its profession and perform the Work and Services required by this Agreement. Consultant represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, qualification, or approval that is legally required for Consultant to perform the Work and Services under this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant's performance of the Work and Services required by this Agreement. Consultant shall indemnify, defend, and hold harmless City against any such fees, assessments, taxes penalties, or interest levied, assessed, or imposed against City to the fullest extent permitted by law. 1.5 Familiarity with Work. By executing this Agreement, Consultant warrants that Consultant (a) has thoroughly investigated and considered the Scope of Services to be performed, (b) has carefully considered how the Services should be performed, and (c) fully understands the facilities, difficulties, and restrictions attending performance of the Services under this Agreement. If the Services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of any Services. Should the Consultant discover any latent or unknown conditions that will materially affect the performance of the Services, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the City. 1.6 Care of Work. Consultant shall adopt reasonable methods during the term of the Agreement to furnish continuous protection to the Work and the equipment, materials, papers, documents, plans, studies, and/or other components to prevent 2 Revised: 6/16/10 72066v.i losses or damages. Consultant shall be responsible for all such damages, to persons or property, until acceptance of the Work by the City, except such losses or damages as may be caused by City's own negligence. 1.7 Further Responsibilities of Parties. Parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Parties agree to act in good faith to execute all instruments, prepare all documents, and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. 1.8 Additional Services. City shall have the right at any time during the performance of the Services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to, or deducting from such Work. No such extra work may be undertaken unless a written order is first given by the City to the Consultant, incorporating any adjustment in (i) the Maximum Contract Amount, as defined below, and/or (ii) the time to perform this Agreement. Any adjustments must also be approved in writing by the Consultant. Any increase in compensation of up to twenty-five percent (25%) of the Maximum Contract Amount or $25,000, whichever is less, or in the time to perform of up to thirty (30) days, may be approved by the City Manager, or his designee, as may be needed to perform any extra work. Any greater increases, occurring either separately or cumulatively, must be approved by the Palm Springs City Council. It is expressly understood by Consultant that the provisions of this section shall not apply to the services specifically set forth or reasonably contemplated within the Scope of Services. 2. COMPENSATION 2.1 Maximum Contract Amount. For the Services rendered under this Agreement, Consultant shall be compensated by City in accordance with the Schedule of Compensation, which is attached as Exhibit "D" and incorporated in this Agreement by reference. Compensation shall not exceed the maximum contract amount of Forty One Thousand One Hundred Twenty Six Dollars, ($41,126) ("Maximum Contract Amount"), except as may be provided under Section 1.8. The method of compensation shall be as set forth in Exhibit "D." Compensation for necessary expenditures for reproduction costs, telephone expenses, and transportation expenses must be approved in advance by the Contract Officer designated under Section 4.2 and will only be approved if such expenses are also specified in the Schedule of Compensation. The Maximum Contract Amount shall include the attendance of Consultant at all Project meetings reasonably deemed necessary by the City. Consultant shall not be entitled to any increase in the Maximum Contract Amount for attending these meetings. Consultant accepts the risk that the services identified in the Scope of Services may be more costly and/or time-consuming than Consultant anticipates, that Consultant shall not be entitled to additional compensation, and that the provisions of Section 1.8 shall not be applicable to the services identified in the Scope of Services. The maximum amount of city's payment obligation under this section is the amount specified in this Agreement. If the City's maximum payment obligation is reached before the Consultant's Services under this Agreement are completed, 3 Revised: 6/16/10 7306691 Consultant shall complete the Work and City shall not be liable for payment beyond the Maximum Contract Amount. 2.2. Method of Payment. Unless another method of payment is specified in the Schedule of Compensation (Exhibit "D"), in any month in which Consultant wishes to receive payment, Consultant shall submit to the City an invoice for services rendered prior to the date of the invoice. The invoice shall be in a form approved by the City's Finance Director and must be submitted no later than the tenth (10) working day of such month. Such requests shall be based upon the amount and value of the services performed by Consultant and accompanied by such reporting data including an itemized breakdown of all costs incurred and tasks performed during the period covered by the invoice, as may be required by the City. City shall use reasonable efforts to make payments to Consultant within forty-five (45) days after receipt of the invoice or as soon as is reasonably practical. There shall be a maximum of one payment per month. 2.3 Chances in Scope. In the event any change or changes in the Scope of Services 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. 2.4 Appropriations. This Agreement is subject to and contingent upon funds being appropriated by the City Council for each fiscal year covered by the Agreement. If such appropriations are not made, this Agreement shall automatically terminate without penalty to the City. 3. SCHEDULE OF PERFORMANCE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. The time for completion of the services to be performed by Consultant is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently the Work of this Agreement according to the agreed upon attached Schedule of Performance (Exhibit "E°), incorporated by reference. 3.2 Schedule of Performance. Consultant shall commence the Services under this Agreement upon receipt of a written notice to proceed and shall perform all Services within the time period(s) established in the Schedule of Performance. When requested by Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer, but such extensions shall not exceed one hundred eighty (180) days cumulatively; however, the City shall not be obligated to grant such an extension. 4 Revised: 6116/10 720669J 3.3 Force Maieure. The time period(s) specified in the Schedule of Performance for performance of the Services rendered under this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant (financial inability excepted) if Consultant, within ten (10) days of the commencement of such delay, notifies the Contract Officer in writing of the causes of the delay. Unforeseeable causes include, but are not limited to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, and/or acts of any governmental agency, including the City. The City Manager shall ascertain the facts and the extent of delay, and extend the time for performing the Services for the period of the enforced delay when and if in the judgment of the City Manager such delay is justified. The City Manager's determination shall be final and conclusive upon the Parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of the Agreement under this section. 3.4 Term. Unless earlier terminated under this Agreement, this Agreement shall commence upon the effective date of this Agreement and continue in full force and effect until completion of the Services, or December 31, 2016, whichever is sooner. Any extension must be through mutual written agreement of the Parties. 3.5 Termination Prior to Expiration of Term. City may terminate this Agreement for its convenience at any time, without cause, in whole or in part, upon giving Consultant thirty (30) days written notice. 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 such notice, City shall pay Consultant for Services performed through the date of termination. Upon receipt of such notice, Consultant shall immediately cease all work under this Agreement, unless stated otherwise in the notice or by written authorization of the Contract Officer. After such notice, Consultant shall have no further claims against the City under this Agreement. Upon termination of the Agreement under this section, Consultant shall submit to the City an invoice for work and services performed prior to the date of termination. Consultant may terminate this Agreement, with or without cause, upon sixty (60) days written notice to the City, except that where termination is due to material default by the City, the period of notice may be such shorter time as the Consultant may determine. 4. COORDINATION OF WORK 4.1 Representative of Consultant. The following principal of Consultant is designated as being the principal and representative of Consultant authorized to act in its behalf and make all decisions with respect to the Services to be performed under this Agreement: Christopher Smith, Senior Associate. It is expressly understood that the experience, knowledge, education, capability, expertise, and reputation of the foregoing 5 Revised: 6/16/10 720669.1 principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services performed hereunder. The foregoing principal may not be changed by Consultant without prior written approval of the Contract Officer. 4.2 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. 4.3 Prohibition Against Subcontracting or Assignments. The experience, knowledge, capability, expertise, and reputation of Consultant, its principals and employees, were a substantial inducement for City to enter into this Agreement. Therefore, Consultant shall not assign full or partial performance of this Agreement, nor any monies due, voluntarily or by operation of law, without the prior written consent of City. Consultant shall not contract with any other entity to perform the Services required under this Agreement without the prior written consent of City. If Consultant is permitted to subcontract any part of this Agreement by City, Consultant shall be responsible to City for the acts and omissions of its subcontractor(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. All persons engaged in the Work will be considered employees of Consultant. City will deal directly with and will make all payments to Consultant. In addition, neither this Agreement nor any interest in this Agreement may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written consent of City. Transfers restricted in this Agreement shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release Consultant or any surety of Consultant from any liability under this Agreement without the express written consent of City. 4.4 Independent Contractor. The legal relationship between the Parties is that of an independent contractor, and nothing shall be deemed to make Consultant a City employee. A. During the performance of this Agreement, Consultant and its officers, employees, and agents shall act in an independent capacity and shall not act or represent themselves as City officers or employees. The personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Neither City nor any of its officers, employees, or agents shall have control over the conduct of Consultant or any of its officers, employees, or agents, except as set forth in this Agreement. Consultant, its Revised: 6/16/10 720669I officers, employees, or agents shall not maintain an office or any other type of fixed business location at City's offices. City shall have no voice in the selection, discharge, supervision, or control of Consultant's employees, servants, representatives, or agents, or in fixing their number, compensation, or hours of service. Consultant shall pay all wages, salaries, and other amounts due its employees in connection with this Agreement and shall be responsible for all reports and obligations respecting them, including but not limited to social security income tax withholding, unemployment compensation, workers' compensation, and other similar matters. City shall not in any way or for any purpose be deemed to be a partner of Consultant in its business or otherwise a joint venturer or a member of any joint enterprise with Consultant. B. Consultant shall not have any authority to bind City in any manner. This includes the power to incur any debt, obligation, or liability against City. C. No City benefits shall be available to Consultant, its officers, employees, or agents in connection with any performance under this Agreement. Except for professional fees paid to Consultant as provided for in this Agreement, City shall not pay salaries, wages, or other compensation to Consultant for the performance of Services under this Agreement. City shall not be liable for compensation or indemnification to Consultant, its officers, employees, or agents, for injury or sickness arising out of performing Services. If for any reason any court or governmental agency determines that the City has financial obligations, other than under Section 2 and Subsection 1.8 in this Agreement, of any nature relating to salary, taxes, or benefits of Consultant's officers, employees, servants, representatives, subcontractors, or agents, Consultant shall indemnify City for all such financial obligations. 5. INSURANCE 5.1 Types of Insurance. Consultant shall procure and maintain, at its sole cost and expense, the insurance described below. The insurance shall be for the duration of this Agreement and includes any extensions, unless otherwise specified in this Agreement. The insurance shall be procured in a form and content satisfactory to City. The insurance shall apply against claims which may arise from the Consultant's performance of Work under this Agreement, including Consultant's agents, representatives, or employees. In the event the City Manager determines that the Work or Services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Consultant agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the City Manager or his designee. Consultant shall immediately substitute any insurer whose A.M. Best rating drops below the levels specified in this Agreement. Except as otherwise authorized below for professional liability (errors and omissions) insurance, all insurance provided under this Agreement shall be on an occurrence basis. The minimum amount of insurance required shall be as follows: A. Errors and Omissions Insurance. Consultant shall obtain and maintain in full force and effect throughout the term of this Agreement, standard industry 7 Revised: 6/16/10 730669_1 form professional liability (errors and omissions) insurance coverage in an amount of not less than one million dollars ($1,000,000.00) per occurrence and two-million dollars ($2,000,000.00) annual aggregate, in accordance with the provisions of this section. (1) Consultant shall either: (a) certify in writing to the City that Consultant is unaware of any professional liability claims made against Consultant and is unaware of any facts which may lead to such a claim against Consultant; or (b) if Consultant does not provide the certification under (a), Consultant shall procure from the professional liability insurer an endorsement providing that the required limits of the policy shall apply separately to claims arising from errors and omissions in the rendition of services under this Agreement. (2) If the policy of insurance is written on a "claims made" basis, the policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of three (3) years from the date of the completion of the Services provided hereunder. In the event of termination of the policy during this period, Consultant shall obtain continuing insurance coverage for the prior acts or omissions of Consultant during the course of performing Services under the terms of this Agreement. The coverage shall be evidenced by either a new policy evidencing no gap in coverage, or by obtaining separate extended "tail" coverage with the present or new carrier or other insurance arrangements providing for complete coverage, either of which shall be subject to the written approval by the City Manager. (3) In the event the policy of insurance is written on an "occurrence" basis, the policy shall be continued in full force and effect during the term of this Agreement, or until completion of the Services provided for in this Agreement, whichever is later. In the event of termination of the policy during this period, new coverage shall immediately be obtained to ensure coverage during the entire course of performing the Services under the terms of this Agreement. B. Workers' Compensation Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, workers' compensation insurance in at least the minimum statutory amounts, and in compliance with all other statutory requirements, as required by the State of California. Consultant agrees to waive and obtain endorsements from its workers' compensation insurer waiving subrogation rights under its workers' compensation insurance policy against the City and to require each of its subcontractors, if any, to do likewise under their workers' compensation insurance policies. If Consultant has no employees, Consultant shall complete the City's Request for Waiver of Workers' Compensation Insurance Requirement form. C. Commercial General Liability Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of at least one million dollars ($1,000,000.00) and two million dollars ($2,000,000.00) general aggregate for bodily injury and property damage 8 Revised: 6/16/10 720669.1 including coverages for contractual liability, personal injury, independent contractors, broad form property damage, products and completed operations. D. Business Automobile Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of business automobile liability insurance written on a per occurrence basis with a single limit liability in the amount of one million dollars ($1,000,000.00) bodily injury and property damage. The policy shall include coverage for owned, non-owned, leased, and hired cars. E. Employer Liability Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of employer liability insurance written on a per occurrence basis with a policy limit of at least one million dollars ($1,000,000.00)for bodily injury or disease. 5.2 Deductibles and Self-Insured Retentions. Any deductibles or self- insured retentions must be declared to and approved by the City Manager or his/her designee prior to commencing any work or services under this Agreement. Consultant guarantees payment of all deductibles and self-insured retentions. City reserves the right to reject deductibles or self-insured retentions in excess of $10,000, and the City Manager or his/her designee may require evidence of pending claims and claims history as well as evidence of Consultant's ability to pay claims for all deductible amounts and self-insured retentions proposed in excess of$10,000. 5.3 Other Insurance Requirements. The following provisions shall apply to the insurance policies required of Consultant under this Agreement: 5.3.1 For any claims related to this Agreement, Consultant's coverage shall be primary insurance with respect to the City and its officers, council members, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City and its officers, council members, officials, employees, agents, and volunteers shall be in excess of Consultant's insurance and shall not contribute with it. 5.3.2 Any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to City and its officers, council members, officials, employees, agents, and volunteers. 5.3.3 All insurance coverage and limits provided by Consultant and available or applicable to this Agreement are intended to apply to each insured, including additional insureds, against whom a claim is made or suit is brought to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations shall limit the application of such insurance 9 Revised: 6/16/10 720669,1 coverage. 5.3.4 No required insurance coverages may include any limiting endorsement which substantially impairs the coverages set forth in this Agreement (e.g., elimination of contractual liability or reduction of discovery period), unless the endorsement has first been submitted to the City Manager and approved in writing. 5.3.5 Consultant agrees to require its insurer to modify insurance endorsements to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the endorsements. Certificates of insurance will not be accepted in lieu of required endorsements, and submittal of certificates without required endorsements may delay commencement of the Project. It is Consultant's obligation to ensure timely compliance with all insurance submittal requirements as provided in this Agreement. 5.3.6 Consultant agrees to ensure that subcontractors, and any other parties involved with the Project who are brought onto or involved in the Project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the Project will be submitted to the City for review. 5.3.7 Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non- compliance with any insurance requirement in no way imposes any additional obligations on the City nor does it waive any rights in this or any other regard. 5.3.8 Consultant shall provide proof that policies of insurance required in this Agreement, expiring during the term of this Agreement, have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. Endorsements as required in this Agreement applicable to the renewing or new coverage shall be provided to City no later than ten (10) days prior to expiration of the lapsing coverage. 5.3.9 Requirements of specific insurance coverage features or limits contained in this section are not intended as limitations on 10 Revised: 6/16/10 720669.1 coverage, limits, or other requirements, or as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all-inclusive. 5.3.10 The requirements in this section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impair the provisions of this section. 5.3.11 Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the Work performed under this Agreement and for any other claim or loss which may reduce the insurance available to pay claims arising out of this Agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City, or to reduce or dilute insurance available for payment of potential claims. 5.3.12 Consultant agrees that the provisions of this section shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages resulting from the Consultant's activities or the activities of any person or person for which the Consultant is otherwise responsible. 5.4 Sufficiency of Insurers. Insurance required 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 such requirements are waived in writing by the City Manager or his designee due to unique circumstances. 5.5 Verification of Coverage. Consultant shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, affecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Consultant's insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers' Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: 11 Revised: 6/16/10 720669 1 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. 4. Both the Workers' Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Consultant's obligation to provide them. 6. INDEMNIFICATION 6.1 Indemnification and Reimbursement. 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 12 Revised: 6/16/10 720669.1 indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. This provision is intended for the benefit of third party Indemnified Parties not otherwise a party to this Agreement. 6.2 Design Professional Services Indemnification and Reimbursement. If the Agreement is determined to be a "design professional services agreement" and Consultant is a "design professional" under California Civil Code Section 2782.8, then: 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 6.1 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. 7. REPORTS AND RECORDS 7.1 Accounting Records. Consultant shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Consultant shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and to enable the Contract Officer to evaluate the performance of such Services. 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. 7.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the Services required by this 13 Revised: 6/16/10 T0G69J Agreement, or as the Contract Officer shall require. Consultant acknowledges that the City is greatly concerned about the cost of the Work and Services to be performed under this Agreement. For this reason, Consultant agrees that Consultant shall promptly notify the Contract Officer the estimated increased or decreased cost if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the contemplated Work or Services. If Consultant is providing design services, Consultant shall promptly notify the Contract Officer the estimated increased or decreased cost for the project being designed if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the design services. 7.3 Ownership of Documents. All drawings, specifications, reports, records, documents, memoranda, correspondence, computations, and other materials prepared by Consultant, its employees, subcontractors, and agents in the performance of this Agreement shall be the property of City and shall be promptly delivered to City upon request of the Contract Officer or upon the termination of this Agreement. Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials. Any use of such completed documents for other projects and/or use of incomplete documents without specific written authorization by the Consultant will be at the City's sole risk and without liability to Consultant, and the City shall indemnify the Consultant for all resulting damages. Consultant may retain copies of such documents for their own use. Consultant shall have an unrestricted right to use the concepts embodied tin this Agreement. Consultant shall ensure that all its subcontractors shall provide for assignment to City of any documents or materials prepared by them. In the event Consultant fails to secure such assignment, Consultant shall indemnify City for all resulting damages. 7.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. All information gained by Consultant in the performance of this Agreement shall be considered confidential and shall not be released by Consultant without City's prior written authorization. 7.5 Audit and Inspection of Records. After receipt of reasonable notice and during the regular business hours of City, Consultant shall provide City, or other agents of City, such access to Consultant's books, records, payroll documents, and facilities as City deems necessary to examine, copy, audit, and inspect all accounting books, records, work data, documents, and activities directly related to Consultant's performance under this Agreement. Consultant shall maintain such books, records, data, and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during the term of this Agreement and for a period of three (3) years from the date of final payment by City hereunder. 14 Revised: 6116/10 720669.1 8. ENFORCEMENT OF AGREEMENT 8.1 California Law and Venue. This Agreement shall be construed and interpreted both as to validity and as to performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such County, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 8.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. 8.3 Default of Consultant. Consultant's failure to comply with any provision of this Agreement shall constitute a default. A. If the City Manager, or his designee, determines that Consultant is in default in the performance of any of the terms or conditions of this Agreement, he/she shall notify Consultant in writing of such default. Consultant shall have ten (10) days, or such longer period as City may designate, to cure the default by rendering satisfactory performance. In the event Consultant fails to cure its default within such period of time, City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice of any remedy to which City may be entitled at law, in equity, or under this Agreement. Consultant shall be liable for all reasonable costs incurred by City as a result of such default. Compliance with the provisions of this section shall not constitute a waiver of any City right to take legal action in the event that the dispute is not cured, provided that nothing shall limit City's right to terminate this Agreement without cause under Section 3.5. B. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 8.3A, take over the work and prosecute the same to completion by contract or otherwise. The Consultant shall be liable to the extent that the total cost for completion of the Services required hereunder exceeds the Maximum Contract Amount (provided that the City shall use reasonable efforts to mitigate such damages). The City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. The withholding or failure to withhold payments to Consultant shall not limit Consultant's liability for completion of the 15 Revised: 6/16/10 7206691 Services as provided in this Agreement. 8.4 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. Any waiver by the Parties of any default or breach of any covenant, condition, or term contained in this Agreement, shall not be construed to be a waiver of any subsequent or other default or breach, nor shall failure by the Parties to require exact, full, and complete compliance with any of the covenants, conditions, or terms contained in this Agreement be construed as changing the terms of this Agreement in any manner or preventing the Parties from enforcing the full provisions. 8.5 Rights and Remedies Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. 8.6 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, remedy or recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 8.7 Attorney Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non-judicial proceeding, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to recover from the non-prevailing Party all reasonable costs and expenses. These include but are not limited to reasonable attorney fees, expert consultant fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding. To the extent authorized by law, in the event of a dismissal by the plaintiff or petitioner of the litigation or non judicial proceeding within thirty (30) days of the date set for trial or hearing, the other Party shall be deemed to be the prevailing Party in such litigation or proceeding. 9. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 9.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Consultant, or any successor-in-interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 9.2 Conflict of Interest. No officer or employee of the City shall have any direct or indirect financial interest in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects their 16 Revised: 6/16/10 720669J financial interest or the financial interest of any corporation, partnership, or association in which he/she is, directly or indirectly, interested in violation of any state statute or regulation. 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. 9.3 Covenant Against Discrimination. Covenant Against Discrimination. In connection with its performance under this Agreement, Consultant shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, age, marital status, ancestry, national origin, sexual orientation, gender identity, physical or mental disability, or medical condition. Consultant shall ensure that applicants are employed, and that employees are treated during their employment, without regard to their race, religion, color, sex, age, marital status, ancestry, sexual orientation, gender identity, physical or mental disability, medical condition, or national origin. Such actions shall include, but not be 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. 10. MISCELLANEOUS PROVISIONS 10.1 Patent and Copyright Infringement. To the fullest extent permissible under law, and in lieu of any other warranty by City or Consultant against patent or copyright infringement, statutory or otherwise: A. It is agreed that Consultant shall defend at its expense any claim or suit against City on account of any allegation that any item furnished under this Agreement, or the normal use or sale arising out of the performance of this Agreement, infringes upon any presently existing U.S. letters patent or copyright and Consultant shall pay all costs and damages finally awarded in any such suit or claim, provided that Consultant is promptly notified in writing of the suit or claim and given authority, information and assistance at Consultant's expense for the defense of same, and provided such suit or claim arises out of, pertains to, or is related to the negligence, recklessness or willful misconduct of Consultant. However, Consultant will not indemnify City if the suit or claim results from: (1) City's alteration of a deliverable, such that City's alteration of such deliverable created the infringement upon any presently existing U.S. letters patent or copyright; or (2) the use of a deliverable in combination with other material not provided by Consultant when it is such use in combination which infringes upon an existing U.S. letters patent or copyright. B. Consultant shall have sole control of the defense of any such claim or suit and all negotiations for settlement in the event City fails to cooperate in the defense of any suit or claim, provided, however, that such defense shall be at Consultant's expense. Consultant shall not be obligated to indemnify City under any settlement that is made without Consultant's consent, which shall not be unreasonably withheld. If the use or sale of such item is enjoined as a result of the suit or claim, Consultant, at no expense to City, shall obtain for City the right to use and sell the item, 17 Revised: 6/16/10 720669J 10.2 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. All notices shall be personally delivered, sent by pre- paid First Class U.S. Mail, registered or certified mail, postage prepaid, return receipt requested, or delivered or sent by facsimile with attached evidence of completed transmission. All notices shall be deemed received upon the earlier of (i) the date of delivery to the address of the person to receive such notice if delivered personally or by messenger or overnight courier; (ii) five (5) business days after the date of posting by the United States Post Office if by mail; or (iii) when sent if given by facsimile. Any notice, request, demand, direction, or other communication sent by facsimile must be confirmed within forty-eight (48) hours by letter mailed or delivered. Other forms of electronic transmission such as e-mails, text messages, and instant messages are not acceptable manners of notice required hereunder. Notices or other communications shall be addressed as follows: To City: City of Palm springs Attention: Assistant City Manager/City Engineer 3200 E. Tahquitz Canyon Way Palm springs, California 92262 Telephone: (760) 323-8204 Facsimile: (760) 323-8332 To Consultant: Architecural Resources Group, Inc. 8 Mills Place, Suite 300 Pasadena, CA 91105 Attention: Christopher Smith Telephone: (626) 583-1401 Facsimile: (626) 583-1414 10.3 Integrated Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to the subject matter in this Agreement. 10.4 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement by all Parties. 10.5 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement shall be determined to be invalid by a final judgment or decree of a court of competent jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the reminder of that provision, or the remaining provisions of this Agreement unless the invalid provision is so material that its invalidity deprives either Party of the basic benefit of their bargain or renders this Agreement meaningless. 18 Revised: 6/16/10 72066v.1 10.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties' successors and assignees. 10.6 Third Party Beneficiary. Except as may be expressly provided for 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. 10.7 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. 10.8. Corporate Authority. Each of the undersigned represents and warrants that (i) the Party for which he or she is executing this Agreement is duly authorized and existing, (ii) he or she is duly authorized to execute and deliver this Agreement on behalf of the Party for which he or she is signing, (iii) by so executing this Agreement, the Party for which he or she is signing is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which the Party for which he or she is signing is bound. [SIGNATURES ON NEXT PAGE] 19 Revised: 6/16/10 720669.1 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. "CITY" City of Palm Springs Date: �16-k6 David H. Ready City Manager APPROVED TO FORM: ATTEST By: ff4 B . boug4 C. Holland, ames Thompson, City Attorney City Clerk APPROVED BY CITY COUNCIL: Date: W-21L&greement No. blaq` aL Corporations require two notarized signatures. One signature must be from Chairman of Board. President, or any vice President. The second signature must be from the Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chief Financial Officer. "CONSULTANT" Architectural Resources Group, Inc. By By ature (Notarized) ZSignature (N(otarized) 20 Revised: 6/16l10 7?Ohb9 1 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or -validity of that document. State of California County of San Francisco ) On �Lx.n_mWJ 1,-;fol, Zoo before me, 3oSH Sf,%,,cwZz Notary Public (insert name and title of the officer) personally appeared tla F-af VW_91 Draii�G� Imesse who proved to me on the baeis of satisfactory evidence to be the person(s)whose name(s)Klare subscribed to the within instrument and acknowledged to me that W/stye/they executed the same in tys/4er7their authorized capacity(ies), and that by tti hw/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. IOSHSANCHEZ COMM.42117537 No"POW C Signature (Seal) 0 4ae vn6l �e ViczS {2Cw`p EXHIBIT "A" SCOPE OF SERVICES The scope of services contained for this Agreement shall be for architectural and historic preservation services associated with identifying appropriate corrective repairs to the exterior fagade of the Cornelia White House. Appropriate review and investigation shall be completed to identify immediate remediation measures to be taken to prevent further deterioration and to protect the building. Coordination with the City's Historic Site Preservation Board ("HSPB"), and City staff will be required in performing the services. Technical Scope of Work: Phase 1 — Investigation and Documentation a) Investigation Task 1: Review documents prepared by Interactive Design Corporation, and earlier historical review (provided by Palm Springs Historical Society). Where possible and where accurate, the existing documents prepared by IDC can be used in the work of this Agreement to avoid duplication. Task 2: Review site and building conditions in-situ to become familiar with the overall structure and exiting conditions. (Note: includes field verification of primary dimensions and features through limited measuring and digital photo-documentation) Task 3: Perform in-situ selective minimally invasive investigation of exterior wall construction type(s), framing methods and materials, and other elements of the envelope (doors and windows) as well as the relevant structural elements. This review is to determine and describe (using existing documentation where applicable) the elements of the all systems that are original and those that are parts of additions/modifications. Task 4: Perform testing in-situ and/or in laboratory, if needed , to identify the main wood elements by species, method of milling, and installation including fasteners. (Note: ARG will perform investigation with in-house conservation team and tools and send out to lab as necessary based on findings). Task 5: Perform in-situ investigation of elements of the building to identify their current condition (e.g.) deteriorated, damaged, adequate, good) using accepted professional standards to describe those conditions. 720669.1 57 Task 6: Identify the extent of damage and deterioration where such occurs, and identify the weakness or cause of such damage/deterioration- Task 7: Identify materials and elements that are not "original" and are incompatible with the uniqueness of the structure. (Note: ARG may identify character-defining features that may not be "original" but may be historic, and should be retained) b) Documentation (Findings and Recommendations) Task 1: DRAFT Report-Findings: Prepare a "draft" document to record the findings of the investigation. Include Illustrations, photographs and text as necessary to convey to the HSPB the building methods, materials and systems that comprise the building, the various types of material (species, size, method of milling, installation), and the composite of original, replaced and modified elements. Task 2: DRAFT Report - Recommendation: Identify alternative approaches to correcting weaknesses in the building related to water infiltration and migration as well as other issues that contribute to deterioration. Propose methods and materials to mitigate/restore/preserve the building according to the reference standards (including the Secretary of the Interior's Standards for the Treatment of the Historic Properties), while respecting the overall character and aesthetic of the building. Phase 2 — Interim Presentation Interim Presentation: This presentation and the Draft Repot will be the basis upon the HSPB considers the desired approach. Note: the HSPB will review the approaches. Ultimately the City Council has final authority to determine what action or non-action will be undertaken. Task 1: Presentation: Attend a meeting of the Historical Site Preservation Board to present the findings and to present the proposed (alternative) approach(es) to repair/preservation. Provide a concise explanation of pros and cons of alternative approaches, and ARG's recommended approach. (Note: includes time for presentation preparation). Task 2: Provide probable cost for ARG's recommended approach. (Note: this line item is for coordination with cost estimator). 720669.1 58 Phase 3 — Documentation for Permit, Bidding and Construction (Project Documents) Task 1: Based upon guidance from the Client, edit the DRAFT Report regarding the "preferred" approach to repair/preservation. Task 2: Prepare the Project Documents including drawings and specifications for purposes of securing building permit from the city, bids from Qualified Bidders, and Construction Documents. (Note: this includes preparation of documents under ARG's scope of work. IDC will remain architect-of-record and hold responsibility for full construction document package). Phase 4— Bid Phase Task 1: Provide responses to question from prospective bidders. Task 2: Participate in pre-bid walk. Phase 5 — Field Observation Task 1: Based on direction from the City, provide on-site review of selective demolition and repair processes. Task 2: Provide responses to Requests for Information. (Note: ARG will also assist in the review of submittals as it pertains to the historic elements of the job). Phase 6 — Documentation (Final Report) Task 1: Prepare FINAL REPORT including original field investigation (Draft Report), proposed repair/preservation approach (Project Documents), field observation notes and photographs during demolition and repair/preservation phase, and Post construction evaluation. 720669.t 59 EXHIBIT "B" CITY'S REQUEST FOR PROPOSALS The City, through its consultant Interactive Design Corporation, solicited proposals for forensic architectural services necessary to investigate, document and identify appropriate repairs to the deteriorated exterior fagade of the Cornelia White House building. 720669.1 60 EXHIBIT "C" CONSULTANT'S PROPOSAL (Follows this page). 720669.1 61 f CORNELIA WHITE HOUSE REQUEST FOR PROPOSAL CONSULTANT SERVICES EXTERIOR FACADE INVESTIGATION & DOCUMENTATION PALM SPRINGS, CA February 3, 2015 rs I Y � b y cSt�RCEs GROUP, INC. ----------- A RCHiCEC tec �'a a»si: ,Cpnsen•ators C Architects, o ARCI u'r LC UPUL REsouacf_s GROUP, INC. Amhitact,.Planners i�Conscrrature February 3, 201; C,iu,ig„h Reuel Young _ f Ffl11 A M1nIJ ti!. f:Ai9. fir,+d^ Interactive Design Corporation 199 South Civic Drive,Suite 10 Cs_�.u.uJ Pahn Springs, CA 92262 TA:.tsu:FL i, PA 1tr, ILInIP-.Au RE:Cornelia White house Request for Proposal Consultant Services N:+set n I DC No.: 131 t.4 Dear Mi. Young, Architectural Resources Group, Inc.,WW),is thrilled to provide Interactive Design Corporation with a proposal for historic preservation consulting services for the Cornelia White House.As L%%r s Mi-An, A A I,'-Ar the second oldest building remaining in Palm Springs,the Cornelia Whitc I IOUSe is an important structure and resource to the City.ARG has also had the pleasure to suwey other historic resources in the City of Pahn Springs. A\mm G. NIIWLNA arA. ux+ar ARC his a 3s-pear history of working on vital cultural resources and the rehabilitation and ^+'s" I e -r'a ALA. r"',nr conservation of historic structures. We bring a unique set of qualifications to the project.with tiara t. H„air. staff possessing specialized expertise in investigation and documentation of historic structures, I I 1,so„.!,Ii UA tkln.AP conditions assessments,wood conservalion,and the shepherdingofhistoricstructuresthrough Crnaa' nLnn,�rsc+, Ar+ the approval process.As an architecture,planning and conservation firnn, the collaborative t nu1.+r, +.ia J 111T11 nature of our practice allows us to address the complex issues surrounding historic properties in a C:v,as,�e rH \hr ri :un. ,ten ar closely-coordinated way from planning through construction. A well-developed conservation deliverable is contingent on the following factors which we are pleased to offer under this contract. MATERIALS CONSERVATION We employ trained object and architectural conservators who combine modern methods with Off,r, traditional craftsmanship to design conservation treatments for historic finishes,murals,metals, SA.\ Fxn.asao stone,masonry,wood,and plaster. Pd=NF.A TECHNOLOGY PorrLA\n ARG employs in-house diagnostic and laboratory equipment to evaluate structural features and analyze materials and finishes.Our toolkit includes: Borescopes with optic light sources Binocular microscope Infrared and ultraviolet examination lamps �nnda,� i,, „ Off" Digital moisture meter s nlm. PI,<c, s,,,.� 3- -Sling psychrometer C,Gf.r�t, 91,n, Coating and adhesion measurement instrumentation arglp"g h.am Coring tools f" S-6;�3 '+=+ g33.tim 63 ARCHITECTURAL RFsouRcks GROUP, INC. A,,hitccts.Phi,n¢s *Conscn'atnc Pacnmeters FIAR Infrared camera Resistograph SURVEYS AND RECOMMENDATIONS Virtual]%aIt of our projects begin with a report that documents existing conditions and provides recommendations lot conservation. In many instances the reports are iIlrurrated rrith Sketch- Up models. ARG in-house diagnostic and IahoraIory equipment to evdhrale structural features, analyze materials and finishes,and pro ide recommendations to aid agencies and it tit Lit ions with fiscal and pLtmaiug. REPRESENTATION ARG staff is well acquainted with the standards for city and state review processes relating to historic preservation projects. During the life•of it project,our project team scaioes conceptual approvals with local and building code officials and represents clients before regulatory agencies. We often work with non-profit groups and sttwards of historic landmarks,and are pleased to offer public information sessions to assist with fundraising efforts and advocacy.Our start nice[ the Secretary ofthe Interiors Standards qualifications for Conservators and Historical Architect and adhere to both the Secretary of the Interiors Standards and the Code of Ethics of the American Institute for Conservation of Historic and Artistic Works. For the project,we will draw upon our in-house staft with the most appropriate experience and skills. Christopher Smith,Senior Associate will serve as the Project Manager and will be the primary point of contact.Christopher believes in a collaborative and proactive management style and is current]}managing the rehabilitation of the historic Gilmore Adobe in Los Angeles. Architect Sarah Devan will serve as the Architectural Conservator for the project.She has worked on mi nerous fagade surveys for existing wood buildings as well as the production of construction � documents for these projects.Sarah will assist faith the building and site feature survey, preparation of the report and development of documents if necessary. David Wessel,AIC,FAPI', Principal,will serve as principal-in charge over the team and will bring a hands-on approach to the planning,design and rehabilitation in and around the project area. We hope the following proposal materials are helpful as you consider the ARG team for this work, � and look forward to future discussions about this important project in the City of Palm Springs. Sincerely, David Wessel, AIC,FAPT Chris her Smith,Senior Associate Principal Project ivlanagei 64 CONTFNTS COVER LETTER I.FIRM QUALIFICATIONS 2.REFERENCES& EXAMPLE OF SIMILAR WORK 3.PROJECT APPROACH & ESTIMATED TIME 4.STAFF& RELATED COSTS Under Separate Cover V l �•. - ira a �i,.�a'yye "3 �$,,�yy=ttY j"��j'& = 9ws 2.G a a.- k �p/�s{ a° > { 1 FAYf F- k 9 ytt r 'r mot~ V ssm I". R, §r&� x t i Architectural Resources Group (ARG) helps people realize opportunities in the historic built environment.We navigate the range of needs and issues for clients and their historic properties to create great places,enhance investment,and enliven communities. ARG was founded in 1980 with the belief that historic buildings play an important role in � communities,creating places that have value and meaning.As a full-service architectural Firm,we believe that older buildings can coexist with contemporary uses in positive ways for both the user and community at large;our goal is to enhance architecture through preservation.The firms staff includes architects,designers,planners,historians,and materials conservators who work closely together.This interdisciplinary approach allows key preservation,design,and sustainability decisions to be integrated into the architectm al design process. ARG routinely performs conditions assessment on wood frame structures.We have conducted extensive surveys of wood structures with comparable historic significance to the Cornelia White House such as the landmark Conservatory of Flowers in Golden Gate Park,and developed innovative solutions for repair,treatment, preservation and in-kind replacement of historic wood.We bring a thorough understanding of the appropriate methodology for waterproofing and wood restoration,and we are experienced in the use of a range of products and construction techniques that will meet Ilie Secretary of the Interior's Standards(or the Treatment of Historic Properties. As appropriate,our team will be using moisture meters to check moisture content in wood members,borescopes to check in concealed areas and resistographs and coring tools to check heavy timbers. For each of the following projects,our recommendations and treatment alternatives comply with The Secretary of the Interior's Standards Jor Rehabilitation. CORNELIA W H I rE HOUSE 1 1 67 CONSERVATORY OF FLOWERS, GOLDEN GATE PARK, SAN " FRANCISCO, CA @ti We are quite familiar with deterioration of wood buildings,and perhaps our most prominent example is"I he Conservatory of plovers in Golden Gale Park ARG's project team conducted an exhaustive surrey of this structure and based upon the sui vey,developed innovative solutions for repair, treatment, preservation and in-kind replacement of historic Brood element. 7y j FIRST CHURCH OF CHRIST,SCIENTIST, BERKELEY,CA The First Church of Chi ist,Scientist, f ei keley is considered Beinaid May-becks masterpiece. Fhis concrete and wood _ structure recalls ftyzantine churches of Europe. AkGwas first retained to prepare an historic structures report for the building including on ezhaustk e interior and exterior conditions lk" L asscssmeul. Using moisture meters and coring took,we determined the condition of all Laming members and recorded the conditions on drawings of the building.7'h is intbnnation was later used when documents were prepared for seismic py;ir'7i3., upgrade of the building. With funding from the Getty Grant Program and Sane America's Treasures, the seismic project was completed last year.'I'lie seismic upgrade is essentially invisible and there was no adverse impact on histol is fabric. TERMAN ENGINEERING BUILDING, STANFORD,CA 'wig.. For Stamford University,ARC,undertook a study of the Terman rj:_' Engineering Building,constructed with Glulam beams,to understand wiry the building was experiencing accelerated .rare' lla`t1 lsi deterioration. Subsequently ARG provided annual follow- ' up surveys to monitor and gage deterioration over time.This di project gave us a depth of understanding in deterioration of unique wood structures,and the findings were presented at an Association for Pr eservatiou'I'echnology Conference. PLUMAS STAMP MILL,GRAEAGLE,CA Our clients include California State Parks,who called on us to survey the five-story Plumas Stamp mill constructed of heavy timbers.'I his project was especially challenging because of i unsafe conditions, many of the wood frame members were partially rotted ARC rigged the interior with safety1mrs for the survey team,and conducted a member-by-member survey _ using moisture meters and coring tools to detected concealed rot. Working with our structural engineer,we developed a methodology for stabilizing the building,and worked with the local maintenance crew-to implement the stabilization measures. CASCADE RANCH,DAVENPORT,CA Another project for California State Parks was the Cascade Ranch Barn Historic Structure Report,ARG performed a complete conditions analysis of this large wood structure that - was damaged by both drywood and subterranean termites. pp 2 1 CORNELIA WHITE HOUSE - - _ 68 The building also had significant settlemenL V"orking with the project engineer,ARG developed conservation treatments for the _ barn that were later implemented by State Pafks crews, PIERCE RANCH BARN STABILIZATION, PT. REYES NATIONAL SEASHORE,CA 4 ARG served as the prime arcIntect for the stabilization and repair ufa wood-frame horse harn located within an area n offan structures ill a Historic District Our client was the Golden Gate National Recreation Area.Our scope ofwork involved working closely kith the project structured engineer and contractor to develop a Scheme for Supporting the building,which was was on the verge ofcollapse.Our Solution was to insert interior shot ing braces that were designed to resemble historic wood bi aces. We worked with the Park Superintendent and the National Park Servicc staffto ensure that the design and coitstutction work complied ss ith The Sccietary ofthe interior's Standards for Rehabilitation. REEDER RANCH,MONTCLAIR,CA 1, ARG completed a Historic Structures Report for the ranch 1 . buildings,structures and landscape of this historic family citrus rands in Adoatclair. The project included historical research,an existing conditions survey,building code research and analysis, and treatment recommendations.Tile report was intended to serve as it comprehensive planning document to be used by the client to guide the preservation of the site and its strnentres as they ready the property for public cisilorship as a house museum. RANCHO LOS ALAMITOS, LONG BEACH, CA Rancho Los Alamitos is what remains of 28,000-acre ranch operated by the Bixby family beginning in 1831.The 7.5-acre site preserves important historic features of the property,including the original nineteenth-century adobe ranch house,extensive gardens,and ancillary buildings.ARG served as the Prime Architect for the Nlaster Plan,renovation and rehabilitation of the site.We provided existing conditions reports for all structures and a Historic Structure Report for the adobe main house.A large component of the project was to restore the barns area to be more authentic to its original working ranch character.This involved relocating the remaining barns back to a semblance of their original orthogonal relationships to the house and to the pepper trees which once established the pattern for ' the barns area layout,and restoring the landscape. The forgoing represents a sampling of the survey projects that ARG has performed of wood frame Structures.Following is a _ .a comprehensive List of project involving wood frame building. i CORNELIA WHITE HOUSE I3 ��� 69 WOOD FRAME STRUCTURES EXPERIENCE Sausalito Womanis Club, Rehabilitation and AD:A Angel Island hnmigiation Station,Master Plan and improvements,Sausalito,CA Rehabilitation,San Francisco Bay',CA Swedenborgian Church,Historic Structures Report and Bok Kai'Iennple,Stabilization of the I M0 Timber-framed Nalional Ilistoric Landmark Domination,San Francisco,CA Building including Signiticant Murals,Marysville,CA Terman Engineering Building,Conditions Assessment, Cava➢o Point-The Lodge at Golden Gate, Adaptive Reuse, Stantord,CA Nlarin County.CA Cascade Rmxh Hose Barn, Ano Nuem State Park,San Mateo Count%,CA The Cave Stone,Study, La Jolla, C.% Church o`One Tree,RehahiliCntionJRehxation, Santa Rosa,CA s Chris[Church, Restoration, Builin;ame,CA xp, C onser catory-of Flosvcrs Rehabilitation and Conser cation, Golden Gate Park,San I tand,,,o,CA Cowell Ranch Ha} Barn, Rehabilitation, UC Santa Cruz Curry VillageNew Employee f Iousm Ywemite National Park,CA Curry Village, Lounge and Registration Buildings, Rehabilitation, Yosemite National Park,CA Does Lab,Repair and Restoration, Monterey,CA Falkirk Community Center, Master Plan and Rehabilitation r San Rafael,CA First Chinch of Christ,Scientist, Berkeley,Seismic Strengthening, Berkeley,CA -""+'- Fort Ord,Last Garrison Historic Resource Assessment and Preservation Plan,Monterey,CA Francis Ermatinger House,Oregon City,OR:Rehabilitation IIererdes Village Historic District,Site plan nloo- Ilerrides,CA I leilbron Mansion,Historic Structure Report,Sacramento,CA - Hotel del Coronado, Restoration&Seismic Upgrade, Coronado,CA John Muir House,Historic Structure Report,Martinez,CA Locke Boarding House, Rehabilitation,Locke,CA Luther Burbank Greenhouse, Restoration,Santa Rosa,CA \oyes Mansion,Adaptive Reuse R Rehabilitation Napa,CA Owen Residence, Additions&Renovations Beh-edere,CA Pierce Ranch Barn,Stabilization,Point Reyes National Seashore,CA Plunnas Stamp Mill,Survey,Graegle,CA Preservation Park Historic District,Rehabilitation and ADA Improvements,Oakland,CA Rancho Leos Alamitos, Master Plan and Rehabilitation and New Design,Long Beach,CA = Ranger Operations Building,Rehabilitation,Grand Canyon National Park,AZ Reeder Ranch Historic Citrus Ranch,Montclair,CA: Historic _ Structure Report �".�., ."' .` . ' 1 CORNELIA WHITE HOUSE I «y n iV . b :rr t Y 1 n aY' n. . L J'4 r Ak IN-HOUSE PERSONNEL TO BE ASSIGNED TO THE PROJECT The Cornelia White project will be lead by ARG Principal,David Wessel,AIC, pAPT. The Project Manager will be Christopher Smith and the Architectural Conservator will be Sarah Devan. David's career in architectural conservation spans over twenty-three years. He has led project teams in conditions surveys for numerous wood buildings on the west coast that exhibit deterioration due to moisture penetration,wood rot and insect infestation. Senior Associate,Christopher Smith, is a seasoned preservation professional who has worked to preserve many southern California wood frame structures.As Project Manager,Christopher will serve as the day-to-day contact for the project and assist with obtaining the required approvals for the project. Sarah Devan is an architectural conservatoi-and architect whose focus is the conservation of building and materials with particular experience in wood and masonry.Sarah has worked on❑umerous fa4ade surveys for existing wood buildings as well as the production of construction documents for these projects.Sarah holds an advance degree from Columbia University.She will assist with the building and site feature survey,preparation of the report and development of documents if necessary. AVA.II ASILITY OF STAFF Assigned personnel arc available to start immediately on this project. Please see the Project approach for the breakdown of time. I cORN[JA'+vei lE I-ouSE 15 71 - DAVID P.WESSFL,AIC, FAPT, PRINCIPAL CONSERVATOR David Wcsscl has ove1 23 yeais experience in remedial repair Of existing buildingS. As a. principal of Architectural Resources Group, David directs all exterior restoration projects and over sees the fit m's in-house building materials testing laboratoi V. He has pattJculat etpu[is" in the treatment of masunry,including natural building stones,bi ickwodc,terra cotta,and concrete. David has overseen the remedial repair of iconic San Frann.,co buildings including the Flood Building,the InterContinental Mark Hopkins Hotel,the Ritz CarSan Francisco,450 Sutte3, "1 and the Elks Club at450 Post. Ife has lead upgrade efforts in the preservation of nunu•rous historic structuresaround the we.tetnUititedMates includina sever alC IiforitiaMissions. David was the co chair of the Ames scan Society-for testing of%l ate vials(AS I Xt) task group that deieloped i ewdelines for masonry consolidants, and has been ac[INe in dcvelnping gmdehnea fa, dleanina historic buildings.David has served on the Board of Directors of the Association for Preservation ` 'lecbnolugy(AP I') and is the current Board President of San Francisco Architectural I Iei hags. Vaster of Science,Historic PresenxGon,Columbia Cniver'ity .. - . L'adtelw of Arts,Cum [code, S',.cdenborgian Church, Ffistoric Structures Report and National historic Landmark Unhersity of Nevv l lamp,inic Nomination,San Francisco, CA 'Lerman Engineering Building, Conditions Assessment,Stanford, CA Cascade Randy Horse Barn,iAun Nuevo State Park,San Mateo County,CA Fdlmc,Association for First Church of Christ, Scientist,Berkeley,Seismic Strengthening, Berkeley,CA Pi eserration Technology Pierce Ranch Barn,Stabilization, Point Reyes National Seashore,CA American Institute for Plumas Stamp Mill,Survey,Graegle,CA Conservation Historicand Artistic WorksIProfessional Francis Ermatinger House,Rehabilitation,Portland,OR Associe!<) Conservatory°of Flowers, Rehabilitation and Conservation,Golden Gate Park,San Francisco,CA Nesters Association of Art Gilmore Adobe,Rehabilitation, Los Angeles, CA Con,enation Bok Kai Temple,Stabilization of the 1880 1inaber-framed Building,Marysville,CA International fnstinne fin- ,Mission San Juan Capistrano,Sail Juan Capistrano,CA Con,enation Point Reyes Lighthouse,Conditions Assessment and Conservation,Point Reyes National Society of Ardutectural Seashore,Point Reyes,CA Historians American Society for Testing of I Intel Del Coronado,Conservation Treatments for Historic Bar,Coronado,CA Materials Angel Island Immigration Station,Poem Conservation,Angel Island State Park,CA Mark Hopkins Hotel,Conditions Assessment,Exterior Restoration&Window Replacement,San A _,� Francisco,CA AIA California CouneiL Firm of 450 Sutter Exterior Restoration&Window Replacement,San Francisco,CA the Year,2006 - Sacramento City Hall, Exterior Restoration,Sacramento,CA Coit'toiver,Exterior Restoration,San Francisco,CA Fort Point,Seismic Strengthening.Conservation and New Roofing,San Francisco,CA Maritime Museum,Seismic Strengthening,Window Replacement,San Francisco,CA Old St.Mary's Church,Exterior Restoration,Sin Francisco,CA "Condition Assessment of Ffistoric Structures: Case Study;"ICRI Northern California, Restoration&Preservation of Historic Concrete Structures Symposium,San Francisco, California,September 2011. "Retrofit of California Mission with Significant Finishes-Serra Chapel at San Juan Capistrano,"GSAP Symposium:New Concepts in Seismic Strengthening of Historic Adobe Structures,Getty Conservation Institute,Co-presented with Stephen Farneth,Los Angeles,CA, September 2006. 6 1 CORNELIA w-ii rL HOJSE 72 CHRISTOPHER SMITH,SENIOR ASSOCIATE PRESERVATION SPECIALIST A Senior Associate in ARGs Pasadena office,Christopher brings 20 ears of experience in preservation,proicct rmna emcnt and construction achninistration. Ile ka gtachiateof[lie Cali foi nia State University,Nku thi idge Urban Studies Pi ogram and completed the Gi actuate Ceitificite in Historic Prcsmatioil at the UillVe1SiL)'0t S01-1111Crel Califoinia.He has been actively engaged in the Pasadena preservation community, serving on the Board of Pasadena Heritage. Christopher is currently serving as the Project MinaaedPreservation Specialist/1'mjd Designer for ARG's work at Los Angeles Union Station. Gilluoic Adobe,Rehabilitation,Lo"Angeles,CA Gledualc Cel tilicate in Ilistol ic Reeder Cl[Fll,Rench, historic jC Structures Report, Monlclnir,CA ili,,Cnatioll,Utmersa,of Southern California,Yin harry Cohn Estate, 1000 A Crescent Drive,I indmnrk Nomination and Aichnectuial Sm ice, Beverly Bachelor of Arts,L itvm Hills,CA Studies-Aickiwtute The Barn at Wiidei nes Park,Seismic Stabilization and Rehabilitation,Glendale,CA Enafcia,is,Califoi ma Simc L on 1 o,Angeles Union Station,Fcas�bllll� Study-Design Guidelines Tenant Improvements, Retail in Uversay,Nortluicilge, 199' NIC&S The scc,cta?v ot Store and Kiosk Design,Oil Call Architect,Los Angeles,CA the Inferior's Pwlelsicma1 Pasadena City Hill Seismic Upgrade and Rehabilitation,Pasadena,CA Q141ificatiolis 5taluial's in Ole Hanson Beach Club & pool Rehabilitation,San Clemente,CA Architecture and Historic Architecture jcmcn's Recicalion Center, Building Rehabilitation and Restoration, Los Angeles,CA Pasadena YWCA,Rehabilitation and Reuse,Pasadena,CA Calit'63 niq Institute of Technology,Linde+ Robinson Lab for Global Environmental Science, Pasadena f lei ilal-c, Baird of Pasadena,CA Directors(20082011) USC Biegler Hall of Engineering, Disabled Access Study and Llevator Addition, Los Angeles,CA Lies'Angeles Comser%ana Historic Resource,Comillillee USC Stonier Hall, tenant hopro%ements,Los Angeles,CA The Duck Farm Feasibility Study, Watershed Conservation Authority, La Puente,CA Algenlac's Coffee Shop at Glendale City Lights,Building Rehabilitation,Glendale,CA Howard Hughes Industrial Historic District at Playa Vista, Historic District Building Survey and Rehabilitation, Los Angeles,CA Los Angeles Memorial Coliseum, I listoriC Consulting for NFL Rehabilitation, Los Angeles,CA Pasadena Playhouse, Historic Structures Report and Master Plan, Pasadena,CA First Church Christ Scientist,WILlulary Seismic Upgrade,Pasadena, CA USC,Historic District Consulting, Los Angeles, CA Hotel Green Apartments,New 64 Unit Apartment Expansion to Historic Butichrilf,Pasadena,CA American Planning Association (APA) Conference,Speaker,"When New Meets Old:Additions to Historic Buildings;'2012 Pasadena Heritage Presents,A Tribute to Julia Morgan, Architect,Event Speaker,2012 Society for College and University Planning(SCUP), Plenary Session Speaker,"faking Stuck of Recent Past Post War Capital Assets,"Vancouver,BC,2008 California Preservation Foundation, Historic Building Code Workshop,Presenter,Pasadena,CA 2009 I CORNE,IAWHIFE HOJSE 17 73 SARAH A. DEVAN, R.A. ARCHITECTURAL CONSERVATOR Sarah is an architect and conservator with over twelve years of combined experience in the conservation and restoration of architecture,sculpture,art objects,and documents and storks of art on paper. She has particular experience with terra cotta,stone and brick ruasom v She has - { conducted numerous surveys and conditions assessments,and has provided tedutical reports, *»_ historic structure rapm ts,conditions assessmient.s and surveys for botli ineiividual treatments and long-tei in planning initiatives. Prior to joining ARG, A'is. Ueran ccorked as an associate conservator with Griswold Conservation Associates,LLC(GCA)and Rosa Lowinger R Associates(RLA) in the Los Angeles area;as air associate architect with VViss,Janney&Elstner Associates, Inc. (W Ili) in New York City and Austin,'L'ex<ts;and as an associate architect with Jameson Architects, PA (JAPA)in Little Rock, MaA,a of Sciea.c m historic Arkansas. Preser s-alion.Cohmibia Unit ersikt Neer Sort: .. fle.chelor of Architecture, Jacob Wolf I louse,Restoratimi of the 1829 two-story dogtrot log house as an interpretive museum, University of Arkansas, Norfork,AR Raycucs-ills Santa Barbara Mission Convento Interior %Va11 Repair,Santa Barbara,CA Conscrvation Assessment and De-Installation Monitoring for an Historic Stage Set,NBC t- r• t�_ Universal Studios, Los Angeles, CA Licensed Architect,New 7brk Beverly dills,Citywide historic Resources Survey, Beverly Hills,CA Certificate,National Council of Architectural Registration Baldwin Reid Adobe,Documentation and Testing,Los Angeles Countv Arboretum,Arcadia,CA Boards(NCARB) Sandstone Stabilization at the Church of the Epiphany,Los Angeles,CA Member,Association for Library Fountain for the Huntington Library,Art Collections and Botanical Gardens,San Marino, Preservation technology CA International(APTi) Survey of Outdoor Sculptures for the University Art Museum,California State University, Long Member,Association for Beach,CA Preservation Technology,Western Chapter Mausoleum of Henry Edwards Huntington and Arabella Duval I hmtington for the Huntington Library, Member,American Institute for Art Collections,and Botanical Gardens,San Marino,CA Conservation of I Iistoric and Mabel Rose Jamison Vogel and Rosalie Santtne Gould Collection for'fhe Butler Center,Art Work Artistic works(AfQ Conscrvation,Little Rock,AR Kress Building,Exterior Restoration,San Antonio,TX New York Public Library, Humanities and Social Sciences Library,Exterior Restoration,New York, NY Kodak Office Tower,Exterior Survey and Repair, Rochester,NY The Juilliard School,Lincoln(,enter for the Performing Arts,Exterior Survey and Repair,New York,NY The Great Hall,Camp Ouachita Historic Site,Rehabilitation and Adaptive Reuse, Perr) County, AR Conservation Assessments Adamson house,Malibu,CA -Survey for 91 decorative objects and furnishings composed of leather or upholstery Lummis House("El Alisal"),Los Angeles,CA-Interior survey I indry House and Garage,Pasadena,CA- Exterior and interior survey;work also included historic finish analysis and material testing for replication of historic finishes at exterior stucco and woodwork Rosslyn Hotel,Los Angeles,CA-Investigation and testing of the mural painting,and investigation of original finishes on decorative plaster ceiling and cornice moldings *hark performed prior tojoinmgARG 8 1 CORNEdA WFIFE t]OUSE _ 74 '+ lr�'u.+•� �� �P m>'y r +Y rF .`t�- n ti i� { .N`��e �� "' �''' '., REFERENCES & EXAM PLE CIF r A Y k r SI I LAIC WOK A s srj -t .e s � _ IM RANCHO LOS AL.ANITOS LONG BEACH,CA CLIENT:RANCHO LOS ALAMITOS FOUNDATION Rancho Los Alamitos is what remains our design for the seismic strengthening of a 28,000-acre ranch operated by the of the original adobe ranch house.'I he Pamela Seager, Executive Director Bixby family beginning in 1881,The resulting study has greatly reduced Rancho Los Alamitos Foundation 7.5-acre site preserves important historic the potential impact of the seismic t:562.431.3341 features of the property,including the strengthening on the historic materials. e: pameLa[a`raneholos'alamitos.cum original nineteenth-century adobe ranch We also provided services for restoration house,extensive gardens,and ancillary of gardens and ancillary structure and buildings.The history of Rancho Los construction documents for the seismic Alamitos parallels the history of Southern strengthening of the main house. California and provides a glimpse into California's early ranching Culture. A major restoration of the barns area of the site and construction of a new ARG led the team that prepared a master Education Center was recently completed. plan for the property. The remaining four historic barns were relocated to more accurately reflect ARG provided existing conditions their original arrangement and each x reports for all structures and a His o is was restored,including retrofits for Structure Report for the main house that seismic strengthening and fire sprinkler accommodated seismic strengthening, systems.The historic landscape around disabled access,and a security system. the barns was also restored,including the ARG used the Getty Conservation reconstruction of trellises,fencing,a duck Institute's Adobe Guidelines to evaluate pond,and small animal pens. CORNELIA W-il I L HOUSE 19 76 t RI I 41/VORK i f r Kt �l IM. rt, �b� � eery r r Ss l Gs i1BC)RGI�i1i C riURCH �.OMPLLX SAN FRANCISCO,CA CLIENT:THE SAN FRANCISCO SWEDEN90RGIAN CHURCH is the product of the felicitous marriage huilding. Drywood and subterranean A E'E2e\�5 Joy Bamitz,Swedenborgian Church of some of the most significant Arts and termite infestation was suspected as well L 510J08.0711 Crafts architects,artists,and craftsmen as rot in the foundation sills and wood e:joybarnitzC)yahoo.com of the day,including A.C.Schweinfurth, framing. Using a diagnostic equipment A.Page Brown,Bernard Maybeck,Bruce including moisture meters, resistographs Porter,William Keith,and Dirk van Erp. and infrared photogrammetry to Of particular note in the sanctuary are assess concealed rot in timbers,ARG exposed timbers and unfinished madrone documented wood deterioration in the logs supporting the roof framing. structure including a very confining crawl space. Recommendations were The wood frame San Francisco ARG was hired to produce a Historic prepared for repair,conservation,and Swedenborgian Church complex is a Structures Report(HSRJ for the complex. structural stabilization of the Sanctuary, three-building ecclesiastical campus with ARG utilized in-house architects, Parish House,Parsonage,and Site Wall. associated gardens in San Francisco's historians and conservators,and Based upon the assessment,immediate Laurel Heights neighborhood.The managed a team of consultants including measures were taken to arrest wood 1895 Sanctuary building is associated structural,mechanical,and electrical deterioration.1'he congregation is with its first pastor,Swedenborgian engineers,as well as a cost estimator and now in the process of fund-raising for Transcendentalist theologian Joseph real estate consultant. preservation of the church including Worcester,who was a significant figure seismic strengthening based upon in the intellectual, cultural,and social The HSIL included a comprehensive schematic design drawing prepared by the history of San Francisco.The complex assessment of the wood elements of the project team. 101 CORNS-IA'WHIiE HOUSL ' 77 v r. : n H'S11,D .I. 1J I)r r) {( U'_lt:1. MONTCLAIR,CA CLIENT.THE GEORGE C.AND HAZEL H.REEDER FOUNDATION,CITY OF MONTCLAIR The report was intended to serve as L uCe Gary'Charleston, Personnel Officer Citrus Ranch is located on f-felt Boulevard a comprehensive planning document City of Montclair in Montclair,California.Originally to be used by the client to guide the ntrchased b John Reeder in 1900,it p C 9119.62�.9406 1 Y j } reservation of the site and its structures operated as a ten-acre family citrus as they ready the property for public e:gchadeston@cityofmontdair.org ranch for most of its history.The existing visitorship as a house museum. A history remnants of the original ranch include and physical description of the property, the Reeder family house,a barn,thirty- analysis of historical significance, nine heritage naval orange trees,four discussion of preservation objectives, avocado trees,and a variety of out- and recommendations for treatment buildings and landscape features. were all included within the document. Coordination with consultants provided ARC, completed a lfistoric Structures additional analysis of building structure Report for the ranch buildings,structures and systems,hazardous materials,and and landscape.Components of the historic landscape features. project included historical research,an = existing conditions survey,building code research and analysis,and treatment recommendations. x ' CORNELIA WHIZ L HOUSE I 1 1 78 z � -RP v *skra ems` # nkd j"w. S,gfjrf bi K�} ,pg1'Fxr J ..;,yy, .}S'rZ�.. rt5t.,.g3.ti ^} '�"+, e i � ° a } '�' ✓ c � ���� ''� � � i 9 c ^. f 3 •V`7 ,�+t �j�'�,y+. �.�. i �s 4r fi4w' a. s ,�y�t � r'�. ��- p APPROACAA U IPA �E� � S PROJECT E TIf1E .r tI t I d Y TAT Y� PROJECT APPROACH We understand that the purpose of this project is to determine the causes of building structure and fabric deterioration so that immediate remediation measures may be taken.Through our long experience with government and non-profit groups who are responsible for cultural resources,We have become accustom to developing practical reports with recommendations that address immediate treatment and maintaining buildings over time. We also understand that this project presents the opportunity to identify and document historic fabric and structural systems as well as the building chronology. Generally accepted conservation methodology,whether the focus of the work is a museum,object or building,begins with documentation. Documentation involves the identification of materials and the recording of their conditions in a format appropriate for the resource. In the case of buildings,the project typically begins with preparation of drawings of the structure:plans,elevations,sections and details. Other types of documentation may be used such as photographs. We have assumed that drawings of the Cornelia White House will be made available to us in electronic format. An important component of conservation planning,which is typically done concurrently with documentation of existing conditions,is historic research."this includes a review of the material held at the site,but may also inchuie some off-site work to gather historic written descriptions and photographs."Phis information will contribute to an understanding of the changes the resource has undergone over time. _ . '.. CORNELIP.WHI-E�OJSE�h After lot letting alI intormatron provided to us including the i hislor v of the building and any available maintenance records, %oo tall mobilize with the appropriate tools and diagnostic cqurpnacnt necessary for investigation of the house.I he project will begin with a kick-off nneeting with the client. At this time '-' ire will discuss the details of the project including any log isticat c issues and establish lines otcorununication. The pi nr ct team will then begun on site wok that we anlrapa[c trill require two days. We will survey the structures to identify' waterpi oofmg de flue Lid es,ycood deterioz atiou failure of stnutitialasscmbliesa Lid dctuioral ion ototherinteials. Wet or moist onditions will be idunifred usin'moistu e meters, 1por<scopes or infrared thermu raphy. Non-destnrctiye and 4' rominialkdestruvtiveimutigalion will be conducted to ascertain conditions in concealed spaces. Some minor impact to finishes may occur Which can he easily-repaired. Conditions will be recorded on drawings of the building and samples of wood and other materials taken as applicable The condition of the interior environawnt will be recorded using a sling psychrometer and/or other environmental monitoring devices. Once the existing conditions documents and historic research have been completed we will prepare a building chronology based upon both historic research and physical evidence AL t.-• observed during the investi;ation.'Ilie chronology will identify' historic fabric and is an account of the changes the resource has undergone since construction or installation. It is frequently supplemented with graphics illustrating the evolution of the hie "•t stnrcttue .f the building chronology is an integral part of the t e preservation of historic resources.The chronolugy,together with the condition assessment,is used to identify original or historically significant features or materials.An understanding of the changes the resource has undergone is also important when decisions are made regarding architectural conservation ' # treatments or interventions.This is because it is critical to nrunimizetheimpactofany-interventionuponhistorically significant building features and fabric_Only by correctly identity historic fabric can adverse effects to these elements be avoided. With the documentation,research and site work complete,we will develop our assessment of the various conditions noted and develop conservation treatment recommendations. Laboratory work to identify mechanisms of deterioration,if necessary, will also be done at this time.Although it is difficult to predict what laboratory work will be necessary before the survey,we do anticipate species identification of wood used to construct the building and perhaps identification of preservatives used to 13 1 CORNEUA WHITE HOUSE 'r . _ 81 treat building materials such as rail road ties.Some materials analysis may be done at our in-house laboratoi v and we may also outsource certain tasks such as identification of wood - 4 preservatives. Upon conclusion of the site work including docwnentation, analysis and materials testio-,see sut,gest a teleconference with the client to discuss our findings and recommendations for y' treatment. s. S� After the tele o ttcren_e,the conservation tion Lrcalmcuts will be k finalized and cost proledum will he prepared.A report drat[, including photos and dra,sing ,still then be a,sembled for ' review by the client.'flie report will be updated based upon the Client's Colnnnents and unnpleted."fhe report will include: Oaerall findings of the investigation and documentation Building chronology and identil ieation ofhislm is fabric Identification of building materials, methods and systems Recommendations lox temporary/immediate stabilization or waterproofing of the building consistent with the Secretary of the Interior's Standards. I i Recommendations For long-term con,emvtion of the PI entire building consistent with the Sea etarvof the ❑ tcrior's Standards. Recommendations for changes to mechanical systems if related to deterioration of building materials. After the final report has been submitted and accepted,we will be available for the interim presentation to the Historical Site Preservation Board to outline the consersation strategies. Subsequently we will begin the preparation of construction , documents. It is difficult to predict the extent or scope of the documents prior to completion of the survey;however, we anticipate nor product will have plans,elevation and repair details of the building together with technical specifications. t.. S� CORNELIP.WHITF HOUSE 119 82 FA 1 ESTIMATED TIME Weekl Week Week Week 4 Weeks Week6 l; Week) Week 8 Week 9 Week 10 Week I I Wee6, I2 K. Week 13 Wcek 14 Week 15 Weck 16 Week 17 Wcek 18 a,� ^ �,�.cS'fr•+t r r r} t2 , a INVOLVEDTEAM MEMBER TIME % Principal-in-Charge 10% David Wessel, AI ', FAPT Proiect Manager Christopher Srnith �' Conservator Sarah Decan 40% Wood Tech notogist/Peer Aevie%r Kevin FI}'nn As-Necessary Wood Lab Analysis Forest Products Laboratory As'-Necessary Structural Engineer As-Necessary Cost Estimator Karen/eases As-Necessary 15 1 COON CLIP.WJ ITE HOUSE 83 ARG,8 Nlills Place,Suite 300 Pasadena,CA 91105 626.583.1401 84 www.arg-la.com EXHIBIT "D" SCHEDULE OF COMPENSATION Project Manager/ Architect/ Principal Preservation Conservator ARG Cost Specialist $210.00 $160.00 $135.00 Phase 1a Task 1 2 2 4 $1,280.00 Task 8 8 16 r $5,120.00 Task 3 0 0 0 $0.00 Task 4 4 0 12 $2,460.00 Task 5 0 0 0 $0.00 Task 6 0 0 0 $0.00 Phase I Task 1 2 8 20 $4,400.00 Task 2 2 2 20 $3,440.00 Phase 2 Task 1 0 8 12 $2,900.00 Task2 1 2 2 $800.00 Phase 3 Task 1 0 0 4 $540.00 Task 2 0 4 12 $2,260.00 Phase 4 Task 1 0 4 8 $1,720.00 Task 2 0 0 8 $1,080.00 Phase 5 Task 1 0 0 8 $1,080.00 Task 2 2 16 $2,900.00 Phase 6 Task 1 2 4 12 $2,680.00 Subtotal ARG Cost: $32,660.00 Travel Expenses: $800.00 Consultant Expenses: $2,900.00 Reimbursable Expenses: $4,766.00 Grand Total Not To Exceed: $41,126.00 Exdmians oad tonditfons: 1.A complete set of os buRt drawings are not tadimed In this fee. 2 Hazardous M1'o[eno!investigation and testing is rtot included m ihis fee. ARG may offer recommendations for qualified I,aZMAT J7rm. 3.Geoteahnica!and Sails testing is not mdatled in th6 fee. ARG may offer remmmendations for qualified Geotech firms. 720669.1 85 EXHIBIT "E" SCHEDULE OF PERFORMANCE Weekl VVeeF-2 �Afeek3 Week 4 Weeks Week £I Week 7 W-=_ekfl Week9 Week 10 Week II Wezk R -01 .V4�G" Wcck I3 Week 14 Wsek 15 Weck 16 Week 17171 Week Ifl }1W 720669.1