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HomeMy WebLinkAbout05743 - SANBORN A & E CADASTRAL SURVEY SERVICES Page 1 of 1 Kathie Hart From: John Raymond Sent: June 25, 2012 12:36 PM To: Kathie Hart Subject: Re: A5743 -San Born agreement Yes. \10� Sent from my iPhone On Jun 25, 2012, at 11:47 AM, "Kathie Hart" <Kathie Hartgpalmsprinis-ca.gov_>wrote: The above agreement was for survey work on a 115-acre parcel at Tramview and Indian Canyon. Has the work been completed? Ok, to close the agreement? Please advise. Thx! Kathie Mart, CMC Chief Deputy City Clerk City of Palm Springs (760)323-8206 3200 E. Tahquitz Canyon Way J (760)322-8332 Palm Springs, CA 92262 ® Kathie.Hart@Palm5pringsCA.gov Please note that City Hall is open 8 a.m. to 6p.m. Monday through Thursday, and closed on Fridays at this time. 06/25/12 CONTRACT SERVICES AGREEMENT FOR CADASTRAL SURVEY SERVICES THIS CONTRACT SERVfES AGREEMENT (herein "Agreement"), is made and entered into this 2V day of September, 2008, by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, a public body, corporate and politic, (herein "Agency") and SANBORN A & E. (herein "Contractor"). The parties hereto agree as follows: 1.0 SERVICES OF CONTRACTOR 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, the Contractor shall provide those services specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference, which services may be referred to herein as the "services" or "work" hereunder. As a material inducement to the Agency entering into this Agreement, Contractor represents that it is experienced in performing the work and services contemplated herein, and that it can and will at all times perform hereunder in a first class, professional manner, meaning that Contractor's services shall be satisfied in accordance with standards of practice recognized for Contractorural firms of similar size, quality, experience and expertise as Contractor, performing similar work under similar circumstances. 1.2 Contractor's Proposal. The Scope of Service shall include the Contractor's proposal or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern. 1.3 Compliance with Law. All services rendered hereunder shall be provided in accordance with all applicable ordinances, resolutions, statutes, rules, and regulations of the Agency and any Federal, State or local governmental agency having jurisdiction in effect at the time service is rendered. 1.4 Licenses, Permits. Fees and Assessments. Contractor shall obtain at its sole cost and expense such professional licensees, permits and approvals as may be required by law to perform the professional services required of Contractor by this Agreement. Contractor shall assist the general contractor in, but not be responsible for, obtaining building permits. Contractor 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 Contractor's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless Agency against any such fees, assessments, taxes penalties or interest levied, assessed or imposed against Agency hereunder. -t- CF;i^,Q4rV_ 517; 1.5 Familiarity with Work. By executing this Contract, Contractor represents that Contractor (a) has thoroughly investigated and considered the scope of services to be performed, (b) has carefully considered how the services should be performed, and (a) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Contractor represents that Contractor has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Contractor discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Contractor shall immediately inform the Agency of such fact and shall not proceed except at Contractor's risk until written instructions are received from the Contract Officer. 1.6 Care of Work. The Contractor, its employees, consultants and subcontractors shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to Contractor's work, materials, papers, documents, plans, studies and/or other instruments of Contractor's services to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by Agency, except such losses or damages as may be caused by Agency's or its employees, other contractors or other consultants, or its own negligence. 1.7 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. 1.8 Additional Services. Agency 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 said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Contractor, incorporating therein any adjustment in (i) the Contract Sum, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor. Any increase in compensation of up to five percent (5%) of the Contract Sum or $25,000; whichever is less, or in the time to perform of up to one hundred eighty (180) days may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively must be approved by the Agency Board. It is expressly understood by Contractor that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services or to those services that are reasonably necessary for the completion of the services within the Scope of Services. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Contractor -2- anticipates and that Contractor shall not be entitled to additional compensation therefore. 1.9 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit "a" and any other provisions of this Agreement, the provisions of Exhibit "B" shall govern. 2.0 COMPENSATION 2.1 Contract Sum_ For the services rendered pursuant to this Agreement, the Contractor shall be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference, but not exceeding the maximum contract amount of Four Thousand Nine Hundred Seventy Five Dollars ($4,975.00) (herein "Contract Sum"), except as provided in Section 1.8. The method of compensation may include: (i) a lump sum payment upon completion, (ii) payment in accordance with the percentage of completion of the services, (iii) payment for time and materials based upon the Contractor's rates as specified in the Schedule of Compensation, but not exceeding the Contract Sum or (iv) such other methods as may be specified in the Schedule of Compensation. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expense, transportation expense approved by the Contract Officer in advance, and no other expenses and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Contractor at all project meetings that Contractor is reasonably notified of and that are reasonably deemed necessary by the Contract Officer, the Project Manager or the Agency Manager; Contractor shall not be entitled to any additional compensation for attending said meetings. 2.2 Method of Payment. Unless some other method of payment is specified in the Schedule of Compensation, in any month in which Contractor wishes to receive payment, no later than the first (1st) working day of such month, Contractor shall submit to the Agency in the form approved by the Agency's Director of Finance, an invoice for services rendered prior to the date of the invoice. Except as provided in Section 7.3, Agency shall pay Contractor for all expenses stated thereon which are approved by Agency pursuant to this Agreement no later than the last working day of the month. 3.0 PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement and Contractor understands that it shall perform its services in a prompt and efficient manner pursuant to the terms hereof. -3- 3.2 Schedule of Performance. Contractor shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit "D", if any, and incorporated herein by this reference. When requested by the Contractor, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively. 3.3 Force Maieure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the Agency, if the Contractor shall within ten (10) days of the knowledge of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer 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 Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Contractor be entitled to recover damages against the Agency for any delay in the performance of this Agreement, however caused, Contractor's sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term. Unless earlier terminated in accordance with Section 7.8 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding two (2) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit "D"). 4.0 COORDINATION OF WORK 4.1 Representative of Contractor. The following principals of Contractor are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: John L. Sanborn, PLS Sanborn A& E 71-780 San Jacinto, Suite E-1 Rancho Mirage, California 92270 It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for Agency to enter into this Agreement_ Therefore, the foregoing principals shall be -4- responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder. For purposes of this Agreement, the foregoing principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of Agency. 4.2 Contract Officer. The Contract Officer shall be such person as may be designated by the Agency Manager of Agency. It shall be the Contractor's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor shall refer any decisions which must be made by Agency to the Contract Officer. Unless otherwise specified herein, any approval of Agency required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of the Agency required hereunder to carry out the terms of this Agreement. 4.3 Prohibition Aclainst Subcontracting or Assi nment. The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the Agency to enter into this Agreement. Therefore, Contractor shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the Agency. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of Agency. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Contractor, 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 the Contractor or any surety of Contractor of any liability hereunder without the express consent of Agency. The Agency's policy is to encourage the awarding of subcontracts to persons or entities with offices located within the jurisdictional boundaries of the Agency of Palm Springs and, if none are available, to persons or entities with offices located in the Coachella Valley ("Local Subcontractors"). Contractor hereby agrees to use good faith efforts to award subcontracts to Local Subcontractors, if Local Subcontractors are qualified to perform the work required. In requesting for the Agency to consent to a subcontract with a person or entity that is not a Local Subcontractor, the Contractor shall submit evidence to the Agency that such good faith efforts have been made or that no Local Subcontractors are qualified to perform the work. Said good faith efforts may be evidenced by placing advertisements inviting proposals or by sending requests for proposals to selected Local Subcontractors. The Agency may consider Contractor's efforts in determining whether it will consent to a particular subcontractor. Contractor shall keep evidence of such good faith efforts and -5- copies of all contracts and subcontracts hereunder for the period specified in Section 6.2. 4.4 Independent Contractor. Neither the Agency nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees, perform the services required herein, except as otherwise set forth herein. Agency shall have no voice in the selection, discharge, supervision or control of Contractor's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Contractor shall perform all services required herein as an independent contractor of Agency and shall remain at all times as to Agency a wholly independent contractor with only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of Agency. Agency shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor. 5.0 INSURANCE, INDEMNIFICATION AND BONDS 5.1 Insurance, The Contractor shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to Agency, during the entire term of this Agreement including any extension thereof, the following policies of insurance: (a) Comprehensive General Liability Insurance. A policy of comprehensive general liability insurance written on a per occurrence basis. The policy of insurance shall be in an amount not less than either (i) a combined single limit of $1,000,000 for bodily injury, death and property damage or (ii) bodily injury limits of $500,000 per person, $1,000,000 per occurrence and $1,000,000 products and completed operations and property damage limits of $500,000 per occurrence. If the Contract Sum is greater than $100,000, the policy of insurance shall be in an amount not less than $2,000,000 combined single limit. (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for both the Contractor and the Agency against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Contractor in the course of carrying out the work or services contemplated in this Agreement. (c) Automotive Insurance. A policy of comprehensive automobile liability insurance written on a per occurrence basis in an amount not less than either (i) bodily injury liability limits of $500,000 per person and $1,000,000 per occurrence and property damage liability limits of $250,000 per -6- occurrence and $500,000 in the aggregate or (ii) combined single limit liability of $1,000,000. Said policy shall include coverage for owned, non-owned, leased and hired cars. (d) Additional Insurance. Policies of such other insurance, including professional liability insurance, as may be required in the Special Requirements. All of the above policies of insurance shall be primary insurance and shall name the Agency, its officers, employees and Agency Attorneys' office as additional insureds, except that the Agency shall not be named as an additional insured for the Worker's Compensation Insurance nor the Professional Liability Insurance. The insurer shall waive all rights of subrogation and contribution it may have against the Agency, its officers, employees and agents and their respective insurers. All of said policies of insurance shall provide that said insurance may not be amended or canceled without providing thirty (30) days prior written notice by registered mail to the Agency. In the event any of said policies of insurance are canceled, the Contractor shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Contractor has provided the Agency with Certificates p g y rt cafes of Insurance or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the Agency. Except for the Worker's Compensation and Professional Liability Insurance, all certificates shall name the Agency as additional insured (providing the appropriate endorsement), be signed by an authorized agent of the insurer, and shall contain the following "cancellation" notice: "CANCELLATION: Should any of the above described policies be cancelled before the expiration date thereof, the issuing company shall mail an advance 30-day written notice to the Certificate holder named herein." The Contractor agrees that the provisions of this Section 5.1 shall not be construed as limiting in any way the extent to which the Contractor may be held responsible for the payment of damages to any persons or property resulting from the Contractor's activities or the activities of any person or persons for which the Contractor is otherwise responsible. In the event the Contractor subcontracts any portion of the work in compliance with Section 4,3 of this Agreement, the contract between the Contractor and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Contractor is required to maintain pursuant to this Section 5.1. 5.2 Indemnification. See Exhibit "B". -7- 5.3 Performance Bond. See Exhibit "B". 5.4 Sufficiency of Insurer or Surety. Insurance or bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Agency Manager or designee of the Agency ("Agency Manager") due to unique circumstances. In the event the Agency Manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the Agency, the Contractor agrees that the minimum limits of the insurance policies and the performance bond required by this Section 5 may be changed accordingly upon receipt of written notice from the Agency Manager or designee; provided that the Contractor shall have the right to appeal a determination of increased coverage by the Agency Manager to the Agency Council of Agency within ten (10) days of receipt of notice from the Agency Manager. 6.0 REPORTS AND RECORDS 6.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Contractor hereby acknowledges that the Agency is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Contractor is providing design services, the cost of the project being designed, Contractor shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Contractor is providing design services, the estimated increased or decreased cost estimate for the project being designed. 6.2 Records. Contractor shall keep, and require subcontractors to keep, such books and records as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have reasonable access to such books and records at all times during normal business hours of Agency, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the Agency shall have access to such records in the event any audit is required. 6.3 Ownership of Documents. Agency acknowledges the drawings, specifications and other documents prepared by Contractor, its employees, subcontractors and consultants pursuant to this Agreement are -8- instruments of professional service ("Instruments"). Upon payment in full of all undisputed monies due Contractor, the Instruments shall become the property of Agency. Contractor shall have no claim for further employment or additional compensation as a result of the exercise by Agency of its full rights of ownership of the Instruments; provided, however, that any modification of the Instruments or use for other projects for which Contractor is not retained and does not provide professional services shall be at Agency's sole risk and without liability to Contractor, and shall require the removal of Contractor's title block and indicia from the Instruments unless otherwise agreed in writing by Contractor. Agency shall indemnify and hold harmless Contractor, its officers, directors and employees from and against any loss, damage, liability, claims, demands, suits and expenses, including but not limited to reasonable attorneys" fees and costs, resulting from use of the Instruments as aforementioned, without agreement in writing from Contractor. 6.4 Release of Documents. The drawings, specifications, reports, records, documents and other materials prepared by Contractor in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 7,0 ENFORCEMENT OF AGREEMENT 7.1 Interpretation; California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California, as prepared by both parties hereto. 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 Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 7.2 Disputes. In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefor. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10) days of service of such notice and completes the cure of such default within forty-five (45) days after service of the notice, or such longer period as may be permitted by the injured party; provided that if the default is an immediate danger to the health, safety and general welfare, such immediate action may be necessary. Compliance with the provisions of this Section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit Agency's or the Contractor's right to terminate this Agreement without cause pursuant to Section 7.8. -9- 7.3 Retention of Funds. Contractor hereby authorizes Agency to deduct from any amount payable to Contractor (whether or not arising out of this Agreement) (i) any amounts the payment of which are in dispute hereunder or which are necessary to compensate Agency for any losses, costs, liabilities, or damages suffered by Agency, and (ii) all amounts for which Agency may be liable to third parties, by reason of Contractor's acts or omissions in performing or failing to perform Contractor's obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Contractor, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, Agency may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. Notwithstanding anything in this Agreement to the contrary, Contractor does not waive, relinquish or release any claims or rights it may have to any amounts deducted hereunder, and shall be entitled to seek recourse for collection against Agency for any amounts deducted (i) the payment of which should not have been disputed and/or (ii) are not necessary to compensate Agency for any losses, costs, liabilities or damages, either suffered by Agency or for which Agency is liable to third parties, by reason of Contractor's acts or omissions in connection with this Agreement. The failure of Agency to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Contractor to insure, indemnify, and protect Agency as elsewhere provided herein. 7.4 Waiver. No delay or omission in the exercise of any right or remedy by a nondefaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative 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. 7.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 7.7 Liquidated Damages- Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, the -10- Contractor and its sureties shall be liable for and shall pay to the Agency the sum of Zero Dollars ($ -0-) as liquidated damages for each working day of delay in the performance of any service required hereunder, as specified in the Schedule of Performance (Exhibit "D"). The Agency may withhold from any monies payable on account of services performed by the Contractor any accrued liquidated damages. 7,8 Termination Prior to Expiration Of Term. This Section shall govern any termination of this Agreement except as specifically provided in the following Section for termination for cause. The Agency reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days' written notice to Contractor, except that where termination is due to the fault of the Contractor, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Contractor reserves the right to terminate this Agreement at any time upon, with or without cause, upon sixty (60) days' written notice to Agency, except that where termination is due to the fault of the Agency, the period of notice may be such shorter time as the Contractor may determine. Upon receipt of any notice of termination, Contractor shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Contractor has initiated termination, the Contractor shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Contractor has initiated termination, the Contractor shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2. 7.9 Termination for Default of Contractor. If termination is due to the failure of the Contractor to fulfill its obligations under this Agreement, Agency may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Contractor shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the Agency shall use reasonable efforts to mitigate such damages), and Agency may withhold any payments to the Contractor for the purpose of set-off or partial payment of the amounts owed the Agency as previously stated. 7.10 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees -11- shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. 8.0 AGENCY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non-liability of Agency Officers and Employees. No officer or employee of the Agency shall be personally liable to the Contractor, or any successor in interest, in the event of any default or breach by the Agency or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement. 8.2 Conflict of Interest. No officer or employee of the Agency shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. The Contractor warrants that it has not knowingly paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 8.3 Covenant Against Discrimination. Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the performance of this Agreement. Contractor shall take affirmative action so that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin, or ancestry. 9.0 MISCELLANEOUS PROVISIONS 9.1 Notice. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the Agency, to the Agency Manager and to the attention of the Contract Officer, AGENCY OF PALM SPRINGS, P.O. Box 2743, Palm Springs, California 92263, and in the case of the Contractor, to the person at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section. -12- 9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 9.3 Integration; Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 9.4 Seyerabj ty. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder 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. 9.5 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party 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 said party is bound. 9.6 Hazardous Materials. Agency acknowledges that Contractor has no expertise in and is not being retained for the purposes of investigating, detecting, abating, replacing, remediating or removing any items, products, materials or processes containing hazardous substances. Agency hereby agrees to bring no claim or suit for negligence, breach of contract, indemnity or any other cause of action against Contractor and/or its consultants arising out of the presence in any property or structure that is the subject of services performed by Contractor, of asbestos, asbestos-related materials, or any other hazardous substance, in any form whatsoever, as defined by the Environmental Protection Agency or any other public authority. Agency further agrees to require the General Contractor and/or its subcontractors to indemnify, defend and hold Contractor, its officers, directors, shareholders and employees harmless from and against any such claims regarding the presence of hazardous substances in any property or structure that is the subject of services performed by Contractor. -13- 9.7 Latent Conditions. Should the Work include any remodeling, alteration or rehabilitation work, Agency understands and acknowledges that certain design and technical decisions are made on assumptions based upon readily available documents and visual observations of existing conditions. Contractor shall not perform any destructive testing or opening of any concealed portions of the Work to ascertain its actual conditions. Should Contractor's and/or its consultants' assumptions, made in good faith, prove incorrect, Agency agrees that Contractor and its consultants shall not be held responsible for the performance of the Work or for any additional work or costs required to correct any ensuing problems based upon such good-faith assumptions. 9.8 Construction Means and Methods. Contractor shall not have control over or charge of and shall not be responsible for construction means, methods, techniques, schedules, sequences, procedures, fabrication, procurement, shipment, delivery, receipt or installation, or for safety precautions or programs in connection with the work provided by the construction contractor or its subcontractors since such are solely the construction contractor's and its subcontractor's responsibility under the contract for construction. Contractor is not responsible for the construction contractor's or its subcontractor's failure to carry out the work in accordance with the Contract Documents. [SIGNATURE PAGE FOLLOWS] -14- IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above. ATTEST: COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNIA Ass- nt 5ecretarys®/p_3/2'9*— e Director e6 r- I PPR AS T FORM: MLVot� r Cal g�t4 6zU �`e4'-t� Agerncy Counsel Executive Director CONTRACTOR: APPROVED �X\fn1 �7L SANBORN A/E, INC. (Check One: individual, __partnership, X corporation) (NOTARIZED) By: Alf gnatur�- 12oz`/ . Pr° 'M me a Title (NOTARIZED) By. Signature Print Name and Title Mailing Address: (Corporations require two signatures; one from each of the following:A. Chairman of Board, President, any Vice President; AND B. Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chief Financial Officer.) -15- ACKNOWLEDGMENT State of California County of V d pe ) On i )02 before me, � d P b1 _ ! (insert name and title of the officer) A personally appeared I Itn I'lggorn who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/shemey executed the same in his/heTltPi'eir authorized capacity(les), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the persons) 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. PF WITNESS my hand and official seal. commisslon JENNIFER FRENCH�i52g2za z , W _ Notary PublIC-Callromip Riverside County "LorvlyCpmm.EXDkMDe 27,gnna Signature J.ji, (Seal) ACKNOWLEDGMENT State of California County ofIU� �f ) �j I On�_yn} before me,,�nE]jjPf E� Nafa -/ f' lb IC (insert name and title of the officer) personally appeared : �nborr) who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s) Ware subscribed to the within instrument and acknowledged to me that he/shefthcy executed the same in his/hefHt it authorized capacity{ies), and that by hisMerlffeir 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. JENNIFER FRENCH 0-:1mycomm.Ex commission#1529228 No1Cry Pu61Ic-Call(omlo Riverside County plros Dec 21,2006 Signature (Seal) EXHIBIT "A" SCOPE OF SERVICES Contractor shall provide a full range of professional Contractual services in connection with the Agency's acquisition of a 115-acre parcel from the Bureau of Land Management, which shall include the following: Cadastral (Government) Survey: Sanborn A/E, Inc. (SAE) shall provide the following: x. Field Survey and locate property corners for that portion of a 115.23 acre parcel (in section 34, T.3S., RAE) lying north of Tramview Road and westerly of Indian Canyon Drive. (The assessor's parcel number of the 115 acre BLM parcel is 669-330-029-4.) 2. Prepare an government property map of the survey for filing with the Bureau of Land Management. Plotted Easements of Bureau of Land Management Parcel ex POR N+a SEC.3 r } a AL, wo-'Je ... . ._.. ., „.m ri•m....„x onu...on mm r i�_i el 1� .ii - ,� — „ail' —•— -- ----- r AL ic:m+ovewooas..(Nm wan.d.l ar im v.nw c..n a maa. �l IF--d ..levfinei Cm...... - nwmaanum w c vorw T.x lt]nn8o550-0xM (a.m^va meni.ww a incm.m.p M.V now Yw.le 16- EXHIBIT "B" SPECIAL REQUIRE,MENTS Section 5.1(d) The Contractor shall procure and maintain professional liability insurance in a minimum amount of$1 million in conformance with the provisions of Section 5.o of this Agreement. Section 5.3 The requirement of Section 5.3 for a performance bond are hereby waived. Section 7.7 Liquidated Damages will not apply to this agreement. -17- EXHIBIT "C" SCHEDULE OF COMPENSATION The fee for Task 1. in the above-described "Scope of Services" is Four Thousand Nine Hundred Seventy Five Dollars ($4,975.00). All printing and/or reproductions will be at cost plusl5%, not to exceed a total of $650.00. Payment in full shall be made by Agency upon completion of the work in Scope of Services. -18- EXHIBIT "D" SCHEDULE OF PERFORMANCE The Contractor shall complete the work described in Exhibit "A° within four (4) months of the date of execution of this Agreement. -19-