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HomeMy WebLinkAbout05672 - SWATT/MIERS ARCHITECTS ARCHITECTURAL SVCS FOR ANIMAL SHELTER Page 1 of 1 Kathie Hart From: Allen Smoot Sent: August 23, 2011 6:34 PM To: Kathie Hart Subject: RE: A5672-Swatt-Miers Architects(Animal Shelter Architect) yes From: Kathie Hart Sent: Tue 8/23/2011 3:25 PM To: Allen Smoot Cc: ]ay Thompson Subject: A5672 - Swatt- Miers Architects (Animal Shelter Architect) Al: Is this agreement ready to be closed? 9444�-- Kathie Hart, CMC Chief Deputy City Clerk City of Palm Springs 3200 E.Tahquitz Canyon Way Palm Springs, CA 92262 (760)323-8206 1 A (760)322-8332 M' Kathie.Hart@PalmSpringsCA.gov Please note that City Hall is open 8 a.m. to 6 p.m.Monday through Thursday,and closed on Fridays at this time. 08/24/11 FIFTH AMENDMENT TO AGREEMENT FOR ARCHITECT SERVICES A5672 THIS FIFTH AMENDMENT TO THE ARCHITECT SERVICES AGREEMENT between the CITY OF PALM SPRINGS and SWATT/MIERS ARCHITECTS, Agreement A5672, is made and entered into, to be effective the 21st day of April 2011, as follows: RECITALS A. The City of Palm Springs ("City") has retained Swatt/Miers Architects ("Architect") to perform architectural services related to the design, construction, and operation of an Animal Shelter pursuant to an Agreement for Architect Services Dated June 13, 2008 ("Agreement"). i B. The agreement allows for adjustments to the fees based on changes in scope of the overall project. C. The City and the Architect have agreed that the cost to redesign the canine courtyard of the Palm Springs Animal Shelter in response to the settlement of Field Correction Notice #8 shall be added to the contract and , further that said value shall be back-charged to the project contractor. AMENDMENT NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein, the Agreement is amended in the following respects: Article III. A. General Payment Provision is hereby amended by adding Item 7 to reflect the following: 7. Field Correction Notice #8 Redesign expense, $2900." All provisions of the Agreement not affected by this amendment herein shall remain in full force and effect. ORIG31NAL BID AND/OR AGREEMENT Amendment 5,Agreement A5672 IN WITNESS WHEREOF, the parties hereto have executed this Fourth Amendment to the Architect Services Agreement for the Animal Shelter project at Palm Springs, California. CITY OF PALM SPRINGS SWATT/ MIERS CHITECTS By: `� o By: City Manager Its: Sege Attest: APPRO'JtD BY CITY COU CIL City Clerk Approved as to form: 1 Z1,7 By: City Atto—rneY-�(] Not To Excead $ Without The Expr = Written Authorization Of The City Manager. amendment 5.Agreement 5672 Assignment and Assumption Agreement This Assignment and Assumption Agreement is entered into by and among the City of Palm Springs ("City"), George Miers & Associates, a California corporation ("Miers"), and Swatt/Mierrs Architects, a California corporation ("Swatt/Miers"). Recitals A. City and Miers entered into an agreement on June 13, 2008 where Miers agreed to provide architect services for the design of an animal shelter for the City ("Agreement"). B. On April 9, 2009, Miers participated and joined in the formation of a new corporation, Swatt/Miers. It is the desire of Miers to assign all of its covenants, agreements, and oblligations in the Agreement to Swatt/Miers and Swatt/Miers desires to assume all of Miers' covenants, agreements, and obligations in the Agreement. C. George.Miers, the principal in Miers and a principal in Swatt/Miers, will continue in the role of the architect responsible for the performance of the work and services required under the terms of the Agreement. D. Section VIII-J-1 of the Agreement allows Miers to assign its interests in the Agreement to a third party with the approval of the City. Agreement 1. Miers assigns to Swatt/Miers all of Miers' rights, covenants, agreements, and obligations of Miers under the agreement to Swatt/Miers and Swatt/Miers accepts such assignment and assumes all of Miers' rights, covenants, agreements, and obligations in the Agreement 2. Swatt/Miers agrees that George Miers shall remain and continue as the supervising architect responsible for overseeing the performance of all architect work and services required under the Agreement. No other person within Swatt/Miers shall control, direct, or supervise any work or services provided by George Miers under the terms of the Agreement. There shall not be any change in the provisions of this Section 2 of this Assignment and Assumption agreement without the written approval of the City. 3. The City consents to the Miers assignment of its rights, covenants, agreements, and obligations in the Agreement to Swatt/Miers. The City also consents to Swatt/Miers assumption of Miers rights, covenants, agreements, and obligations in the Agreement. 129221.1 4. Except as expressly provided in this Assignment and Assumption Agreement, the terms and conditions of the Agreement shall remain in full force and effect. George Miers & Associates Date: loq By: Title: / c By: Title: Swatt/Miers Arc itects Date: S Q By: 6 1,14�A4- Title: ' ; c.o c s>c By: ,� Title: -{ If is City of Palm Springs Date: Title: A,PPR TO FORM i4y xas�AV Date 1292'1.1 Amend 4 to A5672 01-19-2011 Item 2G FOURTH AMENDMENT TO AGREEMENT FOR ARCHITECT SERVICES A5672 THIS FOURTH AMENDMENT TO THE ARCHITECT SERVICES AGREEMENT between the CITY OF PALM SPRINGS and SWATT/MIERS ARCHITECTS, Agreement A5672, is made and entered into, to be effective the 20TH day of January 2011, as follows: RECITALS A. The City of Palm Springs ("City") has retained Swatt/Miers Architects ("Architect") to perform architectural services related to the design, construction, and operation of an Animal Shelter pursuant to an Agreement for Architect Services Dated June 13, 2008 ("Agreement"). B. The agreement allows for adjustments to the fees based on changes in scope of the overall project. C. The City and the Architect have agreed that reimbursable expenses to cover travel during the construction administration phase of the project should be increased as well as, fees for Value Engineering work, Engineering for field corrections and coordination fees for the reclaimed water special report should be added. AMENDMENT NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein, the Agreement is amended in the following respects: 1. Article III. B. 8. is hereby amended to reflect a new total for Reimbursement Costs of $44,450. 2. Article III. A. General Payment Provision is hereby amended by adding items for "Reclaimed water special coordination services", "Corrective Design Work" and "Value Engineering Design Work" to read as follows: "4. Reclaimed Water Special Coordination Services. Coordination work required by State Health Department so that Reclaimed Water Special report could be prepared and submitted for the project. Including site and interior signage plan, coordination of a Amendment 4,Agreement A5672 Qar ,^ sub-consultants for modification to plumbing and site utility plans as required to meet State mandates. Development of interior public education bulletin boards on the subject reclaimed water. Coordination with DWA, City, State and Violia for special controls to separate the animal shelter system from any possible contamination from the treatment plant. Fees due Architect for this work shall not exceed $8,950." "5. Corrective Design Work. An additional allocation of $2,825 for design work required as a result of field errors which shall ultimately be back-charged to the contractor." "6. Value Engineering Design Work: An additional allocation of $4,660 for design work required to Value Engineer portions of the project as they are identified by the design team." All provisions of the Agreement not affected by this amendment herein shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Fourth Amendment to the Architect Services Agreement for the Animal Shelter project at Palm Springs, California. CITY OF PALM SPRINGS -- SWATT/ MIERS CHITECTS B By: City Manager Its: Attest: APPROVED BY CITY COUNCIL City Clerkcf/ 77 f 2Of Approved as to form: By: / '14ity Attorney 4 Amendment 4,Agreement A5672 y THIRD AMENDMENT TO AGREEMENT FOR ARCHITECT SERVICES THIS THIRD AMENDMENT TO THE ARCHITECT SERVICES AGREEMENT between the CITY OF PALM SPRINGS and SWATT/MIERS ARCHITECTS, A CALIFORNIA CORPORATION, Agreement A5672, is made and entered into, to be effective the 22nd day of April, 2010, as follows: RECITALS A. The City of Palm Springs ("City") has retained Swatt/Miers Architects ("Architect") to perform architectural services related to the design, construction, and operation of an Animal Shelter pursuant to an Agreement for Architect Services Dated June 13, 2008 ("Agreement"). B. The agreement provides for set fees in the various levels of design as well as for reimburseables, but, it does not provide any provisions for City Manager approval of small adjustments to the contract. C. The Architect has requested additional reimburseable compensation for extra colored renderings over an above those called for in the agreement, for additional structural design work to provide protection of an existing storm drain that crosses the corner of the site, for structural design work related to acoustical wrapping of the duct work in certain areas of the building, and for additional design work related to sewers and reclaimed water. AMENDMENT NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein, the Agreement is amended in the following respects: 1. Article III, Compensation, Progress Payments and Expenses, A. General Payment Provisions are hereby amended by adding item "3. Additional Services" to read as follows: "3. Additional Services. The City Manager is hereby authorized to approve payments for additional services and expenses, beyond the basic services and expenses called for in this agreement, up to a total amount not to exceed 5% of the total compensation authorized by this Agreement. Said additional services or expenses may be approved via the Purchase Order Change Process." Amendment 3, Agreement A5672 All provisions of the Agreement not affected by this amendment herein shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment to the Architect Services Agreement for the Animal Shelter project at Palm Springs, California. CITY OF PALM SPRINGS SWATT/MIERS ARCHITECTS By. � , By: AR��� City Manager Its: Attest: - City Clerk i� Zoe c► PROVED BY CITY COUNCIL Approved yCtg form: By: X�) & I Attorney Amendment 3,Agreement A5672 SECOND AMENDMENT TO AGREEMENT FOR ARCHITECT SERVICES A5672 THIS SECOND AMENDMENT TO THE ARCHITECT SERVICES AGREEMENT between the CITY OF PALM SPRINGS and SWATT I MIERS ARCHITECTS, Agreement A5672, is made and entered into, to be effective the 16TH day of April, 2009, as follows: RECITALS A. The City of Palm Springs ("City") has retained Swatt I Miers Architects ("Architect") to perform architectural services related to the design, construction, and operation of an Animal Shelter pursuant to an Agreement for Architect Services Dated June 13, 2008 ("Agreement"). B. The agreement calls for the establishment of a "Master Budget" as an estimate of all components of construction work related to the Project. C. The City and the Architect have agreed that $6,000,000 is the appropriate dollar amount for the Master Budget for the Animal Shelter Project and have further agreed that the redesign at architect's cost for a bid project in excess of the Master Budget threshold, shall be increased from 2.5% to 5%. AMENDMENT NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein, the Agreement is amended in the following respects: 1. Article 1, Section B.8. "Changes in Plans and Specifications" is hereby amended by adjusting the percentage listed in the section from "2.5%" to „5%" 2. Exhibit "F", Master Schedule is hereby amended by adding the following: "Based on the approved Schematic Design of the Animal Shelter, dated 2/17/2009 and as further modified by Staff Recommendations Sheet dated March 27,2009 attached as Exhibit "A" to this amendment, the project Master Budget is hereby established at $6,000,000." Amendment 2,Agreement A5672 All provisions of the Agreement not affected by this amendment herein shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment to the Architect Services Agreement for the Animal Shelter project at Palm Springs, California. CITY OF PALM SPRINGS SWATT MIE S ARCHITECTS 7:wy By: City Moze Attest: APPROVED BY CITY COUNCIL, C�yC �k (on�/i5/�oia Approved a o,,form: By: J/)7�r/ Cit torney Amendment 2,Agreement A5672 EXHIBIT"A" TO SECOND AMENDMENT TO AGREEMENT FOR ARCHITECT SERVICES A5672 (3 pages) ANIMAL SHELTER SCHEMATIC DESIGN STAFF RECOMMENDATIONS SHEET March 27,2009 Design Changes/Bid Alternates: 1. Change the floor drains to trench drains, savings of $62,120. Staff does not recommend accepting this change and it is not a good candidate for a bid alternate. 2. Delete the recycled water system, savings $5,083. Staff does not recommend this change as it would adversely effect long term operating costs. 3. Delete south planter and replace with wall, savings $50,735. Design as alternate. 4. Delete Wards 4 & 5, savings $123,493. Staff believes that these wards are needed, however, recommends that this item be designed as a bid alternate in the project. 5. Delete get acquainted yard 6, savings $27,276. Staff recommends that this be deleted from the project. 6. Delete piped oxygen, savings of$5,647. This item is also tied to a change in the sally port. Staff recommends that this be deleted from the project. 7. Delete glazed masonry units, $114,075. Staff recommends this be deleted from the project. 8. Stained concrete to VCT, savings of $3,513. Staff believes the long term additional maintenance cost renders this as something not to include. 9. Change northern exercise fencing from Omega fencing to vinyl chain link, savings $95,523. Omega fencing should be used on the east end of the large exercise courtyard. Further discussion on this item will follow in Program adjustments discussion. 10. Emergency generator as a bid alternate, savings of$134,405 less $1,800 extra design cost. Staff recommends that this be designed into the project as a bid alternate, and that the design team be instructed to cover the extra cost in savings they should have in the LEED contract work as the City Council has decided not to submit the project for certification. 11. Delete west fencing, savings $70,540. Design as an alternate. 12. Additional Omega fence to vinyl covered chain link fence, savings $68,310; (In areas that can not be seen from the exterior public ways.) 13. Reduced socialization area, savings $69,222. Staff agrees with this reduction in the building. 1 14. Reduced special exhibit area, savings $21,367. Staff agrees with this reduction in the building. 15. Reduced small animal area, savings $15,270. Staff agrees with this reduction in the building. 16. Reduced retail area, savings $17,678. Staff agrees with this reduction in the building. 17. Reduced volunteer area, savings $15,940. Staff agrees with this reduction in the building. 18. Reduced community cat area, savings $15,407. Staff agrees with this reduction in the building. 19. Reduced classroom, savings $5,952. Staff agrees with this reduction in the building. 20. Delete maintenance/recycle/oxygen in sally port, savings $32,973. Staff agrees with this reduction in the building. 21. Major architectural design change, savings $415,661. City Council subcommittee did not find the architectural change as acceptable. It does believe that the remaining concrete planters in the project should be carried as bid alternates. This should allow for some$150,000 in savings. Project"Program" Chan es: 1. Delete the staff courtyard. 2. Delete the euthanasia courtyard. 3. Delete the euthanasia holding (Rm 358) and euthanasia room (Rm 359) and hallway 357. 4. Delete the artificial turf in northerly exercise area, dirt is fine (artificial turf burns feet in summer heat). Also limit the fencing to where there are two large exercise areas. 5. Delete Socialization room (RM 136). This area should be incorporated into the northerly exterior exercise yard. 6. Delete classroom entrance (Rm 116). Note this would be an outside area under the high roof. The restrooms would have.key locked doors. The security grill would change to and exterior wall/door and move to where it lined up with the south wall of the Volunteer room (Rm 112 door would move from west wall to south wall.). 7. Further reduce the size of the community cat room to a single room. The room should be moved further into the lobby area. (See attached sketch). 8. Delete the entry vestibule(Rm 100). Two exterior doors will work just fine. Note: For Project Program Change Items 5, 6, 7 & 8 the City Council subcommittee would like to work with the design team to maintain some of these areas as alternates if at all possible. 2 „��tvyA���•�w r�I,���t�r�4�,I,t f11 ii► ►�r r yaii��+� T►w*'+` 401_ WNW No r t ,44 Mi s;*?��;ll 4F; •. --- �, , = `cam .;•` _. ,�� � w I J r I' ♦+r w�•rr��� Y h FIRST AMENDMENT TO AGREEMENT FOR ARCHITECT SERVICES THIS FIRST AMENDMENT TO THE ARCHITECT SERVICES AGREEMENT between the CITY OF PALM SPRINGS and GEORGE MIERS & ASSOCIATES, INC. is made and entered into, to be effective the 1st$' day of October, 2008, as follows: RECITALS A. The City of Palm Springs ("City") has retained George Miers & Associates ("Architect") to perform architectural services related to the design, construction, and operation of an Animal Shelter pursuant to an Agreement for Architect Services dated June 13, 2008 ("Agreement"). B. The Agreement provided that all subcontractors and subconsultants are required to provide Two Million Dollars ($2,000,000.00) in professional liability errors and omissions insurance coverage. This requirement was in addition to the requirement that the Architect provide Two Million Dollars ($2,000,000.00) in such coverage. C. The City and the Architect have agreed that One Million ($1,000,000.00) Dollars in errors and omission insurance from sub-contractors and sub-consultants who review, approve, and sign plans, drawings, and specifications in addition to the Architect's Two Million Dollars ($2,000,000.00) in coverage will adequately protect the City's interests without unduly burdening the sub-contractors and sub-consultants that the Architect desires to include in the design of the Animal Shelter. AMENDMENT NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein, the Agreement is amended in the following respects: 1. Section I.A.1 of the Agreement is amended to read: 1. "Architect"means George Miers &Associates, Inc., and its officers and employees. 2. Section V.A.4 of the Agreement is amended to read: 4. Insurance of Architect's Consultants. Architect shall ensure that all subconsultants hired by Architect to perform services which involve the preparation, approval, or stamping (or otherwise certifying) the plans, drawings, or specifications as required or provided in connection with this Agreement shall maintain, at their sole cost and expense, insurance polices providing professional liability coverage on all claims in a minimum aggregate amount of One Million ($1,000,000.00) Dollars. FIRST AMENDMENT -1- AGREEMENT senans.i All provisions of the Agreement not affected herein shall remain in full force and effect. IN WITNESS W HEREOF,the parties hereto have executed this First Amendment to the Construction Management Agreement at Garden Grave, California- CITY OF PALM SPRINGS GEORGE MIERS SSOCIATES, INC.: y; 2I By: City Manager Its: Attest: APPROVED BY CP COUNCIL B h r r •k�.a .O`� col �.�'� Ir City Clerk t a/xi I2ao8 Approved a J6(0 rr�m: By: Cit Attorney FIRST AMENDMENT -2- AGREEMENT s64%11.1 AGREEMENT NO. AGREEMENT FOR ARCHITECT SERVICES This Agreement for Architect Services ("Agreement") is entered into this 0 day of f)VAv 20Q�D by and between the City of Palm Springs, a California charter city ('City") and George Miers & Associates, Inc., a California corporation ("Architect"). The City and Architect are sometimes collectively referred to in this Agreement as the "Parties." RECITALS A. The City desires to design, construct, and operate an Animal Shelter (the "Project"). The Project is proposed to be developed on approximately 4.03 acres of property (the "Site") generally located at the south east corner of Vella Road and Mesquite Avenue in the City of Palm Springs. A map of the Site is attached as Exhibit "A" to this Agreement. B. The City desires to have the Project designed and developed in an integrated, functional, and attractive way so that the operational goals of the City can be achieved while ensuring that the Project will be an environmental, cultural, social, and governmental benefit to the City. C. The City desires the services of a professional, highly qualified, and expert architectural and/or engineering firm or team of firms, to act as the City's Architect in the design and development of the Project, consistent with the City's desires. D. The Architect is ready, willing, and able to provide the services the City desires, perform all professional architectural, landscape architectural, engineering, communications design, essential facilities design services necessary for the Project, and meet the City's expectations as described in these Recitals and in the City's Request for Proposal, dated November 20, 2007 ("RFP"). E. The Architect represents that it is regularly and appropriately licensed to practice architecture and/or engineering in the State of California and is qualified and expert in all respects to provide the required and desired services and that its officers and employees, are sufficient in number and posses the knowledge, experience, and character necessary to qualify them individually as expert for the particular duties they are to perform. d I"slur°�Sh ',fwi:L'' ,cr Whereas, the City and Architect agree as follows: AGREEMENT Article 1. THE ARCHITECT'S BASIC SERVICES The Architect shall perform all "Basic Services," defined as all services set forth in this Article I of the Agreement. The Architect's compensation for Basic Services shall be as set forth in Article IV, Section A below. A. Definitions 1_ "Architect" means (name of Architect), and its officers, employees, and consultants including the persons identified in Exhibit "E" to this Agreement. 2. "City" means the City of Palm Springs, California. 3. "Construction Budget" means the budget for the construction of the Project as approved by the City including contingencies, and as may be amended by the City. 4. "Construction Documents" means the detailed drawings and specifications necessary for the construction of the Project, including the Deliverables specifically described in Exhibit "B." 6. "Contractor" means one of the "Various Contractors." 6. "Deliverables" means each of the documents, plans, and other items identified on Exhibit "B"" to this Agreement. 7. "Design Documents" means the final fully approved drawings, plans, and specifications for the Project and certified as complete by the Architect. 8. "Estimated Construction Budget" means the estimate of the Project's total construction cost as estimated by the Architect at the conclusion of the Construction Document Phase as described in Section E of Article I of this Agreement. 9. "Governmental Authorities" means all federal, state, and local government agencies or bodies having jurisdiction over the Project. 10. "Governmental Regulations" means all requirements of all Government Authorities including all laws, codes, rules, ordinances, and regulations. 11. "Master Budget" means an estimate of costs of all components of the work related to the Project and as further described and itemized in the Master Schedule, including an allowance for reimburseable expenses and such other 2 additional costs as may be determined necessary by the City to facilitate the review, approval, construction, and completion of the Project. 12. "Master Project Plan" means a general and overall concept approach, including alternatives for scheduling and management, consistent with the City's schedule, cost expectations, and general design requirements for the Project. 13. "Master Schedule" means the comprehensive schedule of work for the Architect and the Various Contractors as generally prepared or revised by the Project Manager. (See Exhibit "F") 14_ "Project" means the design and construction of an Animal Shelter on the Site. 15. "Project Manager" means the City Manager or the City Manager's designee. 16. "Reimbursable costs" means those costs incurred in producing special models and renderings which have not been identified in Exhibit "B" and producing copies of documents above the quantity of documents specified in Exhibit "B" as authorized and approved by the City and such incidental costs, including travel costs and other miscellaneous costs as may be approved by the Project Manager. 17. "RFP" means the City's Request for Proposal for Architect Services, dated November 20, 2007. 18. "Services" means all of the duties and responsibilities described in Article I of this Agreement, including without limitation Sections B, C, D, E, F, and G thereof, and providing the Deliverables as described in Exhibit "B 19. "Site" means the approximate 4.03 acres of land generally located at the south east corner of Vella Road and Mesquite Avenue and is graphically depicted on Attachment "A" to this Agreement. 20. "Various Contracts" means the agreements between the Various Contractors and the City. 21. "Various Contractors" means all persons who have entered into an agreement with the City to perform work on the Project or to perform services related to the completion of the Project. For the purpose of this Agreement, the term "Various Contractors" does not include the Project Manager or the Architect_ B. General Responsibilities 1. General Statement. The Architect shall prepare all plans, specifications, and estimates for the Project, and observe the work of construction to ensure the work 3 is performed in compliance with the plans, specifications, and estimates. The Architect shall ensure that the Project is designed and constructed in strict accordance with Governmental Regulations. 2. Employees and Consultants. The Architect shall retain, at its sole cost and expense, personnel who are properly skilled in various aspects of the design and construction of the Project, including employees and third party engineers, consultants, and technicians. The Architect shall retain personnel to perform, among other services, civil engineering, structural engineering, mechanical engineering (including both HVAC and plumbing), electrical engineering, landscape architecture, communications, essential facilities design, traffic engineering and such other specialized engineering and consulting services as are required for the design and construction of the Project. 3. Performance Standard. Architect agrees to perform all services under this Agreement (i) in an expeditious, expert, and professional manner; (ii) in accordance with the highest and best standards of professional skill; and (iii) in accordance with Governmental Regulations of Governmental Authorities. Except as may be otherwise expressly provided in this Agreement, City and Architect agree that Architect shall not be exonerated or relieved from liability or responsibility by reason of the fact that City has reviewed, approved, or accepted any design or specifications prepared or recommended by Architect in connection with the design of Project. 4. Correction of Errors. The Architect at its own expense shall provide such services as may be necessary to correct errors, omissions, or conflicts which may occur in the design documents prepared by the Architect or in the performance of services under this Agreement and which are the fault or responsibility of the Architect or Architect's Consultants, of every tier. 5. Accuracy of Plan. The Architect expressly warrants all plans, drawings, specifications, and other design documents furnished for the Project are fully sufficient, complete, and accurate in all respects and warrants that such plans, drawings, and specifications will fulfill and be fit in all respects for the purpose for which they are intended by the City. 6. City Acceptance. Any and all consents, approvals, or acceptances of the City which may be required under this Agreement must be in writing in order to be effective. Architect acknowledges that the City and its elected officials, employees and staff are not experts or professionals in the fields of architecture, engineering, and design and that the City will be relying entirely upon the expertise and professional abilities of the Architect to prepare fully accurate and complete plans, drawings, and specifications for the Project. City consents, approvals, and acceptances shall not be construed as a finding or determination by the City that the plans, drawings, and specifications or any part thereof are accurate or complete, nor shall such consents, approvals, and acceptances be construed as a release or waiver of the obligation of the Architect to provide accurate and complete plans, drawings, and specifications in accordance with the highest and best professional skill, consistent with its obligations 4 pursuant to this Agreement, including without limitation the provisions of Paragraphs 3, 5, and 7 of this Section B of Article I of the Agreement. 7. Responsible for Quality and Accuracy. The Architect shall be responsible for the professional quality, technical accuracy, and the coordination and adequacy of all designs, drawings, specifications and other services furnished under this Agreement. The Architect shall, without additional compensation, correct or revise any errors or deficiencies in such designs, drawings, specifications, and other services. The Architect shall be fully responsible for any and all costs, including any delay damages, incurred by the City as a result of any error or omission in the designs, drawings, and specifications for the Project. The City's review, approval, acceptance of, or payment for, the services required under this Agreement shall not be construed to operate as a waiver of any action arising out of the performance of this Agreement. The Architect shall be and remains liable to the City in accordance with this Agreement and all applicable laws for any and all damages to the City caused by the unsatisfactory or negligent performance of any of the services furnished under this Agreement. The rights and remedies of the City provided for under this Agreement are in addition to any other rights and remedies provided by law. If the Architect is comprised of more than one legal entity, each such entity shall be jointly and severally liable thereunder. 8. Changes In Plans and Specifications. In the event that competitive bids based on the Final Plans exceed the Master Budget by more than two and one half (2.5%) percent, the Architect shall, at no cost to the City above the Basic Fee as defined in Article IV, Section A below, make any changes in approved plans and specifications as are necessary to secure a new construction bid which does not exceed cost estimates approved by the City and ensure that the Project is completed pursuant to the Master Schedule. 9. Public Agency Approvals. The Architect shall assist and cooperate with the City's Project Manager in applying for and securing all required approvals from public agencies having jurisdiction over the Project. The Architect shall provide in a timely manner all documentation, drawings, plans, and specifications and such other materials as the City or Project Manager may request to secure such approvals. 10. Cooperation. Architect agrees to cooperate with, and coordinate Architect's and Architect's consultants' services with those services provided by the City's Project Manager. 11. Designation of Representative of Consultant. Architect has furnished to the City a list of the names of the principal persons employed or retained by the Architect in discharging its obligations under this Agreement, stating the position and function of each such person. This list is attached to this Agreement as Attachment "C It is expressly understood that the experience, knowledge, capability, and reputation of the foregoing persons are substantial inducement for the City to enter into this Agreement. The foregoing persons shall be responsible during the term of this Agreement for directing or performing all activities of the Architect and devoting 5 sufficient time to personally supervise the Services required pursuant to this Agreement. No change in such staffing shall occur without the prior approval of the City, except that in the event any of these named persons should leave the Architect for any reason, Architect may propose to the City a substitution and such substitution shall be subject to the approval of the City. Architect is engaged by the City for its unique and expert qualifications and abilities. Architect may not, therefore, delegate any of its duties under this Agreement, except to the extent that delegation of work to City's employees is contemplated. No work shall be subcontracted without the written consent of the City. C. Needs Assessment and Programming Phase 1. Programmatic Documents. The Architect shall be responsible to conduct a facility needs assessment as described in Exhibit "B" and which will include a visit to the existing animal shelter and the proposed site of the proposed shelter, careful review of the existing animal shelter and current shelter operations, and interviews of the shelter staff and other related city staff and meetings with affected and interested groups as may be identified and recommended by the Program Manager, including without limitation the Friends of the Animal Shelter. The deliverable under this phase shall be a complete profile of the needs of the proposed shelter, including without limitation recommendations for animal holding facilities, animal treatment facilities, and administration and related support facilities. The deliverable shall also include a listing of each room, its use, and the proposed square footage. 2. Preliminary BoundarV Map and Topographic Survey- The Architect shall perform project site research and obtain copies of all available maps and plans for the project. Based on the site research the Architect shall prepare a preliminary boundary map fro use in performing the boundary survey. Architect shall perform a complete boundary survey and establish horizontal and vertical control for use in preparing an aerial topographic survey. Perform a complete field design survey, obtaining horizontal and vertical control locations for all existing improvements along the project boundary and for a distance of 300 feet beyond the project boundary. Prepare an aerial topographic survey at a scale of 1"=40', with one foot contour intervals. D. Schematic Design/Planning Submittal Phase 1. Schematic Design Documents. The Architect shall review the program, schedule, and budget furnished by the City to ascertain the requirements of the Project and shall meet with the City and the Project Manager to ascertain the requirements of the Project and the Architect in order to understand the requirements of the City. The Architect shall review with the City and the Project Manager proposed site use and improvements, selection of materials, building systems and equipment, methods of Project delivery, and alternative approaches to design and construction of the Project. 2. The Architect shall perform all services required to prepare preliminary studies, schematic drawings, a preliminary project schedule, and site utilization plans, including onsite and offsite facilities necessary for the Project, including any alternatives 6 as the City may request. The schematic drawings and site utilization plans shall show the ultimate development of the Site and the proposed architectural concept of the Project. The Architect shall actively solicit oral and written commentary from the City, attend public meetings as required by the City, and consider comments from members of the public and appropriate consultants prior to or as the documents are produced and delivered. The Architect shall deliver to the City all documents, drawings, sketches, surveys, models and other materials prepared during the schematic design phase in appropriate increments, as the documents are completed, on a daily and weekly basis, for City's review and approval. The Architect shall perform all services required to prepare architectural representation drawings for the Project that are suitable for reproduction. The Architect shall furnish to the Project Manager the Deliverables as specified in Exhibit °B". After corrections have been made, the drawings and specifications shall be submitted for the City's final approval. 3. Schematic Design Phase Cost Estimate. The Architect shall prepare a preliminary estimate of the total construction cost of the Project based on the documents developed during the Schematic Design Phase. The Architect shall prepare the estimate on a square foot/unit cost basis, or more detailed computation if requested by the City, considering prevailing construction costs and including all work for which bids will be received. 4. Schematic Design Phase Schedule. The Architect shall complete all obligations set forth in this Section D - Schematic Design Phase no later than the time frame specified in the Master Schedule, Exhibit "F 5. Fund Raisin Upon completion of the Schematic Design Phase, the Architect shall provide color renderings of the proposed facility that the City and the Friends of the Animal Shelter can use for fund raising efforts. The renderings shall also be provided in electronic format so that the City and/or the Friends of the Animal Shelter can easily duplicate the renderings for use in any fund raising material or medium. The Architect shall be responsible for designing or identifying potential fund raising opportunities such as donor walls, pavers, rooms, or other design features that could be identified with or for specific donors. E. Design Development Phase 1. Design Development Plans. Once the City has approved the Architect's services performed during the Schematic Design Phase and has provided the Architect with written notice to proceed, the Architect shall prepare Design Development Plans for the Project. Such Design Development Plans shall consist of structural, mechanical and electrical systems, telecommunications systems, floor plans, elevations, and other drawings and specifications illustrating the size and nature of the entire Project. The Design Development Plans shall specify the materials, quantities, structures, categories of work and other work to be performed as part of the Project. The Design 7 Development Plans shall also include architectural presentation drawings to assist in presentation to the City for approval and public review. The Architect shall actively solicit oral and written commentary from the City, attend public meetings as required by the City, and consider comments from members of the public and appropriate consultants as the documents are produced and delivered. The Architect shall deliver to the City all documents, drawings, sketches, models and other materials prepared during the Design Development phase in appropriate increments, as the documents are completed, on a daily and weekly basis or as requested by the City. The Architect shall furnish to the Project Manager the Deliverables as specified in Exhibit "B", including all modifications approved by the City, including outline specifications, plans, sections, elevations, or perspective sketches to the City for approval. One (1) set of such drawings will be returned to the Architect with changes and corrections noted by the City. When final corrections are completed, the Architect shall furnish the Project Manager with record sets as described in Exhibit "B." 2. Design Development Phase Estimate. During the Design Development Phase, the Architect shall revise the preliminary estimate of the Project's total construction cost, on a unit cost basis, as may be necessary in light of the Preliminary Plans. 3. Design Development Phase Schedule. The Architect shall complete all obligations set forth in this Section E - Design Development Phase no later than the time frame specified in the Master Schedule, Exhibit "F". F. Construction Document Phase 1. Construction Documents. Once the City has approved the Architect's services performed during the Design Development Phase and has provided the Architect with written notice to proceed, the Architect shall prepare Construction Documents for the Project. The Construction Documents shall consist of working drawings, specifications, details, plans, elevations and schedules fully dimensioned, noted and coordinated, setting forth in detail the work, materials, workmanship, finishes and equipment required for the Project, including but not limited to the architectural, structural, mechanical, electrical, and telecommunication service connected equipment. The Architect shall ensure that the Construction Documents are consistent with the Schematic Design Documents and the Design Development Plans. The Architect shall prepare the Construction Documents in such a manner as to minimize substitution of materials or products and requests for alternatives. The Construction Documents shall be in such form as will enable the City to: (1) Secure any required approvals and permits for the construction of the Project; (2) Obtain by open and competitive bidding a responsible bid that does not exceed the City's proposed budget for the Project; and (3) Permit any qualified, licensed contractor to perform the construction of the Project. The Architect shall also prepare reproducible working drawings and prepare specifications by an acceptable photo reproduction 8 process. The Construction Documents shall also be stored or replicated in a suitable electronic and/or digital format or formats as determined by the City so that the Construction Documents may be easily transmitted, accessed, and duplicated over the internet, through the City's or Project Manager's web sites, or via other accepted electronic means. The Architect shall submit to the City a copy of all calculations, including, but not limited to, drainage, structural, mechanical, electrical, acoustical, and sanitary design calculations, prior to the City's final acceptance of the Final Plans. The Final Plans shall be drawn legibly and be of such quality and workmanship that clear and legible duplicate transparencies or prints, uniform in size, may be obtained. Final specifications shall be typed using paper 8 1/2 x 11 inches in size and shall be reproduced using a clearly legible duplicating process. Before delivery to the City, the Deliverables as required pursuant to Exhibit "B" shall be assembled with heavy stock covers or comparable form, and shall be checked, verified, and approved as complete and accurate by the Architect. When, in the opinion of the Architect, final drawings and specifications are complete, they shall be submitted to the City for its review and approval. The Architect shall make all City, State or other public agency-requested changes, additions, deletions, and corrections in the final working drawings and specifications so long as they are not in conflict with the requirements of public agencies having jurisdiction or previous approval. 2. Color Selection. In submitting the Construction Documents to the City for review and approval, the Architect shall provide selections of colors, textures, finishes, and other matters involving aesthetic decisions. The Architect shall submit these selections to the City sufficiently in advance of any deadline so that the City can make selections without causing delay. 3. Construction Document Phase Estimate. At the conclusion of the Construction Document Phase, the Architect shall revise its estimate of the Project's total construction cost, on a unit cost basis, as may be necessary in light of the Final Plans, 4. Construction Document Phase Schedule. The Architect shall complete all obligations set forth in this Section F - Construction Document Phase no later than the time frame specified in the Master Schedule, Exhibit "F". G. Bidding Phase 1. Bidding Process Services. The Architect shall prepare and submit to the City all documents necessary to obtain bids for the construction project. These documents include, but are not limited to, bid proposals, instructions to bidders, general and supplementary conditions, advertisement for bids, bonds, and bid tabulation forms. These documents shall be in the format utilized by the City for its standard public works 9 projects. Prints shall be of the same size as the tracings from which the prints are made. Upon the City's approval of the bidding documents, the Architect shall assist the City as required in obtaining bids from qualified Contractors. During the period of bidding, the Architect shall be available to interpret the drawings and specifications and to prepare any addenda required before bids are received. After bids are taken, the Architect shall assist in the interpretation of bids received, including the various alternates, if any. The Architect shall aid in investigating and evaluating the responsiveness and responsibility of the bidders. The Architect shall cooperate with and assist the City in preparing bid tabulations and bid analyses as required by the City. When approved and directed by the City, the Architect shall provide working drawings and specifications which include alternate bids as deemed advisable by the Authority to bring the construction of the Project within allowable cost and budget limits. 2. Bidding Phase Schedule. The Architect shall complete all obligations set forth in this Section G - Bidding Phase no later than the time frame specified in the Master Schedule, Exhibit "F". H. Construction Phase/Contract Administration Service 1. Administration of Construction Contracts, The Architect shall cooperate with the City and the Project Manager in the administration of the construction contract and assist the City and the Project Manager in assuring the proper performance of all work by the Contractor and subcontractors under the construction contract and subcontracts. The Architect shall attend all meetings at the site as scheduled by the City or Project Manager and shall be onsite at all times during construction, except when excused by the Project Manager and City, to observe and determine the quality of the Contractor's performance as the work progresses. The Architect shall keep the Project Manager and City advised as to the progress of the Project. The Architect shall promptly review Contractor submittals, respond to requests for information, and, in cooperation with the Project Manager, resolve questions from the Contractor. The Architect's actions shall be taken with such reasonable promptness and in accordance with any time requirements set for in the construction contract so as to cause no delay in the construction of the Project, while allowing sufficient time in the Architect's professional judgment to permit adequate review. The Architect shall provide prompt written notice to the Project Manager and City of any fault or defect in the Project or any material nonconformance with the Project Plans. In observing the work, the Architect shall comply with the highest and best standard of care customarily exercised by architects and engineers in performing services for projects such as that covered by this Agreement. The Architect, with the Project Manager's concurrence, shall reject work which does not conform with the terms and intent of the Final Plans. 2. Schedule Delays, and Progress Reports. The Architect shall cooperate with and assist the Project Manager in ensuring that the Contractor prepares and maintains adequate records of construction progress and time schedules. The Architect 10 shall advise the Project Manager and City of any deviations from time schedules which will prevent completion within the contract period. 3. Tests. The Architect shall specify, review, and interpret all investigation and testing necessary for the completion of the Project and submit its findings and determinations to the Project Manager. The Architect shall ensure that conditions reflected in such testing and investigation do not conflict with contract requirements. The Architect shall promptly inform the Project Manager and City of any deficiencies or problems reflected in such testing and investigation, and make recommendations for correction of those deficiencies and problems. 4. Shop Drawings and _Equipment Lists. The Architect shall review Contractor's submittals, shop drawings, material lists, and equipment lists for compliance with contract documents. The Architect shall reject those which do not comply, or indicate no exception to those which do comply. The Architect shall not make any changes to the approved contract documents at any time without prior written approval from the Project Manager and the City. The Architect shall submit reviewed shop drawings as specified in Exhibit "B" for the City's file and advise the Project Manager in writing of the results of such review. 5. Substitution of Materials and Products. The Architect shall review any proposed substitution of materials or products from that required by the terms of the specifications. The Architect shall recommend to the Project Manager in writing approving or rejecting each substitution. The Architect shall record all such substitutions in the final record drawings described in subsection 14 of this Article. 6. Changes. The Architect shall promptly (1) review any proposed changes that alter the function, quality, appearance, cost, or time of completion of a finished item of work; (2) discuss any such proposed changes with the Project Manager; and (3) recommend to the Project Manager whether any proposed change should be approved. The Architect shall prepare in an expeditious and timely manner all necessary drawings, specifications and other design or engineering documentation and supporting calculations if required by such changes in accordance with any required time-frames set forth in the construction contract. Changes shall not be commenced until the Architect has received a written change order approved by the City and signed by the Contractor. Where construction schedules require that the work be commenced prior to the receipt of a change order, the Architect may direct the commencement of work upon written approval of the Project Manager and the City. 7. Plans and Reports to Governmental Authorities. The Architect shall furnish all prints, specifications, and other necessary papers, and make reports to the Governmental Authorities. 8. Certificates for Pavment. a. The Project Manager will assemble a Project Application for 11 Payment by combining the Contractor's applications with similar applications for progress payments from other Contractors and, after certifying the amounts due on such applications, forward them to the Architect within seven days- b. Within seven days after the Architect's receipt of the Project Application for Payment, the Project Manager and Architect will either issue to the City a Project Certificate for Payment, with a copy to the Contractor, for such amount as the Project Manager and Architect determine is properly due, or notify the Contractor and City in writing of the Project Manager's and Architect's reasons for withholding certification in whole or in part as provided in Subparagraph 8c. Such notification will be forwarded to the Contractor by the Project Manager. c. The Project Manager or Architect may decide not to certify payment and may withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the City, if in the Project Manager's or Architect's opinion the representations to the City required by Subparagraph 8b cannot be made. If the Project Manager or Architect is unable to certify payment in the amount of the Application, the Project Manager or Architect will notify the Contractor and City as provided in Subparagraph 8b. If the Contractor, Project Manager, and Architect cannot agree on a revised amount, the Project Manager and Architect will promptly issue a Certificate for Payment for the amount for which the Project Manager and Architect are able to make such representations to the Authority. The Project Manager or Architect may also decide not to certify payment or, because of subsequently discovered evidence or subsequent observations, may nullify the whole or a part of a Certificate for Payment previously issued, to such extent as may be necessary in the Project Manager's or Architect's opinion to protect the City from loss because of: i. defective Work not remedied; ii. third party claims filed or reasonable evidence indicating probable filing of such claims; iii failure of the Contractor to make payments properly to Subcontractors or for labor, materials or equipment. iv. reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; V. damage to the City or another Contractor; vi. reasonable evidence that the Work will not be completed within the Contract Time, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; or vii. persistent failure to carry out the Work in accordance with the Contract Documents. When the above reasons for withholding certification are removed, certification will be made for amounts previously withheld. 9. Description Drawings and Interpretations. The Architect shall furnish all details or incidental services necessary for the proper execution of the work, to include 12 all large scale or full size supplemental drawings required to describe the work for the Project. The Architect shall complete these details and deliver them to the Project Manager to prevent delay to the Contractor's operations. Tracings of all supplemental drawings shall be furnished to the City and shall bear the approvals required of public agencies having jurisdiction. All documents required pursuant to this Section shall also be submitted to the Project Manager in digital format in the most current version of Auto Cad or similar software program as approved by the Project Manager. If, during the construction, any dispute shall arise regarding the true meaning of the drawings and/or specifications, the Architect shall render a prompt interpretation. 10. Substantial Completion. In cooperation with the Project Manager, the Architect shall make an inspection at such time as the Project Manager shall determine that the Project is substantially completed. On the basis of the inspection, the Architect, in cooperation with the Project Manager, shall prepare and forward to the Contractor and to the City a list of all deficiencies, including a list of those of a minor nature, commonly called a "punch list," and notify the Contractor in a written notice accompanying the list that all of the deficiencies must be corrected prior to acceptance of the Project. 11. Certificate of Completion. In conjunction with the Project Manager and the Contractor, the Architect shall make a final inspection and, when satisfied, inform the City upon completion of the Project that all provisions of the contract drawings and specifications have been complied with and no changes in the work have been made except as authorized in writing by the City and the Project Manager and as approved by the applicable public agencies. During the period of construction, the Architect shall cause its consulting engineers to make or cause to be made all respective tests and inspections necessary to secure the completion of various types of work falling under their respective division of the work, and upon completion of the Project, the Architect shall cause each consulting engineer to issue or cause to be issued a certificate stating that the work falling under his or her administration has been performed in accordance with the drawings and specifications and contract requirements. 12. Completion of Lien Time. At the completion of the lien period, the Architect in conjunction with the Project Manager shall approve the final certificate of payment to the Various Contractors. 13. Guarantees. The Architect shall cooperate with and assist the Project Manager and the Various Contractors in securing in proper form and transmitting to the City the necessary guarantees, instruction books, diagrams, operating manuals, and documents to be furnished by the Various Contractors. 14. Record Drawings. The Architect shall consult with the Project Manager and/or the Various Contractors in the compilation of information necessary for the preparation of the record drawings required by this subsection. 13 a. Not later than the time specified in Exhibit "B" the Architect shall review and forward the final working drawings and specifications, indicating on them all changes made by change orders or otherwise under the construction contract and all information called for on the specifications, and, in conjunction with each Contractor, provide a "record" set of final working drawings which will show, among other things, the location of all concealed pipe, buried conduit runs, and other similar service elements within the Project, if applicable. The Architect shall review and certify that the drawings are a correct representation of the information supplied to it by the City and each Contractor and shall obtain the certificate of the City and the Contractor that the drawings are correct. b. On approval by the City of the completed "record" drawings, the Architect, in conjunction with each Contractor, shall forward to the City the complete set of original drawings corrected to "record" condition or a complete set of reproducible duplicate drawings. The tracing shall be of such quality that clear and legible prints may be made without appreciable and objectionable loss of detail. All documents required pursuant to this Section shall also be submitted to the Project Manager in digital format in the most current version of Auto Cad or similar software program as approved by the Project Manager. C. Prior to the receipt of Architect's final payment, the Architect, in conjunction with each Contractor, shall forward to the City one (1) clear and legible set of reproductions of the computations, the original copy of the specifications, the "record" drawings and the Architect's Certificate of Completion. 15. Inspection Services. The Architect shall cooperate with and assist the Project Manager and any inspector retained by the Project Manager in the performance of any required or desired Inspection services on the Site or related to the Project. I. LEED Certification Phase. 1. LEED Certification. The Architect shall perform all of the services, work, and duties identified in Articles 1, 2, and 3 of AIA Standard Form of Architect Services for LEED Certification (AIA Document B214 — 2004) as provided in Exhibit "D" to this Agreement. No other provision of this AIA Standard Form shall be deemed a part of this Agreement. Article II. THE CITY'S RESPONSIBILITIES A. Provision of Information The City shall, at the Architect's request, provide information regarding the Project's requirements that is readily available to the City, including the overall objectives, schedule requirements, budget information, space requirements, expansion plans, special equipment, systems and site requirements. 14 B. Designated Representative The City shall designate a representative to act on behalf of the City with respect to all matters relating to this Agreement. The City representative shall render decisions in a timely manner relating to the Architect's documents in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services. C. Surveys The City shall disclose to the Architect, at the City's expense, all existing surveys of the Project site that the City may possess depicting boundaries, physical characteristics, easements, rights-of-way, legal limitations, and utility locations. The provision of such documents shall not relieve the Architect of independently reviewing and verifying all physical attributes and characteristics of the Project site and performing such surreys as required pursuant to the provisions of this Agreement or as may be reasonably prudent for the Architect to perform in conjunction with the Architect's obligations under this Agreement- D. Legal Services The City shall furnish such legal services as may be necessary for the Project, except that the City shall not furnish the Architect with legal services in connection with any legal action that may be filed in any court of law or in the event of a dispute between the City or the Project Manager, on the one hand, and the Architect, on the other, or between the Architect and any of its employees, consultants or Contractors. F'. Notice of Completion When the Project is completed to the satisfaction of the Project Manager, the City, and the Architect, and upon recommendation of the Architect, the Project Manager shall recommend to the City that it accept the Project and authorize the Architect to record a Notice of Completion. During the Contractor's guarantee period, the City shall notify Architect in writing of any apparent deficiencies in materials or workmanship. Article 111. COMPENSATION, PROGRESS PAYMENTS AND EXPENSES A. General Payment Provisions 1. Compensation Paid on Percentage of Services Completed. This Agreement provides that the Architect will be paid a total amount for each phase of the services performed and Architect will be paid on a percentage of services work completed basis for each phase. Architect will submit monthly invoices identifying the work completed and an estimate of the amount of services provided as a percentage of the services required pursuant to the applicable phase. Each invoice will be reviewed and approved by the Project Manager and if approved, paid within 60 days of receipt of the invoice. 15 2. Commencement of Services. Architect shall not commence the performance of services under this Agreement or commence services related to any phase until the Project Manager provides the Architect with a Notice to Proceed. B. Compensation for Services 1. Compensation for Needs Assessment and Programming Phase. The total compensation to be paid for the Architect's Services and all related expenses ) for the Needs Assessment and Programming Phase (Section I. C. and Exhibit "B" of this Agreement) is on a Not to Exceed Basis. The City shall pay no more than Forty-Three Thousand, Two Hundred Eighty ($43,280.00) Dollars for such Services and related expenses. The City shall not be liable or responsible for any amounts for the Services and expenses above the amount of Forty-Three Thousand, Two Hundred Eighty ($43,280.00) Dollars . THE MAXIMUM AMOUNT OF THE CITY'S OBLIGATION UNDER THIS SECTION III. A. 1. IS THE AMOUNT SPECIFIED HEREIN. IF THE CITY'S MAXIMUM OBLIGATION IS REACHED BEFORE THE ARCHITECT'S SERVICES UNDER THIS SECTION ARE COMPLETED, ARCHITECT WILL NEVERTHELESS COMPLETE THE SERVICES WITHOUT LIABILITY ON THE CITY'S PART FOR FURTHER PAYMENT BEYOND THE MAXIMUM AMOUNT. 2. Compensation for Schematic Design/Planning Design/Planning Submittal Phase. The total compensation to be paid for the Architect's Services and all related expenses for the Schematic Design/Planning Submittal Phase (Section I. D. and Exhibit "B" of this Agreement) is on a Not to Exceed Basis. The City shall pay no more than One Hundred and Twenty-Nine Thousand, Four Hundred and Thirty-Two Dollars and Fifty Cents ($129,432.50) for such Services and related expenses. The City shall not be liable or responsible for any amounts for the Services and expenses above the amount of One Hundred and Twenty-Nine Thousand, Four Hundred and Thirty-Two Dollars and Fifty Cents ($129,432.50). THE MAXIMUM AMOUNT OF THE CITY'S OBLIGATION UNDER THIS SECTION III. A. 2. IS THE AMOUNT SPECIFIED HEREIN. IF THE CITY'S MAXIMUM OBLIGATION IS REACHED BEFORE THE'ARCHITECT'S SERVICES UNDER THIS SECTION ARE COMPLETED, ARCHITECT WILL NEVERTHELESS COMPLETE THE SERVICES WITHOUT LIABILITY ON THE CITY'S PART FOR FURTHER PAYMENT BEYOND THE MAXIMUM AMOUNT. 3_ Compensation for Design Development Phase. The total compensation to be paid for the Architect's Services and all related expenses for the Design Development Phase (Section I. E. and Exhibit "B" of this Agreement) is on a Not to Exceed Basis. The City shall pay no more than One Hundred and Eighteen Thousand, Two Hundred and Seventy Five Dollars ($118,275.00) for such Services and related expenses. The City shall not be liable or responsible for any amounts for the Services and expenses above the amount of One Hundred and Eighteen Thousand, Two Hundred and Seventy 16 Five Dollars ($118,275.00). THE MAXIMUM AMOUNT OF THE CITY'S OBLIGATION UNDER THIS SECTION III. A. 3. IS THE AMOUNT SPECIFIED HEREIN. IF THE CITY'S MAXIMUM OBLIGATION IS REACHED BEFORE THE ARCHITECT'S SERVICES UNDER THIS SECTION ARE COMPLETED, ARCHITECT WILL NEVERTHELESS COMPLETE THE SERVICES WITHOUT LIABILITY ON THE CITY'S PART FOR FURTHER PAYMENT BEYOND THE MAXIMUM AMOUNT. 4. Compensation for Construction Document Phase. The total compensation to be paid for the Architect's Services and all related expenses for the Construction Document Phase (Section I. F_ and Exhibit "B" of this Agreement) is on a Not to Exceed Basis. The City shall pay no more than Two Hundred and Ninety One Thousand, One Hundred Dollars ($291,100.00) for such Services and related expenses. The City shall not be liable or responsible for any amounts for the Services and expenses above the amount of Two Hundred and Ninety One Thousand, One Hundred Dollars ($291,100.00). THE MAXIMUM AMOUNT OF THE CITY'S OBLIGATION UNDER THIS SECTION 111. A. 4. IS THE AMOUNT SPECIFIED HEREIN. IF THE CITY'S MAXIMUM OBLIGATION IS REACHED BEFORE THE ARCHITECT'S SERVICES UNDER THIS SECTION ARE COMPLETED, ARCHITECT WILL NEVERTHELESS COMPLETE THE SERVICES WITHOUT LIABILITY ON THE CITY'S PART FOR FURTHER PAYMENT BEYOND THE MAXIMUM AMOUNT. 5. Compensation for Bidding Phase. The total compensation to be paid for the Architect's Services and all related expenses for the Bidding Phase (Section I. G. and Exhibit "B" of this Agreement) is on a Not to Exceed Basis. The City shall pay no more than Twelve Thousand, Eighty-Seven Dollars and Fifty Cents ($12,087.50) for such Services and related expenses. The City shall not be liable or responsible for any amounts for the Services and expenses above the amount of Twelve Thousand, Eighty- Seven Dollars and Fifty Cents ($12,087.50). THE MAXIMUM AMOUNT OF THE CITY'S OBLIGATION UNDER THIS SECTION III. A.S. IS THE AMOUNT SPECIFIED HEREIN. IF THE CITY'S MAXIMUM OBLIGATION IS REACHED BEFORE THE ARCHITECT'S SERVICES UNDER THIS SECTION ARE COMPLETED, ARCHITECT WILL NEVERTHELESS COMPLETE THE SERVICES WITHOUT LIABILITY ON THE CITY'S PART FOR FURTHER PAYMENT BEYOND THE MAXIMUM AMOUNT. 6. Compensation for Construction Phase/Contract Administration Phase. The total compensation to be paid for the Architect's Services and all related expenses for the Construction Phase/Contract Administration Phase (Section I. H. and Exhibit "B" of this Agreement) is on a Not to Exceed Basis. The City shall pay no more than One Hundred and Forty Five Thousand, Nine Hundred and Seventy Five Dollars ($145,975.00) for such Services and related expenses. The City shall not be liable or 17 responsible for any amounts for the Services and expenses above the amount of One Hundred and Forty Five Thousand, Nine Hundred and Seventy Five Dollars ($145,975.00). THE MAXIMUM AMOUNT OF THE CITY'S OBLIGATION UNDER THIS SECTION III. A.S. IS THE AMOUNT SPECIFIED HEREIN. IF THE CITY'S MAXIMUM OBLIGATION IS REACHED BEFORE THE ARCHITECT'S SERVICES UNDER THIS SECTION ARE COMPLETED, ARCHITECT WILL NEVERTHELESS COMPLETE THE SERVICES WITHOUT LIABILITY ON THE CITY'S PART FOR FURTHER PAYMENT BEYOND THE MAXIMUM AMOUNT. 7. Compensation for LEED Certification Phase. The total compensation to be paid for the Architect's Services and all related expenses for the LEED Certification Phase (Section I. I. and Exhibits "B" and "D" of this Agreement) is on a Not to Exceed Basis. The City shall pay no more than Ninety One Thousand, Seven Hundred and Fifty Dollars ($91,750.00) for such Services and related expenses. The City shall not be liable or responsible for any amounts for the Services and expenses above the amount of Ninety One Thousand, Seven Hundred and Fifty Dollars ($91,750.00). THE MAXIMUM AMOUNT OF THE CITY'S OBLIGATION UNDER THIS SECTION III. A.S. IS THE AMOUNT SPECIFIED HEREIN. IF THE CITY'S MAXIMUM OBLIGATION IS REACHED BEFORE THE ARCHITECT'S SERVICES UNDER THIS SECTION ARE COMPLETED, ARCHITECT WILL NEVERTHELESS COMPLETE THE SERVICES WITHOUT LIABILITY ON THE CITY'S PART FOR FURTHER PAYMENT BEYOND THE MAXIMUM AMOUNT. 8. Reimbursement Costs. The City shall not reimburse the Architect for any expenses except as expressly provided in this Agreement. Reimbursable costs will be paid by the City so long as the specific item, vendor, and cost has been submitted and approved by the Project Manager. The total compensation to be paid the Architect for Reimbursable expenses during the entire project, Section III.A.1 through A.7, is on a Not to Exceed Basis. The City shall pay no more that Thirty Six Thousand, Seven Hundred Fifty Dollars ($36,750) for such Reimbursable expenses. These Reimbursable expenses may be billed throughout the entire project as they occur. The City shall not be liable or responsible for amounts for these Reimbursable expenses above the amount of Thirty Seven Thousand, Seven Hundred Fifty Dollars ($36,750) THE MAXIMUM AMOUNT OF THE CITY'S OBLIGATION UNDER THIS SECTION III.A.8 IS THE AMOUNT SPECIFIED HEREIN. IF THE CITY'S MAXIMUM OBLIGATION IS REACHED BEFORE THE ARCHITECT'S SERVICES UNDER THIS SECTION ARE COMPLETED, ARCHITECT WILL NEVERTHELESS COMPLETE THE SERVICES WITHOUT LIABILITY ON THE CITY'S PART FOR FURTHER PAYMENT BEYOND THE MAXIMUM AMOUNT. 18 C. Payments Withheld Notwithstanding any other provision of this Agreement, the City shall not be obligated to make any payment to the Architect if one or more of the following conditions exist: (a) the Architect is in default of any of its obligations under this Agreement and fails to cure such default prior to the date on which payment is due; (b) payment is attributable to services which have not been performed in accordance with the terms of this Agreement; or (c) the Architect has failed to make payments promptly to consultants or other third parties in connection with the services for which the Authority has made payment to the Architect. Article IV. TERMINATION AND SUSPENSION OF THE AGREEMENT A. The City's Right to Terminate the Agreement 1. Termination Without Cause, The City, in its sole and absolute discretion, may terminate this Agreement without cause by giving the Architect written notice thereof. 2. Termination Based on Abandonment of the Project. The City may terminate this Agreement in whole or in part if the City, in its sole and absolute discretion, determines to abandon the Project in whole or in part for any reason whatsoever. 3. Termination for Cause. The City, in its sole and absolute discretion, may terminate this Agreement for cause in the event that (1) the Architect falls to properly perform its services under this Agreement; (2) the Architect fails to perform its services according to the schedule set forth in this Agreement; (3) the Architect fails to perform its services according to the terms and conditions of this Agreement; (4) the Architect fails to provide prompt, efficient and thorough service to the City; or (5) the City determines that it is not satisfied with its working relationship with the Architect. If the City waives any breach of this Agreement, such waiver shall not be deemed a waiver of any other preceding or succeeding breach of the same or any other provision of this Agreement. 4. Written Notice of Termination. If the City determines to terminate this Agreement for any reason, the City shall provide written notice of termination to the Architect. The termination shall be effective upon the Architect's receipt of the written notice_ B, The City's Right to Suspend the Agreement The City, in its sole and absolute discretion, may suspend the Architect's services under this Agreement in whole or in part at any time and for any reason. If the City determines to suspend the Architect's services, it shall provide written notice of the 19 suspension to the Architect. The suspension shall be effective upon the Architect's receipt of the written notice. C. The Architect's Compensation in the Event of Termination or Suspension 1. Termination Without Cause, Abandonment or Suspension. If the City terminates the Agreement without cause, for abandonment or suspends the Agreement, the City shall pay to the Architect, within thirty (30) days of the effective date of the termination or suspension, a sum of money sufficient to increase the total amount paid to the Architect on the Basic Fee to an amount which bears the same ratio to the total Basic Fee as the amount of services satisfactorily completed by the Architect prior to termination or suspension bears to the entire services that Architect is required to perform for the Project under this Agreement. For example, if the City terminates or suspends this Agreement after the Architect has satisfactorily completed fifty percent (50%) of its services under this Agreement, the City shall pay the Architect a sum of money sufficient to increase the total amount paid to the Architect on the Basic Fee to fifty percent (50%) of the Architect's total basic fee. In the event that the City resumes the design or construction process under the Agreement after a period of suspension, the Architect shall not be entitled to any additional compensation based on any additional expense involved in resuming the project after a period of suspension. 2. Termination for Cause. If the City terminates the Agreement for cause, the Architect shall be liable for all costs associated with said termination, including but not limited to, the increased costs occasioned by the re-procurement of services by the City to complete the Architect's scope of work. The City reserves its right to withhold said costs from any monies due and owing to Architect- D. Delivery of Documents in the Event of Termination or Suspension Upon receiving written notice of termination or suspension, the Architect shall promptly deliver to the City all documents in the Architect's possession, custody or control that were prepared under this Agreement, including but not limited to all preliminary studies, sketches, working drawings, specifications, cost estimates and computations. Article V. INSURANCE AND INDEMNITY A. Insurance 1. Comprehensive General Liability and Automobile Liability Insurance. Architect shall maintain, at its sole cost and expense, an insurance policy providing comprehensive general liability coverage covering the Architect as named insured with a limit of not less than Two Million ($2,000,000.00) Dollars and automobile liability insurance covering the Architect as named insured with a limit of not less than One Million ($1,000,000.00) Dollars. The comprehensive general liability policy and the automobile liability insurance shall be endorsed to (1) name the City as additional 20 named insured, and (2) insure the obligation of the Architect to indemnify and hold harmless the City and its officers, agents, employees, and consultants as set forth in Section V.B. below. 2. Professional Liability Insurance. Architect shall maintain in full force and effect throughout the term of this Agreement, professional negligence errors and omissions insurance coverage in an amount not less than Two Million Dollars ($2,000,000.60) covering the Project only. The professional liability policy shall be endorsed to insure the obligation of the Architect to indemnify and hold harmless the City and the Project Manager and their respective officers and employees as set forth in Section V.C. below. If the policy of insurance is written on a "claims made" basis, said 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 after the date of the completion of the Services. In the event of termination of said policy during this period, Architect shall obtain continuing insurance coverage for the prior acts or omissions of Architect during the course of performing services under the terms of this Agreement. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage, or to obtain separate extended "tail" coverage with the present or new carrier. In the event the present policy of insurance is written on an "occurrence" basis, said 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 said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of Architect during the course of performing services under the terms of this Agreement. 3. Worker's Compensation. Architect shall maintain, at its sole cost and expense, an insurance policy providing protecting the Architect from claims under Worker's Compensation Acts. 4. Insurance of Architects' Consultants. Architect shall ensure that all sub- consultants hired by Architect to perform services in connection with this Agreement shall maintain, at their sole cost and expense, insurance policies providing professional liability coverage of all claims in a minimum aggregate amount of Two Million ($2,000,000.00) Dollars. 5. Valuable Document Insurance. Architect shall carry adequate insurance on all drawings and specifications as may be required to protect the City in the amount of its full equity in those drawings and specifications. 6. Insurance Certificates. Architect shall promptly furnish certificates and endorsements to the City showing the insurance coverage required by this Section V.A. 7. Insurance Standards. All insurance required in this Section A of Article V 21 of the Agreement shall provide that coverage thereunder may not be reduced or canceled unless thirty (30) days unrestricted prior written notice thereof is furnished to the City. All insurance shall be primary and not contributory with regard to other available insurance to the City. All insurance shall be written by companies with a BEST Guide rating of A VII or better. Certificates of insurance (or copies of policies, if required by the City) shall be furnished to the City in a form approved by the City, and such policies shall include the City and its officers, employees, and agents, and the Project Manager and its officers and employees as additional insured's and contain a waiver of subrogation. The additional insured requirement applies to all coverages except Workers' Compensation and Professional Liability. The waiver of subrogation applies to all coverages. All required evidence of insurance shall be filed with the City prior to commencement of the Architect's services. B. Indemnification 1. General Requirement. Architect shall defend (if required by the City and with counsel selected by the City), indemnify, and hold harmless the City and its officers, elected officials, employees, and agents, including the City's Project Manager and its officers and employees, from and against any and all claims, demands, suits, judgments, losses, or expenses of any nature whatsoever (including attorneys' fees) arising directly or indirectly from or out of the Architect's negligence, recklessness, or willful misconduct. 2. Indemnification Remains in Effect. The defense, indemnification, and hold harmless obligations under this Agreement shall remain in effect notwithstanding shall not be limited by any insurance requirement or by the failure by Architect or any third party to purchase and maintain required insurance coverages. The defense, indemnification, and hold harmless obligations under this agreement shall extend to claims occurring after the Agreement has terminated as well as while the Agreement is in force. Article VI. CONFLICTS OF INTEREST AND DISCRIMINATION A. General Requirement Architect covenants that Architect, its officers, principles, and employees presently have no interest and during the term of this Agreement will not acquire any interest, direct or indirect, which might conflict in any manner or degree with the performance of the Architect's Services under this agreement- B. Specific Requirement Neither Architect nor any firm of which any officer, director, supervisory employee, or principal stockholder of Architect is an officer, director, supervisory employee, or principal stockholder or owner, or of which Architect is a principal stockholder or owner shall, during the term of this Agreement and until final payment for 22 the services provided for herein is made by City, make or cause to be made, without the prior written approval of City, any bid for any work in any capacity on the Project except as Architect pursuant to this Agreement. For purposes of this provision, the term `principal stockholder orowner"shall mean any stockholder holding one percent (1%) or more of the capital stock of such corporation in his or her or its own name or that is held directly or indirectly for his or her or its accountant or a one percent (1%) or more ownership of or interest in any firm either in his or her or its own name or directly or indirectly for his or her or its accountant. Architect shall promptly disclose to the City the name and relationship of each bidder, proposer, contractor, or any other person performing work on the Project who works with the Architect on any other job or project. Architect shall provide such other information regarding any such relationship as the City may require. C. Discrimination During the performances of this Agreement, Architect shall not unlawfully discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, physical handicap, medical condition, marital status, age, or sex. Architect shall ensure that the evaluation and treatment of its employees and applicants for employment are free of such discrimination. D. Non-Liability of Authority Officers and Employees No officer or employee of the City, including members of the City Council, shall be personally liable to the Architect, 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 Architect or its successor, or for any breach of any obligation of the terms of this Agreement. Article VII. ENFORCEMENT OF AGREEMENT A, California Law This Agreement shall be construed and interpreted both as to validity and to performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Architect covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. B. Disputes 1. Notice. 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 under this Agreement so long as the injuring party cures any default within (30) days after service of notice; provided that the City may take immediate action under Section 3 of Article 4 23 of this Agreement. Compliance with this section shall be a condition precedent 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. 2. Resolution of Disputes. The Architect and the City, and such additional persons as the Parties believe may be helpful in the resolution of any dispute, shall meet and confer in an effort to resolve each dispute in an amicable manner before prior to the initiation of any legal proceeding to enforce any of the terms of this Agreement. C. Waiver No delay or omission in the exercise of any right or remedy of a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. No consent, approval, or acceptance of City or the City's Project Manager shall be deemed to waive or render unnecessary City's consent, approval, or acceptance of any subsequent act of the Architect. Any waiver by either party of any default must be in writing and shall not be a waiver or any other default concerning the same or any other provision of this Agreement. D. 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. E. Legal Action In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment or any other remedy consistent with the purposes of this Agreement. Article Vill. MISCELLANEOUS PROVISIONS A. Time of the Essence The Parties agree that time is of the essence of this Agreement with respect to the deadlines set forth in Article I. The Architect must adhere to all deadlines set forth in this Agreement and otherwise established by the City in writing under this Agreement unless such deadlines are extended in writing by the City. 24 B. Ownership of Documents All rights worldwide with respect to any and all intellectual property or other property of any nature produced, created, or suggested by the Architect during the term of this Agreement or resulting from the Architect's services shall be deemed a work made for hire and shall be the sole and exclusive property of the City. Without limiting the generality of the foregoing, title to all drawings, plans, ideas, concepts, specifications, models, or other tangible work product produced by the Architect pursuant to this Agreement shall become the property of the City when produced_ The City shall own the worldwide right, title and interest in such work product. Architect shall deliver all such original work product to the City upon the completion or sooner termination of the Architect services under this Agreement but may retain copies thereof for its permanent records so long as the same are not used without the City's prior express written consent. C. Independent Contractor Status In performing its services under this Agreement, the Architect shall act as an independent Contractor and not as an officer or employee of the City. Architect will be solely responsible for the control and direct performance of the details of the services performed by the Architect, its employees and consultants. D. Accounting Records The Architect shall keep accounting records of the time spent by the Architect's personnel and consultants. These accounting records shall be kept on a generally recognized accounting basis and shall be made available to the City on request, on reasonable notice and at mutually convenient times. Such records shall be kept for at least five (5) years from and after the completion of services under this Agreement, except in the event of litigation or settlement of claims arising from the performance of this Agreement or Project, in which case the Architect agrees to maintain the same until the City, or any of its duly authorized representatives, have disposed of al such litigation, appeals, claims or exceptions related thereto- E. Statutes of Limitation Causes of action between the Parties to this Agreement relating to acts or failures to act shall be deemed to have accrued, and the applicable statutes of limitations shall commence to run, not earlier than the date that the injured party discovers such acts or failures to act. F. Consequential Damages In the event that the City pursues any legal cause of action against the Architect based on the Architect's default in contractual obligations, acts, failures to act, or 25 negligence, the City shall be entitled to all actual and consequential damages associated with any claim, including losses for delay. This provision shall not serve to limit any rights or remedies that the City has at law or equity. G. Reproduction of Documents The Architect shall provide, at no expense to the City, all required copies of Deliverables as specified in Attachment "B" to be submitted to the City and Governmental Authorities for the review and approval. The Architect shall cooperate with and assist the Project Manager in providing copies of construction documents necessary for bidding and construction purposes- H. Entire Agreement This Agreement constitutes the entire understanding of the Parties with respect to its subject matter. All prior and contemporaneous conversations, negotiations, possible or alleged agreements, covenants, releases, representations and warranties in respect of the subject matter of this Agreement are integrated herein and superseded by this Agreement. I. Agreement Negotiated The text of this Agreement is the product of negotiation among the Parties, each of whom had the opportunity to have it reviewed by counsel of their choice, and is not to be construed as having been prepared by one party or the other- J. Successors and Assigns 1. General Obligation. The City and Architect respectively bind themselves, their partners, successors, assigns and legal representatives to the other party hereto and to the partners, successors, assigns and legal representatives of such other party in respect to the covenants, agreements and obligations contained in this Agreement. Architect shall not assign the Agreement without written consent of the City. If Architect attempts to make such an assignment without such consent, Architect shall nevertheless remain legally responsible for all obligations under the Agreement. 2. Assignment. Architect assigns to the City all of its rights under all agreements, contracts, subcontracts, and other commitments entered into by Architect for performance of the Work; provided, however, that such assignment is contingent upon City's acceptance except as provided in the following paragraph. 3. Assumption of Rights. In the event this Agreement is terminated by the Architect or City, the City shall have the right, but not the responsibility, to assume at its sole discretion the rights and responsibilities of the Architect under all or some of the Architect's agreements, contracts, subcontracts, or other commitments (contracts). All such contracts entered into by the Architect shall reserve to the City its rights under 26 subparagraphs 1 and 2. Architect, upon request from the City, shall promptly execute and deliver to the City written assignments of such contracts which the City so chooses to take by assignment. K. Notices Any notice, demand, request, consent, approval, acceptance, or communication either party desires or is required to give the other party or any other person shall be in writing and either served personally or sent by pre-paid, first class mail to the address set forth below. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated forty-eight (48) hours from the time of mailing if mailed as provided in this Section. To the City: David H. Ready, City Manger P.O. Box 2743 Palm Springs, California 92263 To the Architect: George Miers George Miers & Associates 1150 Morag Way, Suite 150 Moraga, California 94556 Notwithstanding the foregoing, any notice sent to the last designated address of the party to whom a notice may be or is required to be delivered hereunder shall not be deemed ineffective if actual delivery cannot be made due to a change of address of the party to whom the notice is directed or the failure or refusal of such party to accept delivery of the notice- L. Execution of the Agreement The Parties covenant and agree that they will execute such other and further instruments and documents as are or may become necessary or convenient to effectuate and carry out this Agreement. This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original. M. Audit and Inspection of Records The Architect shall provide the City, or other agents of the City, such access to Architect's accounting books, records, payroll documents and facilities of the Architect which are directly pertinent to this Agreement for the purposes of examining, auditing and inspecting all accounting books, records, work data, documents and activities related hereto. The City's right to audit books and records directly related to this Agreement shall also extend to all first-tier subcontractors ad the Architect shall ensure that this language is inserted in all subcontracts with first-tier subcontractors. The Architect shall permit any of the foregoing parties to reproduce documents by any 27 means whatsoever or to copy excerpts and transcriptions as reasonably necessary. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. "ARCHITECT" a California c lion," DATED: Z Ni BY: �i�r'�G ``— I Its: � ` , r��.• "CITY" City of PalrrySpringsj, a municipal corporation an chart9 ci DATED: l7,o BY: City Manager APPROVED BY CITY CO'JidIC'IL ATTEST: A By: _ ATED: o� 1��2bo8 ty Clerk APPROVED AS TO FORM: BY: � DATED: oG• 4(�. �pgj City P torney 28 CACIFORMA ILILL-FiNRPOSE k0KNO1R9I.EDGI&EN•I• rr.�rr-crrcrcrr+^^rrrzryr=rzr rrr�r•-r-t•=r�-c�ayrcr ter . Fnrkr�,sr.,tr-,�rz�rzkztz-.�:occ"...�x:�r•„�.,tr� State of California County of Contra Costa On JUN 0 2 2008 before me, Javier Galdon, a Notary Public dale Here Inner]Name antl TI{IO of[he Onicer personally appeared &01& < W f ✓o Cj Nemels)W Signnr(,) 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/she/they executed the same In his/her/their authorized capacity(tes), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the Instrument. JAVIER AI.DCN I certify under PENALTY OF PERJURY under the laws G coMM. #1 AI.D 7 of the State of California that the foregoing paragraph is NOTARYPUa')C•CAtIPORNIA true and correct. CONTRA COSTA COUNTY n ,r COMM-EXPIRES MAY 13.2010 " WITNESS my hand and official seal. Place Notary S01 Ahovo Signature 1 Norary� OP' 10 ► - Though the information below Is not required by law,it may eve v le f eneons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: - Capacity(ies) Claimed by Signer(s) Signers Name: Signer's Name: ❑ Individual ❑ Individual J Corporate Officer—T1tle(s) ❑Corporate Officer—Trile(s): C Partner—❑ Limited ❑ General _ _ 0 Partner-••�❑ Limited ❑ General _ q Attorney In Fact ❑Attorney in Fact ❑ Trustee Top of thumb here ❑Trustee Top of thumb here J Guardian or Conservator n Guardian or Conservator ❑ Other- ❑Other: Signer Is Representing: Signer Is Representing: ®2aW Npuonal NOWry As:.ocx�torr•93;A Oa Solo Ave PO eox 2402•CneLwpph CA 31313.24P2,vmw NahonelNo4ryag IIom MSBo] Reettln CDllToll-Free taW-6]G.ggg7 0E(Di CGE nv 1E RS & ASSt1OAIhS 1i�,hii .,n rc• ,nr� I•I,innu; June3,2008 Craig Gladders Procurement & Contracting Manager City of Palm Springs 3200 E. Taquitz Canyon Way Palm Springs, CA 92262 RE: Officers of Corporation Dear Mr. Gladders, This letter is to notify you that 1 am the only officer in the George Miers & Associates Architects & Planners Corporation. Sincerely,-. r G/ orgef iers 1 i a 3 , I N N STREET RIW ANIMAL SHELTER SITE FRQI'h SCE 4.09 AC. 0 0.22 AC. 1 78, 791 SF - 9,303 SF >1 ` ] HAZUAT FACUTY 85 AC o - — 37.457 SF Ij 3h'-0' Randy PumyfLandscape 0oWrage,Csla. iR-330 FipYrrcay 1f7 Sole R,Rancho hCra�e,Ca T6�.8T4.2dB2 a.11e-0275 o-rrK ••ssn rew iusn EXHIBIT "B" SCOPE OF SERVICES Architect shall provide a full range of professional architectural services in connection with the City's new Animal Shelter Facility. The new facility shall be developed on property owned by the City, site yet to be determined. The Architect's services shall include the following: I. NEEDS ASSESSMENT/PROGRAMMING PHASE Task 1 Kick-Off Meeting and Questionnaires —This important first step will help define the parameters of the project and the preferred "project approach". City to provide data including the number of animals to be held, tabulated separately for dogs, cats, and other animals, as well as staff by department and position. Determining the animals held capacity will be critical (see Task 0). City is to provide as much site data as is available, as well as demographic/population projections of the service area. Architect will provide City with questionnaires for of the key users to fill out prior to the first user meetings. While the key program information will be developed from the meetings, we find that the questionnaires force all parties to think about the issues prior to the meetings which results in a more efficient and comprehensive working sessions. Task 2 Existing Facility Review — Architect will take a comprehensive tour and evaluation of the existing facility with Shelter staff. The purpose of this review is to better understand current procedures and desires, which procedures will remain, and which should change. Task 3 Development of Animal Held Calculations — Based upon Animal Control's intake statistics over at least the past 5 years, Architect will develop holding projections for dogs, cats, "exotics", small animals and, if applicable, any farm animals. In developing these figures Architect will take into account the area's population projections to the year 2028, trends within similar California jurisdictions and other factors which could affect holding capacity such as the use of Foster programs and their cooperative adoption programs with local Humane Societies and other rescue groups. In developing these projections Architect will prepare two different sets of calculations. The first will be the capacity needed to meet the State's Hayden requirements (SB 1785). While this varies depending on a number of factors, generally it will be 5 days (4 days plus the day of impoundment.) Once this capacity is calculated Architect will then develop an "extended adoption" holding figure. While there is no legislative mandate for this, as a matter of good professional practice, almost all California jurisdictions keep "adoptable" animals for at least an additional 5 to 10 days. Working with Animal Control staff, Architect will Animal Shelter Architect Agreement—05.22,2008 30 look at several extended adoption scenarios, including no-kill and examine their program implications and eventual cost impact. Task 4 Development of a Space Program — Architect will conduct a series of meetings with the staff to discuss current and proposed programs and procedures to determine overall space requirements for the facility including animal habitat areas, staff work areas, and facility support areas. This part of the study will also include adjacency and flow diagrams. The result will be a room by room space program, itemizing size and equipment requirements. Task 5 Program and Budget Reconciliation —Architect will conduct a meeting with City to discuss early findings of Needs Assessment Phase in an effort to reconcile costs and budgets; this may include looking for ways to reduce the overall square footage of the proposed facility. Task 6 Develop Preliminary "Concept" Site/Floor Plan — Based upon the approved space program, Architect will develop an "idealized" plan for the facility which tests the program. This plan will be drawn to scale and is, in essence, a preliminary floor plan. The Plan is a more accurate form of adjacency diagram which enables the user to better react to the program components and proposed adjacencies. Upon completion of the "idealized plan" Architect will then develop alternative layouts for the designated site. Architect will also generate alternative exterior approaches at this time. Architect will reviewed-the plan-with the Planning, Building, and Fire Departments for code compliance. Task 7 Develop a Formal Project Budget — Architect will develop a formal budget for the project. This will include Building and Site Construction - costs, kennel and cage costs, FF&E, contingencies and soft costs. The soft cost will be developed in conjunction with the client. Task 8 Prepare a Needs AssessmentlProgram Report —The Architect will prepare a final report- The report will include the end product of Tasks 1 through 7 above. Architect shall provide ten (10) bound original reports, one (1) un-bound copy and two (2) electronic copies in "word" CD format. Any report concerning overall staffing of the facility will be bound separately and two copies shall be provided the City. In addition Architect shall provide four (4) copies of the "plan" 30" X 40" one colored and mounted on foam core board and three folded copies (not Colored). Task 9 Preliminary Boundary Map and Topographic Survey. The Architect shall prepare a preliminary Boundary Map and utilize it to prepare Boundary Survey as well as an Aerial Topographic Survey. Architect shall provide five (5) copies of the Preliminary Boundary Map and three (3) copies and one electronic copy of the Survey. Animal Shelter Architect Agreement—05.22.2008 31 II. SCHEMATIC DESIGN/PLANNING SUBMITTAL PHASE Task 10 Develop a Schematic Design —Upon City approval of the program from above and the preliminary concept plan Architect will develop a full schematic design package including floor plans, elevations, roof plan building systems included energy efficient design components and a site plan which is suitable for Planning Department submittal. Task 11 Preliminary Landscape/Civil Design — Architect shall develop preliminary landscape and civil designs for the project. These will be developed also in a manner suitable for Planning submittal. Attention will be given to outdoor exercise facilities, get-acquainted areas, and other exterior special use areas. In addition, Architect will explore the use of drought tolerant plants and, if available, the use of "grey water" for landscape and, possibly, indoor animal habitat cleaning uses. Task 12 Preliminary Engineering Studies — Structural, Mechanical, Plumbing, Electrical and Acoustical studies will be developed by Architect for the selected design along with Outline Specifications for each discipline. This work will be preliminary in nature but adequate to develop the schematic plan in a responsible manner. Task 13 Develop Green Building Strategy — Architect shall facilitate a meeting with the entire design & client project team to develop a Green Building Strategy for the project. Task 14 Architectural Outline Specifications — Architect shall develop outline specifications for the project. These will describe all building systems and major finishes by room. Task 16 Schematic Cost Estimate -- A detailed cost estimate will be prepared based upon quantity takeoffs generated from the above studies by the project estimating sub-consultant. Sub-consultant will break out separately building, site costs and cage/kennel costs and equipment. Task 16 Planning Department Submittal — Upon acceptance of the Schematic design by the City design committee, the Architect shall submit the project to the Planning Department for Planning Commission approvals. This will include all meetings, presentations, and submittals required. Task 17 Project Coordination and Meetings as needed to develop consensus on the above design including formal presentation to the City —The Architect shall be responsible to attend all project coordination meetings, including formal presentations to develop consensus on a design for the Animal Shelter Architect Agreement—05,22.2008 32 project. Task 18 Assist City and Animal Friends Groups with Fund Raising. See Section D.S. of agreement. Architect shall assist the City with fundraising. Such tasks will include 1) identifying sources of grants, and assistance with filling out applications, 2) attendance at fund raisers to present the building design and 3) attendance at meetings with individual donors (up to 3 meetings) to present the project. 4) Provide a rendered elevation and floor plan of the facility for use in presentations and for reprinting in a fund raising brochure. Task 19 Provide Deliverables. In addition to any deliverables otherwise identified in this Phase of the Services, Architect shall provide the following: 1) Schematic Design Drawings as follows: (Five (5) Copies of each) Plot Plan, Floor Plan, and Elevations. 2) Rendered copy of the exterior elevations. 3) Drawings and Color Materials board as required to meet the City Large Project Architectural Approval Application requirements plus a completed application form. 4) Five (5) bound copies and one (1) unbound copy of the Schematic Design Cost estimate. 5) Green Report: Provide five (5) bound copies and one (1) unbound copy of a narrative report that outlines the type of "green/sustainable" measures that will be considered in the upcoming phases of design. 6) Upon Planning Commission approval of the Architecture any revisions that have occurred in the approval process shall be incorporated into a new rendered exterior elevation which shall be mounted on foam board. Electronic copies, along with a full release for the city to utilize, of exterior elevations, renderings and plot and floor plans for fund raising efforts. DESIGN DEVELOPMENT THROUGH CONSTRUCTION SERVICES Following the City of Palm Springs' acceptance of the Schematic Design and Cost Estimate described above in Tasks 1 through 15, and upon the City's approval, Architect will then proceed into the Design Development Phase. III DESIGN DEVELOPMENT PHASE Task 20 Review schematic design phase drawing comments Task 21 Building and Site Improvements — Animal Shelter Architect Agreement—05.22.2008 33 1) Prepare design development phase civil drawings including erosion plan, storm water pollution prevention plan and drainage shed map and calculations. 2) Prepare design development phase architectural, structural, mechanical, plumbing, electrical (including data, fire alarm if required, etc.) and landscape drawings. Coordinate with City for interiors for colors, finishes and FFE requirements. 3) Coordinate civil and structural design with City's Geotechnical consultant. 4) Perform Quality Control Review of Design Development Phase drawings and specifications. 5) Update Green Building Strategy This will include 1 meeting with the entire design & client project team. Task 22 Prepare design development phase outline specifications. Task 23 Cost estimating sub-consultant shall prepare design development phase estimate of probable construction cost. Task 24 Meetings. User meetings —as required. Task 25 Deliverables (all deliverables shall be provided in hairdcopy format as well as electronic format on CD). 1) Three (3) of the Design Development set of drawings and specifications 2) Five (5) bound copies and one (1) unbound copy of the Design Development Cost Estimate. 3) Special Inspection Requirements Report -- Two (2) copies of a report from the Structural Engineer on the types of special inspection that will be required during actual construction. 4) Green Report: Five (5) bound copies and one (1) unbound copy of a report on the "green/sustainable" measures that are being incorporated into the design. 5) Minutes of meetings prepared in electronic format and distributed by email to meeting participants within 5 days of meeting date. Animal Shelter Architect Agreement—05,22.2008 34 IV CONSTRUCTION DOCUMENTS PHASE Task 26 Review design development phase drawing comments. Task 27 Building and Site Improvements — 1) Prepare construction documents (drawings and specifications): • Civil • Architectural • Structural • Mechanical • Plumbing (Fire Sprinklers to be Design/Build) • Electrical (including power, data, fire alarm, etc_) • Landscape • Technical Specifications Divisions 2 through 16 as applicable. • Coordinate modular furniture requirements (purchased by City). • Coordinate interiors for colors, materials and FFE. • Coordinate Chemical Cleaning System and Kennel/Cage Systems, 2) Prepare structural calculations and California Title 24 Energy Conservation Forms. 3) Prepare construction documents phase estimate of probable construction cost. 4) Coordinate final construction documents with City Geotechnical consultants. 5) Perform Quality Control Review of Design Development Phase drawings and specifications. 6) Commence Commissioning process - See Green Building Consultant proposal. Task 28 Review 95% complete construction documents with City. Task 29 Submit 100% complete construction documents, structural calculations and Energy Forms to City to initiate building permit review process. Task 30 Revise construction documents as appropriate in response to City Building Department, Planning Department, Fire Department and Public Works Department review comments. Submit revised construction documents to City. Animal Shelter Architect Agreement—05.22 2008 35 Task 31 Participate in presentation of project to City Council if required. Task 32 Meetings 1) User meetings —as required. 2) Attend 1 Public Hearing as noted under 'T' above. Task 33 Deliverables (all deliverables shall be provided in hardcopy format as well as electronic format as required in the Agreement). 1) Seven (7) copies of the final plans and specification and five (5) copies of structural, electrical and Title 24 calculations for Plan Check Submittal 2) Following plan check provide all necessary re-submittal documentation with an extra copy to the Project Manager. 3) Upon receipt of Plan Check Approval Five (5) sets of plans and four (4) bound copies and one (1) unbound copy of the bid documents and specifications. Also provide electronic copies of all bid documents and plans to the City's selected reproduction company. 4) During the CD Phase of work the Design Professional shall submit color and material samples for the Cities approval at least 30 days prior to completion of CD's. 5) Five (5) bound copies and one (1) unbound copy of the Construction Documents Phase Cost Estimates at 40% completion and 90% completion. 6) Green Report: Five (5) bound copies and one (1) unbound copy of a report that outlines all of the "green/sustainable" measures that were incorporated into the design of the project. 7) Minutes of meetings prepared in electronic format and distributed by email to meeting participants within 5 days of the meeting- V. BIDDING PHASE Tasks 34 Respond to Bidders' questions. Task 35 Attend one pre-bid meeting. Task 36 Prepare addendum in city format, drawings and question answers (if necessary). Task 37 Review bids with City. Animal Shelter Architect Agreement—05.222008 36 Task 38 Meetings 1) Pre bid and Client/User meetings as required VI CONSTRUCTION PHASE/CONTRACT ADMINISTRATION SERVICES Task 39 General Administration 1) The Architect's responsibility to provide the Contract Administration Services under this Agreement commences with the award of the initial Contract for Construction and terminates at the issuance to the Owner of the final Certificate for Payment. However, the Architect shall be entitles to Additional Services in accordance with this Agreement when Contract Administration Services extend 60 days after the date of Substantial Completion of all phases of the work. 2) The Architect shall be a representative of and shall advise and consult with the Owner during the provision of the Contract Administration Services. The Architect shall have the authority to act on behalf of the City only to the extent provided it this Agreement unless otherwise modified by written amendment. 3) Duties, responsibilities and limitations of authority of the Architect under this Agreement shall not be restricted, modified or extended without written agreement of the City and Architect. 4) The Architect shall review properly prepared, timely requests by the Contractor for additional information about the Contract Documents. A properly prepared request for additional information about the Contract Documents shall be in a form prepared or approved by the Architect and shall include a detailed written statement that indicates the specific Drawings and Specifications in need of clarification and the nature of the clarification requested. 5) If deemed appropriate by the Architect, the Architect shall on the City's behalf prepare, reproduce and distribute supplemental Drawings and Specifications in response to request for information by the Contractor. Task 40 Evaluation of The Work 1) The Architect, as a representative of the City, shall visit the site at intervals appropriate to the stage the Contractor's operations (1) to become generally familiar with and to keep the City informed about progress and quality of the portion of the Work completed, (2) to endeavor to guard the City against defects and deficiencies in the Work, and (3) to determine in general if the Work is being performed in a manner indicating that the Work, when fully completed, will be in accordance with the Contract Documents, However, the Architect shall not be required to make exhaustive or continuous on-site Animal Shelter Architect Agreement—05.222008 37 inspections to check the quality and quantity of the Work. The Architect shall neither have control over or charge of, nor be responsible for, the construction means, methods, techniques, sequences or procedures, of for safety precautions and programs in connection with the Work, since these are solely the Contactor's rights and responsibilities under the Contract Documents. 2) The Architect shall report to the City known deviations from the Contract Documents and from the most recent construction schedule submitted by the Contractor. However, the Architect shall not be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the contract Documents. The Architect shall be responsible for the Architect's negligent acts or omissions, but shall not have control over or charge of and shall not be responsible for acts or omissions of the Contractor, Subcontractors, or their agents or employees, or of any other persons or entities performing portions if the Work. 3) The Architect shall at all times have access to the Work wherever it is in preparation or progress. 4) Except as otherwise provided in this Agreement or when direct communications have been specifically authorized, the City shall endeavor to communicate with the Contractor through the Architect about matters arising out of or relating to the Contract Documents. Communications by and with the Architect's consultants shall be through the Architect S) The Architect shall recommend to the City the rejection of Work that does not conform to the Contract Documents_ Whenever the Architect considers it necessary or advisable, the Architect will have authority to require inspection of testing of the Work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other persons or entities performing portions of the Work. 6) The City acknowledges that the Architect in not the "construction manager" or "supervisor" of the Work, nor is the Architect a "clerk of the works." If the City desires such services, they must be obtained from the Contractor or others. In the event the City utilizes more than one contractor, the Architect advises the City of the need to designate a party to coordinate the several contractors. The Architect will accept such responsibility only through a separate written agreement between the City and the Architect. However, the City is advised that unless a qualified party is retained to serve as a coordinator of multiple contractors, delay to Project completion and claims for Animal shelter Architect Agreement—05.22.2008 38 increased costs by contractors and additional architectural services are likely. TASK 41 Submittals 1) The Architect shall review and approve or take other appropriate action upon the Contractor's submittals such as Shop Drawings, Product Data and Samples which are required to be submitted by the Contract Documents, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Architect's action shall be taken with such reasonable promptness as to cause no delay in the Work.or in the activities of the City, Contractor, or separate contractors, while allowing sufficient time in the Architect's professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy or completeness of other details such as dimensions and quantities, or for substantiating instructions for installation or performance of equipment or systems, all of which remain the responsibility of the Contractor as required by the Contract Documents_ The Architect's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of any construction means, methods, techniques, sequences or procedures. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. 2) The Architect shall maintain a record of submittals and copies of submittals supplied by the Contractor in accordance with the requirements of the Contract Documents. 3) If professional design services or certifications by a design professional related to systems, materials or equipment are specifically required of the Contractor by the Contract Documents, the Architect shall specify appropriate performance and design criteria that such services must satisfy. Shop Drawings and other submittals related to the Work designed or certified by the design professional retained by the contractor shall bear such professionals' written approval when submitted to the Architect. The Architect shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications or approvals performed by such design professionals. TASK 42 Changes in The Work 1) The Architect shall prepare Change Orders and Construction Change Directives for the City's approval and execution in accordance with the Contract Documents. The Architect may authorize through the Owner's Representative minor changes in the Work not involving an adjustment in Contract Sum or an extension of the Contract Time Animal Shelter Architect Agreement—05.22,2006 39 which are consistent with the intent of the Contract Documents. If necessary, the Architect shall prepare, reproduce and distribute Drawings and Specifications to describe Work to be added, deleted or modified. 2) The Architect shall review properly prepared, timely requests by the City or Contractor for changes in the Work, including adjustments to the Contract Sum or Contract Time. A properly prepared request for a change in the Work shall be accompanied by sufficient supporting data and information to permit the Architect to make a reasonable determination without extensive investigation or preparation of additional drawings or specifications. If the Architect determines that the requested changes in the Work are not materially different from the requirements of the Contract Documents, the Architect may issue an order for a minor change in the Work or recommend to the City that the requested change be denied. 3) If the Architect determines that implementation of the requested changes would result in a material change to the Contract that may cause and adjustment in the Contract Time of Contract Sum, the Architect shall make a recommendation to the City, who may authorize further investigation of such change. Upon such authorization, based upon information furnished by the contractor , if any, the Architect shall estimate the additional cost and time that might result from such change, including any additional costs attributed to a Change in Services of the Architect. With the City's approval, the Architect shall incorporate those estimates into a Change Order or other appropriate documentation for the Owner's execution or negotiation with the Contractor. 4) The Architect shall maintain records relative to changes in the Work. TASK 43 Project Completion 1) The Architect shall conduct inspections to determine the date or dates of Substantial Completion and the date of final completion, shall receive from the Contractor and forward to the City, for the City's review and records, written warranties and related documents required by the Contract Documents and assembled by the Contractor, and shall issue a final Certificate for Payment based upon a final inspection indicating the Work Complies with the requirements of the Contract Documents. 2) The Architect's inspection shall be conducted with the Owner's Representative to check conformance of the Work with the requirements of the Contract Documents and to verify the accuracy and completeness of the list submitted by the Contractor of Work to be completed or corrected. 3) When the Work is found to be substantially complete, the Architect shall inform the City about the balance of the Contract Sum remaining Animal Shelter Architect Agreement—05.222008 40 to be paid the Contractor, including any amounts needed to pay for final completion or correction of work. 4) The Architect may receive from the Contractor such shall be promptly forwarded to the Owner's Representative: (1) consent of surety or sureties, if any, to reduction in or partial release of retainage or the making of final payment and (2) affidavits, receipts, releases and waivers of liens or bonds indemnifying the City against liens. Task 44 Construction Phase Deliverables 1) Submittal Review: ten (10) days to complete review. 2) RFI's five (5) days to complete review. 3) Shop Drawings ten (10)days to complete review. 4) Provide all necessary sketches and plan revisions as necessary to meet the needs of the project in its timely completion. 5) Provide Job Visit reports within seven (7) calendar days following the visit to include copies of electronic progress photos. TASK 45 Schedule of Additional Services (Note: Architect shall immediately notify City or Owner's Representative prior to undertaking an of the following items to seek authorization.) 1) Design and Contract Administration Services beyond the following limits shall be provided by the Architect as an Additional Service: • Up to two (2) reviews of each Shop Drawing, Product item, sample and similar submittal of the Contractor. • Up to two (2) inspections for any portion of the work to determine whether such portion of the Work is substantially complete in accordance with the requirements of the Contract Documents. • Up to two (2) inspections for any portion of the Work to determine final completion. • Review of Contractor's submittal out of sequence from the submittal schedule agreed to by the Architect. • Responses to the Contractor's requests for information where such information is available to the Contractor from a careful study and comparison of the Contract Documents, field conditions, other City provided information, Contractor prepared coordination drawings, or prior Project correspondence or documentation. • Change Orders and construction Change Directives requiring extensive evaluation of proposals, including the preparation revision of extensive drawings. Animal Shelter Architect Agreement—05.22,2008 41 • Providing consultation concerning replacement of Work resulting from fire or other cause during construction. • Evaluation of substitutions proposed by the City's consultants or contractors after approval of design development documents and making subsequent revisions to drawings and specifications resulting therefrom. • Preparation of design and documentation for alternate bid or proposal requests proposed by the City. • Contract Administration Services provided more than 60 days after the date of Substantial Completion of all phases of the Work if requested by the City. Animal Shelter Architect Agreement—05.222008 42 EXHIBIT "C" Not Used Animal Shelter Architect Agreement—05.22,2008 43 EXHIBIT "D" TEED DOCUMENTATION T Document B214"' -- 2007 ; a=Sfandard Form of Architect's Services: Certification c" ,Tor,-lie following PROJECT: ame and location oruaddress) ADDITIONS AND DELETIONS: `'•" '''r<`n; The author of this document has F: cf"' 'is halm SpringsMAnimal'S1ielter added information needed for its �i ?SLR Comer q Vplla atil"' (IJesquite completion-The author may also Ti sCity of Pa71,ta:SIp`Yingssi;-,� have revised the text of the Original AIA standard form-An Additions and �,:•;'?-.ar t THE OY�!NERty"' Deletions Report that notes added `s Nameiaid';ildrs ;.' ' .+ s �"' information as well as revisions to -:'%. '}�w�;m>3! �ti'�^�,' S,t.n:: -'-= ;r=�•`'r,,ar :;g�.�y'�.7,� the standard form text is available ,y'i ;rY;: I `:Ci 1f!pitlttiS tin 's'` l ty D p, '.5from the author and should be f„=32 ,E:',Taquiti'Ciiityot3,. a' ?i reviewed.A vertical line in the left m of this document indicates r'P Wit, Bgsa 92262°;L margin where the author has added necessary information and where '"+=" ':a�+(HEi•ARCFIJTECT, :•M dlsd-•r; the author has added to or deleted fNami� t°� from the original AIA text. ' arid"a dxessj' , ;:,i' . . �'r�'" r' ' �.: , •4;,;;,:i;,,�.c' This document has important legal .:•' ' .1P.t,,� org�;.�Iiets- w�;; "'s":`. consequences.Consultation With an S, g s2vJiers&A 4bciates.., µ attorney is encouraged with respect 1097GIiraga'YraY tk15f1 to its completion or modification. ` 1VTpktga ,C i 94556, „•l.C4t , ; 1' - This document provides the Architect's scope of services only -.;',. -,.H.'.,.F.'�•-" *i,,``- and must be used with an owner- . 10 AHE•AdREEMENii architect agreement-It may be used •n,?;-.:r' "xLhiS' tand �`t�rFq I:Aichitec@s, ,s.-.O,:,,,r aS tiy4.' ,St rAces is part of or modifies the accompanying With G002'-2007,Amendment to y p:n r ,iWn alrchitecs Agreement(li60itiufier,the Agreement)dated the First da Y of tune in the Professional Services Agreement,to create a modification (Jn:wor'dY 1a- lealeA ' m6iah and ear. yagreement. _ .,Y. year.) to an owner-architect ;; ;'•e ,TABGE'OF�ARTICLES c*c1,`. -"INITfALWkWATIb�! LE_ED'CERTIFICATION'SERVICES ,V "... .. `c;Yc - ADDITIONAL' RVICES `4, OW,JEB{S"RESPONSIBILITIES 5 COMPENSATION w'• y5"ri <SPDCIALTERMS AND CONDITIONS dRTICLE-7''INITIAL INFORMATION hrtccfs;perfonttance of the services set forth in this document is based upon the following idictmation.Material changes to this information may entitle the Architect to Additional Services. Architect will be retaining KEMA,a LEER Specialist,under the Architect's contract to perform the work described herein. InIL AIA Document B214w-.2007•Copyright 02004 and 2007 by The American Institute of Architects. All rights reserved. WARNING:This AIA°Document Is protected by U.S.Copyright law and International Treaties.Unauthorized reproduction or distribution of this AIA°Document,or any portion of it, .1 may result in severe civil and criminal penaftie:,and will be prosecuted to tho maximum extent possible ender the law, This document was produced ( by AIA software at 11.34:33 on 09107/2000 under Order No.1000351 B25 1 which expires on 4/MO09,and is not for resale. user Notes: (612923994) (List below information, including conditions or assumptions,that will affect the Architect's performance.) '—AR'TICFE1 LEED CERTIFICATION SERVICES ". §2,1„The Architect shall consult with the Owner,research applicable criteria,attend Project meetings,communicate •,;,.fit,';.withi-members of the Project team,and issue progress reports.The Architect shall coordinate the services provided thi Architect and the Architect's consultants with those services provided by the Owner and the Owner's .,consultants. ;y,.§2 2 The Architect stial1,W)bmit U.S-Green Building Council's(USGBC's)Leadership in Energy and rw(, r ;;.;uVironmehtsl:Uesigit,(LEED)certification documentation to the Owner at intervals appropriate to the LEED 1''i= certification' 0cess fafpuaposes of evaluation and approval by the Owner.The Architect shall be entitled to rely on yapproval$,Yeciv'ed Itd*the Owner to complete the LEED Certification Services. _:§1;3PR'EUESIGN;INO1;fCSHOj? The Atc!hife�h she itondlict,ikmdesign workshop with the Owner,the Owner's consultants,and the Architect's "i... ckthe consulta nts at}�l i .jarftcipants will review the LEED Green Building Rating System.The participants will also `�; iti f5;i "•,exalwrie.gich�`L,E,F.D greili'�uti)izing the appropriate Green Building Rating System Project Checklist as a template s bli'slt n" giCan building goals,identify potential LEED points,examine strategies for implementation,assess dl lie pactton,thd O;ivtieti'';s ergjAm and budget,and determine the LEED points to be targeted. Al N f„ :AtEE -CERTIF„ICATION'PI f� I ^,z,» „; F§2^41 The;4[c1i5i; 5r shall'preure a LEED Certification Plan based on the LEED points targeted.The LEED 'L`Q,'X Jfi&ti0kF ah'wilkdd§Sfibe the LEED certification process and may contain a description of the green building 71. goals estaulisliLd;,t FETS!pLls.targeted,implementation strategics selected,list of participants and their roles and 'a,;;lesponsi �lipes,'idesctiphon o,'low the plan is to be implemented,certification schedule,specific details about ,des,g'n ieyiews 71isf of systeins.and components to be certified,and certification documenta4on required. A:1 S;itijcct;fo; e�4od 3.1,the Architect shall revise the LEED Certification Plan as the design and construction t 9 liePFoJ�t-P �E6s. s,to reflect my changes approved by the Owner,as a Change in Services. " r' 2,5,1:TI eAre feet shall or� ' hi,. garlizc ands manage the LEED design documentation and certiftca4on process. ? r §Z5s2 The:A700wa shall'-review the LEED certification process and regularly report progress to the Owner. b'•' Z.5,3,The rchitect shall providedhq-services of LEED accredited professionals necessary for certification of the - § Atghitegts1i�11 C' ster the Project With the USGBC.Registration fees charged by the USGBC shall be a reimbursable,expense. 2:151 Suti ect'tb Section 1-1 ttte Architect shall prepare submittals for Credit Rulings from the USGBC for r`7s1•(, =.,`:ilUnterpretallon,''of cr,,edit,language,principles,or implementation strategies.Credit Ruling fees charged by the USGBC -_ - - �+`sHdl be aireitntat isatile'expense. §2.5.6 Subject to Section 3.1,the Architect shall prepare and submit a LEED Certification Application for the ,<-Project'toahe USGBC,including required calculations and documentation for each LEED credit claimed,in 1'.ti \;• uec Yidati;Fe ivirl{[he LEED Certification Plan. §2id'.Z.Si%)Cct,tbiSec1ion 3.1,the Architect shall prepare responses and submit additional documentation required by e'olt�titehts,or,questions received from the USGBC after review of the original submission for certification. §16 LEED CERTIFICATION SPECIFICATIONS The Architect shall provide speciflcadons that incorporate LEED requirements for inclusion in the Contract Documents-The Contract Documents shall deflne the Contractor's responsibilities and documentation requirements Init. ALA Document n214" —2007_Copyright©2004 and 2007 by The American Iru^Orutc of Architects- All rights reserved. WARNING;This AIA"Document is protected by US.Copyright taw and International Treaties.Unauthorized reproduction or distribution at this AIA!Document,or any pornan n1 ii, 2may result In severe Civil end criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced f by ALA softwaro at 11:3433 on 05/07/2008 under Order No.1000351825_I which expires on 4912009,and 4 not for resale. user Notes: (61 a023594) related to Lr D certification,including Construction Waste Management,Construction Indoor Air Quality,and .� _. obtain ng materials credits. :§2.71-EED CERTIFICATION SERVICES DURING BIDDING s§. itt;Tlu;Architect shall conduct a pre-bid meeting to review the differences between current standard construction „practices and LEED principles,procedures,and requirements. The Architect shall prepare responses to questions from prospective bidders and provide clarifications and ,interpretations of the Bidding Documents related to LEER certification in the form of addenda. y,; .sir' w §r2-.�.3 The Aaclaitect s1ie11)cvnsider requests for substitutions,if permitted by the Bidding Documents,and shall pn;par,a ddiii&idcrhify Q approved substitutions related to LEER certification. Th6J.A.Ychitect`sliAlassist the Owner in bid validation or proposal evaluation and determination of the • s"iiccessfl hitl ai prtipas`ai,if`uny,related to LEED certification_ �'i�. ��^i�:' 4=Lv/Gil '''�sIn�' �:!�-,:•a, q 11LEMU,,CERTIFICIITIQNSMVICES DURING CONTRACT ADMINISTRATION . ;, 'e§2;6;1,�herArclnec�;'Sha11`r ev w properly prepared,timely requests by the Contractor for additional information Z.i pabout t ie CorYt'tuct•;• cutneiits related to LEED certification.A properly prepared request for additional information about tla6: onnck D&5fii tints shall be in a form prepared or approved by the Architect and shall include a detailed Jioates';the specific Drawings or Specifications in need of clarification and the nature of the §2;8.2 If deemed"appropru te,hy the Architect,the Architect shall,on the Owner's behalf,prepare,reproduce and distriliufe sir 'erne ta7 blawm s Specifications and information in response q y k? �ti r ' g P ponse to requests for information b the Contisc6rrelate0o_tI.ktn certification. 2:8'3wS ibject[liYS ,init i�JiAfie Architect,as a representative of the Owner,shall visit the site at intervals apptoprat Tb the:iage;oP.th Contractor's operations,or as otherwise agreed by the Owner and the Architect in Sectioti-3,;14„adec(r�'egenerally familiar with and to keep the Owner informed about the progress of the portions .of=the}York related,to<LEED`certification.However,the Architect shall not be required to make exhaustive or ` " r,,. .,. :jcgntirifiM on"4ite ri's''0"cUoris to c eck,the quality or quantity of the Work.The Architect shall not have control ;. over chargc.p ',gc.,W1�esponsiblc f{3iy {ii;construction marts,methods,techniques,sequences or procedures,or for s. ';'Sofa"„; ftautions and•programs,l�zo iiecfion with the Work,since these are solely the Contractor's rights and respd 8J16 1fi69,uDdkthe ContraCi.Documents. Ardtutect shall of allri%5ii}5 have access to the Work wherever it is in preparation or progress. 6 9615,gp t&Section 3asthe^*chitect shall review and approve or take other appropriate action upon the '�1Y.CdLtractor's submittal's such as Strop Drawings,Product Data and Samples,but only for the limited purpose of G e king for,GonfO;mancewith requirements for I EED certification.The Architect's action shall betaken with such reasonable prpmptness-Ako,Cause no delay in the Work or in the activities of the Owner,Owner's consultants or Contractor,while alltiwing sufficient time in the Architect's professional judgment to permit adequate review. _r,7cvibw of,sucksuktnittals-is not for the purpose of determining the accuracy and completeness of other information %.such as dinie."n'siohs-,,quantities,and installation or performance of equipment or systems,which are the Contractor's . a:,'responsib"iliiy T%e:!t1 llitect's review shall not constitute approval of safety precautions or,unless otherwise a, sptl'cifically stuKed liy the Architect of any construction means,methods,techniques,sequences or procedures.The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. T§2,8,6;,The tl�cii tect shall review properly prepared,timely requests by the Owner,Owners consultants or «;Cgtitac.lor;for-e114tnges in the Work related to LEED certification.A properly prepared request for a change in the ,`_„_, , t k'sli'all tis[acGompanicd by sufficient supporting data and lnfonnation to permit the Architect to make a [�! ogatil8,det$[minaflon without extensive investigation or prepazation of additional drawings or specifications.If the Architect determines that requested changes in the Work are not materially different from the requirements for I EED certification,the Architect shall recommend an order for a m nor change in the Work be issued or recommend to the Owner that the requested change be denied- ALA AIA Document 0214--2007.copyright©2004 and 2007 by The American Institute of ArohltecL^. All rights reserved_ WARNING:This A10 Document is protected by US,copyright Law and Intcmational Treaties-Unauthorized reproduction or distribution of this A10 Document,or any portion of it, may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under Iho law. This document was produced 3 f by ALA software at 11:34:33 on 0 5/0 714 0 0 under Order No.1000851828 1 which expires on 4/wnug,and is not for resale. User Notes: (612923894) §2.5.7 If the Architect determines that implementation of the requested changes would result in a material change to the W,certification,the Architect shall notify the Owner,who may authorize further investigation of such a`:;. '�L pchallge^.^Upon such authorization,and based upon information furnished by the Contractor,if any,the Architect shall a=c:•;=�:.::'.-:= -h make.a,i'ecommendation to the Owner regarding the implementation of the requested changes. , §19,F)NAL LEED CERTIFICATION REPORT e;. `,`;'t,Th'' hitect shall prepare a Final LEED Certification Report documenting the LEED rating the Project achieved, :+4nclui3ing the LEER Certification Plan,LEED Certification Documentation submitted,LEED Certification Reviews :;�%e eived from the USQB'C,together with the specific LEED points that the Project is recognized as having received, all clarifications or intelpretations of credits,and any re-certification requirements. ""'`' 'ARTICLE 3,.AUb(TIONAG'S'ERVICES 3 •�JYJR,, h:�'� �J 1 The Architect shall provide LEED Certification Services exceedingthe limits set forth below as Additional •, ;r,,. 2�T'Servicns,_iWIiCiLi[hetikufsbelow are reached,the Architect shall notify the Owner: tCvisions to the LEED Certification Plan—As required. '.�k,: `,''_ .�;r;• ,,r, ? .r'E• ; );;[netings during development of the design and Contract Documents(2 each phase for tlig:LLbontiiltant) :. •. � .� &gat:,,.<� . r.�r,: ;reviews of each Shop Drawing,Product Data item,sample and similar submittal of the ,{ CorllY'aCtpT:';:,y.�,; p:,,w •:,;.y`%t ���a�'�;,,'y'=`..i4;'.�. ( NA sits,to the site by the LEED Consultant over the duration of the Project during —as required i ;csonst�uetiblti—wiIII be performed as required under Conmhissioning Contract directly with owner. )'su'kmlfals to the USGBC µ• _" r,671..Jtbsg6nses to the USGBC's comments and questions—as required Arclnfeet shall provide the following Additional Services,notify the Owner with Lrps.6nab(erprdlraptness aizi explain the facts and circumstances giving rise to the need.If the Owner subsequently ,:mdete'rmtne .thatys9Lorpai(s,of-those services are not required,The Owner shall give prompt written notice to the 3,rTAccJuieGi;'_atidrt e Owa�r S�taTl Dave no further obligation to compensate the Architect for those services: y u l Rpriew oaContractor's submittal out of sequence from the submittal schedule agreed to by the ^:2 Rf;sporisesAo,the Contractor's requests for information where such information is available to the ' 'C.g'__;lct6�*om a cayeful study and comparison of the Contract Documents,field conditions,other ..O�yN t,'p d�ided Wfbrmation,Contractor coordination drawings,or prior Project •.co�fespbndence:�ir�?�tidfentation; Ct11ii' e Qxders alidConstmcdon Change Directives requiring evaluation of proposals,including the xiipara[iorvorrrevision of Instruments of Service; ^Y16virling consu�rafion.concerning replacement of Work resulting fiom fire or other cause Bluing %`rA,�/,i' L, 'k. •r".�i.:�'��'. COnSttnCtlQn��. y5 Laluavonf:un;yeX%nsiWc number of claims submitted by the Owner's consultants,the Contractor or others i�h connection with the Work; „rEvalu3 tbn.of kin .'substitutions proposed by the Owner's consultants or contractors and mag so 'geititegit..'vidtons to Instruments of Service resulting therefrom;or .7 Prep araton O'design and documentation for alternate bid or proposal requests proposed by the a 6 Owner. ��'• �' ARTICLEti:,:.dR7NEl�'S;F�ESppN5131LITIES §'4)1 The Owfi4,fltQ,Tt)mish a program setting forth the Owner's objectives,schedule,constraints and criteria, including system requirements and relationships,special equipment and site requirements. �+�-�',�-<=-;•:,`^. :;§4j2(�li�'OVVYfe'K'Shall provide to the Architect data necessary for the LEED Certification Services which may • r'�i anclnde„tlesigq_dtxwings,consmlction documenu,record drawings,shop drawings and other submittals,operation 1•',�t�t 11y;-,,,y �'!j:•�;and!m5tit�a��ri�etmanuals,master plans,operation costs,operaton budgets,pertinem records relatve to historical '>4 liulldtng�d'asa�;liUi`]ding equipment and famishing and repair records. §4.3 The Owner shall provide access to the property,buildings,and personnel necessary for the Architect to provide the LEED Certification Services.The personnel shall conduct tours and walk-throughs and explain the facility's original,current and anticipated future use. IDIL ALA Document B2147111-2007.Copyright 02004 and 2007 by The American Institute of Architects. AIL rights reserved, WARNING:This AIA°Document is protected by D.S.Copyright Law and International Treaties.Unauthorized reproduction or tliatribution at this AIA°Document,or any portion of it, 4 may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produeatl ) by AIA software al 11:34:33 on 05/07/2008 under Order No.1000351825 1 which expires on 419/20o9,and is not for resale. User Notes: (812923894) §4,4 The Owner shall fumish the services of design consultants,testing agencies,and contractors necessary to allow Jhe:-A>jChitect to provide the TEED Certification Services. =- ARTICLE"5 COMPENSATION §,5AFor the Architect's LEER Certification Services described under Article 2,the Owner shall compensate the l rchitect as follows: f,nyetir amount of,or basis for,compensation.) ks,ilescribed4nOvmeirlfthitectAgreement For A Itional s ... ervices that rosy arise during the course of the Project including those under Sections 3.1 and . 3.2;''the Owner'shall co, . r " )ensate the Architect as follows: amaiin?o?;dS;b"dSis•for.compensation) l.'Saiste aytO vpex/At I-' ' Agreement :.` `ji : •_ §='5.3:.(9jv&fisxtioriior;Ahi Ational Services of the Architect's consultants when not included in Section 5,2,shall be �;^tlre'.'yrio'yr>Y'iuVriltir(I ta'tlre>;94chitect ILIA ( ),or as otherwise stated below:Owner/Architect Agreement to rC er_ir:a' _�- •j,-,i=`"'tic ,11t%M J'.H j6" ,C�fYr`""`i^ r`C?,F'e�'• c�j��y y...h r">=1 �ARTICL"E 6;, SPtCfAL T�RMS XND CONDITIONS z'Specia)'[errps�aad cDdgifi6Q',, at modify this Standard Form of Architect's Services:TEED Certification,if any,are -ti'ilS follows tF -' »'�•. ,,r;. ,J i. :n, i'.?jh�?•' yr Init. AIA Document 13214ra-2007.Copyright®2004 and 2007 by The American Institute of Archltocts. All rights reserved. WARNING:This A10 Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this Ale Document,or any portion of It, 5 may result In severe civil and criminal penalties,and will be pro5ecutsd to the maximum extent possible under the law. This document was produced J by AIA software at 1124:33 on 05/07/2008 under Order Ne.1000351825_1 which expires on 4/912009,and is not for resale. USor Notes: (612923894) EXHIBIT "E" Architect Officers, Employees, Consultants Architect Associated Architect George Miers &Associates Cioffi Architect George Miers, Principal James CiofF, Principal 1150 Moraga Way#150 Andrew Laule, Job Captain Moraga, CA 94556 2121 E. Tahquiz Canyon Way#3 925-631-6900 Palm Springs, CA 92262 760-325-1557 Landscape Architect Electrical Engineer Randy Purnel Landscape Architects Kruse &Associates Randy Purnel Keith Kruse 70-390 Hwy 111, Suite "A" 12245 World Trade Dr., Ste. E Rancho Mirage, CA 92270 San Diego, CA 92128 760-324-2682 858-676-9776 Civil Engineer Structural Engineer MDS Consulting Simpson Gumpertz & Heger Chris Bergh, Vice President John Sumnicht, Principal 78900 Avenue 47 Ste. #208 1055 West 71h Street, Suite#2500 La Quinta, CA 92253 Los Angeles, CA 90017 760-771-4013 213-271-2000 Mechanical & plumbing Engineers Acoustical Engineers Merrick&Associates Wilson, Ihrig &Associates Dave Merrick Pablo Daroux 9606 Tierra Grande Street, Ste. #206 5776 Broadway San Diego, CA 92126 Oakland, CA 94618 858-549-9980 510-658-6719 Cost Estimator LEED Consultants DWJ Construction KEMA Services Inc. David Johnston Andrea Traber, Director 1445 N. Sunrise Way#203 Erik Dyrr, Commissioning Authority Palm Springs, CA 92252 492 Ninth Street, Suite 220 Oakland, CA 94607 510-891-0446 Charles Angyal, Director 3603 B 5th Avenue San Diego, CA 92103 619-688-1210 Animal Shelter Architect Agreement—05,22.2008 EXHIBIT "F" MASTER SCHEDULE The Palm Springs Animal Shelter project is divided into six (6) phases; 1) Programming, 2) Schematic Design, 3) Design Development, 4) Construction Documents, and 5) Contract Administration. Under the provisions of this agreement each Phase of the work shall stand alone; that is, at each phase there will be a Notice to Proceed issued and the project will not proceed beyond that Phase until all approvals are received and the Notice to Proceed on the next Phase is provided in writing. Each Phase of the work shall have calendar days allocated for the Architect to perform the work, as follows: Calendar Days Phase To Complete Work 1) Programming Phase 120 2) Schematic Design Phase 90 3) Design Development Phase 75 4) Construction Documents Phase 120 5) Bidding Phase 45 6) Contract Administration Phase 420 Note: LEED activities will occur throughout the entire project and various required deliverables for the LEED effort will be due at the end of the Phase that the specific deliverable is indicated to occur. The Boundary and Aerial Topographic Survey work will occur during the Programming Phase. Animal Shelter Architect Agreement—05.22.2008 PA4M 9 1 Cq�I�CPN\P' CITY OF PALM SPRINGS, CALIFORNIA REQUEST FOR STATEMENTS OF QUALIFICATIONS (SOQ) # 06-08 FOR ARCHITECTURAL DESIGN TEAM SERVICES FOR NEW ANIMAL SHELTER NOVEMBER 2007 City of Palm Springs Procurement and Contracting Division 3200 East Tahquitx Canyon Way P.O. Box 2743 Palm Springs, CA 92263-2743 (760) 323-8237 SOO 06-08 Anlmal Shelter Architectural Design Services I CITY OF PALM SPRINGS STATEMENTS OF QUALIFICATIONS (SOQ) #06-08 For ARCHITECTURAL. DESIGN TEAM SERVICES FOR NEW ANIMAL SHELTER Statements of Qualifications (SOQ 06-08), for providing Architectural Design Team services for a new Animal Shelter for the City of Palm Springs, CA will be received at the Office of Procurement & Contracting, 3200 East Tahquitz Canyon Way, Palm Springs, California, until 2:00 P.M. LOCAL TIME, THURSDAY, JANUARY 3, 2008. It is the responsibility of the Proposer to see that any proposal sent through the mail shall have sufficient time to be received by this specified date and time. The receiving time in the Procurement Office will be the governing time for acceptability of Proposals. Telegraphic, telephonic, faxed or emailed proposals will not be accepted. Late proposals will be returned unopened. 1. PURPOSE: The City of Palm Springs is soliciting statements of qualifications from design teams to provide Architectural, Landscape Architecture, Civil Engineering and Independent Cost Estimating services required to design and develop construction documents for the new Animal Shelter, 2. BACKGROUND: The City of Palm Springs currently is operating a very old and dilapidated animal shelter in the industrial area south of the airport. The City has recently completed the sale of Bonds and some of the proceeds have been dedicated to the development of a new Animal Shelter. There is a very active Friends of the Animal Shelter organization that has worked for several years to see this new facility developed. The new shelter is envisioned to be approximately 22,000 sq ft and will be developed as an energy-efficient facility. It is the intention of the City to hire a team that is led by an Architectural firm that has demonstrated experience in the design of modern animal shelter facilities. Furthermore, the City seeks a multi-disciplined team that includes landscape design expertise, civil engineering expertise and can provide for third party cost estimating though-out the design process. Local experience and expertise on the design team is encouraged. 3. SCOPE OF WORK: The successful design team will be asked to develop a design and working drawings/bid documents for construction of a new animal shelter. The team will be expected to be multi-disciplined in that the facility as well as the necessary on and off-site improvements will be designed by the team, the landscaping will be designed by the team and the team will be expected to provide independent cost estimating at Conceptual Design/Design Development/Construction Documents phases. The successful design team will be expected to work with local interest groups to ensure that the design is representative of the needs of the community. The team will be expected to make presentations to the various interest groups, the Architectural Advisory committee, the Planning Commission and the City Council as required. Fundraising by the Friends of the Animal Shelter will occur as the design moves forward and the design team will be expected to produce sufficient renderings of the new facility to assist in the fund raising efforts. 4. SELECTION PROCESS: The City of Palm Springs is utilizing a Qualifications Based Selection process to select a firm to provide the services covered by this solicitation. A firm may be selected from the qualification statements, or if deemed necessary, a limited number of companies may be invited to make a formal presentation. If undertaken, the format and date of the presentation will be established at the time of short listing. Participation in any presentations is at the sole expense of the proposer. Soo 06.08 Animal Shelter Architectural Design Services 2 5. PROPOSAL EVALUATION CRITERIA: This solicitation has been developed in the request for "Statement of Qualifications" format. Accordingly, Teams should take note that the City will consider multiple factors in selecting a successful Team. Price is NOT sought nor will price be accepted or evaluated as part of the ranking criteria. The highest ranked Team will be asked to submit a cost proposal at a later date which the City may use as a basis for negotiating a contract with the Team. Should successful negotiations not occur with the highest ranked team, the City may, at its sole discretion, choose to move to enter negotiations with the next highest ranked team. A Qualifications Evaluation Committee, using the following general evaluation criteria, will evaluate all responsive submittals. Teams are requested to submit their qualifications submittals so that they correspond to and are identified with the following specific evaluation criteria: A. Team Qualifications, Qualifications of Personnel Assigned to the Project and Experience with Projects of Similar Size and Scope B. Proposed Design Process C_ Local Expertise Demonstrated on the Team D. References 6. PROPOSAL CONTENTS: Teams are requested to format their submittals so that responses correspond directly to, and are identified with, the specific evaluation criteria stated in Section 5 above. SPECIAL NOTE: The submittals must be in an 8 '/2 X 11 format, may be no more than a total of thirty (30) sheets of paper, shall be three hole punched and bound only by a single binder clip. Submittals not meeting the above criteria may be found to be non-responsive. At a minimum, Teams must provide the information identified below. All such information shall be presented in a form that directly corresponds to the numbering scheme identified below. SECTON A: TEAM QUALIFICATIONS, QUALIFICATIONS OF PERSONNEL ASSIGNED TO THE PROJECT AND EXPERIENCE WITH PROJECTS OF SIMILAR SIZE AND SCOPE. AA State your firm's complete name, type of firm (individual, partnership, corporation or other), telephone number, FAX number, contact person and E-mail address. If a corporation, indicate the state the corporation was organized under. A.2. State the name and title of the firm's principal officer with the authority to bind your company in a contractual agreement. A.3 Describe your firm's background and qualifications in the type of design effort that this project will require, A.4 List the name of the key staff members that will be assigned to this project. A.5 Indicate the name of sub-consultant firms that will be utilized to make up your team. Describe each sub-consultant's background and specific expertise that they bring to this project. A.6 List recent projects that your firm has completed that are of similar size and scope. Soo gs-oa Animal Shelter Architectural Design services 3 SECTION B: PROPOSED DESIGN PROCESS B.1 Describe in detail the steps that your Team would follow in assisting the City and its local interest groups in designing a new animal shelter to meet the needs of the City. B2 Assuming that as the successful team you are given a contract for the design work, please provide a typical schedule that you would follow from schematic design through completion of bid documents. B.3 Describe the type of presentation materials/processes/systems that your firm/team would typically utilize to help non-designers understand the design they are getting for the process. SECTION C: LOCAL EXPERTISE DEMONSTRATED ON THE TEAM CA List ail team members with local expertise. Clearly define their role in the overall design process. SECTION D: REFERENCES D.1 Describe a minimum of three (3) successful projects you have completed of similar size, scope and complexity as this project. Provide contact information, including a current phone number, for each project identified. DEADLINE FOR SUBMISSION OF SOQs: All submittals must be received must be received in the City of Palm Springs, Office of Procurement and Contracting by 2:00 P.M., LOCAL TIME, THURSDAY, JANUARY 3, 2008. Proof of receipt before the deadline is a City of Palm Springs, Office of Procurement and Contracting time/date stamp. It is the responsibility of the Proposer to see that any submittal sent through the mail shall have sufficient time to be received by the Procurement Office prior to the proposal due date and time. Late submittals will be returned to the Proposer unopened. Submittals shall be clearly marked and identified and must be submitted to: City of Palm Springs Division of Procurement and Contracting 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 Attn: Craig Gladders, C,P.M., Procurement & Contracting Manager INFORMATION REQUIRED OF RESPONDENTS AND FORMAT OF RESPONSE: Interested firms shall submit SIX (6) Lone original plus five copies) of its submittal by the deadline stated above. All submittals shall be sealed within one envelope and be clearly marked, "SOQ #06-08, STATEMENT OF QUALIFICATIONS FOR ARCHITECTURAL DESIGN TEAM SERVICES FOR NEW ANIMAL SHELTER"_ SOQ 06-08 Animal Shelter architectural Design services 4 QUESTIONS: Proposers are specifically directed NOT to contact any city employee, commission member, committee member, council member, or other agency employee or associate for any purpose related to this request for SOQs other than as directed below. Contact with anyone other than as directed below may be cause for rejection of a submittal. Any questions, technical or otherwise, pertaining to this request for Statements of Qualifications must be submitted IN WRITING and directed ONLY to: Craig Gladders, C.P.M. Procurement& Contracting Manager 3200 East Tahquitz Canyon Way Palm Springs, CA 92262 via FAX (760) 323-8238 or via EMAIL: Craig.Gladders0)paImsprings-ca.gov Interpretations or clarifications considered necessary in response to such questions will be resolved by the issuance of formal Addenda to the SOO. The deadline for all questions is 2:00 P.M., Local Time, Thursday, December 20, 2007. Questions received after this date and time may not be answered. Only questions that have been resolved by formal written Addenda via the Division of Procurement and Contracting will be binding. Oral and other interpretations or clarifications will be without legal or contractual effect- FORM OF AGREEMENT: The successful Proposer will be required to enter into a contractual agreement, inclusive of insurance requirements, with the City of Palm Springs in accordance with the standard Professional Services Agreement — Attachment "B" hereto. Please note that Exhibits A, B, C, D and E are intentionally not complete in the attached document. These exhibits will be negotiated with the selected firm and will appear in the final Professional Services Agreement executed between the parties. Any exceptions to the language contained in the SOO or sample agreement must be included in the submittal and clearly defined. Exceptions to the City's standard boilerplate professional services agreement may be considered in the evaluation process. Failure or refusal to enter into an Agreement as herein provided or to conform to any of the stipulated requirements In connection therewith shall be just cause for an annulment of the award. AWARD OF CONTRACT: It is the City's intent to award a contract to the firm that can provide all of the services identified in the SOO document. However, the City reserves the right to award a contract to multiple Respondents or to a single Respondent, or to make no award, whichever is in the best interest of the City. It is anticipated that award of the contract will occur at the next regularly scheduled City Council meeting after the evaluation committee has made its final selection of the team to be recommended for award. The decision of the City Council will be final. RESPONSIBILITY OF OFFEROR: All offerors shall be responsible. If it is found that an offeror is irresponsible (e.g., has not paid taxes, is not a legal entity, submitted an SOO without an authorized signature, falsified any information in the submittal package, etc.), the submittal shall be rejected. SOQ 06.08 Animal Shelter Architectural Design Services 5 Public Record: All documents submitted are subject to the California Code Section 6250 at seq., commonly known as the Public Records Act. Information contained in the documents may be made public after the review process has been completed, negotiations have concluded and a recommendation Tor award has been officially agendized for City Council consideration, and/or following award of contract, if any, by the City Council. Cost related to submittal preparation: The City will NOT be responsible for any costs incurred by any offeror in the preparation or submittal of their respective SOO response. Business License: The successful team will be required to be licensed in accordance with the City of Palm Springs Business License Ordinance, Municipal Code Chapter 3.40 through 3.96, entitled "Business Tax". Proposal informalities or defects: The City of Palm Springs reserves the right to waive any informality or technical defect in an SOO submittal and to accept or reject, in whole or in part, any or all submittals and to seek new SOQ's, as best serves the interests of the City_ Investigations: The City reserves the right to make such investigations as it deems necessary to determine the ability of the offeror to perform the Work and the offeror shall furnish to the City all such information and data for this purpose as the City may request. The City reserves the right to reject any submittal if the evidence submitted by or investigation of such offeror fails to satisfy the City that such offeror is properly qualified to carry out the obligations of the Contract and to complete the Work contemplated therein. SOQ 06-08 Animal Shelter Architectural Design Services 6 ATTACHMENT "A" STATEMENTS OF QUALIFICATIONS (SOQ) # 06-08 FOR ARCHITECTURAL DESIGN TEAM SERVICES FOR NEW ANIMAL SHELTER SIGNATURE AUTHORIZATION PROPOSER: A. I hereby certify that I have the authority to submit this Statement of Qualifications to the City of Palm Springs for the above listed individual or company. I certify that I have the authority to bind myself/this company in a contract should I be successful in my submittal. SIGNATURE B. The following information relates to the legal contractor listed above, whether an individual or a company. Place check marks as appropriate: 1. If successful, the contract language should refer to me/my company as: An individual; A partnership, Partners' names: _A company; A corporation 2. My tax identification number is: 524762.1 ATTACHMENT"B" SAMPLE AGREEMENT PROFESSIONAL SERVICES AGREEMENT Architectural Design Team Services for new Animal Shelter THIS PROFESSIONAL SERVICES AGREEMENT (hereinafter"Agreement") is made and entered into, to be effective this day of [ , y ;, 2008, by and between the CITY OF PALM SPRINGS, a California charter city and municipal corporation, (hereinafter referred to as "City') and [INSERT FULL NAME OF CONSULTANT, FIRM, OR COMPANY], a [INSERT TYPF. OF FNTffY, E.G., A CALIFORNIA CORPORATION, A IJMITED LIABILITY COMPANY, ETC.], (hereinafter referred to as"Consultant"). City and Consultant are sometimes hereinafter individually referred to as "Party' and are hereinafter collectively referred to as the"Parties." RECITALS A. City has determined that there is a need for professional architectural design team services for the new Animal Shelter project(the"Project"), E. Consultant has submitted to City a proposal to provide professional architectural design team services to City for the Project pursuant to the terms of this Agreement- C. Consultant is qualified by virtue of its experience, training, education,reputation, and expertise to provide theso services and has agreed to provide such services as provided herein. D. City desires to retain Consultant to provide such professional services. NOW, THEREFORE, in consideration of the promises and mutual obligations, covenants, and conditions contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: AGREEMENT 1. SERVICES OF CONSULTANT 1.1 Scone 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," which is attached hereto and is incorporated herein by reference (hereinafter referred to as the "Services" or "World'). 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 herein 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 hereunder. 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 Statement of Qualifications; and, (4) the Consultant's signed, original submittal of Qualifications to the City ("Consultant's Submittal"), which shall all be referred to collectively hereinafter as the "Contract Documents" The City's Statement of Qualifications and the Consultant's Submittal, which are both attached hereto as Exhibits "B" and "C," respectively, are hereby incorporated by reference and arc made a part of this Agreement. The Scope of Services shall include the Consultant's Submittal. All provisions of the Scope of Services,the City's Request for Statement of Qualifications, and the Consultant's Submittal shall be binding on the Parties. Should any conflict or inconsistency exist in the .124762 1 8 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 (1")the provisions of the Scope of Services(Exhibit"A"); (2"d)the provisions of the City's Request for Statement of Qualifications(Exhibit`B"); (3') the terms of this Agreement;and,(41) the provisions of the Consultant's Submittal (Exhibit"C"). 1.3 Compliance with Law. Consultant warrants that all Services rendered hereunder shall be performed in accordance with all applicable federal, state, and local laws, statutes, and ordinances and all lawful orders,rules,and regulations promulgated thereunder. 1.4 Licenses,Permits. Fees,and Assessments. Consultant represents and warrants to City that it has obtained all licenses,permits,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, and shall indemnify, defend, and hold harmless City against any such fees, assessments, taxes penalties, or interest levied, assessed, or imposed against City hereunder. 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 hereunder. Should the Consultant discover any latent or unknown conditions that will materially affect the performance of the Services hereunder, 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 thereof to prevent losses or damages, and 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. 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 cart'out the purposes of this Agreement. I's 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 therein any adjustment in (i) the Maximum Contract Amount,as defined below,and/or(ii)the time to perform this Agreement,which adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to twenty-five percent (25%) of the Maximum Contract Amount or$25,000,whichever is less, or in the time to perform of up to thirty(30) days, may be approved by the City Manager, or his designee, as may be needed to perform any extra work. Any greater increases, occurring either separately or cumulatively, must be approved by the Palm Springs City Council. It is expressly understood by Consultant that the provisions of this section shall not apply to the services specifically set forth in the Scope of Services or reasonably contemplated therein, regardless of whether the time or materials required to complete any work or service identified in the Scope of Services exceeds any time or material amounts or estimates provided therein. 2. COMPENSATION 52a7E2.1 9 2.1 Maximum Contract Amount. For the Services rendered pursuant to this Agreement, Consultant shall be compensated by City in accordance with the Schedule of Compensation,which is attached hereto as Exhibit "D"and is incorporated herein by reference,but not exceeding the maximum contract amount of[INSERT NOT TO EXCEED CONTRACT AMOUNT] Dollars, ($` '_1) (hereinafter referred to as the "Maximum Contract Amount"), except as may be provided pursuant to Section 1.8 above. 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 pursuant to Section 42 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 hereby acknowledges that it 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 therefore,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 herein. If the City's maximum payment obligation is reached before the Consultant's Services under this Agreement are completed, consultant shall nevertheless complete the Work without liability on the City's part for further payment beyond the Maximum Contract Amount. 2.2. Method of Payment. Unless some other method of payment is specified in the Schedule of Compensation (Exhibit"D"), in any month in which Consultant wishes to receive payment, no later than the tenth (10) working day of such month, Consultant shall submit to the City, in a form approved by the City's Finance Director, an invoice for services rendered prior to the date of the invoice. 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 a soon thereafter as is reasonably practical. There shall be a maximum of one payment per month. 2.3 Changes in Scone. In the event any change or changes in the Scope of Services is requested by the City,the Parties shall execute a written amendment to this Agreement,setting forth with particularity all terms of such amendment, including, but not limited to, any additional professional fees. An amendment may be entered into: (a) to provide for revisions or modifications to documents or other work product or work when documents or other work product or work is required by the enactment or revision of law subsequent to the preparation of any documents,other work product,or work; and/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 therefore by the Palm Springs 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 Schedule of Performance(Exhibit"E"). 3.2 Schedule of Performance. Consultant shall commence the Services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all Services within the time pefiod(s)established in the Schedule of Performance, which is attached hereto as Exhibit "E" and is incorporated herein by reference. 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. 524762.1 10 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 Consultant (financial inability excepted), including, but 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, if Consultant, within ten(10)days of the commencement of such delay,notifies the City Manager in writing of the causes of the delay. 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 pursuant to this section. 3.4 Term, Unless earlier terminated as provided elsewhere in 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 from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit "E") and pursuant to Section 3.2 above,unless extended by mutual written agreement of the Parties. 4. COORDINATION OF WORK 4.1 Renres_entative of Consultant. The following principal of Consultant is hereby designated as being the principal and representative of Consultant authorized to act in its behalf with respect to the Services to be performed under this Agreement and make all decisions in connection therewith: ' ' __' [INSERT NAME], I[TNSERT TITLE]- It is expressly understood that the experience, knowledge, education, capability, expertise, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore,the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services performed hereunder. The foregoing principal may not be changed by Consultant without prior written approval of Contract Officer. 4.2 Contract Officer, The Contract Officer shall be such person as may be designated by the City Manager of City, and is subject to change by the City Manager. It shall be the Consultant's responsibility to ensure that the Contract Officer is kept fully informed of the progress of the performance of the Services, and the Consultant shall refer any decisions which must be made by City to the Contract Officer- Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer, The Contract Officer shall have authority to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 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 the performance of this Agreement,nor any part thereof, nor any monies due hereunder, 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 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 consent of City. 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 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 hereunder without the express written consent of City. 4.4 Independent Contractor. 524762 1 11 A. The legal relationship between the Patties is that of an independent contractor, and nothing herein shall be deemed to make Consultant a City employee. During the performance of this Agreement, Consultant and its officers, employees, and agents shall act in an independent capacity and shall not act 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 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 incur or have the power to incur any debt, obligation, or liability against City, or bind City in any manner. 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 hereunder. If for any reason any court or governmental agency determines that the City has financial obligations,other than pursuant to Section 2 and Subsection 1.8 herein, 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, in a form and content satisfactory to City, the insurance described herein for the duration of this Agreement, including any extension thereof, or as otherwise specified herein, against claims which may arise from or in connection with the performance of the Work hereunder by Consultant, its 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 desiguce. Consultant shall immediately substitute any insurer whose A.M. Best rating drops below the levels specified herein. Except as otherwise authorized below for professional liability (errors and omissions) insurance, all insurance provided pursuant to this Agreement shall be on an occurrence basis. The minimum amount of insurance required hereunder 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 form professional liability (errors and omissions) insurance coverage in an amount of not less than one mullion 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 pursuant to (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 pursuant to 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 5247c2.1 12 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 tern 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 tinder 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 including coverages for contractual liability,personal injury, independent contractors,broad beret 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. Em to cr 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 tbo City Manager prior to commencing any work or services under this Agreement. Consultant guarantees payment of all deductibles and self-hxsured retentions. City reserves the right to reject deductibles or self-insured retentions in excess of$10,000, and the City Manager 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 S 10,000. 5.3 Other Insurance Requirements. The following provisions shall apply to the insurance policies required of Consultant pursuant to this Agreement. 5.3.1 For any claims related to this Agreement, Consultant's coverage shall be primary insurance as respects 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. 532 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. 524762 1 13 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 politics. Nothing contained in this Agreement or any other agreement relating to the City or its operations shall limit the application of such insurance coverage- 5-3-4 None of the insurance coverages required herein will be in compliance with these requirements if they include any limiting endorsement wbir s , antially-impairs; the coverages set-fortb-licrein (e.g.,elimination of contractual liability or reduction of discovery period),unless the endorsement ba_dUl been submitted to the Cjty Lvll taper and annzosedin wzitint. 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 herein. 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 hereunder in this or any other regard. 5.3.8 Consultant shall provide proof that policies of insurance required herein 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 scction are not intended as limitations on coverage, limits, or other requirements nor 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 impairs the provisions of this section. 53.11 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 524762.1 14 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 herein 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 im¢urers 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: I. "The City of.Palm Springs, its officials, employees, and agents are named as an additional insured..." ("as respects City of Palm Springs Contract Na"or 'for any and all work performed with the City" maybe included in this statement). 2. "This insurance is primmy 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 workperformed 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 To the fullest extent permitted by law, Consultant shall indemnify, deft.-nd (at Consultant's sole cost and expense), protect and hold harmless City and its officers, council members, officials, 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,its officers,council members,officials,employees,or agents. 524762.1 15 Consultant shall reimburse the Indemnified Parties for any reasonable expenditures, including reasonable attorneys' fees, expert fees, litigation costs, and expenses that each Indemnified Party may incur by reason of Indemnified Claims. Upon request by an Indemnified Party, Consultant shall defend with legal counsel reasonably acceptable to the Indemnified Party all Claims against the Indemnified Party that may arise out of, pertain to, or relate to Indemnified Claims, whether or not Consultant is named as a party to the Claim proceeding. The determination whether a Claim"may arise out of, pertain to, or relate to Indemnified Claims" shall be based on the allegations made in the Claim and the facts known or subsequently discovered by the Parties. In the event a final judgment, arbitration award, order, settlement, or other final resolution expressly determines that Claims did not arise out of,pertain to, nor relate to the negligence,recklessness, or willful misconduct of Consultant to any extent, then City shall reimburse Consultant for the reasonable costs of defending the Indemnified Parties against such Claims,except City shall not reimburse Consultant for attorneys' fees,expert fees,litigation costs,and expenses that were incurred defending Consultant or any parties otter than Indemnified Parties against such Claims. Consultant's indemnification obligation hereunder shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified hereunder are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. This provision is intended for the benefit of third party Indemnified Parties not otherwise a party to this Agreement. 7. 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 requited 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 Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of the Work and Services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant 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 Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of such fact, circumstance, technique, or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed. 7.3 Ownershi 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, and 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 hereunder. 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 damages resulting therefrom. Consultant may retain copies of such documents for its own use. Consultant shall have an unrestricted right to use the concepts embodied therein. Consultant shall ensure that all its subcontractors shall provide for assignment to City of any documents or materials prepared by them, and to the event Consultant fails to secure such assignment,Consultant shall indemnify City for all damages resulting therefrom. 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. s'4wz.1 16 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. 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"Aergeme�t shall be cons rrlesLas� tvhol�accoLdin _tcits�airlameua2-and �rzrllulon me IriiI1P to achieve the tQ,,otiy_es and nnrooses ofthe 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 Termination. 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. 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 the notice provides otherwise. Thereafter, Consultant shall have no further claims against the City under this Agreement. Upon termination of the Agreement pursuant to this section, Consultant shall submit to the City an invoice for work and services performed prior to the date of termination. In addition, the Consultant reserves the right to terminate this Agreement at any time, 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. 8.4 Default of Consultant. A. Consultant's failure to comply with any provision of this Agreement shall constitute a default. B, 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 any and 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 herein shall limit City's righf to terminate this Agreement without cause pursuant to Section 8.3. C. 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 8.4.8, take over the work and prosecute the same to completion by contract or otherwise, and 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), and City may withhold any payments to the Consultant for the 52d762.1 17 purpose of set-off or partial payment of die 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 Services as provided herein. 8.5 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 hereof 8.6 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. 8.7 Leeal 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 inlunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 8.8 Attorney Tees. 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, including but 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 fnterest. No officer or employee of the City 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/she is, directly or indirectly, interested in violation of any state statute or regulation. Consultant warrants that is has not paid or given and will not pay or give any third Arty any money or other consideration in exchange for obtaining this Agreement. 9.3 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, or national origin. 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, 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. 524762 1 l8 A. 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, 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 thereof 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 £Tom: (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 thereof, Consultant shall not be obligated to indemnify City under any settlement made without Consultant's consent or 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. 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, or shall substitute an equivalent item acceptable to City and extend this patent and copyright indemnity thereto. 10.2 Notices. All notices or other communications required or permitted hereunder sball be in writing, and 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, and 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 (W) 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, 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: City Manager&City Clerk 3200 E.Tahquitz Canyon Way Palm springs,California 92262 Telephone: (760)323-8204 Facsimile: (760)323-8332 To Consultant: Attention. _ Telephone. Facsimile: 10.3 Entire 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 hereof. No amendments or other modifications of this Agreement shall be binding unless executed in writing by both Parties hereto, or their respective successors,assigns, or grantees. 10.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law,but if any provision of this Agreement%ball be determined to be invalid by a final judgment or decree of a court of competent jurisdiction, such provision shall be ineffective 5247621 19 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. 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 Beneficiarv. FxCCpt_a may be exnresslv_nrovidgcl oz bexein o }; n ainedan Ibis A reementi5tniendgd t9_c9afer nor s}all xilhout limitalSsm anyhts as ad�zariy beneiciary or o herw se won anent ty or nercon�Qt a party hereto 10-7 Recitals,_ The�IZaye rvferemce�LR� alti are zereUyineomorated nto the AeLcement_as though fully set forth herein and. e4�achmo3y , d_a�rees t)aat Such Party is bound for nuxpo�e of i& Amemerlt.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 whicb the Party for which he or she is signing is bound. IN WITNESS WHEREOF, the Parties have executed and entered into this Agreement as of the date first written above. "CITY" CITY OF PALM SPRINGS, a California charter law city and municipal corporation DAVID H.READY, City Manager ATTEST: (SEAL) JAMES TI OMPSON, City Clerk APPROVED AS TO FORM: DOUGLAS C.HOLLAND, City Attorney 524762.t 20 "CONSULTANT" [insert naive olirixu'coinpan}�] By: [irase;�name/tirle],President [riise'it'nasn�%title],_S ecretary 524762 1 21 EXHIBIT"A" SCOPE ON SERVICES -21 - EXHIBIT"B" CITY'S REQUEST FOR STATEMENT OF QUALIFICATIONS -22- EXHIBIT"C" CONSULTANT'S SUBMITTAL. -23 - EXHIBIT"D" SCHEDULE OF COMPENSATION -24- EXFHEBIT"E„ SCHEDULE OF PERFORMANCE .25- i CITY OF PALM SPRINGS NOTICE INVITING STATEMENTS OF QUALIFICATIONS (SOQ) #06-08 For ARCHITECTURAL DESIGN TEAM SERVICES FOR NEW ANIMAL SHELTER NOTICE IS HEREBY GIVEN that Statements of Qualifications (SOO 06-08), for providing Architectural Design Team services for a new Animal Shelter for the City of Palm Springs, CA will be received at the Office of Procurement & Contracting, 3200 East Tahquitz Canyon Way, Palm Springs, California, until 2:00 P.M. LOCAL TIME, THURSDAY, JANUARY 3, 2008. It is the responsibility of the Proposer to see that any proposal sent through the mail shall have sufficient time to be received by this specified date and time. The receiving time in the Procurement Office will be the governing time for acceptability of Proposals. Telegraphic, telephonic, faxed or emailed proposals will not be accepted. Late proposals will be returned unopened. DESCRIPTION OF THE WORK: The work is comprised of providing Architectural, Landscape Architecture, Civil Engineering and Independent Cost Estimating services required to design and develop construction documents for a new Animal Shelter. The successful design team will be asked to develop a design and working drawings/bid documents for construction of a new animal shelter. The team will be expected to be multi-disciplined in that the facility as well as the necessary on and off-site improvements will be design by the team; the landscaping will be designed by the team and the team will be expected to provide independent cost estimating at Conceptual Design/Design Develop ment/Construction Documents phases. OBTAINING SOQ DOCUMENTS: The SOQ documents may be downloaded via the Internet at www.palmsprings-ca;gov (click on "Departments" and go to "Procurement', then "Open Bids and Proposals"). Upon downloading the SOO, it is IMPERATIVE that you contact Cheryl Martin, Procurement Administrative Coordinator, via email at Cheryl.Martin(a�palmsprings-ca.gov to register as a Respondent for this specific SOO. Failure to register as a Respondent may result in not receiving addenda to the SOQ. Copies are also available from the City of Palm Springs, Procurement & Contracting Division, at 760-322-8373. SELECTION PROCESS AND AWARD OF CONTRACT(S): The City of Palm Springs is utilizing a Qualifications Based Selection process to select a firm to provide the services covered by this solicitation. A firm may be selected from the qualification statements based upon the criteria defined in the SOQ document, and if deemed necessary, a limited number of companies will be invited to make a formal presentation. If undertaken, the format and date of the presentation will be established at the time of short listing. The successful respondent will enter into negotiations with the City for a professional services agreement for the scope of work. All expe ses associated with the preparation and submission of a proposal to the City shall be the s fe�financia ZZR_ n i'ity of the proposer. CRA1�GLA -C P tv-� Procurem� Contracting Manager Date: Published in The Desert Sun 11/24 and 12/1, 2007 t PALM `L. N REQUEST FOR STATEMENT OF QUALIFICATIONS (SOQ 06-08) FOR ARCHITECTURAL. DESIGN TEAM SERVICE FOR NEW ANIMAL SHELTER ADDENDUM NO. 4 This Addendum is being issued for the following changes and informational items: THE FOLLOWING REVISIONS AND/OR ADDITIONS TO THE SOQ DOCUMENT AND INSTRUCTIONS ARE TO BE INCLUDED AND SHALL TAKE PRECEDENCE OVER ANYTHING CONTRARY ON THE PREVIOUSLY ISSUED SPECIFICATIONS AND INSTRUCTIONS AND SHALL BE REFERRED TO HEREINAFTER AS PART OF THE CONTRACT DOCUMENTS. CLARIFICATION OF INSTRUCTIONS TO PROPOSERS: The City has received the following questions and is hereby providing answers thereto: RESPONSES TO QUESTIONS RECEIVED TO DATE: Q 1: Will the new Animal Shelter be constructed on the existing site? Has a new site been identified and acquired? A 1: This question was answered in Addendum 92, Question/Answer 46. Q 2: May we have a site map and/or the address of the site? A 2: See Addendum #2, Question/Answer 96. Q 3: The SOQ indicates the facility should be designed to be energy efficient. Does the City intend to submit the facility for LEED certification? A 3: While important to the City, at this point in time level of energy efficiency or submittal for LEED certification has not yet been determined. Q 4: Has the City determined an initial budget for the project: A 4: This question was answered in Addendum #1 Question/Answer#4, Q 5: Will response to questions received prior to the cut-off date of December 20'h @ 2:00 PM be answered in one or multiple Addenda after that date? If so would the City consider extending the SOQ deadline (in light of the holiday season)? A 5: This Addendum #4 is the final Addenda to be issued, addressing all questions submitted prior to the deadline. The City does not intend to extend the SOQ submittal deadline at this time. Q 6: How many stakeholder meetings (Friends of the Animal Shelter) etc. should the respondents anticipate? A 6: The City anticipates there will be two or possibly three stakeholder meetings. BY ORDER OF THE CITY OF PALM SPRINGS, CALIFORNIA Craig L. Gla der , C.P.M. Procurement ontracting Manager DATE: December 20, 2007 ADDENDUM ACKNOWLEDGMENT: Proposer Firm Name: Authorized Signature: Date: Acknowledgment of Receipt of Addendum 4 is required by signing and including the acknowledgment with your submittal. Failure to acknowledge this Addendum may result in your submittal being deemed non-responsive. I A AL h f q'F�� �` REQUEST FOR STATEMENT OF QUALIFICATIONS (SOQ 06-08) FOR ARCHITECTURAL DESIGN TEAM SERVICE FOR NEW ANIMAL SHELTER ADDENDUM NO. 3 This Addendum is being issued for the following changes and informational items: THE FOLLOWING REVISIONS AND/OR ADDITIONS TO THE SOO DOCUMENT AND INSTRUCTIONS ARE TO BE INCLUDED AND SHALL TAKE PRECEDENCE OVER ANYTHING CONTRARY ON THE PREVIOUSLY ISSUED SPECIFICATIONS AND INSTRUCTIONS AND SHALL BE REFERRED TO HEREINAFTER AS PART OF THE CONTRACT DOCUMENTS. CLARIFICATION OF INSTRUCTIONS TO PROPOSERS: The City has received the following questions and is hereby providing answers thereto: RESPONSES TO QUESTIONS RECEIVED TO DATE: Q 1: Please clarify your intent in terms of"Local Expertise Demonstrated on the Team". Do you mean local as to the Southern California region or local in terms of expertise with City of Palm Springs area? A 1: The intent of the word `local"as it applies to this SOQ is for the Coachella Valley, which is the local area surrounding Palm Springs, BY ORDER OF THE CITY OF PALM SPRINGS, CALIFORNIA Craig L. Ghddefs,t.P-M. Procurement & Contracting Manager DATE: December 11, 2007 r i F 2rLM s. r C'7lrOkl��p' .. REQUEST FOR STATEMENT OF QUALIFICATIONS (SOO 06-08) FOR ARCHITECTURAL DESIGN TEAM SERVICE FOR NEW ANIMAL SHELTER ADDENDUM NO. 2 This Addendum is being issued for the following changes and informational items: THE FOLLOWING REVISIONS AND/OR ADDITIONS TO THE SOQ DOCUMENT AND INSTRUCTIONS ARE TO BE INCLUDED AND SHALL TAKE PRECEDENCE OVER ANYTHING CONTRARY ON THE PREVIOUSLY ISSUED SPECIFICATIONS AND INSTRUCTIONS AND SHALL BE REFERRED TO HEREINAFTER AS PART OF THE CONTRACT DOCUMENTS. CLARIFICATION OF INSTRUCTIONS TO PROPOSERS: The City has received the following questions and is hereby providing answers thereto: RESPONSES TO QUESTIONS RECEIVED TO DATE: Q 1: Is attachment"A" on page 7, a document for us to complete and add to our SOO submission? A 1: Yes, Attachment `A"is to be completed and submitted. It does not count toward the 30 sheet maximum total. Q 2: The SOQ calls for the sheets to be three (3) hole punched and bound only by a single binder clip with a thirty (30) sheet maximum. Will the single binder clip be sufficient to a maximum of 30 sheets or did the SOQ mean a single three (3) binder? A2: The request is for the submittal to be bound only by a single binder clip of a size that is appropriate to clip 30 pages. Q 3: Do Dividers count as part of the thirty(30) sheet total? A 3: Yes, dividers, covers, etc. all count toward the 30 sheet maximum total. Q 4: Where shall addendums be placed in the SOQ, including attachment "A"? A 4: In the back of the submittal, please include Attachment "A"as well as the Addenda acknowledgments. These do not count toward the 30 Sheet maximum total. Q 5: How much of the construction budget is from the sale of bonds and how much will be provided from the Friends of the Animal Shelter organization? A 5: Sufficient bond proceeds exist to construct the facility. On going fund raising continues by the "Friends". Those dollars will be utilized for upgrades to the future facility. Construction of the project does not depend on additional funds being raised. Q 6: The Request for Statement of Qualifications does not delineate the location for the proposed facility. Has the site been identified at this point? Will the Animal Shelter be sharing the site with any other users? A 6: A couple of sites near the Wastewater Treatment plant are under consideration; two and one half (2 %) to three (3) acres will be provided and selected by the time a design team is selected. There may be other users that will share or partially share the site. BY ORDER OF THE ITY OF ALM SPRINGS, CALIFORNIA . T.., Qraig L. Gla der , C.P.M. Procurement ontracting Manager DATE: December 05, 2007 ADDENDUM ACKNOWLEDGMENT: Proposer Firm Name: Authorized Signature: Date: Acknowledgment of Receipt of Addendum 2 is required by signing and including the acknowledgment with your submittal. Failure to acknowledge this Addendum may result in your submittal being deemed non-responsive. f OF PF+LM N . REQUEST FOR STATEMENT OF QUALIFICATIONS (SOQ 06-08) FOR ARCHITECTURAL DESIGN TEAM SERVICE FOR NEW ANIMAL SHELTER ADDENDUM NO. 1 This Addendum is being issued for the following changes and informational items: THE FOLLOWING REVISIONS AND/OR ADDITIONS TO THE SOQ DOCUMENT AND INSTRUCTIONS ARE TO BE INCLUDED AND SHALL TAKE PRECEDENCE OVER ANYTHING CONTRARY ON THE. PREVIOUSLY ISSUED SPECIFICATIONS AND INSTRUCTIONS AND SHALL BE REFERRED TO HEREINAFTER AS PART OF THE CONTRACT DOCUMENTS. CLARIFICATION OF INSTRUCTIONS TO PROPOSERS: It is IMPERATIVE that you contact Cheryl Martin, Procurement Administrative Coordinator, via email at Cheryi.MartinCa-)palmsprinos-ca.gov to officially register as a Proposer for this s ecific project with your company name, address, phone, fax, contact person and email address. Failure to officially register may result in not receiving addenda to the RFP. Note: You may also register your firm in the City's on-line general vendor database system while on the website, but you MUST still contact Cheryl Martin as instructed above to register as a proposer for this specific SOQ 06-08. The City has received the following questions and is hereby providing answers thereto: RESPONSES TO QUESTIONS RECEIVED TO DATE: Q 1: Should we include any Programming or other Pre-design services as part of our scope of services? A 1: The design team should include Programming and other pre-design services. NOTE: the requirement for a team member that has previous Animal Shelter Design experience should not be construed to mean that the lead architectural firm in the team must have that expertise. There just must be a team member with that experience so that we know the programming aspects will be covered by an experienced team member. Q 2: Is it correct to assume "Civil Engineering expertise" includes all consulting engineer disciplines, i.e.: structural, MEP, etc.? Should the qualifications for these sub-consultants be included? A2: We assumed that the team would come with the normal sub-consultants such as Structural and MEP. The reason we specifically listed "CIVIL" was because grading plans and street improvement plans will be needed as part of the complete project package. All sub-consultants shall be listed in the team submittal. Q 3: Will you be doing in-house CM on this project, or retaining an outside CM? A 3: We will be doing in-house CM (Construction Management) for this project. Q 4: 1 was just wondering what the construction cost is for this project. A 4: The construction cost for this project is $5,000,000. BY OR �R OF THE CITY OF PALM SPRINGS, CALIFORNIA /Lf �Z, Craig L. Gla ders, C.P.M. Procuremen ontracting Manager DATE: November 26, 2007 ADDENDUM ACKNOWLEDGMENT: Proposer Firm Name: Authorized Signature: Date: Acknowledgment of Receipt of Addendum 1 is required by signing and including the acknowledgment with your submittal. Failure to acknowledge this Addendum may result in your submittal being deemed non-responsive.