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HomeMy WebLinkAbout05583 - LSA ASSOCIATES INC FOCUSED ENTITLEMENT/CONTRACT PLANNING SVCS PALM MOUNTAIN RESORT 5.1162 PD 342 Page 1 of 1 Kathie Hart From: Loretta Moffett Sent: January 20, 2009 12.48 PM To: Kathie Hart Subject: RE: A5606 and A5583 (Palm Mountain Resort and LSA) All done...pis close thanks Loretta Moffett \ Admmiymnnvc Assistant-Dnelopment&Plmnm,Services - — Phone 760-323-8270-J.L% 760.322-8360 E-mall Lmatla.Mofraltr)wImsnnnm-ca nnv - - From: Kathie Hart Sent: Tuesday,January 20, 2009 12:09 PM To: Loretta Moffett Subject: A5606 and A5583 (Palm Mountain Resort and LSA) A5606, Palm Mountain Resort, Reimb to City (LSA Focused Entitlement A5583) LM: Are these still open, or may I close them. It has an expiration date of March 2008. Thxl l; Kathie Hart, CMC Chief Deputy City Clerk City of Palm 5prmgs 3200 E. Tahqultz Canyon Way Palm Springs,CA 92262 tE� (760) 323-8206 1 8 (760) 322-8332 Kafhie.Hart@PolrnSpringsCA.gov 01/20/09 CITY OF PALM SPRINGS LSA ASSOCIATES, INC. CONTRACT SERVICES AGREEMENT#2 —AMENDMENT No. 1 For Additional Services in the Completion of the Focused Entitlement and Contract Planning Agreement A 5583-2 for Palm Mountain Resort and Spa, Project 5.1162-PD-342 I THIS AMENDMENT #1 TO THE ORIGINAL CONTRACT SERVICES AGREEMENT 42 (herein "Amendment Agreement#1"), is made and entered into this r11Gtn �60 2008. by and between the CITY OF PALM SPRINGS, a ►municipal corporation, (herein "City") and LSA ASSOCIATES, INC. (herein "Contractor"). (The term Contractor includes professionals performing in a consulting capacity-) The parties hereto agree as follows: 1.0 SERVICES OF CONTRACTOR i 1.1 Scope of Services. In compliance with all terms and conditions of the original Agreement#A5583-2 dated November 16,2007 and this Amendment #1, the Contractor declares that all services have been provided as specified in the original Agreement and those outlined in the attached "Additional Services for Palm Mountain Resort and Spa dated April 4, 2006 (attached hereto as Exhibit"A' . 1.2 Contractors Proposal. The Scope of Service included the Contractor's proposal or bid which is incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of the original Agreement shall govern. 1.3 Compliance with Law. All services rendered hereunder have been be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency having jurisdiction in effect at the time service is rendered and all services of this Agreement/Contract have been completed in accordance with all terms and conditions outlined in the original Agreement. 1.4 Additional Services, Contactor warrants that all additional services of this Amendment No. 1 have been fulfilled and completed as specified in the Additional Services for Palm Mountain Resort and Spa Project (Exhibit"A"). 2,0 COMPENSATION 2A Contract Sum. For the services rendered pursuant to this Amendment 91 the Contractor shall be compensated in accordance with the 5.77e2 Palm Mountain Resonand Spa—LSA Associates,Inc.Amendment lh to Contract#2 Page 7 of B 'r, 0 RJiG 1�; �AvL F?,iD N "Schedule of Compensation"attached hereto as Exhibit'B"and incorporated herein by this reference, but not exceeding the maximum contract amount of FIVE THOUSAND FIVE HUNDRED AND NO1100 DOLLARS ($5,500.00.00) herein "Contract Sum"). All funds will be paid to the City of Palm Springs by Palm Mountain Resort and Spa and will be held on deposit pending final billing by Contractor. IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above. I CITY OF PALM SPRINGS a municipal corporation 13y _- 'CFjrg-A�Ewing, D'F ctor of Planning ATTEST: I ity Clerk avid . Ready, City Manager I I APPROVED� TO FORM APPROVED BY CITY COUNCIL By. �� >r City Att�m $.1162 Palm Mountain Roswand Spa—LSA PSsoraates,lnc Amendment e9 to Contract h2 Page 2 of 6 ] f� Y CONTRACTOR: LSA ASSOCIATES, INC Suite B-200 Check One: 901 East Tahquitz Canyon Way —individual—P@rtnership—Corporation Palm Springs,CA 99262 Corporations require two notarized signatures, one from A and one from B: A-Chairman of Board, President,or any Vice president and B.Secretary,Assistant Secretary,Treasurer,Assistant Treasurer, or Chief Financial Officer)_ / 13y By: �G Signature(notarized) i��Signature(notarized) cw Name: h-t Name: Title: Title: Address: xec '�� Address: Zl/�1�✓c�/Ji ( �.�lC " 2G� State of C fornia ) State of Cal-fornia ) � )ss. C )ss. County o ) Countycf ) On //---,2008, before me, Cn 2008, before me, personallyy sop red�ers) personally a eared ames) Sfign� Names)of Signer(3) who proved to me on the basis of satisfactory who proved to me on the basis of satisfactory evidence to be the person(&)whose rame(e)is/aR evidence to be the person(s}whose name(&)islam— subscribed to the within instrument and acknow- subscribed to the within instrument and acknow- ledged to me that he/sdekhey-executed the same in ledged to me that he/ h�execuled the same in htslhw4 hors ^uthorized c2pacity(ies), and that by his1hs4the4r authorized capacity(ies), and that by his/Heir signatures(&) on the instrument the hislhe#+teirvsigneture(s)- on the instrument the person(&}, or the entity upon behalf of which the person(aj-or the entity upon behalf of which the person( acted, executed the instrument, person(&)acted, executed the instrument. I certify under PENALTY OF PERJURY under the i cerlih/ under PENALTY OF PERJURY under :he laws of the State of California that the foregoing laws of the State of California Lhat the foregoing paragrapn is true and correct. paragraph is true and cwect. WITNESS my hand and official seal WITNESS by hand and official seat n re o Nota Pu I' afore of otary uhllc TERESITA DE LA CRUZ COmmlasiOn,ir 1573376 TEkESITq DE LA CRUZ ~•? Commission Jf 1573376 7y Notary PuDlla-California _ orange county Notary Public-California Orange Mycprnm.FxplreaMay20,2009 9 County MY Comm.Expires May 20,2009- 5 11W.Palm Mountain Resort and Spa-LSA Associates,Inc.Amendment 41 to Contract#2 Page 3 of 6 EXHIBIT"A"—AGREEMENT#2,AMENDMENT#1 SCOPE OF ADDITIONAL WORK AND SERVICES AND SCHEDULE OF PERFORMANCE Contractor has provided the services outlined in the original Agreement/Contract A53583-2 and the Additional Services outlined in the attached for the Palm Mountain Resort and Spa, Project 5.1162-PD-342 the redevelop of an existing 55-year old 120- rcom hotel into a renovated 194-room two and three-story hotel on 2.8 acres at 155 South Belardo Road, Zone R3, Section 15. In addition to the previously approved Scope of Work, LSA has completed the following efforts- 1- Attended One additional Planning Commission Meeting 2. Prepared additional Draft Planning Commission Reports 3. Prepared for meetings/telephone conferences, etc. 4. Performed additional project management time as a result of the project time period 5. Attended one additional City Council meeting 6. Reviewed and commented on revised site plan NOTES: The original contract specified two Planning Commission and one City Council meetings: LSA attended and prepared for three Planning Commission meetings and two City Council meetings. Through the beginning of April 2008, the project has extended 7.5 months, including the recent City Council review. (refer to LSA's Revision dated April 4, 2008 attached and marked "Exhibit "A" —Agreement#2, Amendment 41) 5 1162 PaIrn Mcunbh Reran and Spa—[,SA AS caate5,Inc.AmendMant41 to Contract#2 Page 4 of 6 E EXHIBIT "A"-AGREEMENT#2, AMENDMENT 97 IRviN r. BCHI[HI.Y,X LSA A550CG�TE�, nC. �d�_ PT. RICHMOND AT. COLLWN5 nld-xU}s T£L 501 L.TAKgDIi] CYY. WY.,SDlit;n-"O RIVERSIDE NO CKLIN ]6o•n5-3o55 FAN PALM SVkINGs,CA lx±ix AN L OBIS PO SOUTH SAN CARtSIAD PRAICISCO January 21,2008 Revised March 11,2008 Revised April 4,2008 Craig A.Ewing,AICP Director of Planning Services City of Palm Springs 3200 East Tahquiia Canyon Way Palm Springs,CA 92262 Subject_ Palm Mountain Resort and Spa Budget Modification for,Focused Entitlement— Contract Planning Services Dear Mr.Ewing: LSA Associates,Inc,(LSA)is providing this revised budget modification request for the expanded scope ofwork associated with the Paltn Mountain Resort and Spa.The additional work includes further work on the focused entitlement: SCOPE OF ADDITIONAL WORK LSA.will complete the following efforts in addition w the previously approved scope of work; • Attendance one additional Planning Commission Meetings • Preparing additional Draft Piatuaing Commission Report • Preparation for meetingsActephone conferences,etc, • Additional project management time per the contract language below. • One additional City Council Meeting • Review and comment on revised site plan. The original contract specifies the number of Planning Commission at two and City Council meetings at one;LSA attended and prepared for three Planning Commission Ince ings and two City CouncR meetings. In addition,the original contract contains the following language: "Note:this budget assumes that the project will extend nv longer than five months-ffthe project axreadr ,fzzrther, then the hvdgerfor project management will require adjustment far additional nzeatings, mri;Wwly docwnanration, etc. Through the beginning of April,the project has extended 7.5 months, including the recent City Counci! review. BUDGrT As this project hay developud in unexpected duections the budget has expanded to reflect the changing.At this time, we propose to increase the currant budget$5,500 of the original$20,000, bringing the total to$25,500. We will not exceed this estimate without your prior authorization. We have enjoyed working on this project. 5,1152 Palm Mountain Resort and Spa—LSA Assodates,Inc,Amendment i!t to COntrnct 82 Page 5 of 6 f EXHIBIT "B" —AGREEMENT#2, AMENDMENT#1 SCHEDULE OF COMPENSATION City agrees to compensate Contractor for such services as shown below, and Contractor has completed all work outlined in the original Agreement/Contract and those listed as Additional Services outlined in this Amendment#1 and will invoice City accordingly. This project developed in unexpected directions, and the budget expanded to require $5,500,00 in additional services in order to complete the work described above. LSA has completed all work and there will be no further services performed without the written authorization from the Developer and/or the City. Cost to complete contract and additional services $ 5,500.00 5.1162 Palm Mountain Resort ano Spa—LSA Assoc aces.Inc.Amendment#1 to Con7ant 72 page$of a Y I EXHIBIT "B"--AGREEMENT#2, AMENDMENT#1 SCHEDULE OF COMPENSATION City agrees to compensate Contractor for such services as shown below, and Contractor has completed all work outlined in the original Agreement/Contract and those listed as Additional Services outlined in this Amendment#1 and will invoice City accordingly. This project developed in unexpected directions, and the budget expanded to require $5,500.00 it additional services In order to compidt0tie work described above. LSA has completed all work and there will be no further services performed without the written authorization from the Developer and/or the City- Cost to complete contract and additional services $ 5,500.00 I 5.1162 Paim Mountain Resod and Spa—LSA Associates,ma Amendment#1 to Contract#2 Page 6 of 6 I .:..1 AS in c I A I'',,, rNC r'ALM Nr)IIN 1'A(N RL'lOk'r ,ArcuARV 20111 nIWMWNI LO h'l if pC 1, I'vcuhl''n i'NIINUMeNTS 1. PLANNINU SE-VICAV, HOURLY BILLING RATES EFFECTIVE AUGUST 20,07 Job Climifcuioll Rme Plannm" Environmental 'l rant prlllfinn Air/Noise ('petal rnl Resources Rinlo^5 C;IS Rnngeo soctall ... :.... _._ 4'_Inc'Ipal,- .-- 1=uu is e:_ ......_—._i AssocL){tIL Assoc ilo...�. _._..�. A oujuL•• — 513.__ _ > 5—_5 Aa1p'.lalb AS${'rLWf4 ASCUCNIe ASSt%laic Assucmtt, Ccnror l'lanncr Seneur lin}rzanl5cnn11 Saruor'1'ranyppnatien fen iar Air Qualify/ Senior Cultural SeniorHiDloglsVL3otr+nlaU 'Sunmr C,IS 175 Planitel Pginner/Engincer Noise Specmlls'[ Fcsnurccs M+ulagcr Wildlife 61olngltV Speculllct I�,eDlUglsl/$ril $CICnII�Lf _.__, ....—..._. _. __..—_ . Hcr ctulugiWArbpnst Pl:umcr P.m.ironn)en_lnl Plu_nn en PlanncrlFa ttfecr.. _ Spr...`—^..... _.... ...... —c i —...1 ... otl:Jum .Air Quahry Mpltc Cultural Resour.:es Bi0lvgiseA7nunisllWilJhfc (i15 Spettuliy{ � $SU..125 g ceiahsl Nlmrager RlologiluLicninglgl/Soil Scicntlsl/i lerpetnlaigmu ArhunU _ 'bsurm)I Planner AS+15[ant Agaisltim'I'rmlgpot'hthun An Cie it /Nate -- L'ultwal kexnurcca� AYs-Itlanr L4iolo +su .. A.95rs(ant ClS --- Y € knvlronfriumal Planner Fanner/Pngacer Analyst Analyse ldolanlaUWaldhfr Etiologist/ Specialist LcNarUVS011$I:ren[IYV .`— ..... .�. ^..._— .... .. Ilerpnl�llq iSiF IAt60rut....__ —.—. Field 5crwiep) i Sc mwnl _ 1.50-100 .._ Office Sonicct77S-rl 11 OtlRofcl 75 P Crla Ills — ..Office A sutam n4f1 � 9U 'I be hourly rate for)fares involving,dual cgV11$V4 in stun,Giving dcpoiilion5 01 similar expert te4tin7ony-will be billed at 5250 per hour regardless of,lob classifications. (I I r_7rus rglpalmu5(PmlccL.q'SP(I]03 I'alulMt I-pnnaLncnntl aLi`.4upmcne(11:I08 Joc+r 3 CITY OF PALM SPRINGS LSA ASSOCIATES, INC. CONTRACT SERVICES AGREEMENT #2 —AMENDMENT No. 1 For Additional Services in the Completion of the Focused Entitlement and Contract Planning Agreement A 5583-2 for Palm Mountain Resort and Spa, Project 5.1162-PD-342 THIS AMENDMENT #1 TO THE ORIGINAL CONTRACT SERVICES AGREEMENT #2 (herein "Amendment Agreement #1"), is made and entered into this 12008, by and between the CITY OF PALM SPRINGS, a Municipal corporation, (herein "City") and LSA ASSOCIATES, INC. (herein "Contractor"). (The term Contractor includes professionals performing in a consulting capacity.) The parties hereto agree as follows: 1.0 SERVICES OF CONTRACTOR 1.1 Scope of Services. In compliance with all terms and conditions of the original Agreement#A5583-2 dated November 16, 2007 and this Amendment#1, the Contractor declares that all services will be provided as specified in the original Agreement and those outlined in the attached "Additional Services for Palm Mountain Resort and Spa dated January 22, 2008 (attached hereto as Exhibit "A" ) . 1.2 Contractor's Proposal. The Scope of Service shall include the Contractor's proposal or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of the original Agreement shall govern. 1.3 Compliance with Law. All services rendered hereunder will be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency having jurisdiction in effect at the time service is rendered and all services of this Agreement/Contract have been completed in accordance with all terms and conditions outlined in the original Agreement. 1.4 Additional Services. Contactors warrants that all additional services of this Amendment No. 1 will be fulfilled and completed as specified in the Additional Services for Palm Mountain Resort and Spa Project (Exhibit "A"). 2.0 COMPENSATION 2.1 Contract Sum. For the services rendered pursuant to this Amendment No. 1 the Contractor shall be compensated in accordance with the ;,l, ...I 5.1162 Palm Mountain Resort and Spa—LSA Associates,Inc.Amendment#1 to Contract#2 Page 1 of 5 "Schedule of Compensation" attached hereto as Exhibit"B" and incorporated herein by this reference, but not exceeding the maximum contract amount of THREE THOUSAND AND NOM 00 DOLLARS ($3,000.00) herein "Contract Sum"). All funds will be paid to the City of Palm Springs by Palm Mountain Resort and Spa and will be held on deposit pending completion of these additional services outline in Amendment #1. IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above. CITY OF PALM SPRINGS a municipal corporation _ By rai wing, D ctor of Planning ATTEST: By: ity Clerk G21 Z-4r yp08 David H. Ready, City ager bc;c� APPROVED BY CITY COUNCIL APPROVED S TO Yj !// FORM, %-a N 5 rBy: 7 APPROVED BY CITY MANAGER City A orney 5.1162 Palm Mountain Resort and Spa—LSA Associates,Inc Amendment#1 to Contract#2 Page 2 of 5 CONTRACTOR: LSA ASSOCIATES, INC Suite B-200 Check One: 901 East Tahquitz Canyon Way _Individual—Partnership�/jCorporation Palm Springs, CA 92262 Corporations require two notarized signatures, one from A and one from 2: A. Chairman of Board, President,or any Vice President and B.Secretary,Assistant Secretary,Treasurer,Assistant Treasurer, or Chief Financial Officer). By: Sign(a�tture (notarized) ignature (notarized) Name:Name: M w� l/ f�l Name:_=�yetLos _ s"- L(/1P Title: Title: C, F 0 Address: k Loa'L- t p G(d^'k Address: State of California ) State of California )ss. �tZ )as. County offt+versid� ) County ofI RiVeF91de)- ) Qn :!I)r r p l! 2008, before me, On U16! 2008,�bjefore me, personally appeared Y personally appearedNfA[�5 !_ 7S/✓�^its Name(s)of Signer(s) Name(s)of Signer(s) who proved to me on the basis of satisfactory who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s)is/are evidence to be the person(&)whose name(s) Ware- subscribed to the within instrument and acknow- subscribed to the within instrument and acknow- ledged to me that he/shefthey executed the same in ledged to me that hefskls/fhey executed the same in his/hap4th&.. authorized capacity(ies), and that by his/hQd#+eir authorized capacity(ies), and that by hlS/tleNfFteir signatures(s) on the instrument the his/herHkeir slgnature(s} on the instrument the person(&), or the entity upon behalf of which the person(&) or the entity upon behalf of which the person(%) acted, executed the instrument. person(s)-acted, executed the instrument. I certify under PENALTY OF PERJURY under the I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing laws of the State of California that the foregoing paragraph is true and correct. paragraph is true and correct. WITNESS my hand and f If al %al WITNESS by hand and official seal ignature of Notary Public / / Signature of Notary Publi,� 1EREEIIA DE to CRUZ 7EIIE6RA DE LA CRUZ Commission 81673376 Commhslon 8 1573376 Notary Public-California Notary Public-California orange county Orange county MyCw=.BpkwMaV2M0• 166NCaMm E May20, 5.1162 Palm Mountain Resort and Spa—LSA Associates,Inc.Amendment#1 to Contract#2 Page 3 of 5 EXHIBIT "A" -- AGREEMENT #2, AMENDMENT #1 SCOPE OF ADDITIONAL WORK AND SERVICES AND SCHEDULE OF PERFORMANCE Consultant will provide the services outlined in the original Agreement/ContractA53583-2 and the Additional Services outlined in the attached for the Palm Mountain Resort and Spa, Project 5.1162-PD-342 the redevelop of an exisling 55-year old 120-room hotel into a renovated 194-room two and three-story hotel on 2.8 acres at 155 South Belardo Road, Zone R3, Section 15. In addition to the previously approved Scope of Work, LSAwill complete the following efforts: 1. Attend two additional Planning Commission Meetings 2. Prepare two additional Draft Planning Commission Reports 3. Prepare for meetings/telephone conferences, etc. 5.1162 Palm Mountain Resort and Spa—LSA Associates,Inc.Amendment#1 to Contract#2 Page 4 of 5 EXHIBIT "B" —AGREEMENT#2, AMENDMENT #1 SCHEDULE OF COMPENSATION Client agrees to compensate Consultant for such services as shown below, and Consultant will complete all work outlined in the original Agreement/Contract and those listed as Additional Services in accordance with the fee schedule identified below and will invoice Client accordingly_ As this project has developed in unexpected directions, the budget has expanded and will require $3,000.00 in order to complete the work described above. LSA will not exceed this estimate without the City's prior written authorization. Cost to complete contract and additional services $ 3,000.00 5.1162 Palm Mountain Resort and Spa—LSA Associates,Inc.Amendment#1 to Contract#2 Page 5 of 5 CITY OF PALM SPRINGS CONTRACT SERVICES AGREEMENT #2 FOR: Focused Entitlement and Contract Planning Services for Palm Mountain Resort, Project No. 5.1162-PD-342 THIS CONTRACT SERVICES AGREEMENT (herein "Agreement"), is made and entered into this kloyiu bbK �b 2007, by and between the CITY OF PALM SPRINGS, a municipal corporation, (herein"City")and LSA ASSOCIATES, INC. (herein"Contractor"). (Theterm Contractor includes professionals performing in a consulting capacity.) The parties hereto agree as follows: 1.0 SERVICES OF CONTRACTOR 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, the Contractor shall provide those services specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference, which services may be referred to herein as the "services" or "work" hereunder. As a material inducement to the City entering into this Agreement, Contractor represents and warrants that Contractor is a provider of first class work and services and Contractor is experienced in performing the work and services contemplated herein and, in light of such status and experience, Contractor covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be of good quality, fit for the purpose intended. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. 1.2 Contractor's Proposal. The Scope of Service shall include the Contractor's proposal or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern. 1.3 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency having jurisdiction in effect at the time service is rendered. 1.4 Licenses, Permits, Fees and Assessments Contractor shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Contractor's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless 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 Contract, Contractor warrants that Contractor(a) has thoroughly investigated and considered the scope of services to be performed, (b) has carefully considered how the services should be performed, and (c) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Contractor warrants that Contractor has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Contractor discover any latent or unknown conditions,which will materially affect the performance of the services hereunder,Contractor shall immediately inform the City of such fact and shall not proceed except at Contractor's risk until written instructions are received from the Contract Officer. 1.6 Care of Work. The Contractor shall adopt reasonable methods during the life 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 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 carry out the purposes of this Agreement. Unless hereafter specified, neither parry shall be responsible for the service of the other. 1.8 Additional Services. City shall have the right at any time during the performance of the services,without invalidating this Agreement,to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Contractor, incorporating therein any adjustment in (i) the Contract Sum, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor. Any increase in compensation of up to ten percent(10%)of the Contract Sum may be approved by the Contract Officer as may be needed to perform any extra work. Any greater increases, taken either separately or cumulatively must be approved by the City Council. It is expressly understood by Contractor that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services or reasonably contemplated therein, regardless of whether the time or materials required to complete any work or service identified in the Scope of Work exceeds any time or material amounts or estimates provided therein.. 1.9 Special Requirements. Additional terms and conditions of this Agreement,if any, which are made a part hereof are set forth in the"Special Requirements"attached hereto as Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit"B" and any other provisions of this Agreement, the provisions of Exhibit"B"shall govern. 1 A 0 Responsible to City. Contractor acknowledges and agrees that the work and services the Contractor will produce for the City, including any initial study, screen check draft environmental impact report, draft environmental Impact report, and final environmental impact report, will be prepared in strict and full compliance with the California Environmental Quality Act and the Environmental Quality Act Guidelines (collectively, the "Law"). Contractor further acknowledges and agrees that, consistent with the requirements of the Law, all documents that Contractor prepares must reflect the independent judgment of the City. All work performed and all work product produced shall be subject to review, revision, and approval of the Contract Officer and the final environmental impact report, including the draft environmental impact report, comments thereto, and all related responses to comments, will be subject to approval by the City Council. In addition, Contractor shall not meet with or discuss the work, services, or the contents of any work product with the applicant or a representative of the applicant without the express approval of the Contract Officer nor shall the Contractor take direction from the applicant or the applicant's representative. 2.0 COMPENSATION 2.1 Contract Sum. For the services rendered pursuant to this Agreement, the Contractor shall be compensated In accordance with the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference, but not exceeding the maximum contract amount of TWENTY THOUSAND AND N0/100 DOLLARS ($20,000.00) herein "Contract Sum"), except as provided in Section 1.8. The method of compensation may include: (i) a lump sum payment upon completion, (ii) payment in accordance with the percentage of completion of the services, (nl) payment for time and materials based upon the Contractor's rates as specified in the Schedule of Compensation, but not exceeding the Contract Sum or(iv)such other methods as may 5 1162-PI)-342—Palm Mountain Resort—LSA Associates Contract 02 Page 2 of 97 be specified in the Schedule of Compensation. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expense, transportation expense approved by the Contract Officer in advance, and no other expenses and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Contractor at all project meetings reasonably deemed necessary by the City; Contractor shall not be entitled to any additional compensation for attending said meetings. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Contractor anticipates, that Contractor shall not be entitled to additional compensation therefore,and the provisions of Section 1.8 shall not be applicable for such services. THE MAXIMUM AMOUNT OF CITY'S OBLIGATION UNDER THIS SECTION 2.1 IS THE AMOUNT SPECIFIED HEREIN. IF THE CITY'S MAXIMUM OBLIGATION IS REACHED BEFORE THE CONTRACTOR'S SERVICES UNDER THIS AGREEMENT ARE COMPLETED, CONTRACTOR WILL NEVERTHELESS COMPLETE THE SERVICES WITHOUT LIABILITY ON THE CITY'S PART FOR FURTHER PAYMENT BEYOND THE MAXIMUM AMOUNT. 2.2 Method of Payment. Unless some other method of payment is specified in the Schedule of Compensation, in any month in which Contractor wishes to receive payment, no later than the first (1st) working day of such month, Contractor shall submit to the City in the form approved by the City's Director of Finance, an invoice for services rendered with supporting documents for reimbursable expenses prior to the date of the invoice. Except as provided in Section 7.3. City shall pay Contractor for all expenses stated thereon which are approved by City pursuant to this Agreement no later than the last working day of the month. 3.0 PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 32 Schedule of Performance. Contractor shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the"Schedule of Performance"attached hereto as Exhibit"D", if any, and incorporated herein by this reference. When requested by the Contractor, extensions to the time period(s)specified in the Schedule of Performance may be approved in writing by the Contract Officer, but not exceeding (Refer to Exhibit "D" Highly Aggressive Schedule). 3.3 Force Maieure. The time period(s)specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Contractor shall within ten (10)days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Contractor be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Contractor's sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term. Unless earlier terminated in accordance with Section 7.8 of this Agreement,this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1)year from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit"D"). 5 1162-PO.342—Palm Mountain Resort—LSA Associates Contract#2 Page 3 of 17 4.0 COORDINATION OF WORK 4.1 Representative of Contractor. The following principals of Contractor are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: Mr. Lyn Calerdine, Principal in Charge Mr. Grant Wilson, AICP, Senior Planner and Project Manager Mr. George Foscardo, AICP, Senior Planner LSA ASSOCIATES, INC. 760-416-2075 Phone — 760-416-3065 Fax E-Mail: Lyn.Calerdine@Isa-assoe.com It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder. For purposes of this Agreement, the foregoing principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City. 42 Contract Officer. The Contract Officer shall be such person as may be designated by the City Manager of City It shall be the Contractor's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor shall refer any decisions which must be made by 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 Assignment. The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Contractor shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise,without the prior written approval of 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 Contractor, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City. The City's policy is to encourage the awarding of subcontracts to persons or entities with offices located within the jurisdictional boundaries of the City of Palm Springs and, if none are available, to persons or entities with offices located in the Coachella Valley ("Local Subcontractors"). Contractor hereby agrees to use good faith efforts to award subcontracts to Local Subcontractors, if Local Subcontractors are qualified to perform the work required. In requesting for the City to consent to a subcontract with a person or entity that is not a Local Subcontractor, the Contractor shall submit evidence to the City that such good faith efforts have been made or that no Local Subcontractors are qualified to perform the work. Said good faith efforts may be evidenced by placing advertisements inviting proposals or by sending requests for proposals to selected Local Subcontractors. The City may consider Contractor's efforts in determining whether it will consent to a particular subcontractor. Contractor shall keep evidence of such good faith efforts and copies of all contracts and subcontracts hereunder for the period specified in Section 6.2. 5 1152-PP-342—Palm Mountain Resort—LSA Associates Gontraot#2 Page 4 of 17 4.4 Indeoendent Contractor. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees, perform the services required herein, except as provided in Section 1.10 or otherwise set forth in this Agreement City shall have no voice in the selection, discharge, supervision or control of Contractor's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Contractor shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor 5.0 INSURANCE, INDEMNIFICATION AND BONDS 5.1 Insurance. The Contractor shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of Insurance- (a) Commercial General Liability Insurance. A policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of a least $1,000,000 bodily injury and property damage including coverages for contractual liability, personal injury, independent contractors, broad form property damage, products and completed operations. The Commercial General Liability Policy shall name the City of Palm Springs as an additional insured in accordance with standard ISO additional insured endorsement form CG20101185 or equivalent language. The Commercial General Liability Insurance shall name the City, its officers,employees and agents as additional insured (b) Worker's Compensation Insurance A policy of workers'compensation insurance in an amount which fully complies with the statutory requirements of the State of California and which includes S1,000,000 employer's liability. (c) Business Automobile Insurance. A policy of business automobile liability insurance written on a per occurrence basis with a single limit liability in the amount of$1,000,000 bodily injury and property damage, Said policy shall include coverage for owned, non-owned, leased and hired cars. (d) Additional Insurance. Additional limits and coverages, which may include professional liability insurance, will be specified in Exhibit"B". All of the above policies of insurance shall be primary insurance. (Reference Section 5.4 regarding sufficiency.) The insurer shall waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents, and their respective insurers. In the event any of said policies of insurance are canceled,the Contractor shall, prior to the cancellation date,submit new evidence of insurance in conformance with this Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Contractor has provided the City with Certificates of Insurance, endorsements or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance, endorsements,or binders are approved by the City. The contractor agrees that the provisions of this Section 5.1 shall not be construed as limiting in any way the extent to which the Contractor may be held responsible for the payment of damages to any persons or property resulting from the Contractor's activities or the activities of any person or person for which the Contractor is otherwise responsible. In the event the Contractor subcontracts any portion of the work in compliance with Section 4.3 of this Agreement the contract between the Contractor and such subcontractor shall require the subcontractor to maintain the same polices of insurance that the Contractor is required to maintain pursuant to this Section. 5 1162-Po-342—Paim Mountain Resort—LSA.Associates Contract#2 Page 5 of 17 5.2 Indemnification. Contractor agrees to indemnify the City, its officers,agents and employees against, and will hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations,errors, omissions or liabilities, (herein"claims or liabilities")that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities of Contractor, its agents,employees,subcontractors, or invitees, provided for herein,or arising from the negligent acts or omissions of Contractor hereunder, or arising from Contractor's negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, but excluding such claims or liabilities arising from the sole negligence or willful misconduct of the City, its officers, agents or employees, who are directly responsible to the City, and in connection therewith: (a) Contractor will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; (b) Contractor will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Contractor hereunder, and Contractor agrees to save and hold the City, its officers, agents, and employees harmless therefrom, (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys'fees. 5.3 Performance Bond. Concurrently with execution of this Agreement, Contractor shall deliver to City a performance bond in the sum of the amount of this Agreement, in the form provided by the City Clerk,which secures the faithful performance of this Agreement, unless such requirement is waived by the Contract Officer. The bond shall contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his power of attorney The bond shall be unconditional and remain in force during the entire term of the Agreement and shall be null and void only if the Contractor promptly and faithfully performs all terms and conditions of this Agreement. 5.4 Sufficiency of Insurer or Surety. Insurance or bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "B"or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, unless such requirements are waived by the City Manager or designee of the City ("City Manager")due to unique circumstances. 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 Contractor agrees that the minimum limits of the insurance policies and the performance bond required by this Section 5 may be changed accordingly upon receipt of written notice from the City Manager or designee; provided that the Contractor shall have the right to appeal a determination of increased coverage by the City Manager to the City Council of City within ten (10) days of receipt of notice from the City Manager. 6.0 REPORTS AND RECORDS 6.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Contractor hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or 5 1162-PC-342—Palm Mountain Resort—LSA Associaies Contract#2 Page 6 of 17 events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Contractor is providing design services, the cost of the project being designed, Contractor shall promptly notify the Contract Officer of said fact,circumstance,technique or event and the estimated increased or decreased cost related thereto and, if Contractor is providing design services,the estimated increased or decreased cost estimate for the project being designed 6.2 Records. Contractor shall keep, and require subcontractors to keep, such books and records as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained fora period of three(3)years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. 6.3 Ownership of Documents. All drawings, specifications, reports, records, documents and other materials prepared by Contractor, its employees,subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Contractor shall have no claim far 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 uncompleted documents without specific written authorization by the Contractor will be at the City's sole risk and without liability to Contractor, and the City shall indemnify the Contractor for all damages resulting therefrom. Contractor may retain copies of such documents for its own use Contractor shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Contractor fails to secure such assignment,Contractor shall indemnify City for all damages resulting therefrom 6.4 Release of Documents. The drawings, specifications, reports, records, documents and other materials prepared by Contractor in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 7.0 ENFORCEMENT OF AGREEMENT 7.1 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 Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 7.2 Disputes. In the event of any dispute arising under this Agreement,the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefore. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10) days of service of such notice and completes the cure of such default within forty-five (45) days after service of the notice, or such longer period as may be permitted by the injured party, provided that if the default is an immediate danger to the health, safety and general welfare, such immediate action may be necessary. Compliance with the provisions of this Section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City's or the Contractor's right to terminate this Agreement without cause pursuant to Section 7.8. 7.3 Retention of Funds. Contractor hereby authorizes City to deduct from any amount payable to Contractor (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any 5 1162-PD-342—Palm Mountain Resort—LSA Associates Contract#2 Page 7 of 17 losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Contractor's acts or omissions in performing or failing to perform Contractor's obligation under this Agreement In the event that any claim is made by a third party, the amount or validity of which is disputed by Contractor, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Contractor to insure, indemnify, and protect City as elsewhere provided herein. 7.4 Waiver. No delay or omission in the exercise of any right or remedy by a non- defaulting party on any default shall impair such right or remedy or be construed as a waiver. A parry's consent to or approval of any act by the other party requiring the parry's consent or approval shall not be deemed to waive or render unnecessary the other pary's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 7.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default,to compel specific performance of this Agreement,to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 7.7 Liquidated Damages. Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement,the Contractor and its sureties shall be liable for and shall pay to the City the sum of (waived — see Exhibit "B") as liquidated damages for each working day of delay in the performance of any service required hereunder, as specified in the Schedule of Performance(Exhibit"D"). The City may withhold from any monies payable on account of services performed by the Contractor any accrued liquidated damages. 7.8 Termination Prior to Expiration of Term. This Section shall govern any termination of this Agreement except as specifically provided in the following Section fortermination for cause. The City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty(30)days'written notice to Contractor,except that where termination is due to the fault of the Contractor, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Contractor reserves the right to terminate this Agreement at any time upon, with or without cause, upon sixty (60) days' written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Contractor may determine Upon receipt of any notice of termination, Contractor shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Contractor has initiated termination, the Contractor shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Contractor has initiated termination, the Contractor shall be entitled to compensation only forthe reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2. 79 Termination for Default of Contractor. If termination is due to the failure of the Contractor to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or 5 1162•13D-342—Palm Mountain Resort—LSA Associates Contract#2 Page 8 of 17 otherwise, and the Contractor shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Contractor for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 7.10 Attorneys'Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action,taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. 8.0 CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Contractor, 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 Contractor or to its successor, or for breach of any obligation of the terms of this Agreement. 8.2 Conflict of Interest. No officer or employee of the 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 is, directly or indirectly, interested, in violation of any State statute or regulation. The Contractor warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 8.3 Covenant Against Discrimination. Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the performance of this Agreement Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin, or ancestry 9.0 MISCELLANEOUS PROVISIONS 9.1 Notice. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other parry or any other person shall be in writing and either served personally or sent by prepaid,first-class mail, in the case of the City, to the City Manager and to the attention of the Planning Services Director, CITY OF PALM SPRINGS, P.O. Box 2743,Palm Springs, California 92263, and in the case of the Contractor,to the person at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section. 9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language usea and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 9.3 Integration; Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between 5 1162-PD-342—Palm Mountain Resort—LSA Associates Contract#2 Page 9 of 17 the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 9.4 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 9.5 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that(1) such party is duly organized and existing, (ii)they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party Is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. IN WITNESS WHEREOF,the parties have executed and entered Into this Agreement as of the date first written above. CITY OF PALM SPRINGS ATTEST: a municipal corporation 71erk David H Ready City Manager �. APPROVE QS TO FORM Not To Exceed 8 Without The pre s Written x By. Authorization Of The City Manager. City Attornty APPROVED BY CITY COUNCIL �\•\ •v (contractor signatures appear on following page) 5.1162-PD-342—Palm Mountain Resort—LSA Associates Contract#2 Page 10 of 17 CONTRACTOR: LSA ASSOCIATES, INC. Check One. 901 East Tahquitz Canyon Way#A-200 _Individual_Partnership x Corporation Palm Springs, CA 92262 Corporations require two notarized signatures, one from A and one from B: A. Chairman of Board, President, or any Vice President. and B. Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or hief Financial Officer). By: By: Signature (notarized) Sign re (n anzed) Name: �—p Name�1�OV-5- ldgy�-7 Title Sf p Title: //11�� Address: 20 /w�, �} Address. ,0,q-4F-,Z State of 4 State of F�2R County of O ss County of _ Zf-, Iss / J On before me, On before me r 177rzr -, personally personally appeared -Q0k—lz 'um0 ll dppe""ared i i personally known to me{ar pravto rt personally known to me (.Q%praved--te--rxte-errthe beais -ratio a teiFy deFlc-)to be the person(&) to be the person(&} whose name(S•) is/are subscribed to the within whose name(•&) is/are subscribed to the within instrument and acknowledged to me that Instrument and acknowledged to me that he/she/they he%sk>ebthey executed the same in his/k{erdtkeir executed the same in his/heiltheic authorized authorized capacity(ies), and that by hisHier 0veir capacity(iea),and that by his/her/therrsignaturel on signature(&) on the instrument the person(&} or the instrument the person(&}, or the entity upon the entity upon behalf of which the person(s) behalf of which the person(s)-acted, executed the acted, executed the instrument. instrument. WITNESS my hand and official seal. WITNESS my hand and official seal. Notary � [ � Notary �- / Signature: �!/f✓�f �/ / � Slgnatu s _ Notary Seal Notary Seal: IERESITA DE LA CRUZ Cemlrllulon N 1573376 TERESItA DE IA CRUZ Notary wwlc-California S COMMWion 1573376 Orange County 2 •'` NOtOry Public-California MVCamm.10""Moy20,2 Orange County MYComm.Ill"2Q2009 5.1162-PD-342—Palm Mountain Resort—LSA Associates Contract#2 Page 11 of 17 EXHIBIT "A" PROJECT UNDERSTANDING AND SCOPE OF SERVICES Consultant agrees to perform the following Scope of Services for Focused Entitlement and Contract Planning Services for the Palm Mountain Resort Project 5 1162-PD-342. Project Understanding The proposed project entails the demolition of certain structures at the Palm Mountain Resort and Spa and the construction of new structures for the expansion of lodging and administration functions associated with the resort on the 2.77-acre parcel between Belardo and Cahuilla Roads south of Tahquitz Canyon Way. The project will involve the following improvements: • Amend the General Plan to allow 70 hotel units per acre Re-zone the parcel to PDD Overlay (Planned Development over Central Business District) Total room count of 194 in multiple buildings of two to three stories each (35 feet) • Reduction of space dedicated to ancillary uses from 11,000 to 1,500 square feet • Reduction of overall site coverage from 28% to 24% City approvals of this project will include Architectural Review, Conceptual Site Plan approval or equivalent, sign plan approval, PDD approval, and General Plan Amendment. In addition, the City must approve the environmental document. The City may identify additional procedural steps, as necessary. Data to be Provided by Applicant Prior to commencing major work, the applicant must provide the City and LSA with a detailed project description, including the following Project location and parcel map Existing site topography as available • Proposed project characteristics including conceptual site plan, description of building improvements (square feet, number of stories, etc), outdoor improvements, parking lots with number of spaces, conceptual landscape plan, proposed sign program, proposed modifications to existing buildings Proposed project entitlement actions: General Plan Amendment, site plan approval, architectural approval, etc. Data to be provided by the City We assume that the City will provide LSA with the following information, Approved project description Approved technical studies • City standard mailing list Examples of City documents and formats Review and comment regarding LSA products LSA SCOPE OF SERVICES Project Management, Coordination, and Administration LSA will perform project management duties for the planning component of the project to assure a cost efficient and quality process. The City will oversee the application process and serve as the conduit of information between applicant and LSA. In particular, LSA will do the following. Manage the project and track status; identify issues, coordinate resolution Prepare and maintain project schedule Prepare public notices as required and maintain the project distribution list. Note this scope assumes that any newspaper advertisements or mailings will be performed by the City, except as noted below. If requested to perform this task, LSA can pay for such advertisements or mailings with direct costs reimbursement. Prepare draft and final project staff reports for the Architectural Advisory Committee, Planning Commission, and the City Council Prepare monthly project documentation and Invoicing LSA will take a proactive approach to ensure the timely resolution of issues. Note! this budget assumes that the project will extend no longer than five months. If the project extends further, then the budget for project management will require adjustment for additional meetings, monthly documentation, etc. The budget assumes one presentation before the City Council, potentially two presentations before the Planning Commission, and potentially two presentations before the Architectural Review Committee. Attendance at additional meetings will be charged according to LSA's standard hourly rates (attached). Time is of the Essence LSA recognizes that lodging uses, with their associated transient occupancy taxes, are extremely important to local government finances, and that time is of the essence in completing this work. Critical Focus on Technical Studies Based upon our review of available data, LSA suggests that, early on, the City, the applicant and LSA focus on identifying the requirement and the scope of work for any additional technical studies, as the critical path leads through these efforts. We suggest that City staff with applicable expertise attend any such meeting in order to reach consensus on the need for, scope, and schedule of any such studies. Coordination with City of Palm Springs As necessary, LSA will prepare for and attend monthly project team meetings with the City and applicant regarding planning and environmental processing of documents, resolution of issues, strategy development, etc. LSA will coordinate with affected departments of the City via attendance at meetings as well as direct contact. Concerns and issues expressed by agency representatives will be documented to ensure that expressed concerns are recorded and addressed. Furthermore, the appropriate City departments, such as Fire, Police, Building, and Engineering, will provide LSA with pertinent conditions of approval for inclusion in the reports as they move forward Generate Staff Reports LSA will prepare the Planning Commission and City Council staff reports per City standards and 5 1152-PO-342—Palm Mountain Resort-LSA Associates Contract#2 Page.13 of 17 format. The City will provide LSA with sample documents to use in ensuring adherence to those formats. LSA understands that the Architectural Review Committee does not require a staff report. The staff reports will include several components: Project Description Analysis of project in light of General Plan and Zoning Ordinance including applicable findings and architectural guidelines A recommendation for certification of the environmental review, a recommendation for approval/denial (with approval subject to review by Planning Director if requested) A recommendation for conditions of approval (if applicable) Comments received from the Public and the Planning Commission, with responses as appropriate Findings of Fact for approval or denial Amended Recommendations and Findings as directed by the Planning Commission if appropriate • Resolutions and Ordinances as required 5 1162-PD342—Palm Mountain Resort—LSA Associates Contract#2 Page 14 of 17 EXHIBIT "B" SPECIAL REQUIREMENTS City hereby waives Section 5.3 as a requirement of this Agreement. City hereby waives Section 7.7 as a requirement of this Agreement. 5 1162-PD-342—Palm Mountain Resort—LSA Associates Contract#2 Page 15 of 17 EXHIBIT "C" SCHEDULE OF COMPENSATION Client agrees to compensate Consultant for such services as shown below. Consultant shall complete the work outlined above in accordance with the fees schedule identified below and shall invoice Client on a monthly basis on the percentage of completion. Consultant proposes to accomplish these tasks on an hourly basis consistent with the billing rates. The following summarizes the proposed tasks described above. BUDGET SUMMARY LSA proposes to accomplish these tasks on an hourly basis consistent with the frm's standard billing rates Following is a summary of the proposed tasks described above: Task Estimated Budget Project management, meeting attendance and administration $ %000.00 Architectural Committee meetings 2,500,00 Planning Commission staff report and meeting 6,000.00 City Council staff report and meeting 3,500.00 Total estimated budget $ 20,000.00 Note: This budget assumes that the City and/or applicant will pay all necessary filing fees (e.g., Fish and Game fee at the time of filing of the Notice of Determination), and the City will pay for any necessary public notices. This budget will not be exceeded without the express approval of the City of Palm Springs. LSA can conduct authorized additional tasks not included in the above scope of work on a time and materials basis according to the attached rates. LSA IN-HOUSE DIRECT EXPENSES j Unit Cost Reproduction I $0.10 per page Color Reproduction (8.5 x 11) $1.00 per page Color Reproduction_(11 x 17) $3,00 per page Mileage Road _ $0,485 per mile Off-Road _ $0.635 per mile Facsimile W _ $1 00 per page CD Production -_ $5.00per CO Plotting $5.00_per linear ft. Diazo Printing $0.20 per sq. ft. Film (developing billed separately as a direct cost) $5.00 per roll Disposable camera and film (developing billed separately as a $10.00 per camera direct costZ_ _ m Search of S ecialized Data Bases $100.00 per in uiry GPS Unit $1DO.DD erda Aerial Photos $200.00 per photo Supporting documents for all reimbursables with be provided with invoices and shall not exceed$2,000.00. 5 1162-PD-342-Palm Mountain Reson-LSA Associates Contract#2 Page 16 of 17 EXHIBIT "D" SCHEDULE OF PERFORMANCE The following table shows typical durations of the primary steps listed above. Note that certain LSA tasks are particularly subject to the critical path of tasks outside the firm's purview. For example, completion of the Initial Study is subject to the availability of various technical studies. Critical Path Task Responsibility Time Length 1. Notice to proceed I City n/a 2 Meeting with City and Applicant I LSA n/a 3. Issue Resolution: GPA Approach, Traffic All 1-2 weeks Approach, Biological Resources, Cultural Resources 4. Preparation of Traffic Impact Analysis LSA 2-3 weeks 5. Preparation of Initial Study (after review and LSA 2-3 weeks approval of all technical studies 6. Lead Agency review (City) City 1-2 weeks 7. Prepare Distribution List LSA (with input from 1 week (in parallel Cit and A licant) with Ste 5). 8. Revise Initial Study per City comments LSA 2 days 9 Posting and circulation of Notice of Intent Gity ._. 3-4 weeks (20 day (NOI) minimum County Clerkposting) 10. Architectural Review meeting City During IS/MND review period 11. Planning Commission Staff Report LSA 3 weeks during preparation, review, and revision IS/MND review period 12, Planning Commission meeting City Per calendar 13, Preparation and recirculation of MND (if LSA One month necessary) 14. Preparation of City Council Staff Report, LSA 2 weeks review, and revision 15. City Council meeting City One month (for scheduling) 16. Architectural Review Meeting (post- City One month entitlement 17. Planning Commission Meeting (post- City One month entitlement A number of tasks can be accomplished concurrently. For example, staff report preparation and review generally takes place during the period between scheduled hearings and, generally, can be achieved within that span of time. The exception is when a project is of particular political sensitivity, and reports require sequential review by such atypical staff as the City Attorney or City Manager. The degree to which the project is sensitive to particular interests should come to light early in the process, and a more solid schedule will become apparent. 5 1162-PD-342-Palm Mountain Resort-LSA Associates Contract#2 Page 17 of 17 CITY OF PALM SPRINGS CONTRACT SERVICES AGREEMENT#1 Environmental Review Services and Technical Studies for Palm Mountain Resort, Project No. 5.1162-PD-342 THIS CONTRACT SERVICES AGREEMENT(herein "Agreement"), is made and entered into this �NDVQMW \b , 2007, by and between the CITY OF PALM SPRINGS, a municipal corporation,(herein"City")and LSA ASSOCIATES,INC.(herein"Contractor'). (The term Contractor includes professionals performing in a consulting capacity.) The parties hereto agree as follows: 1.0 SERVICES OF CONTRACTOR 1.1 Scope ofServices. In compliance with all terms and conditions of this Agreement, the Contractor shall provide those services specified in the"Project Understanding and Scope of Services"attached hereto as Exhibit"A"and incorporated herein bythis reference,which services may be referred to herein as the"services"or"work"hereunder. As a material inducement to the City entering into this Agreement, Contractor represents and warrants that Contractor is a provider of first class work and services and Contractor is experienced in performing the work and services contemplated herein and, in light of such status and experience, Contractor covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be of good quality,fit for the purpose intended. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. 1.2 Contractor's Proposal. The Scope of Service shall include the Contractor's proposal or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement,the terms of this Agreement shall govern. 1.3 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency having jurisdiction in effect at the time service is rendered. 1.4 Licenses, Permits. Fees and Assessments. Contractor shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Contractors performance of the 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 Contract, Contractor warrants that Contractor(a)has thoroughly investigated and considered the scope of services to be performed, (b) has carefully considered how the services should be performed, and (c)fully understands the facilities,difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Contractor warrants that Contractor has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Contractor discover any latent or unknown conditions,which will materially affect the performance of the services hereunder, Contractor shall immediately inform the City of such fact and shall not proceed except at Contractor's risk until written instructions are received from the Contract Officer. 01>;1G f s ; Ir 5.1162-Po-342- Palm Mountain Resort—LSA Associates Contract 1 of 19 1.6 Care of Work. The Contractor shall adopt reasonable methods during the life 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 lasses ordamages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence. 1.7 Further Res onsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. 1.8 Additional Services. City shall have the right at anytime during the performance of the services,without invalidating this Agreement,to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Contractor, incorporating therein any adjustment in (i) the Contract Sum, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor. Any increase in compensation of up to ten percent(10%)of the Contract Sum may be approved by the Contract Officer as may be needed to perform any extra work. Any greater increases, taken either separately or cumulatively must be approved by the City Council. It is expressly understood by Contractor that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services or reasonably contemplated therein, regardless of whether the time or materials required to complete any work or service identified in the Scope of Work exceeds any time or material amounts or estimates provided therein.. 1.9 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the"Special Requirements"attached hereto as Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit "B" and any other provisions of this Agreement, the provisions of Exhibit "B" shall govern. 1.10 Responsible to City. Contractor acknowledges and agrees that the work and services the Contractor will produce for the City, including any initial study, screen check draft environmental impact report, draft environmental impact report, and final environmental impact report,will be prepared in strict and full compliance with the California Environmental Quality Act and the Environmental Quality Act Guidelines(collectively,the"Law"). Contractor further acknowledges and agrees that, consistent with the requirements of the Law, all documents that Contractor prepares must reflect the independent judgment of the City. All work performed and all work product produced shall be subject to review, revision, and approval of the Contract Officer and the final environmental impact report, including the draft environmental impact report,comments thereto,and all related responses to comments, will be subject to approval by the City Council. In addition, Contractor shall not meet with or discuss the work, services, or the contents of any work product with the applicant or a representative of the applicant without the express approval of the Contract Officer nor shall the Contractor take direction from the applicant or the applicant's representative. 2.0 COMPENSATION 2.1 Contract Sum. For the services rendered pursuant to this Agreement, the Contractor shall be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit "D" and incorporated herein by this reference, but not exceeding the maximum contract amount of FOURTEEN THOUSAND FIVE HUNDRED AND NO/100 DOLLARS ($14,500.00) herein "Contract Sum"), except as provided in Section 1.8. The method of compensation may include: (i)a lump sum payment upon completion, (ii)payment in accordance with the percentage of completion of the services, (iii) payment for time and materials based upon the Contractor's rates as specified in the Schedule of Compensation, but not exceeding the Contract Sum or (iv) such other methods as may be specified in the Schedule of Compensation. Compensation may include reimbursement for actual and necessary expenditures for reproduction 5.1162-PD-342- Palm Mountain Resort-LSA Associates Contract 2 of 19 costs,telephone expense, transportation expense approved by the Contract Officer in advance,and no other expenses and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Contractor at all project meetings reasonably deemed necessary by the City; Contractor shall not be entitled to any additional compensation for attending said meetings. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Contractor anticipates, that Contractor shall not be entitled to additional compensation therefore, and the provisions of Section 1.8 shall not be applicable for such services. THE MAXIMUM AMOUNT OF CITY'S OBLIGATION UNDER THIS SECTION 2.1 IS THE AMOUNT SPECIFIED HEREIN. IF THE CITY'S MAXIMUM OBLIGATION IS REACHED BEFORE THE CONTRACTOR'S SERVICES UNDER THIS AGREEMENT ARE COMPLETED, CONTRACTOR WILL NEVERTHELESS COMPLETE THE SERVICES WITHOUT LIABILITY ON THE CITY'S PART FOR FURTHER PAYMENT BEYOND THE MAXIMUM AMOUNT. 2.2 Method_of Payment. Unless some other method of payment is specified in the Schedule of Compensation, in any month in which Contractor wishes to receive payment, no later than the first (1st) working day of such month, Contractor shall submit to the City in the form approved by the City's Director of Finance, an invoice for services rendered with supporting documents for reimbursable expenses prior to the date of the invoice. Except as provided in Section 7.3, City shall pay Contractor for all expenses stated thereon which are approved by City pursuant to this Agreement no later than the last working day of the month. 3.0 PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. Contractor shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s)established in the"Schedule of Performance"attached hereto as Exhibit"C", if any, and incorporated herein by this reference. When requested by the Contractor, extensions to the time period(s)specified in the Schedule of Performance may be approved in writing by the Contract Officer, but not exceeding (Refer to Exhibit"C"). 3.3 Force�eure. The time period(s)specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Contractor shall within ten (10)days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Contractor be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Contractor's sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term. Unless earlier terminated in accordance with Section 7.8 of this Agreement,this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1)year from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit"C"). 5.1162-PD-342- Palm Mountain Resort—LSA Associates Ccntract 3 of 19 4.0 COORDINATION OF WORK 4.1 Representative of Contractor. The following principals of Contractor are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: Mr. Lyn Calerdine, Principal in Charge Mr. Grant Wilson, AICP, Senior Planner and Project Manager Mr. George Foscardo, AICP, Senior Planner LSA ASSOCIATES, INC. 760-416-2075 Phone -760-416-3066 Fax E-Mail: Lyn.Calerdine@lsa-assoc.com It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial Inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder. For purposes of this Agreement, the foregoing principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City. 4.2 Contract Officer. The Contract Officer shall be such person as may be designated by the City Manager of City. It shall be the Contractor's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor shall refer any decisions which must be made by 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 Assignment. The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Contractor shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein maybe transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law,whether for the benefit of creditors or otherwise, without the prior written approval of 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 Contractor, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City. The City's policy is to encourage the awarding of subcontracts to persons or entities with offices located within the jurisdictional boundaries of the City of Palm Springs and, if none are available,to persons or entities with offices located in the Coachella Valley("Local Subcontractors"). Contractor hereby agrees to use good faith efforts to award subcontracts to Local Subcontractors, If Local Subcontractors are qualified to perform the work required. In requesting for the City to consent to a subcontract with a person or entity that is not a Local Subcontractor, the Contractor shall submit evidence to the City that such good faith efforts have been made or that no Local Subcontractors are qualified to perform the work. Said good faith efforts may be evidenced by placing advertisements inviting proposals or by sending requests for proposals to selected Local Subcontractors. The City may consider Contractor's efforts in determining whether itwill consent to a particular subcontractor. Contractor shall keep evidence of such good faith efforts and copies of all contracts and subcontracts hereunder for the period specified in Section 6.2. 4.4 Independent Contractor. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees, perform the 5.1162-PD-342- Palm Mountain Resort-LSA Associates Contract 4 of 19 services required herein, except as provided in Section 1.10 or otherwise set forth in this Agreement. City shall have no voice in the selection, discharge, supervision or control of Contractor's employees,servants, representatives or agents,or in fixing their number,compensation or hours of service. Contractor shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor. 5.0 INSURANCE, INDEMNIFICATION AND BONDS 5.1 Insurance. The Contractor shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance: (a) Commercial General Liabilily Insurance. A policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of a least $1,000,000 bodily injury and property damage including coverages for contractual liability, personal injury, independent contractors, broad form property damage, products and completed operations. The Commercial General Liability Policy shall name the City of Palm Springs as an additional insured in accordance with standard ISO additional insured endorsement form CG2010(1185)or equivalent language. The Commercial General Liability Insurance shall name the City, its officers,employees and agents as additional insured- (b) Worker's Compensation Insurance. A policy of workers'compensation insurance in an amount which fully complies with the statutory requirements of the State of California and which includes $1,000,000 employer's liability. (c) Business Automobile Insurance. A policy of business automobile liability insurance written on a per occurrence basis with a single limit liability in the amount of$1,000,000 bodily injury and property damage, Said policy shall include coverage for owned, non-owned, leased and hired cars. (d) Additional Insurance. Additional limits and coverages, which may include professional liability insurance, will be specified in Exhibit"B". All of the above policies of insurance shall be primary insurance. (Reference Section 5.4 regarding sufficiency.) The insurer shall waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents, and their respective insurers. In the event any of said policies of insurance are canceled,the Contractor shall, prior to the cancellation date,submit new evidence of insurance in conformance with this Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Contractor has provided the City with Certificates of Insurance, endorsements or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance, endorsements, or binders are approved by the City. The contractor agrees that the provisions of this Section 5.1 shall not be construed as limiting in any way the extent to which the Contractor may be held responsible for the payment of damages to any persons or property resulting from the Contractor's activities or the activities of any person or person for which the Contractor is otherwise responsible. In the event the Contractor subcontracts any portion of the work in compliance with Section 4.3 of this Agreement the contract between the Contractor and such subcontractor shall require the subcontractor to maintain the same polices of insurance that the Contractor is required to maintain pursuant to this Section. 5.2 Indemnification. Contractor agrees to indemnify the City, its officers,agents and employees against, and will hold and save them and each of them harmless from, any and all actions,suits, claims, damages to persons or property, losses,costs, penalties, obligations, errors, omissions or liabilities,(herein"claims or liabilities")that may be asserted or claimed by any person, 5.1162-PP-342- Palm Mountain Resort—LSA Associates Contract 5 of 19 firm or entity arising out of or in connection with the negligent performance of the work,operations or activities of Contractor, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the negligent acts or omissions of Contractor hereunder, or arising from Contractor's negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, but excluding such claims or liabilities arising from the sole negligence or willful misconduct of the City, its officers, agents or employees, who are directly responsible to the City, and in connection therewith: (a) Contractor will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; (b) Contractor will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Contractor hereunder; and Contractor agrees to save and hold the City, its officers, agents, and employees harmless therefrom- (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its officers, agents or employees,any and all costs and expenses incurred by the City, its officers,agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. 5.3 Performance Bond. Concurrently with execution of this Agreement, Contractor shall deliver to City a performance bond in the sum of the amount of this Agreement, in the form provided by the City Clerk, which secures the faithful performance of this Agreement, unless such requirement is waived by the Contract Officer. The bond shall contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his power of attorney. The bond shall be unconditional and remain in force during the entire term of the Agreement and shall be null and void only if the Contractor promptly and faithfully performs all terms and conditions of this Agreement. 5.4 Sufficiency of Insurer orSurety- Insurance or bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "B"or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, unless such requirements are waived by the City Manager or designee of the City("City Manager")due to unique circumstances. 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 Contractor agrees that the minimum limits of the insurance policies and the performance bond required by this Section 5 may be changed accordingly upon receipt of written notice from the City Manager or designee; provided that the Contractor shall have the right to appeal a determination of increased coverage by the City Manager to the City Council of City within ten (10) days of receipt of notice from the City Manager. 6.0 REPORTS AND RECORDS 6.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require- Contractor hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or events that may orwill materially increase or decrease the cost of the work or services contemplated herein or, if Contractor is providing design services, the cost of the project being designed, Contractor shall promptly notify the Contract Officer of said fact, circumstance,technique or event and the estimated increased or decreased cost related thereto and, if Contractor is providing design services, the estimated increased or decreased cost estimate for the project being designed. 5.1162-Pp-342- Palm Mountain Resort-LSA Associates Contract 6 of 19 62 Records. Contractor shall keep,and require subcontractors to keep, such books and records as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect,copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. 6.3 Ownershi of Documents. All drawings, specifications, reports, records, documents and other materials prepared by Contractor, its employees,subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement,and Contractor 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 uncompleted documents without specific written authorization by the Contractor will be at the City's sole risk and without liability to Contractor, and the City shall indemnify the Contractor for all damages resulting therefrom. Contractor may retain copies of such documents for its own use. Contractor shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom. 6.4 Release of Documents. The drawings, specifications, reports, records, documents and other materials prepared by Contractor in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 7.0 ENFORCEMENT OF AGREEMENT 7A 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 Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 72 Disoutes. 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 therefore. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10) days of service of such notice and completes the cure of such default within forty-five (45) days after service of the notice, or such longer period as may be permitted by the injured party; provided that if the default is an immediate danger to the health, safety and general welfare, such immediate action may be necessary. Compliance with the provisions of this Section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City's or the Contractor's right to terminate this Agreement without cause pursuant to Section 7.8. 7.3 Retention of Funds. Contractor hereby authorizes City to deduct from any amount payable to Contractor(whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Contractor's acts or omissions in performing orfailing to perform Contractor's obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Contractor,or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of 5.1162-PC-342- Palm Mountain Resort—LSA Associates Contract 7 of 19 City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Contractor to insure, indemnify, and protect City as elsewhere provided herein. 7.4 Waiver. No delay or omission in the exercise of any right or remedy by a non- defaulting party on any default shall impair such right or remedy or be construed as a waiver. A paryys consent to or approval of any act bythe other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other parry. 7.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default,to compel specific performance of this Agreement,to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 7.7 LiguidatedDamages. Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement,the Contractor and its sureties shall be liable for and shall pay to the City the sum of(waived see Exhi!J°B')_as liquidated damages for each working day of delay in the performance of any service required hereunder, as specified in the Schedule of Performance (Exhibit"D"). The City may withhold from any monies payable on account of services performed by the Contractor any accrued liquidated damages. 7.8 Termination Prior to Expiration of Term.This Section shall govern any termination of this Agreement except as specifically provided in the following Section fortermination for cause. The City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty(30) days'written notice to Contractor, except that where termination is due to the fault of the Contractor, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Contractor reserves the right to terminate this Agreement at anytime upon, with or without cause, upon sixty(60)days' written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Contractor may determine. Upon receipt of any notice of termination, Contractor shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Contractor has initiated termination,the Contractor shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Contractor has Initiated termination, the Contractor shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2. 7.9 Termination for Default of Contractor. If termination is due to the failure of the Contractor to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Contractor shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages),and City may withhold any payments to the Contractor for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 7.10 Attorneys' Fees. If either parry to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the 5.1162-PC-342- Palm Mountain Resort-LSA Associates Contract 8 of 19 prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorneys fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action,taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. 8.0 CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non-liability of City Officers and Emolovees. No officer or employee of the City shall be personally liable to the Contractor, or any successor in interest, in the event of any default or breach bythe City orfor any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement. 8.2 Conflict of Interest. No officer or employee of the 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 is, directly or indirectly, interested, in violation of any State statute or regulation. The Contractor warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 8.3 Covenant Against Discrimination. Contractor covenants that, by and for itself,its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex,marital status, national origin,or ancestry in the performance of this Agreement. Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color,creed, religion,sex, marital status, national origin, or ancestry. 9.0 MISCELLANEOUS PROVISIONS 9.1 Notice. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid,first-class mail, in the case of the City, to the City Manager and to the attention of the Planning Services Director, CITY OF PALM SPRINGS, P.O. Box 2743, Palm Springs, California 92263,and in the case of the Contractor,to the person at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two(72)hours from the time of mailing if mailed as provided in this Section. 9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either parry by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 9.3 Integration: Amendment. It is understood [hat there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations,arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 9.4 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry 5.1162-PO-342- Palm Mountain Resort—LSA Associates Contract 9 of 19 out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 9.5 Comorate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that(i)such party is duly organized and existing, (ii)they are duly authorized to execute and deliverthis Agreement on behalf of said party, (iii)by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. IN WITNESS WHEREOF,the parties have executed and entered into this Agreement as of the date first written above. CITY OF PALM SPRINGS ATTEST: a municipal corporation By: Jerk David H. Ready M City Manager c� Not To Exceed C y APPROUP TO FORM Without The Express Written Authorization Of The City By-, Manager. City Attorn�y AFFROVEO BY CITY COUNCIL 1�'k� C1 [ t(A (Contractor Signatures on following page) 5.1162-PD-342- Palm Mountain Resort—LSA Associates Contract 10 of 19 CONTRACTOR: LSA ASSOCIATES, INC. Check One: 901 East Tahquitz Canyon Way#A-200 —individual_Partnership X Corporation Palm Springs, CA 92262 Corporations require two notarized signatures, one from A and one from B: A_ Chairman of Board, President, or any Vice President: and B. Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chief Financial Officer). By: By: � Signature notarized Si nature rfotarized s a) - Name: P� � �r "I Name: --)14X?US �� C/1-4 Title:_ �IPSl�6 >�� Title: �' Address:_ 20 EXe '�'N r 2C Address: -2.4,� w4- i State of l State of 6�r. 1.e 7f County of ss County of_ff / )ss On UO '200?- before me, On before me personally personally appeared appeared personally known to me ( personally known to me (-oF-pved-ta�n t denee} to be the idenee) to be the person(a)whose name(s)is/are subscribed to person(s}whose name(s}is/are subscribed to the within instrumentand acknowledged to me the within instrument and acknowledged to me that he/s-he{#taey, executed the same in that helshe/tU@a : executed the same in his/4a6ltheir authorized capacity(ias.), and that his/fir authorized capacityoaG), and that by his/4eMheif signature(s.) on the instrument by his/Ue4the+r signature(s-) on the instrument the person(&), or the entity upon behalf of the person(s), or the entity upon behalf of which the person(s) acted, executed the which the person(.&) acted, executed the instrument. instrument. WITNESS my hand and official seal. WITNESS my hand and official seal. Notary Notary Signature: " ?4 Signature: f' c Notary Seal: Notary Seal: 16 1ERESIrA OE LA CRUZ 1ERESRA pE LA CRUT Gammisaion*1573376 ss Commisdon* 1573376 Notary Public-California Notary Public-California Orange County — orange County My cam1.Eviiia may2o, Mycamm,Expires"20,2 5.1162-PD-342- Palm Mountain Resort—LSA Associates Contract 11 of 19 EXHIBIT "A" PROJECT UNDERSTANDING AND SCOPE OF SERVICES Consultant agrees to perform the following Scope of Services for Environmental Review Services and Technical Studies for the Palm Mountain Resort Project No. .1 162-PD-342. Project Understanding The proposed project entails the demolition of certain structures at the Palm Mountain Resort and Spa and the construction of new structures for the expansion of lodging and administration functions associated with the resort on the 2.77-acre parcel between Belardo and Cahuilla Roads south of Tahquitz Canyon Way. The project will involve the following improvements: • Amend the General Plan to allow 70 hotel units per acre • Re-zone the parcel to PDD Overlay(Planned Development over Central Business District) • Total room count of 194 in multiple buildings of two to three stories each (35 feet) • Reduction of space dedicated to ancillary uses from 11,000 to 1,500 square feet • Reduction of overall site coverage from 28% to 24% City approvals of this project will include Architectural Review, Conceptual Site Plan approval or equivalent, sign plan approval, PDD approval, and General Plan Amendment. In addition, the City must approve the environmental document. The City may identify additional procedural steps, as necessary. DATA TO BE PROVIDED BY THE APPLICANT AND BY THE CITY Data to be Provided by Applicant Prior to commencing major work, the applicant must provide the City and LSA with a detailed project description, including the following: • Project location and parcel map • Existing site topography as available General Plan, General Plan Update, and General Plan EIR Proposed project characteristics including conceptual site plan, description of building improvements (square feet, number of stories, etc), outdoor improvements, -parking lots with number of spaces, conceptual landscape plan, proposed sign program, proposed modifications to existing buildings • Proposed project entitlement actions: General Plan Amendment, site plan approval, architectural approval, etc. Prior to preparation of the environmental document, the applicant must provide the following environmental technical studies, as may be required by the City, these reports need to be reviewed and approved by the City Department with appropriate expertise: 5.1162-PD-342- Palm Mountain Resort-l5A Associates Contract 12 of 19 • Cultural Resources Study(if needed) • Biological Resources Study(if needed) • Traffic Study(to be prepared by Endo Engineering) • Air Quality Study(if required) • Noise Study(if required) • Geotechnical Study(if needed) • Hydrology Study(if needed) • Phase 1 Hazardous Materials Assessment (if needed) LSA also can prepare, at additional fee, the cultural resources, biological resources, noise, and air quality studies as necessary. Notes on Technical Studies: The City may determine that existing information prepared for the City's General Plan Update is adequate to cover geotechnical and hydrology issues at a level adequate for CEQA approval. Given the small scale of the protect site, the City may determine that neither an air quality study nor a noise study is required. Any noise study would focus on neighborhood compatibility. If requested, LSA can provide a scope of work and budget to prepare any of items 1-5, listed above; items 6-7, as required, must be prepared by an engineer with requisite qualifications. Prior to the distribution of the environmental document and any meeting notices, the applicant must provide the City/LSA with a list of property owners within 300 feet or other noticing area established by the City. Data to be Provided by the City LSA assumes the City will provide the following information: Approved project description • Approved technical studies • Standard City mailing list • Examples of City documents and formats • Review and comment regarding LSA products 5.1162-PD-342- Palm Mountain Resort—LSA Associates Contract 13 of 19 LSA SCOPE OF SERVICES Project Management, Coordination, and Administration. LSA will perform project management duties for the environmental review component of the project to assure a cost-efficient and quality process. The City will oversee the application process and serve as the conduit of information between applicant and LSA where the technical studies do not originate with LSA. In particular, LSA will do the following: • Manage project and track status; identify issues; coordinate resolution • Prepare and maintain the project schedule • Prepare the environmental initial study and make recommendations regarding the type of environmental document to be required • Prepare public notices as required and maintain the project distribution list. Note: this scope assumes that any newspaper advertisements or mailings will be performed by the City, except as noted below. If requested to perform this task, LSA can pay for such advertisements or mailings with direct costs reimbursement. Prepare monthly project documentation and invoicing LSA will take a proactive approach to ensure the timely resolution of issues. Note: this budget assumes that the project will extend no longer than eight months. If the project extends further, then the budget for project management will require adjustment for additional meetings, monthly documentation, etc. The budget assumes one presentation before the City Council, one presentation before the Planning Commission, and one presentation before the Architectural Review Committee. Attendance at additional meetings will be charged according to LSA's standard hourly rates (attached). Time is of the Essence LSA recognizes that lodging uses, with their associated transient occupancy taxes, are extremely important to local government finances, and that time is of the essence in completing this work. Critical Focus on Technical Studies Based upon our review of available data, LSA suggests that, early on, the City, the applicant and LSA focus on identifying the requirements and scope of work for any additional technical studies, as the critical path leads through these efforts. We suggest that City staff with applicable expertise attend any such meeting in order to achieve consensus on the need for, scope, and schedule of any such studies. In LSA's experience, the preparation of any traffic studies is the pacing item in more than half the environmental documents the firm prepares. Coordination with the City of Palm Springs As necessary, LSA will prepare for and attend monthly project team meetings with the City and applicant regarding planning and environmental processing of documents, resolution of issues, strategy development, etc. LSA will coordinate with affected departments of the City via attendance at meetings as well as direct contact. Concerns and issues expressed by agency representatives will be documented to ensure that expressed concerns are recorded and addressed. Furthermore, the appropriate City departments, such as fire, police, building, and 5.1162-PD-342- Palm Mountain Resort-LSA Associates Contract 14 of 19 engineering, will provide LSA with pertinent conditions of approval for inclusion in the reports as they move forward. Preparation of Environmental Document Working in consultation with the agencies and with technical studies provided by the applicant, LSA will prepare an Initial Study per the City's CEQA guidelines. LSA's proposed budget is based upon a Mitigated Negative Declaration. LSA will prepare the required CEQA notices to notify required agencies and the general public that an environmental document is being prepared. These notifications include a Notice of Intent to Adopt a Negative Declaration or a Mitigated Negative Declaration (NOI)and a Notice of Determination (NOD) of the lead agency's final action. LSA will coordinate circulation of the document through the State Clearinghouse, if required. LSA also will coordinate the filing of the NOD with the County of Riverside. The budget assumes that the City or the applicant will pay the requisite filing fee. 5.1162-PD-342- Palm Mountain Resort—LSA Associates Contract 15 of 19 EXHIBIT "B" SPECIAL REQUIREMENTS City hereby waives Section 5.3 as a requirement of this Agreement. City hereby waives Section 7.7 as a requirement of this Agreement. 5.1162-PD-342- Palm Mountain Resort—LSA Associates Contract 16 of 19 EXHIBIT "C" SCHEDULE OF PERFORMANCE The following table shows typical durations of the primary steps listed above. Note that certain LSA tasks are particularly subject to the critical path of tasks outside the firm's purview. For example, completion of the Initial Study is subject to the availability of various technical studies. Critical Path Task Responsibility Time Length 1. Notice to proceed City n/a 2. Meeting with City and Applicant LSA n/a 3_ Issue Resolution: GPA Approach, All 1-2 weeks Traffic Approach, Biological Resources, Cultural Resources 4. Preparation of Traffic Impact Endo Engineering 2-3 weeks Analysis 5. Preparation of Initial Study(after LSA 2-3 weeks review and approval of all technical studies 6. Lead Agency review(City) City 1-2 weeks 7. Prepare Distribution List LSA (with input from 1 week (in parallel __ Cityand Applicant). _ with Ste 5). S. Revise Initial Study per City LSA 2 days comments 9. Posting and circulation of Notice City 3-4 weeks (20 day of Intent (NOI) minimum County _ _ Clerkposting) 10. Architectural Review meeting City During IS/MND _ review period 11. Planning Commission Staff LSA 3 weeks during Report preparation, review, and IS/MND review period revision 12. Planning Commission meeting City Per calendar 13. Preparation and recirculation of LSA One month MND if necessary) 14. Preparation of City Council Staff LSA 2 weeks Report, review, and revision 15. City Council meeting City One month (for scheduln 16. Notice of Determination LSA 2 days w preparation, review, revision, and circulation A number of tasks can be accomplished concurrently. For example, staff report preparation and review generally takes place during the period between scheduled hearings and, generally, can be achieved within that span of time. The exception is when a project is of particular political sensitivity, and reports require sequential review by such atypical staff as the City Attorney or City Manager. The degree to which the project is sensitive to particular interests should come to light early in the process, and a more solid schedule will become apparent. 5.1162-PD-342- Palm Mountain Resort—LSA Associates Contract 17 of 19 EXHIBIT "D" SCHEDULE OF COMPENSATION & PROJECT COSTS Contractor proposes to accomplish the following tasks on an hourly basis consistent with LSA's standard billing rates. TASK PROJECTS COSTS Project Management, Meeting Attendance and Administration $ 2,000.00 Initial Study 10,000.00 Notice of Availability 500.00 Response to Comments/Revise MND 10 Hour Maximum 1,500.00 Notice of Determination 500.00 Total Estimated Budget $ 14 5l]0.00 Note: This cost projection assumes that the City and/or applicant will pay all necessary filing fees (e.g., Fish and Game fee at the time of filing of the Notice of Determination), and the City will pay for any necessary public notices. The projection is based on a maximum of 10 hours to prepare the response to any comments. This Cost Projection will not be exceeded without the express approval of the City of Palm Springs. LSA can conduct authorized additional tasks not included in the above scope of work on a time and materials basis according to the attached rates on written notice by the City. 3,1162-PD-342- Palm Mountain Resort—LSA Associates Contract 18 of 19 EXHIBIT "E" LSA IN-HOUSE EXPENSES Reproduction $0.10 per page Color Reproduction (8.5 x 11) $1.00 per page Color Reproduction 11 x 17 _ $3.00 per page Mileage _ Road $0.485 per mile Off-Road _ $0.635 per mile Facsimile $1.00 per page CD Production T $5.00 per CD Plottin $5.00 perlinear ft. Diazo Printing $0.20 per s . ft_ Film_(developing billed separately as a direct cost) _ $5.00 per roll Disposable camera and film (developing billed separately as a $10.00 per camera direct cost) _ Search of Specialized Data Bases $100.00 per inquiry GPS Unit $100.00 per day Aerial Photos $200.00 per photo 5.1162-PD-342- Palm Mountain Resort—LSA Associates Contract 19 of 19