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HomeMy WebLinkAbout05587 - TERRA NOVA PLANNING & RESEARCH INC UPDATE OF HOUSING ELEMENT Kathie Hart From: Kathie Hart Sent: Thursday, March 27, 2014 9:41 AM To: Margo Wheeler Subject: RE:a5587-Terra Nova (General Plan Update, Housing Element) Thank You! \� Kathie Hart, CAC Chief Deputy 6 ty Clerk City of Palm Springs M(760)323-8206 3200 E. Tohquitz Canyon Way A(760)322-8332 v Palm Springs CA 92262 Ka Nile.Hart@PalmSprinasCA.00v Please note that City Hatt is open 8 a.m. to 6 pm,. Monday through Thursday,and closed on Fridays at this time. From: Margo Wheeler Sent: Thursday, March 27, 2014 9:40 AM To: Kathie Hart Subject: RE: a5587 -Terra Nova (General Plan Update, Housing Element) Good to close out M. Margo Wheeler, AICP Director of Planning Services City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 Tel: (760) 323-8269 / Fax (760) 322-8360 Email: Margo.Wheelere palmspringsca.gov _ From: Kathie Hart Sent: Thursday, March 27, 2014 8:55 AM To: Margo Wheeler Subject: RE: a5587 -Terra Nova (General Plan Update, Housing Element) No problem. You got it. Kathie Hart, CAC Chief Deputy City Clerk City of Palm Springs M(760)323-8206 3200 E Tohquitz Canyon Way A(760)322-8332 Palm Springs, CA 92262 A�74thie.Hart6PalmSpringsC4.9ov Please note that City Boll is open 8 a.m. to G pin, Monday through Thursday,and closed on Fridays at this time. From: Margo Wheeler Sent: Thursday, March 27, 2014 7:21 AM To: Kathie Hart Subject: RE: a5587 -Terra Nova (General Plan Update, Housing Element) 1 Since it predates me if I could get a copy of the contract I can quickly review to see if we are fully complete. M. Margo Wheeler, AICP Director of Planning Services City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 Tel: (760) 323-8269 / Fax (760) 322-8360 elerta�palmsp ring sca.gov mail: argo Whe _ From: Kathie Hart Sent: Wednesday, March 26, 2014 6:14 PM To: Margo Wheeler Cc: Jay Thompson Subject: a5587 -Terra Nova (General Plan Update, Housing Element) Margo: This agreement was put in place prior to your arrival at our City Hall. Has the work been completed? If yes, may I close this file? Thank you for your assistance. Kathie Hart, eme Chief Deputy City Clerk City of Palm Springs (760)323-8206 3200 E. Tahquitz Canyon Way A(760)322-8332 Palm Springs, CA 92262 j0Kathie.Har Lwftlm5arittgsCA,gov Please note that City flail is open 8 a.m. to 6 pin,. Monday through Thursdav,and closed on Fridays at this time. 2 CONSULTING SERVICES AGREEMENT Terra Nova Planning&Research, Inc.for update of Land Use Element THIS AGREEMENT FOR CONSULTING SERVICES ("Agreement") is made and entered into on , 2013, by and between the City of Palm Springs, a California charter city and m1miciphl corporation ("City"), and Terra Nova Planning & Research Inc., ("Consultant"). City and Consultant are individually referred to as "Party" and are collectively referred to as the"Parties". RECITALS A. City requires the services of a professional planning and research consultant for the update of the City's land use element ("Project"). B. Consultant has submitted to City a proposal to provide updated land use element services to City under the terms of this Agreement. C. Based on its experience, education, training, and reputation, Consultant is qualified and desires to provide the necessary services to City for the Project. D. City desires to retain the services of Consultant for the Project. In consideration of these promises and mutual agreements, City agrees as follows: AGREEMENT 1. CONSULTANT SERVICES 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide land use element update services to City as described in the Scope of Services/Work attached to this Agreement as Exhibit "A" and incorporated by reference (the "services" or "work"). Exhibit "A" includes the agreed upon schedule of performance and the schedule of fees. Consultant warrants that all services and work shall be performed in a competent, professional, and satisfactory manner consistent with prevailing industry standards. In the event of any inconsistency between the terms contained in the Scope of Scrvices/Work and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern. 1.2 Compliance with Law. Consultant services rendered under this Agreement shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations. 1.3 Licenses and Permits. Consultant shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the services required by this Agreement. j Revised:6/16/10 720599.1 1.4 Familiarity with Work. By executing this Agreement, Consultant warrants that it has carefully considered how the work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the work under this Agreement. 2. TIME FOR COMPLETION The time for completion of the services to be performed by Consultant is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit "A." Consultant shall not be accountable for delays in the progress of its work caused by any condition beyond its control and without the fault or negligence of Consultant. Delays shall not entitle Consultant to any additional compensation regardless of the party responsible for the delay. 3. COMPENSATION OF CONSULTANT 3.1 Compensation of Consultant. Consultant shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit"A". The total amount of Compensation shall not exceed$8,000. 3.2 Method of Payment. In any month in which Consultant wishes to receive payment, Consultant shall submit to City an invoice for services rendered prior to the date of the invoice, no later than the first working day of such month, in the form approved by City's finance director. Payments shall be based on the hourly rates set forth in Exhibit "A" for authorized services performed. City shall pay Consultant for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Consultant's invoice. 3.3 Changes. In the event any change or changes in the Scope of Services/Work is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents, work product, or work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Consultant's profession. 3.4 Appropriations. This Agreement is subject to, and contingent upon, funds being appropriated by the City Council of City for each fiscal year. If such appropriations are not made,this Agreement shall automatically terminate without penalty to City. 4. PERFORMANCE SCHEDULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. 2 Revised:6/16/10 720>99.1 4.2 Schedule of Performance. All services rendered under this Agreement shall be performed under the agreed upon schedule of performance set forth in Exhibit "A." Any time period extension must be approved in writing by the Contract Officer. 4.3 Force Maieure. The time for performance of services to be rendered under this Agreement may be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Consultant, if Consultant notifies the Contract Officer within ten (10) days of the commencement of such condition. Unforeseeable causes include, but are not limited to, acts of God or of a public enemy, acts of the government, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, and unusually severe weather. After Consultant notification, the Contract Officer shall investigate the facts and the extent of any necessary delay, and extend the time for performing the services for the period of the enforced delay when and if, in the Contract Officer's judgment, such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. 4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of one (1) year from date of contract execution, unless extended by mutual written agreement of the parties. 4.5 Termination Prior to E%piration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Consultant. Where termination is due to the fault of Consultant and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Consultant shall immediately cease all services except such as may be specifically approved by the Contract Officer. Consultant shall be entitled to compensation for all services rendered prior to receipt of the notice of termination and for any services authorized by the Contract Officer after such notice. Consultant may terminate this Agreement, with or without cause, upon thirty (30) days written notice to City. 5. COORDINATION OF WORK 5.1 Representative of Consultant. The following principal of Consultant is designated as being the principal and representative of Consultant authorized to act and make all decisions in its behalf with respect to the specified services and work: Nicole Sauviat Criste, Principal. It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the tern of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services under this Agreement. The foregoing principal may not be changed by Consultant without prior written approval of the Contract Officer. 5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Consultant shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the services. Consultant shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. 3 Revised:8/16/10 720599A 5.3 Prohibition Aeainst Subcontractin¢ or Assi¢nment. The experience, knowledge, education, capability, and reputation of Consultant, its principals and employees, were a substantial inducement for City to enter into this Agreement. Therefore, Consultant shall not contract with any other individual or entity to perform any services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. 5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Consultant, its agents or employees, perform the services required, except as otherwise specified. Consultant shall perform all required services as an independent contractor of City and shall not be an employee of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role; however, City shall have the right to review Consultant's work product, result, and advice. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. 5.5 Personnel. Consultant agrees to assign the following individuals to perform the services in this Agreement. Consultant shall not alter the assignment of the following personnel without the prior written approval of the Contract Officer. Acting through the City Manager, the City shall have the unrestricted right to order the removal of any personnel assigned by Consultant by providing written notice to Consultant. Name: Title: Nicole Sauviat Criste Principal 6. INSURANCE Consultant shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit "B", incorporated herein by reference. 7. INDEMNIFICATION. 7.1 Indemnification. To the fullest extent permitted by law, Consultant shall defend (at Consultant's sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of persons (Consultant's employees included), for damage to property, including property owned by City, from any violation of any federal, state, or local law or ordinance, and from errors and omissions committed by Consultant, its officers, employees, representatives, and agents, that arise out of or relate to Consultant's performance under this Agreement. This indemnification clause excludes Claims arising from the sole 4 Reviwd:6MV10 720599.1 negligence or willful misconduct of the City, its elected officials, officers, employees, agents, and volunteers. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Consultant's indemnification obligation or other liability under this Agreement. Consultant's indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. This provision is intended for the benefit of third party Indemnified Parties not otherwise a party to this Agreement. 7.2 Design Professional Services Indemnification and Reimbursement. If the Agreement is determined to be a "design professional services agreement" and Consultant is a "design professional" under California Civil Code Section 2782.8,then: A. To the fullest extent permitted by law, Consultant shall indemnify, defend (at Consultant's sole cost and expense), protect and hold harmless City and its elected officials, officers, employees, agents and volunteers and all other public agencies whose approval of the project is required, (individually"Indemnified Parry'; collectively "Indemnified Parties") against any and all liabilities, claims,judgments, arbitration awards, settlements, costs, demands, orders and penalties (collectively "Claims"), including but not limited to Claims arising from injuries or death of persons (Consultant's employees included) and damage to property, which Claims arise out of, pertain to, or are related to the negligence, recklessness or willful misconduct of Consultant, its agents, employees, or subcontractors, or arise from Consultant's negligent, reckless or willful performance of or failure to perform any term, provision, covenant or condition of this Agreement ("Indemnified Claims"), but Consultant's liability for Indemnified Claims shall be reduced to the extent such Claims arise from the negligence, recklessness or willful misconduct of the City and its elected officials, officers, employees, agents and volunteers. B. The Consultant shall require all non-design-professional sub-contractors, used or sub-contracted by Consultant to perform the Services or Work required under this Agreement, to execute an Indemnification Agreement adopting the indemnity provisions in sub- section 7.1 in favor of the Indemnified Parties. In addition, Consultant shall require all non- design-professional sub-contractors, used or sub-contracted by Consultant to perform the Services or Work required under this Agreement, to obtain insurance that is consistent with the Insurance provisions as set forth in this Agreement, as well as any other insurance that may be required by Contract Officer. 8. RECORDS AND REPORTS 8.1 Resorts. Consultant shall periodically prepare and submit to the Contract Officer reports concerning the performance of the services required by this Agreement, or as the Contract Officer shall require. 8.2 Records. Consultant shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Consultant shall keep such books and records as shall be necessary to properly perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. g Revimd:6116110 720599.1 The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of this Agreement shall be the property of City. Consultant shall deliver all above-referenced documents to City upon request of the Contract Officer or upon the termination of this Agreement. Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials. Consultant may retain copies of such documents for Consultant's own use. Consultant shall have an unrestricted right to use the concepts embodied in such documents. 8.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 8.5 Cost Records. Consultant shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred while performing under this Agreement. Consultant shall make such materials available at its offices at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment for inspection by City and copies shall be promptly famished to City upon request. 9. ENFORCEMENT OF AGREEMENT 9.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 9.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting parry, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. 9.3 Waiver. No delay or omission in the exercise of any right or remedy of a non- defaulting party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of Consultant. Any waiver by either parry of any default must 6 Revised:e/16/10 720599.1 be in writing. No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement. 9.4 Riehts and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative. The exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 9.5 Leeal Action. In addition to any other rights or remedies, either parry may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. 10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 10.1 Non-Liability of City Officers and Emnlovees. No officer or employee of City shall be personally liable to the Consultant, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Consultant or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Conflict of Interest. No officer or employee of the City shall have any direct or indirect financial interest in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects their financial interest or the financial interest of any corporation, partnership, or association in which he/she is, directly or indirectly, interested in violation of any state statute or regulation. Consultant warrants that Consultant has not paid or given, and will not pay or give, any third parry any money or other consideration in exchange for obtaining this Agreement. 10.3 Covenant Aeainst Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination or segregation in the performance of or in connection with this Agreement regarding any person or group of persons on account of race, color, creed, religion, sex, marital status, disability, sexual orientation, national origin, or ancestry. 11. MISCELLANEOUS PROVISIONS 11.1 Notice. Any notice, demand, request, consent, approval, or communication that either party desires, or is required to give to the other party or any other person shall be in writing and either served personally or sent by pre-paid, first-class mail to the address set forth below. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. Either party may change its address by notifying the other party of the change of address in writing. 7 Revised:6/16/10 720599.1 To City: City of Palm Springs Attention: City Manager/City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Consultant: Terra Nova Planning& Research, Inc. Attn: Nicole Sauviat Criste, Principal 42635 Melanie Place, Suite 101 Palm Desert, CA 92211 11.2 Integrated Agreement. This Agreement contains all of the agreements of the parties and supersedes all other written agreements. 11.3 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement by all Parties. 11.4 Severabilitv. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the parties. 11.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties' successors and assignees. 11.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third-party beneficiary or otherwise, upon any entity or person not a party to this Agreement. 11.7 Recitals. The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement,by the same. 11.8 Authority. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement. 8 Reviwd:8/78/10 72_0599A IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. "CITY" City of Palm Springs Date: ��� By: David H. Ready City Manager APPROVED BY CITY C00`01 APPROVED AS TO FORM: ATTEST By: /Z-*x� Vj _ Douglak. Holland, ames Thompson, oBIZ o t� City Attorney City Clerk "CONSULTANT" Terra Nova Planning& Research, Inc. Date: �.Il 3�t 3 By : -Joyy �4 s (name) resident) Date: (name) (secretary 9 Reviwd:6116110 720599.1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of 211—aa d'e— On6�n�an( 13,ao�✓t3before me tl�, � r /JVa -a�r-1 lt'C ,.p—�� I \ Nee nserlNane afd Te xliar personally appeared a�rf J . e✓;` � `` �� Namad¢I d sgnalsi who proved to me on the basis of satisfactory evidence to be Ure person(s) whose name(s) mare subscribed to the within instrument and acknowledged to me that he/sherthey executed the same in hWAaerAMeir authorized r ------- capacity(ies), and that by Wsfherrtheir signatures) on the + J. STANGE71 Instrument the person(s), or the entity upon behalf of N COMM.# 1674046 which the pe son(s)ac ed,executed the instrument NOTARY PUBLIC-CALIFORNIA RIVERSIDE COUNTY aY Comm.ExP_JAN 17,2014 1 certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph Is true and correct. WITNESS my hand and official seal. Signature 5;4�" it" Platy may Sml PD0.� 9' ddsauy PSVc OPTIONAL ThOLO rite irdarm fforr eefow is not required by tads t aw prom vai akA' to pserscr,s m"V on 61w d=rvnr and mould prevent rraudVwt removai and remrsrnmmnr of On brm to m N-,w document. Description of AttachedDocurnent Title or Type of Document•(If],;U 14 ✓(G S Document Date: 2 -l 3" 13 __ :Number of Pages:Signer(s) -(Z _ Signer(s)Other Than Named Above: �A.VI cA 4, GCUa'.xn \LDL(m (Gts e. (-D 1 koj r janik s Capacity(ies)Claimed by Signer(s) ThoMPsO ' Signers Name: Signers Name: _. G Individual ^_Individual u Corporate Officer—Title(s): ❑Corporate Officer—Titte(s): Partner—L Limited ❑General Farmer Limited LGeneral L Attorney in Fact ffifflam LI Attorney in Fact L Tnroeee Toe of yr.-o:a Zi Trusme , too a nsnro rere 7 Guardian or Conservator Z Guardian or Conservator i Other, :1 Otter: Signer is Representing: Signer is Representing: 08ml NaLLNglNdary MMia4Nn•i9sebscro✓•e..YJ.3m2Nr@•UMw¢.h,(„19r3Y32602..aaxhltivomVd+Ya9 N- *Vw RNadar.(SIREFOe1-0DP8]mEOT! 10 Revised:6/16110 720?99.1 EXHIBIT "A" CONSULTANT'S SCOPE OF SERVICESAVORK Including, Schedule of Fees And Schedule of Performance 1 Revised:6/16/10 720599.1 F, L -A TERRA NOVA PLANNING & RESEARCH, INC. January- 11,2013 Nit. Kell Lyon City of Palm Springs 3200 East Tahquitz Canyon Way Palm Springs,CA 9226_ RE: SB 244:Laud Use Element Amendment Proposal Dear Ken: Tetra Nova is pleased to submit the following proposal to update the City's Land Use Element to bring it into compliance with the requirements of Senate Bill 244. This law requires amendment of the Land Use Element of the General Plan to identifv 'unincorporated hinge communities" in the City's Sphere of Influence, and determine existing infrastructure. infrastructure needs for those communities, and the methods of financing these needs. The Sphere of Influence areas located to the south and east of the City are unpopulated and will not require analysis. However, the areas of the Sphere located to the west and north of current City limits will need to be analyzed. and discussions incorporated into the Land Use Element. The law requires that the amendments to the Land Use Element be completed concurrent with the update of the Housing Element. We have assumed that this amendment would therefore be processed concurrent with the Housing Element. and have not included additional or separate public hearings before the Planning Commission or City Council. Should these become necessary. we will notify you in writing of the additional time and costs. To complete this work.we will: • Develop additional text for the Land Use Element that identifies populated areas of the Sphere of Influence(using data developed and available from LAFCo). • Identifv water_ sewer. storm drainage and fire facilities currently existing. and needs and deficiencies in these areas • Provide a discussion of the potential finding mechanisms that could make extension of services possible. • The City,will be responsible for providing us with the most cusent Word version of the Land Use Element. All changes will be completed in"Track Changes"for ease of review by staff.the Planning Commission and the City Council. • Provide final electronic document for integration into balance of the General Plan. 42535 MELANIE PLACE, SUITE 101, PALM DESERT, CA 92211 (760)341-4800 12 Revised:6116/10 720599.1 It is assumed for purposes of this proposal that the item will be exempt from CEQA under the General Rule.and Section 15262. The project budget is as follows: Research and documentation of Sphere of Influence in Land Use Element. (12 hrs Ca W5il-fr.) $ 1.860.00 (20Ins C $135i11r.) $2,700.00 (321ns Ca $951Ir.) $ 3,W.00 Total Task Budget $7,600.00 Conclusion I believe that the scope and budget prodded above accurately reflect the level of effort that will be required to complete the amendments to the Land Use Element. I look forward to discussing this project with you fiuther. If you have any questions or require additional information..please do not hesitate to contact me. Sincerely, xr Nicole Sauviat Criste Principal 13 Reviwd:6116110 7'_0i99.1 EXHIBIT `B" INSURANCE PROVISIONS Including Verification of Coverage, Sufficiency of Insurers, Errors and Omissions Coverage, Minimum Scope of Insurance, Deductibles and Self-Insured Retentions, and Severability of Interests (Separation of Insureds) 14 Rewsed:6/16110 720599A INSURANCE 1. Procurement and Maintenance of Insurance. Consultant shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Consultant's performance under this Agreement. Consultant shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City, and submit concurrently with its execution of this Agreement. Consultant shall also carry workers' compensation insurance in accordance with California workers' compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extensions. Such insurance shall not be cancelable without thirty (30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Consultant's obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers. 2. Minimum Scoue of Insurance. The minimum amount of insurance required under this Agreement shall be as follows: 1. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars($2,000,000) general aggregate; 2. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00)per occurrence; 3. Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate is: required is not required; 4. Workers' Compensation insurance in the statutory amount as required by the State of California and Employer's Liability Insurance with limits of at least one million dollars $1 million per occurrence. If Consultant has no employees, Consultant shall complete the City's Request for Waiver of Workers' Compensation Insurance Requirement form. 3. Primary Insurance. For any claims related to this Agreement, Consultant's insurance coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Consultant's insurance and shall not contribute with it. For Workers' Compensation and Employer's Liability Insurance only, the insurer shall waive all rights of subrogation and 1$ Revised:6/16/10 720599.1 contribution it may have against City, its elected officials, officers, employees, agents, and volunteers. 4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required, and if Consultant provides claims made professional liability insurance, Consultant shall also agree in writing either (1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Consultant's services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier in the amount required by this Agreement for at least three years after completion of Consultant's services under this Agreement. Consultant shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy. 5. Sufficiencv of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best's Key Rating of B++, Class VII, or better,unless otherwise acceptable to the City. 6. Verification of Coverage. Consultant shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, effecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Consultant's insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers' Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or(2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: 1. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured... " ("as respects City of Palm Springs Contract No. or 'for any and all work performed with the City"may be included in this statement). 2. "This insurance is primary and non-contributory over any insurance or self- insurance the City may have..." ("as respects City of Palm Springs Contract No. or 'for any and all work performed with the City" may be included in this statement). 3. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, "endeavor to" mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. 16 Revised:6116110 720=99.1 4. Both the Workers' Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Consultant's obligation to provide them. 7. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City prior to commencing any work or services under this Agreement. At the option of the City, either (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its elected officials, officers, employees, agents, and volunteers; or (2) Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self-insured retention under the policy. Consultant guarantees payment of all deductibles and self-insured retentions. 8. Severability of Interests (Separation of Insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer's liability. 17 Reviwd:6116110 720199.1 CONSULTING SERVICES AGREEMENT Terra Nova Planning&Research, Inc.for update of Housing Element) THIS AGREEMENT FOR CONSULTING SERVICES ("Agreement") is made and entered into on F� I , 2013, by and between the City of Palm Springs, a California charter city and municipal corporation ("City' , and Terra Nova Planning & Research Inc., ("Consultant"). City and Consultant are individually referred to as "Party" and are collectively referred to as the"Parties". RECITALS A. City requires the services of a professional planning and research consultant for the update of the City's housing element("Project"). B. Consultant has submitted to City a proposal to provide updated housing element services to City under the terms of this Agreement. C. Based on its experience, education, training, and reputation, Consultant is qualified and desires to provide the necessary services to City for the Project. D. City desires to retain the services of Consultant for the Project. In consideration of these promises and mutual agreements,City agrees as follows: AGREEMENT 1. CONSULTANT SERVICES 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide housing element update services to City as described in the Scope of Services/Work attached to this Agreement as Exhibit "A" and incorporated by reference (the "services" or `work"). Exhibit "A" includes the agreed upon schedule of performance and the schedule of fees. Consultant warrants that all services and work shall be performed in a competent, professional, and satisfactory manner consistent with prevailing industry standards. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in this Agreement,the terms set forth in this Agreement shall govern. 1.2 Compliance with Law. Consultant services rendered under this Agreement shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations. 1.3 Licenses and Permits. Consultant shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the services required by this Agreement. t Revised:6/16/10 720599A CR.GI lAL BID ANYOR AGREEMENT 1.4 Familiarity with Work. By executing this Agreement, Consultant warrants that it has carefully considered how the work should be performed and fully understands the facilities,difficulties, and restrictions attending performance of the work under this Agreement. 2. TIME FOR COMPLETION The time for completion of the services to be performed by Consultant is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit "A." Consultant shall not be accountable for delays in the progress of its work caused by any condition beyond its control and without the fault or negligence of Consultant. Delays shall not entitle Consultant to any additional compensation regardless of the party responsible for the delay. 3. COMPENSATION OF CONSULTANT 3.1 Compensation of Consultant. Consultant shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit"A'. The total amount of Compensation shall not exceed $25,000. 3.2 Method of Payment. In any month in which Consultant wishes to receive payment, Consultant shall submit to City an invoice for services rendered prior to the date of the invoice, no later than the first working day of such month, in the form approved by City's finance director. Payments shall be based on the hourly rates set forth in Exhibit "A" for authorized services performed. City shall pay Consultant for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Consultant's invoice. 3.3 Chances. In the event any change or changes in the Scope of Services/Work is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents, work product, or work,when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily famished in accordance with generally accepted practice in Consultant's profession. 3.4 Appropriations. This Agreement is subject to, and contingent upon, funds being appropriated by the City Council of City for each fiscal year. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City. 4. PERFORMANCE SCHEDULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. 2 Revised:611&10 720599.1 4.2 Schedule of Performance. All services rendered under this Agreement shall be performed under the agreed upon schedule of performance set forth in Exhibit "A." Any time period extension must be approved in writing by the Contract Officer. 4.3 Force Maieure. The time for performance of services to be rendered under this Agreement may be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Consultant, if Consultant notifies the Contract Officer within ten (10) days of the commencement of such condition. Unforeseeable causes include, but are not limited to, acts of God or of a public enemy, acts of the government, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, and unusually severe weather. After Consultant notification, the Contract Officer shall investigate the facts and the extent of any necessary delay, and extend the time for performing the services for the period of the enforced delay when and if, in the Contract Officer's judgment, such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. 4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of one (1) year from date of contract execution, unless extended by mutual written agreement of the parties. 4.5 Termination Prior to Expiration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Consultant. Where termination is due to the fault of Consultant and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Consultant shall immediately cease all services except such as may be specifically approved by the Contract Officer. Consultant shall be entitled to compensation for all services rendered prior to receipt of the notice of termination and for any services authorized by the Contract Officer after such notice. Consultant may terminate this Agreement, with or without cause,upon thirty(30) days written notice to City. 5. COORDINATION OF WORK 5.1 Representative of Consultant. The following principal of Consultant is designated as being the principal and representative of Consultant authorized to act and make all decisions in its behalf with respect to the specified services and work: Nicole Sauviat Criste, Principal. It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services under this Agreement. The foregoing principal may not be changed by Consultant without prior written approval of the Contract Officer. 5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Consultant shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the services. Consultant shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. 3 Revised:6/16/10 720599.1 5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Consultant, its principals and employees, were a substantial inducement for City to enter into this Agreement. Therefore, Consultant shall not contract with any other individual or entity to perform any services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. 5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Consultant, its agents or employees,perform the services required, except as otherwise specified. Consultant shall perform all required services as an independent contractor of City and shall not be an employee of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role; however, City shall have the right to review Consultant's work product, result, and advice. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. 5.5 Personnel. Consultant agrees to assign the following individuals to perform the services in this Agreement. Consultant shall not alter the assignment of the following personnel without the prior written approval of the Contract Officer. Acting through the City Manager,the City shall have the unrestricted right to order the removal of any personnel assigned by Consultant by providing written notice to Consultant. Name: Title: Nicole Sauviat Criste Principal 6. INSURANCE Consultant shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit"B", incorporated herein by reference. 7. INDEMNIFICATION. 7.1 Indemnification. To the fullest extent permitted by law, Consultant shall defend (at Consultant's sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the "Indemnified Parties'), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of persons (Consultant's employees included), for damage to property, including property owned by City, from any violation of any federal, state, or local law or ordinance, and from errors and omissions committed by Consultant, its officers, employees, representatives, and agents, that arise out of or relate to Consultant's performance under this Agreement. This indemnification clause excludes Claims arising from the sole 4 Revised:6116H0 7205991 negligence or willful misconduct of the City, its elected officials, officers, employees, agents, and volunteers. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Consultant's indemnification obligation or other liability under this Agreement. Consultant's indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed,until such action is final. This provision is intended for the benefit of third party Indemnified Parties not otherwise a party to this Agreement. 7.2 Design Professional Services Indemnification and Reimbursement. If the Agreement is determined to be a "design professional services agreement' and Consultant is a "design professional"under California Civil Code Section 2782.8,then: A. To the fullest extent permitted by law, Consultant shall indemnify, defend (at Consultant's sole cost and expense), protect and hold harmless City and its elected officials, officers, employees, agents and volunteers and all other public agencies whose approval of the project is required, (individually"Indemnified Party'; collectively"Indemnified Parties') against any and all liabilities, claims,judgments, arbitration awards, settlements, costs, demands, orders and penalties(collectively"Claims"), including but not limited to Claims arising from injuries or death of persons (Consultant's employees included) and damage to property, which Claims arise out of, pertain to, or are related to the negligence, recklessness or willful misconduct of Consultant, its agents, employees, or subcontractors, or arise from Consultant's negligent, reckless or willful performance of or failure to perform any term, provision, covenant or condition of this Agreement ("Indemnified Claims"), but Consultant's liability for Indemnified Claims shall be reduced to the extent such Claims arise from the negligence, recklessness or willful misconduct of the City and its elected officials, officers, employees, agents and volunteers. B. The Consultant shall require all non-design-professional sub-contractors, used or sub-contracted by Consultant to perform the Services or Work required under this Agreement, to execute an Indemnification Agreement adopting the indemnity provisions in sub- section 7.1 in favor of the Indemnified Parties. In addition, Consultant shall require all non- design-professional sub-contractors, used or sub-contracted by Consultant to perform the Services or Work required under this Agreement, to obtain insurance that is consistent with the Insurance provisions as set forth in this Agreement, as well as any other insurance that may be required by Contract Officer. 8. RECORDS AND REPORTS 8.1 Reports. Consultant shall periodically prepare and submit to the Contract Officer reports concerning the performance of the services required by this Agreement, or as the Contract Officer shall require. 8.2 Records. Consultant shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Consultant shall keep such books and records as shall be necessary to properly perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. 5 Revised:6/16/10 720599.1 The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of this Agreement shall be the property of City. Consultant shall deliver all above-referenced documents to City upon request of the Contract Officer or upon the termination of this Agreement. Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials. Consultant may retain copies of such documents for Consultant's own use. Consultant shall have an unrestricted right to use the concepts embodied in such documents. 8.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 8.5 Cost Records. Consultant shall maintain all books, documents, papers, employee time sheets,accounting records, and other evidence pertaining to costs incurred while performing under this Agreement. Consultant shall make such materials available at its offices at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment for inspection by City and copies shall be promptly furnished to City upon request. 9. ENFORCEMENT OF AGREEMENT 9.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California,or any other appropriate court in such county,and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 9.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts(including,without limitation,California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit,expand,or define the contents of the respective sections or paragraphs. 9.3 Waiver. No delay or omission in the exercise of any right or remedy of a non- defaulting party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of Consultant. Any waiver by either party of any default must 6 Revised:6116110 720599 1 be in writing. No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement. 9.4 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative. The exercise by either parry of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 9.5 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment,or any other remedy consistent with the purposes of this Agreement. 10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 10.1 Non-Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Consultant, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Consultant or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Conflict of Interest. No officer or employee of the City shall have any direct or indirect financial interest in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects their financial interest or the financial interest of any corporation, partnership, or association in which he/she is, directly or indirectly, interested in violation of any state statute or regulation. Consultant warrants that Consultant has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 10.3 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination or segregation in the performance of or in connection with this Agreement regarding any person or group of persons on account of race, color, creed, religion, sex, marital status,disability, sexual orientation,national origin,or ancestry. 11. MISCELLANEOUS PROVISIONS 11.1 Notice. Any notice, demand, request, consent, approval, or communication that either party desires, or is required to give to the other party or any other person shall be in writing and either served personally or sent by pre-paid, first-class mail to the address set forth below. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. Either party may change its address by notifying the other party of the change of address in writing. 7 Revised:6116'10 720599.1 To City: City of Palm Springs Attention: City Manager/City Clerk 3200 E.Tahquitz Canyon Way Palm Springs,California 92262 To Consultant: Terra Nova Planning&Research, Inc. Attn:Nicole Sauviat Criste,Principal 42635 Melanie Place, Suite 101 Palm Desert, CA 92211 11.2 Integrated Agreement. This Agreement contains all of the agreements of the parties and supersedes all other written agreements. 11.3 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement by all Parties. 11.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the parties. 11.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties' successors and assignees. 11.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third-party beneficiary or otherwise, upon any entity or person not a party to this Agreement. 11.7 Recitals. The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement,by the same. 11.8 Authority. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement. 8 Revis d:6116/10 720599.1 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. APPROVED BY CITY MANAGER "CITY" City of Palm Springs Date: Y' David H.Ready City Manager APPROVED AS TO FORM: ATTEST n By: Douglas L Holland, zYmes Thompson, City Attorney City Clerk "CONSULTANT" Terra Nova Planning&Research, Inc. Date: ► lta1t3 By : .JO w4�lb . e2tsle (.,am ) resident) Date: ►�t��.8 ` �-"' C 11(nretary) 9 Reviwd:EM6110 720599.1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of Caltomia 1. County of onJlW" y)Z 10/�ibefare me. .L�L� personally appeared Jd vl{I �r 767 c ff rr C� .1msor«cs /V I Clod �C/Jyf1 �tr who proved to me on the basis of wry evidence to be to person(s)whose name(s))Flare subiscribed to the within instrument and aci nowledged to me that beNhaM ey execxiied the same in 1tieAwAheir auftd7ed cmpadty(les),and tit by hlaRtm1wir sgnaritre(s)on the instrument the person(s), or the entity upon behalf of , J. STANGE which the personls)acted,executed the nstrumenlL Comm.# 1874046 N NOTARY PUBLIC-CALIFORNIA N I certify under PENALTY OF PEFULIF Y under the laws RIVERSIDE COUNTY of the State of California that the JorBQ0ft1g paragraph is MY COMM.EXP.JAN.17,2914 true and Correct. WITNES hand and official seal. wau memysol Ahar Signature s�n� nxourr raex_.._ OPT70NAL Though the MAIRF1911M babe is nor MW red by lax BmaY Moos MkOble to Pa+s"nayfng or"dsamcnt and weld p want baadWent mnoK l and reatt t of Nis form to anther dWWflMnt Description of Attached //qDp//p��c�,ume it S Title or Type of Document l�(%n<SU lfiYlcl. 5e✓l� G�-5 Document Date: -1 -7 _1 _—Numberof Pagex Signer(s)Other Than Named Above: Capecity(les)Claimed by Signer(s) Signer's Name: Signer's Name: O aMevidual 13 Individual ❑ Corporate Officer—Tittata): ❑Corporate Officer—Tflle(s): Partner—❑Umtted O General _ ❑Partner-0 LlmNed ❑General O Attorney in Fact ❑Attorney in Fact ToP*f ft"heft ❑ Trustee 'rapotJiambhme ElThe" O Guardian or Conservator. ❑Guardian or Conservator ' ❑ Other: ❑Otter: Signer Is RepresentlIV Signer Is PApresentlng: O]W1 WeomlWMiy Awalalba•m90MSOM Ava,P.0.ma9�pt.Clmavrsk CA W5iSa4�•xarlMMbtallofura9 Poo rS90T RrMer.Cel>blbaxeliDUaAtBr! 10 Revised:611 e/10 7205'KJ,1 EXHIBIT "A" CONSULTANT'S SCOPE OF SERVICES/WORK Including, Schedule of Fees And Schedule of Performance 11 Revised:6116/10 720599.1 r � ►- -4 TERRA NOVA PLANNING & RESEARCH, INC. January 9,2013 Mr.Ken Lyon City of Palm Springs 3200 East Tahquiti Canyon Way Palm Springs,CA 92262 RE: Housing Element Update Proposal Dear Ken: As discussed last month, Terra Nova is pleased to submit the following proposal to update the City's Housing Element for the 2014-2021 planning period.As with the last update, this proposal assumes that the policy direction and intent of the Housing Element remains the same,and that this update will address the City's new Regional Housing Needs Assessment, updated statistical information and changes in law, but will otherwise remaim the same. We have also assumed that the State's Streamlining Program can be used for this update. The City updated its Flousing Element and received California Department of Dousing and Community Development (HCD) 'certification' for the document in 2010. The current Housing Element addresses the 2006 through 2013 planning period, and has been adopted by the City Council. No re-zoning was required to meet the City's RHNA, but zone text amendments were required.For purposes of this proposal,it is assumed that those amendments have.been completed, or will be completed by the City prior to the end of this year. The current Housing Element was based on 2000 Census data,because 2010 Census data was not available at the time of its drafting.The update will need to include 2010 Census information. The Draft RHNA for the 2014-2021 planning period has been released, and decreases the City's RMA target to 272 units.The City will therefore be able to reduce its site inventory,and should be able to meet its RHNA allocation with less land that currently required. The Housing Element will need to address the loss of Redevelopment Agency activities, funding and participation. As changes in law continue to unfold, it is currently difficult to determine how these items will be addressed.The Housing Element draft will need some flexibility to incorporate changes as they occur. Finally, State law now requires that the Housing Element be adopted within 120 days of October 2013,in order to avoid penalties. Our proposed schedule works to adopt the Element in plenty of time to meet that requirement. We have estimated that HCD's review of the Update should not require more than two submittals. 42635 MELANIE PLACE,SUITE 101, PALM DESERT,CA 92211 760-341-4800 _ 12 Revis d:6116110 720599.1 city of Palm Springs Maraca Proposal January 9,2013 Pa-1 of 4 Task Outline and Schedule of Work We believe that the Housing Element Update should not incorporate any significant changes in Policy direction,and have identified the following critical tasks as part of the Update effort These tasks are directly tied to the schedule and the estimate of man-hours hours provided below. • Review existing policies and programs, and develop analysis of progress made in addressing each of theta. Identify policies and programs that require carry-over into the Update,eliminate those that have been completed,and determine new programs that may be necessary for the 2014-2021 planning period. This task will also address the loss of Redevelopment,insofar as the assignment of responsibility for programs will need to be shifted elsewhere. • Update demographic section to include 2010 Census information,and where appropriate more recent information (such as Department of Finance, current housing stock and values,etc.). • Work with staff to determine what sites will be needed in the vacant lands inventory to meet the City's reduced RHNA. • in compliance with SB 512, expand the Special Housing Needs Assessment to include persons with developmental disabilities. Research will focus on existing agencies providing services,including DesertArc,Angel View and others. Revise programs to meet requirements of SB 375, defining timelines for programs to ensure implementation with beneficial impacts during the program period (Programs currently shown as "On-going" will require more specific identification and quantification of benefits within the 2014-2021 planning period.) • Update goals, policies and programs to reflect elimination of Redevelopment Agency. Work closely with staff in incorporating any changes in legislation that might protect housing funds or re-institute housing funds in the Update. • In coordination with City Staff, prepare for, coordinate and staff two community workshops(primarily geared toward stakeholders such as affordable housing developers, public agency staffs,etc.). • Coordinate response to comments from HCD with City staff, and draft modifications to Update as necessary. Prepare CEQA Initial Study and Checklist, Negative Declaration and public notice documentation.Provide to City staff for circulation to responsible agencies. •. Coordinate with staff in the preparation of staff reports and resolutions. • Attend one Planning Commission and one City Council bearing. 13 Revised:6/16110 720599.1 City of Palm Springs Element Proposal January 9,2013 Page 3 of4 The project schedule is provided below. Project Schedule Tank M3 Y13 4113 51U 6r13 7113 8113 91r3 lam 11113 =13 1J14 2J14 Research&Data Collection • Demographics • Review existing Policies& {{ • Analyze&modify&tics i inventory • Optional:LAFCo and utility House Element Drafting Community Workshops i HCD Review,1st Draft(60 days) Amend Element per HCD Commems HCD Review 2p°draft(60 days) Pmpme&Ciucolme Initial Study 20 da s Planning Commission Hearing Council Hearing AdoptedDecu ment Review by HCD/Catificatimn Project Budget Based on the tasks and project schedule;we have developed the following estimate of the hours needed to complete the Housing Element Update. Task Cost Client Staff Meetings (8 bra @$155/Hr.) $1240.00 Preparation for and Attendance at Two Public Workshops (12 hrs @$155/1-1r.) $1,860.00 Research and Documentation,Statistical Analysis (48 hrs @$95/Hr.) $4,560.00 Housing Element Drafting (16 hrs @$155/Hr.) $2,480.00 (40 hrs @$95/I1r.) $3AW.00 CEQA Initial Study,Neg.Dec.,public notices,etc. (16 hrs @$95/Hr.) _ $1,520.00 HCD Submittal and Changes/Additions (30 his @$155/1-15r.) $4, MDO 14 Revised:6116110 720599.1 City of Palm Springs Element Proposal January 9,2013 Page 4 of 4 Public Hearings(I PC&1 CC) (6 hrs @$155Alt.) $930.00 Administrative Assistance(30 hrs. @$40JHr.) $1,200.00 Miscellaneous Printing' $500.00 Misc.Office:Postage,telephone,FAX,photocopies,etc.' $500.00 Printing of Draft and Final Housing Element2 $500.00 Total Project Budget $23,740.00 1. Will be billed at cos This bud or Pigum is an an. urnate=1 2. Assumes 5 nweenc dm domments, D documents,and 20 PC&CC documeuts. Conclusion I believe that the scope and budget provided above accurately reflect the level of effort that will be required to complete the City's Housing Element Update. I look forward to discussing this project with you further. If you have any questions or require additional information,please do not hesitate to contact me. Sincerely, Nicole Sauviat Criste Principal 15 Revised:6J16/10 720599.1 EXHIBIT "B" INSURANCE PROVISIONS Including Verification of Coverage, Sufficiency of Insurers, Errors and Omissions Coverage, Minimum Scope of Insurance, Deductibles and Self-Insured Retentions, and Severability of Interests (Separation of Insureds) 16 Revised:e/16/10 72051)9A INSURANCE 1. Procurement and Maintenance of Insurance. Consultant shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Consultant's performance under this Agreement. Consultant shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City, and submit concurrently with its execution of this Agreement. Consultant shall also carry workers' compensation insurance in accordance with California workers' compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extensions. Such insurance shall not be cancelable without thirty(30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Consultant's obligation to indemnify City, its elected officials, officers,agents,employees, and volunteers. 2. Minimum Scooe of Insurance. The minimum amount of insurance required under this Agreement shall be as follows: 1. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars($2,000,000)general aggregate; 2. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00)per occurrence; 3. Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate is: X required is not required; 4. Workers' Compensation insurance in the statutory amount as required by the State of California and Employer's Liability Insurance with limits of at least one million dollars $1 million per occurrence. If Consultant has no employees, Consultant shall complete the City's Request for Waiver of Workers' Compensation Insurance Requirement form. 3. Primary Insurance. For any claims related to this Agreement, Consultant's insurance coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Consultant's insurance and shall not contribute with it. For Workers' Compensation and Employer's Liability Insurance only, the insurer shall waive all rights of subrogation and 17 Revised:6/16H0 720599.1 contribution it may have against City, its elected officials, officers, employees, agents, and volunteers. 4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required, and if Consultant provides claims made professional liability insurance, Consultant shall also agree in writing either(1)to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Consultant's services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier in the amount required by this Agreement for at least three years after completion of Consultant's services under this Agreement. Consultant shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy. 5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best's Key Rating of B++, Class VII, or better, unless otherwise acceptable to the City. 6. Verification of Coverage. Consultant shall fumish City with both certificates of insurance and endorsements, including additional insured endorsements, effecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Consultant's insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers' Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or(2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: 1. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured... " ("as respects City of Palm Springs Contract No. or 'for any and all work performed with the City"may be included in this statement). 2. "This insurance is primary and non-contributory over any insurance or self- insurance the City may have..." ("as respects City of Palm Springs Contract No. or 'for any and all work performed with the City"may be included in this statement). 3. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, "endeavor to"mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. 18 Revised:6l1W10 720599.1 4. Both the Workers' Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Consultant's obligation to provide them. 7. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City prior to commencing any work or services under this Agreement. At the option of the City, either (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its elected officials, officers, employees, agents, and volunteers; or(2) Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self-insured retention under the policy. Consultant guarantees payment of all deductibles and self-insured retentions. 8. Severability of Interests (Separation of Insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer's liability. 19 Revised:6116/10 720599.1 r L -4 TERRA NOVA PLANNING & RESEARCH, INC. May 20, 2009 1VI1. Craig Ewing City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 RE: Housing Element Update Dear Craig: As you know, we have recently submitted our second draft of the Housing Element for review by the Department of Housing and Community Development. Their response is expected by mid- June. I am hopeful that this will be our final round, and that we will be found compliant. Following that finding, we will need to prepare the Negative Declaration/Initial Study, and process the Housing Element through the Planning Commission and the City Council. I would expect that we will complete the process by September or October. As our contract time period expires shortly, we would respeetfully request an extension to the contract through October, 2009. Sincerely, ////�7 Nicole Sauviat Criste Principal The City hereby extends the term of this contract (No. A5587) to October 31, 2009. 4Za' = " r ' . Ewing, P, Director of Planning Services Date "A !7 David H. Ready, J[[ P7 i�, City M ri j Dat Approved es to Form — Douglas C. Holland, City Attorney �F� r, ✓ 400 SOUTH FARRELL. SUITE B-205, PALM SPRINGS, CA 92262 760-320-9040 I CONSULTING SERVICES AGRE,EMENT Terra Nova Planning&Research, Inc. for update of Dousing Element THIS AGREJ�MENT FOR CONSULTING SERVICES (the "Agreement") is made and entered into this Yflay of November, 2007, by and between the City of Palm Springs, a California charter city and municipal corporation("City"), and Terra Nova Planning&Research Inc.,("Consultant"). RECITALS A_ City requires the services of a professional planning and research consultant for the update of the City's housing clement("Project"). B. Consultant has submitted to City a proposal to provide updated housing clement services to City pursuant to the terms of this Agreement. C. Based on its experience, education, training, and reputation, Consultant is qualified to provide the necessary services to City for the Project and desires to provide such services. D. City desires to retain the services of Consultant for the Project. NOW, THEREFORE, in consideration of the promises and mutual agreements contained herein, City agrees to retain and does hereby retain Consultant and Consultant agrees to provide services to the City as follows_ AGREEMENT 1. CONSULTANT SERVICES 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide housing element update services to City as described in the Scope of Services/Work attached to this Agreement as Exhibit "A" and incorporated herein by ! reference (the "services" or "work"), which includes the agreed upon schedule of performance and the schedule of fees. Consultant warrants that all services and work shall be.performed in a competent, professional, and satisfactory manner in accordance with all standards prevalent in the industry. In the event of any inconsistency between the terns contained in the Scope of Services/Work and the teams set forth in the main body of this Agreement, tine terns set forth in the main body of this Agreement shall govern. 1.2 Compliance with Law. All services rendered under this Agreement shall be provided by Consultant in accordance with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations promulgated thereunder. 1.3 Licenses and Permits. Consultant shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the services required by this Agreement. 0.R�,GflN%4_ BE' ion, pcR;�aPJ�Cr� Revised:3/23107 5075393 1.4 Familiarity with Work. By executing this Agreement, Consultant warrants that it has carefully considered how the work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the work under this Agreement. 2. TIME FOR COMPLETJON. The time for completion of the services to be performed by Consultant is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit "A." Consultant shall not be accountable for delays in the progress of its work caused by any condition beyond its control and without the fault or negligence of Consultant. Delays shall not entitle Consultant to any additional compensation regardless of the party responsible for the delay. 3. COMPENSATION OF CONSULTANT 3.1 Compensation of Consultant, For the services tendered pursuant to this Agreement, Consultant shall be compensated and reimbursed, in accordance with the schedule of fees set forth in Exhibit"A,"which total amount shall not exceed$24,720. 3.2 Method of Payment. In any month in which Consultant wishes to receive payment, Consultant shall no later than the first worki ng day of such month, submit to City in the form approved by City's finance director, an invoice for services rendered prior to the date of the invoice. Payments shall be based on the hourly rates as set forth in Exhibit "A" for authorized services performed. City shall pay Consultant for all expenses stated thereon, which are approved by City consistent with this Agreement, within thirty (30) days of receipt of Consultant's invoice. 3.3 Changes. In the event any change or changes in the Scope of Services/Work is requested by City, the parties hereto shall execute a written amendment to this Agreement, setting forth with particularity all terms of such amendment, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents or other work product or work when documents or other work product or work is required by the enactment or revision of law subsequent to the preparation of any documents,other work product, or work; B. To provide for additional services not included in this Agreement or not customarily famished in accordance with generally accepted practice in Consultant's profession. 3.4 Appropriations. This Agreement is subject to and contingent upon funds being appropriated therefore by the City Council of City for each fiscal year covered by the Agreement. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City_ 4. PERFORMANCE SCHEDULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. z Rovisud:=3107 5076392 4.2 Schedule of Performance. All services rendered pursuant to this Agreement shall be performed pursuant to the agreed upon schedule of performance set forth in Exhibit"A." The extension of any time period must be approved in writing by the Contract Officer. 4.3 Force Maieure. The time for perfonnancc of services to be rendered pursuant to this Agreement may be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Consultant, including, but not limited to, acts of God or of a public enemy, acts of the government, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, and unusually severe weather if Consultant shall within ten(10) days of the commencement of such condition notify the Contract Officer who shall thereupon ascertain the facts and the extent of any necessary delay, and extend the three for per£onning the services for the period of the enforced delay when and if in the Contract Officer's judgment such delay is justified, and the Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. 4.4 Term. Unless earlier terminated in accordance with Section 9.5 of this Agreement, this Agreement shall continue in full force and effect for a period of one year, from date of contract execution,unless extended by mutual writicn agreement of the parties. 5. COORDINATION OF WORK 5.1 Representative of Consultant. The following principal of Consultant is hereby j designated as being the principal and representative of Consultant authorized to act in its behalf with respect to the services and work specified herein and snake all decisions in connection therewith: Nicole Sauviat Cristo, Principal. it is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. The foregoing principal may not be changed by Consultant without prior written approval of the Contract Officer. 5.2 Contract Officer- The Contract Officer shall be the City Manager, or his/her designee. it sball be the Consultant's responsibility to keep the Contract Officer, or his/her designee, £ully informed of the progress of the performance of the services and Consultant shall refer any decisions that 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, 5.3 Prohibition Against Subcontraetin:t or Assignment. The experience, knowledge, education, capability, and reputation of Consultant, its principals and employees, were a substantial inducement for City to enter into this Agreement. Therefore, Consultant shall not contract with any other individual or cntity to perform in whole or in part the services required hereunder without the express written approval of City. In addition, neither this Agreement nor any interest herein may be assigred or transferred, voluntarily or by operation of law,without the prior written approval of City. 3 Rwiscd:31231D7 5076312 5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. Consultant shall perform all services required herein as an independent contractor of City and shall not be an employee of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role; however, City shall have the right to review Consultant's work product,result, and advice. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. 5.5 Personnel, Consultant agrees to assign the following individuals to perform the services set forth herein. Consultant shall not alter the assignment of the following personnel without the prior written approval of the Contract Officer. Acting Through the City Manager, the City shall have the unrestricted right to order the removal of any personnel assigned by Consultant by providing written notice to Consultant. Name: Title: Nicole Sauviat Criste Principal 6. INSURANCE Consultant shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in Exhibit"B,"which is attached hereto and is incorporated herein by reference_ 7. INDEMNIFICATION. To the fullest extent permitted by law, Consultant shall defend (at Consultant's sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the"Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively"Claims"), including but not limited to Claims arising from injuries to or death of persons (Consultant's employees included), for damage to property, including property owned by City, from any violation of any federal, state, or local law or ordinance, and from errors and omissions committed by Consultant, its officers, employees,representatives, and agents, which Claims arise out of or are related to Consultant's performance under this Agreement, but excluding such Claims arising from the negligence or willful misconduct of the City, its elected officials, officers, employees, agents, and volunteers. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Consultant's indemnification obligation or other liability hereunder. 4 Rcvmd 3123/07 sp7r,a9.s S. RECORDS AND REPORTS 8.1 Resorts. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. 8.2 Records. Consultant shall keep such books and records as shall be necessary to properly perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and flee access to such books and records at all reasonable times, including the tight to inspect, copy, audit, and make records and transcripts from such records. 8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the perfonnance 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 Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials hereunder- Consultant may retain copies of such documents for its own use. Consultant shall have an unrestricted right to use the concepts embodied therein. I 8.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract officer. 8.5 Cost Records. Consultant shall maintain all books, documents,papers, employee time sheets,accounting records, and other evidence pertaining to costs incurred while performing under this Agreement and shall make such materials available at its offices at all reasonable times during the term of this Agreement and for three (3) years fi-om the date of final payment for inspection by City and copies thereof shall be promptly furnished to City upon request. 9. ENFORCEMENT OF AGREEMENT 9.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the Iaws of the State of California. Legal actions concerning any dispute, claim, oi- matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 9.2 Waiver. No delay or omission in the exorcise of any right or remedy of a nou- defaulting party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of Consultant. Any waiver by either patty of any default must be in writing and shall not be a waiver of any other default concerting the same or any other provision of this Agreement. 5 Rftjvc :V23107 507G39.2 i 9.3 Rights and Remedies are Cumulative. Except with respect to rights slid 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. 9.4 Legal Action. In addition to any ether rights or remedies, either party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. 9.5 Termination Prior to Expiration of Terin_ City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Consultant, except that where termination is due to the fault of Consultant and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Consultant shall be entitled to compensation for all services rendered prior to receipt of the notice of termination and for any services authorized by the Contract Officer thereafter_ Consultant may terminate this Agreement, with or without cause, upon thirty (30) days written notice to City. 10. CITY OFFICERS AND EMPLOYEES, NON-DISCRIMINATION 10.1 Non-Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Consultant, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Consultant or its successor, or for breach of any obligation of the terms of this Agreement. { 10.2 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination or segregation in the performance of or in connection with this Agreement regarding any person or group of persons on account of race, color, creed, religion, sex, marital status, disability, sexual orientation,national origin, or ancestry. It. ]MISCELLANEOUS PROVISIONS 11.1 Notice. Any notice, demand, request, 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 pre-paid, first-class mail to the address set forth below. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated seventy-two (72)hours from the time of rnading if mailed as provided in this Section. Revised:3l23107 507639.2 To City: City of Palm Springs Attention: City Manager&City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Consultant: Terra Nova Planning&Research, Inc. Attn: Nicole Sauviat Cristo 400 South Farrell, Suite 13-205 Palm Springs, CA 92262 11.2 Inte-grated Agreement. This Agreement contains all of the agreements of the parties and cannot be amended or modified except by written agreement. 11.3 Amendment. This Agreement may be amended at any time by the mutual i consent of the parties by an instrument in writing. 11.4 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 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 shall be interpreted to carry out the intent of the parties hereunder. i 11.5 Authoritv. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by so executing this Agreement the parties hereto are formally bound to the provisions of this Agreement. [SIGNATURE PAGE SEPARATELY ATTACHED] 7 Revised'9=107 507639.2 IN WITNESS WHEREOF, the parties have excouted this Agreement as of the dates stated below. "CITY" City of Palm Springs Bate: I 1 !`1 Z [�O 13 David H.Ready City 1Vlanager pppROVEU BY CITY MANAGER r d�^�Jr/FJ APPROVED AS TO FORM: ATTEST r _ - kAzaBy: BY Dougl s C.Holland, J es Thompson, City Attorney City Clcrk "CONSULTANT" Terra Nova Planning&Research, Inc. i Date: t7/- 9, Goo-;` By. i r� ohn Criste (presidex t) � Nicole Sat viat C ' to I� r (secretary) g Rev[Wd:X23107 sm�39.; State of California ) )ss. County of Riverside ) on 1 /�7 before me,_Mari Lvmr Boswell, Notary Public Date Name acid Title of Officer personally appeared Name(s)of Signcr(s) ❑personally known to me proved to me on the basis of satisfactory evidence MART NN epSWELL to be the person(s)whose name(s)is/are subscribed to the NOTARY PUBLIC @ CALIF x within instrument and acknowledged to me that NOTARY PU9LIC•CALIFORNIA� S RIVERSIDE COUNTY he/she/they executed the same in his/her/their authorized Commission Exotes APR 18,2889 capacity(ies),and that by his/her/their signatures(s)on the instrument the person(s), or the entity upon behalf of which the person(s)acted, executed the instrument. WITNESS y hand and official seal Signature of Notary public EXHIBIT "A" CONSULTANT'S SCOPE OF SERVICES/WORK Including, Schedule of Fees And. Schedule of Performance i 9 Revised:3122107 5076392 I r 1 L TERRA NOVA PLANNING & RESEARCH, INC. November 1,2007 Mr. Ken Lyon City of Palm Springs 3200 E.Tahquitz Canyon Way Palm Springs,CA 92262 RE: Housing Element Update Proposal Dear Ken- Following our recent telephone conversations, please find below our scope of work and budget for the updating of the Housing Element of the General Plan. It is our understanding that the City has only recently adopted its Housing Element as part of the General Plan.The Housing Element contained the 1998-2006 planning period Regional Housing Needs Assessment(RI-INA), and has been determined consistent with State law by the Department of Housing and Community Development(HCD). The Element does not, however, reflect changes in the law since the 1998- 2006 planning period, or the City's 2006-2014 RHNA allocation. The City wishes to update the Element to make it consistent with requirements of the current planning period, but otherwise does not wish Co substantively change the Element. it has been assumed that the City will be able to provide parcel-level mapping from its General Plan land use map, for use in the available site analysis- It is also assumed that the City would furnish Terra Nova with electronic copies, in Word,of the current Housing Clement. Scope of Work ➢ Establish meeting schedule for City staff/Terra Nova meetings, status meetings and public workshops. ➢ With City staff assistance, develop a stakcholdcr's list of agencies, persons and organizations with an interest in affordable housing issues. Develop materials publicizing two public workshops for proposes of gathering data and input on the amendment of the Element. ➢ Progress made toward meeting the goals and policies of the existing element will be quantified, and provided in a"review and revise section". Potential preservation methods available to insure the long terra viability of at-risk units will be presented. ➢ Update demographics in the Element to include data available for 2006 or 2007, from third party sources other than the Census. Not all information can be updated, but items such as population, housing sales prices,rentals,etc.,will be updated. i Update land use designation and acreage from General Plan Land Use Map. The analysis will lead to a section which identires adequate available lands to meet the RHNA 400 SOUTH FARRELL,SUITE 6-205, PALM SPRINGS, CA 92262 760-320-9040 Mr.Ken Lyon November 1,2007 Page 2 of 4 allocation- Working with City staff, identify specific parcels available for affordable housing projects, and determine whether their zoning is appropriate for the use- Quantify available lands and assure that sufficient Iands are identified to meet the 2006-2014 RHNA allocation. ➢ Incorporate Southern California Association of Governments RiTKA allocation for the City into Element text, and modify needs analysis for future housing based on the allocation. Coordinate RHNA allocation with City and establish strategies to help achieve allocation goals. ➢ Incorporate RDA housing data to the extent the City is actively pursuing housing programs. Coordinate financial data and incorporate into the Element ^r Update goals, policies and programs to reflect current R14NA allocation. The policy direction of the Housing Element is not expected to change- The issue of adequaie lands, and reflecting the new RHNA allocation,will be the focus of this task. ➢ Prepare sereenclieck draft Element for staff review and approval. Amend draft Housing Element as required,and submit to NCD COT review. ➢ Conduct third community workshop,presenting the draft Element to the community, and reviewing the highlights of the policy direction with the public. This may be held as a joint Planning Commission/City Council workshop, in order to familiarize these two bodies in the document and its process. j ➢ Track HCD review process, and facilitate provision of any additional information or explanation of methodology, as required. The goal is to receive conditional approval of the Element by FICD prior to its submittal to the Planning Commission and City Council for their actions. ➢ Make changes zequircd by HCD, after review and approval by City staff, We would assume one revision ro accommodate HCD comments. ➢ Prepare CEQA Initial Study Checklist (IS), Negativc Declaration and public notice documentation. Provide to City for posting and advertising in Desert Sun. ➢ Prepare, in cooperation with City staff, Planning Commission and City Council staff reports, in a format acceptable to the City. Working with City staff, make presentation and answer questions at one Planning Commission and one City Council hearing. Prepare any amendments made by City Council action, and submit to HCD for certification. ➢ Provide City with final electronic document for City's integration into the General Plan- Mr.Ken Lyon November 1,2007 Page 3 of 4 Housing Element Update Project Budget Terra Nava Staff Time Amount Client Staff Meetings (12 hrs @ $155/Hr) S 1,860,00 Preparation for and Attendance at Three Public Workshops (24 hrs @ $155/Hr,) $ 3,720.00 Research and Documentation, Statistical Analysis (36 hrs @ $110/Hr.) $3,960.00 Housing Element Drafting (14 hrs @ $155/Hr.) $2,170.00 (30 hrs a $1 10/Hr.) $3,300-00 CEQA Tnitial Study,Neg.Dec.,public notices,etc. (10 hrs @ $155/Hr.) $ 1,550-00 HCD Submittal and Changes/Additions (16 hrs @ $155/Hr.) $2,480.00 Staff Reports,Presentations, etc. for PC&CC (10 hrs @ $155/Hr.) $ 1,550.00 Public Hearings(I PC& 1 CC) (b hrs @ $155./HrJ $930.00 Administrative Assistance(30 hrs. @ $40./Hr.) $ 1,200-00 Miscellaneous Printing' $500-00 Misc. Office: Postage,telephone,FAX,photocopies,etc.' $500.00 Printing of Draft and Final Housing Element" $ 1,000.00 Total Project Budget $24,720.00 I- Will be billed atca. This budges figure man esdmare nnl a6 IAssumes 5 screencheek dm ocumen s,, raR documen nd 2D PC&CC documeals. n Not To Exceed Conclusion Without The Expr s�s W en I believe that the scope of work and budget accurately reflect our convuAtttchw tatiolrlivDLyThe City questions,please feel free to call me. Manager. Sincerely, Not To iExreed $ Withc ss Written Nicole Sauviat Crisle Authorixakiun Of The City Manager. Principal Mr Ken Lyon November 1,2007 Page 4 of 4 r � L J TERRA.NOVA PLANNING& RESEARCH,INC. 400 S.FARRELL DR.,SUITE B-205 PALM SPRINGS,CA 92262 STANDARD FEE SCHEDULE 2007 Terra Nova invoices its clients on a cost-basis using an hourly billing system. The scope of each planning effort is typically broken down by task and assigned estimated necessary staff time and the applicable hourly rate. All payments for services rendered are to be made payable to Terra Nova Planning & Resuarch, Inc. unless otherwise indicated. Clients are invoiced on a monthly basis,and invoices are due and payable upon receipt. A ohargc of 1.5%per month is added to all invoices over 30 days past due.The current fee schedule is provided below: Terra Nova Staff hourly Rate Principal Planner $ 155.00 j Senior Planner S 135.00 Associate Planner S 110.00 Assistant Planner $ 95.00 Senior Biologist S 135.00 Media Specialist $ 55.00 � Computer Aided Drafting $ SS.QO I ]draftsman $40.00 Administrative Assistant $40.00 Secretarial Services $25.00 REIMBURSABLES Photo Copies S 0.15 ea. Blueprints/Xerox S 0.30/sq. ft. Computer Plotter $15 00/IIr. Telephone Toll Charges Cost FAX Transmittals Cost Reproduction, Special photographic services, document printing,aerial photogrammetry, postage, etc. Cost+15%. EXI3IBIT "B" I INSURANCE PROVISIONS Including Verification of Coverage, Sufficiency of Insurers, Errors and Omissions Coverage, Minimum Scope of Insurance, Deductibles and Self-Insured Retentions, and Severability of Interests (Separation of Insureds) i i 10 Revised:3/23/07 507G3).2 Insurance Consultant shall procure and maintain, at its sole cost and expense, and submit concurrently with its execution of this Agreement, in a form and content satisfactory to the City, public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Consultant's performance under this Agreement. Consultant shall also carry workers' compensation insurance in accordance with California workers' compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extension thereof, and shall not be cancelable without thirty (30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a linutation of Consultant's obligation to indemnify City, its elected officials, officers, agents, employees,and volunteers. A. Minimum Scone of Insurance. The minimum amount of insurance required hereunder shall be as follows: I. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars ($2,000,000)general aggregate; 2. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00)per occurrence; 3. Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate ; and, 4. Workers' Compensation insurance in the statutory amount as required by the State of California and Employer's Liability Insurance with hmits of at least one million dollars $1 million per occurrence_ If Consultant has no employees, Consultant shall complete the City's Request for Waiver of Workers' Compensation Insurance Requirement form. For any claims related to this Agreement, Consultant's insurance coverage shall be primary insurance as respects City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Consultant's insurance and shall not contribute with it. For Workers' Compensation and Employer's Liability Insurance only, the insurer shall waive all rights of subrogation and contribution it may have against City, its elected officials,officers, employees,agents,and volunteers, B. Errors and Omissions Coverage_ If Consultant provides claims made professional liability insurance, Consultant shall also agree in writing either (1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of t] Revised.3123107 5mG39 7. the completion of Consultant's services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier, or equivalent coverage with another company, in the amount required by this Agreement for at least three years after completion of Consultant's services under this Agreement. Consultant shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy- C. Sufficiency of Insurers- Insurance required herein shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best's Key Rating of B++, Class VII, or better,unless otherwise acceptable to the City. D. Verification of Coverage. Consultant shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, effecting all of the coverages required by this Agreement, The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Consultant's insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required fbr Errors and Omissions and Workers' Compensationpolicies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Foirn for the City of Palm Springs or(2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: 1. "The City of Palm Springs, its ogicials, employees, and agents are named as an additional insured.., " ("as respects City of Palm Springs Contract No. " or 'for any and all workperformed with the City"may be included in this statement). I 2. "This insurance is primary and non-contributory over any insurance or self- insurance the City may have..." ("as respects City of Palm Springs Contract No._" or 'far any and all workperformed with the City" maybe included in this statement). 3. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, "endeavor to" mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. 4. Both the Workers' Compensation and Employers Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. 50639.2 �� Revised:3I23107 All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorised by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required doegments prior to the commencement of work shall not waive the Consultant's obligation to provide them. E. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City prior to commencing any work or services under this Agreement. At the option of the City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its elected officials, officers, employees, agents, and volunteers; or, Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses- Certificates of Insurance must include evidence of the amount of any deductible or self-insured retention under the policy. Consultant guarantees payment of all deductibles and self-insured retentions. F. Severability of Interests (Separation of Insureds). This insurance applies separately to each insured against whom claiin is made or suit is brought except with respect to the limits of the insurer's liability. i 5076392 13 Revised:3I2M7