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HomeMy WebLinkAbout05326 - MICHAEL BUCCINO ASSOCIATES .t6�� �..�y �.�-„7... �, iV k E II Follow up by Wednesday,August 18,20 12 00 AM µ .......... pp _........................ .............................._......... J From Cindy Berardi Sent. Wed 814J2010 12t$4 PM Tm Janet Sheraton Cc: Subject: :5tatus on Contract Attachmehtsp'n A5326 Michael Buccino Assoc,pdf(718 KS) HI QIndy" i Please close the',agreem6nt, The P Was paid in full in Mai 2A07, Thank you, Janet Sheraton" All art Aaset Manager Q Springs lnternation�I�4lrpert d,D,E Tah,quYt�j�anT��1�U��,Suite�?F� Palm Spring ,K C 9226 760,318380e 7817 31 a 181 Website` w w,w. I r' air .Should the attached contra t ba clv ad auto,'I waa just reviewing the lily end nrticed all taflhe Insurances have expirrad.' Thank you Janet. i Yndr 5 rarcli aFtl�e ,itsCI ark ' city of�Pa)m Springs px74, Palm 5pnngsA 92252 , (760)322-8355 Cindy,Sera r O.palmsannas Ca,gg2 Please note the office hours for ItMall y ar a Monday-Th rsday 80-8pm,and we are closed on Fridaya -_ ........... �$hawt 1•.,.,'� Adobe Acrobat updat is a�For Follow ttp«Mi,,, ._f Keep Palm 5prings, , I M Status on Co;,. Status an Cantr:. ., "• j es43 AM CITY" OF PALM SPRINGS CONTRACT SERVICE AGREEMENT FOR AIRPORT LANDSCAPE ARCHITECTURAL SERVICES T.�I1i(S CONTRACT SERVICES AGREEMENT (herein Agreement ) is made and entered into this ur a day of 2006, by and between the CITY OF PALM SPRINGS, a municipal corporation, (herein" ity") and MICHAEL BUCCINO ASSOCIATES, (herein"Landscape Architect"). The term Landscape Architect includes professionals performing in a consulting capacity. The parties hereto agree as follows: 1.0 SERVICES OF CONTRACTOR 1.1 Scone of Services. In compliance with all terms and conditions of this Agreement, the Landscape Architect shall provide those services in connection with the Palm Springs International Airport Terminal Expansion ("Project"), as specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporate herein by this reference, which services may be referred to herein as the "services" or "work" hereunder. As a material inducement to the City entering into this Agreement, Landscape Architect represents and warrants that Landscape Architect is experienced in performing the work and services contemplated herein and, that it can and will at all times perform hereunder in a first class, professional manner, meaning that Landscape Architect's services shall be satisfied in accordance with standards of practice recognized for architectural firms of similar size, quality, experience and expertise as Landscape Architect,performing similar work under similar circumstances. 1.2 Architect's Proposal. The Scope of Service shall include the Architect's proposal which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern. 1.3 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules and regulations of the City and any Federal, State or local governmental agency having jurisdiction in effect at the time service is rendered. 1.4 Licenses, Permits. Fees and Assessments. Landscape Architect shall obtain at its sole cost and expense such professional licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Landscape Architect shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Landscape Architect's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City against any such fees, assessments,taxes,penalties or interest levied, assessed or imposed against City hereunder. 1.5 Familiarity with Work. By executing this Contract, Landscape Architect warrants that Landscape Architect (a) has thoroughly investigated and considered the scope of services to be performed (b) has carefully considered bow the services should be performed and (c) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Landscape Architect warrants that Landscape Architect has, or will, investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Landscape Architect discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Landscape Architect 1 ORIGINAL BID ANDJOR AGREEMENT shall immediately inform the City of such fact and shall not proceed except at Landscape Architect's risk until written instructions are received From the Contract Officer. 1.6 Care of Work. The Landscape Architect shall adopt reasonable methods in furnishing Landscape Architect's work, materials, papers, documents, plans, studies and/or other instruments of Landscape Architect's services to prevent losses or damages. 1.7 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. 1.8 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Landscape Architect, incorporating therein any adjustment in (i) the compensation provided for at Section 2.1 below, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Landscape Architect. Any increase in compensation of up to five percent (5%) of the Contract Sum or $25,000; whichever is less, or in the time to perform of up to one hundred eight (180) days may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively must be approved by the City Council. It is expressly understood by Landscape Architect that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services or reasonably contemplated therein. Landscape Architect hereby acknowledges that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Landscape Architect anticipates and that Landscape Architect shall not be entitled to additional compensation therefore. 1.9 5 ecial Re uirements. Additional terms and conditions of this Agreement if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit "B" and any other provisions of this Agreement, the provisions in Exhibit"B" shall govern. 2.0 CO1NI1'ENSATION 2.1 Contract Sum. For the services rendered pursuant to this Agreement, the Landscape Architect shall be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expense, transportation expense and other expenses as approved by the Contract Officer in advance, or specified in the Schedule of Compensation. The compensation referenced in the Schedule of compensation shall include the attendance of Landscape Architect at all project meetings reasonably deemed necessary by the City; Landscape Architect shall not be entitled to any additional compensation for attending said meetings. 2.2 Method of Payment. Unless some other method of payment is specified in the Schedule of Compensation, in any month in which Landscape Architect wishes to receive payment, no later than the first (I") working day of such month, Landscape Architect shall submit to the City in the form approved by the City's Director of Finance, an invoice for services rendered prior to the date of the 2 invoice. Except as provided in Section 7.3, City shall pay Landscape Architect for all expenses stated thereon which are approved by City pursuant to this Agreement no later than the last working day of the month. 3.0 PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. Landscape Architect shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the project specific "Notice to Proceed" and/or "Schedule of Performance" attached hereto as Exhibit "D", if any, and incorporated herein by this reference. When requested by the Landscape Architect, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer. 3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Landscape Architect, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, Roods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Landscape Architect shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Landscape Architect be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Landscape Architect's sole remedy being extension of the Agreement pursuant to this Section, and recovery of actual costs incurred by such delay. In no event will Landscape Architect entitled to recover consequential damages as a result of such delay. 3.4 Term. Unless earlier terminated in accordance with Section 7.8 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding two (2) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit "D"). 4.0 COORDINATION OF WORK 4.1 Representative of Landscape Architect. The following employees of Landscape Architect are hereby designated as being the representative of Landscape Architect authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: Michael Buccino Michael Buccino Associates 77-734 Country Club Drive, Suite#A-3 Palm Desert, CA 92211 Phone: (760) 772-7166 Fax: (760) 772-7168 desi gn(cb,mbLICC149,C0171 3 It is expressly understood that the experience,knowledge, capability and reputation of the foregoing employees were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing employees shall be responsible, during the term of this Agreement, for directing all activities of Landscape Architectural Services and devoting sufficient time to personally supervise the services hereunder. 4.2 Contract Officer. The Contract Officer shall be such person as may be designated by the City Manager of City. It shall be the Landscape Architect's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Landscape Architect shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 4.3 Prohibition A¢ainst Subcontracting or Assignment. The experience, knowledge, capability and reputation of Landscape Architect, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Landscape Architect shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. In the event of any such unapproved transfer, including any bankruptcy procceding, this Agreement shall be subject to the provisions of Section 7.9 below. No approved transfer shall release the Landscape Architect or any surety of Landscape Architect of any liability hereunder without the express consent of City. The City's policy is to encourage the awarding of subcontracts to persons or entities with offices located within the jurisdictional boundaries of the City of Palm Springs and, if none are available, to persons or entities with offices located in the Coachella Valley. 4.4 Independent Landscape Architect. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Landscape Architect, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Landscape .Architect's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Landscape Architect shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Landscape Architect shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Landscape Architect in its business or otherwise or a joint venture or a member of any joint enterprise with Landscape Architect, 5.0 INSURANCE,INDEMNTI±ICATION AND)BONDS 5.1 Insurance. The Landscape Architect shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof,the following policies of insurance: 4 (a) Commercial General Liability Insurance. A policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of at least three million ($3,000,000) dollars bodily injury and property damage including coverage's for contractual liability, personal injury, independent contractors, broad form property damage, products and completed operations. The Commercial General Liability Policy shall name the City of Pahn Springs as additional insured in accordance with standard ISO additional insured endorsement form CG2010(1185) or equivalent language. (b) Worker's Compensation Insurance_ A policy of worker's compensation insurance in an amount which fully complies with the statutory requirements of the State of California and which includes $1,000,000 employer's liability. (c) Business Automobile Insurance. A policy of business automobile liability insurance written on a per occurrence basis with a single limit liability in the amount of$1,000,000 bodily and property damage. Said policy shall include coverage for owned, non-owned, leased and hired cars. (d) Additional Insurance. Additional limits and coverages, which may include professional liability insurance,will be specified in Exhibit`B". All of the above policies of insurance shall be primary insurance and issued by companies whose rating satisfies the requirements in Section 5.4 of this agreement. The insurer shall waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents, and their respective insurers. In the event any of said policies of insurance are canceled, the Landscape Architect shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Landscape Architect has provided the City with Certificates of Insurance, endorsements or appropriate insurance binders evidencing the above insurance coverage's and said Certificates of Insurance, endorsements,or binders are approved by the City. 5.2 Indemnification. Contractor agrees to indemnify the City, its officers, agents and employees against, and will hold and save them, and each of them, harmless from any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities, (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities of Architect, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the negligent acts or omissions of Architect hereunder, or arising from Architects's negligent performance of or failure to perform any term,provision, covenant or condition of this Agreement,whether or not there is concurrent passive or active negligence on the part of the City, its officers, agents or employees but excluding such claims or liabilities arising from the negligence or willful misconduct of the City, its officers, agents or employees,who are directly responsible to the City,and in connection therewith: (a) Architect will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; (b) Atchitect will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent 5 performance of or failure to perform such work, operations or activities of Architect hereunder; and Architect agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees are made a party to any action or proceeding filed or prosecuted against Architect for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Architect hereunder, Architect agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys'fees. 5.3 Sufficiency of Insurer or Surety. Insurance or bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated"A" or better in the most recent edition of Best's Key Rating Guide or in the Federal Register, unless such requirements are waived by the City Manager or designee of the City Manager due to unique circumstances. In the event the City Manager determines that the work or services to be performed under this Agreement create an increased or decreased risk of loss to the City, the Architect agrees that the minimum limits of the insurance policies and the performance bond required by this Section 5 may be changed accordingly upon receipt of written notice from the City Manager or designee. In the event of such an increase in the required coverage, the City shall provide reasonable reimbursement to the Architect for its actual costs of any increased premiums. 6.0 REPORTS AND RECORDS 6.1 Reports. Architect 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. Architect agrees that if Arcitect becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work Architect shall promptly notify the Contract Officer of said fact. 6.2 Records. Architect shall keep, and require any subcontractor to keep, such books and records as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. 6.3 Ownership of Documents. All drawings, specifications, reports, records, documents and other materials prepared by Arcitect, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement. Architect shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials hereunder. Any use of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Architect will be at the City's sole risk and without liability to Architect, and the City shall indemnify the Architect for all damages resulting therefrom. Architect may retain copies of such documents for its own use. Architect shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall provide for assignment to City any documents or materials prepared by them, and in the event Architect fails to secure such assignment,Architect shall indemnify City for all damages resulting therefrom. 6 6.4 Release of Documents. The drawings, specifications, reports, records, documents and other materials prepared by Architect in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 7.0 ENFORCEMENT OF AGREEMENT 7.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county. Architect covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 7.2 Disputes. In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party, in writing, of its contentions by submitting a claim therefor. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10) days of service of such notice and completes the cure of such default within forty-five (45) days after service of the notice, or such longer period as may be permitted by the injured patty; provided that if the default is an immediate danger to the health, safety and general welfare, such immediate action may be necessary. Compliance with the provisions of this Section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City's or the Architect's right to terminate this Agreement without cause pursuant to Section 7.8, 7.3 Retention of Funds. Architect hereby authorizes City to deduct from any amount payable to Architect (i) any amounts the payment of which may be in dispute hereunder, and (ii) all amounts for which City may be liable to third parties by reason of Architect's negligent acts or omissions under this Agreement. In the event that any claim, as a result of Arcitect's negligence, is made by a third party, the amount or validity of which is disputed by Architect, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Architect to insure, indemnify, and protect City as elsewhere provided herein. The amount of such funds retained shall in no event exceed Architect's maximum compensation amount under the Schedule of Compensation,as set forth at Exhibit"C". 7.4 Waiver.No delay or omission in the exercise of any right or remedy by a nun-defaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or 7 any other default by the other party. T6 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 7.7 Liquidated Damages_ Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to detemnine in the event of a breach of this Agreement, the Architect and its sureties shall be liable for and shall pay to the City liquidated damages as specified in the Schedule of Performance (Exhibit "C"). The City may withhold from any monies payable on account of services performed by the Architect any accrued liquidated damages. 7.8 Termination Prior to Expiration Of Term. This Section shall govern any termination of this Agreement except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Architect, except that where termination is due to the fault of the Architect, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Architect reserves the right to terminate this Agreement at any time, with or without cause, upon sixty (60) days written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Architect may determine. Upon receipt of any notice of termination, Architect shall immediately cease all services hereunder except as may be specifically approved by the Contract Officer. Except where the Architect has initiated termination, the Architect shall be entitled to compensation for all services rendered prior to the effective date of the notice of tennination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Architect has initiated termination, the Architect shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non- terminating party with the opportunity to cure pursuant to Section 7.2. 7.9 Termination for Default of Architect. If termination is due to the failure of the Architect to;Fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2,take over the work and prosecute the same to completion by contract or otherwise, and the Architect shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such darnages), and City may withhold any payments to the Architect for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 8.0 CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non-liability of City Officers and Employ_ No officer or employee of the City shall be personally liable to the Architect, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Architect or to its successor, or for breach of any obligation of the terms of this Agreement. 8.2 Conflict of Interest. No officer or employee of the City shall have any financial interest, 8 direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which he is directly or indirectly, interested in violation of any State statute or regulation. The Architect warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 8.3 Covenant Against Discrimination. Architect covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the performance of this Agreement. Architect shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin, or ancestry. 9.0 NUSCELLANEOUS PROVISIONS 9.1 Notice. Any notice, demand request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the attention of the Contract Officer, CITY OF PALM SPRINGS, Department of Aviation, Pahn Springs International Airport, 3400 E Tahquitz Canyon Way, Suite OFC, Palm Springs, California 92262. In the case of the Architect, it should be addressed to the person at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section. 9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 9.3 Integration; Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 9.4 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 9.5 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. 9 IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above. :_ •-. CITY OF PALM SPRINGS - ATTEST, - a municipal corporation r=- / C y Clerk �x2�Zd0 rc City Manager T� APPROVED BY CITY COUNCIL APPROVED WO FORM: p�1O •�b•� � 1�b By: wx'; / City Attorney v CONTRACTOR: Check one:_Individual_Partnership�i Corporation Corporations require two notarized signatures:One from each of the following:A,Chairman of Board,President,or any Vice President:AND 6.Secretary,Assistant Secretary,Treasurer,Assistant Treasurer,or Chief Financial Officer). By: Sy:�( � 4 Signatu a(notarized) - siiggntatuure(notarized) Na Name: t 41..L. i Title: Title:_ rn State of - State of 0 'L/Fo/ N1 1 ! Q County of Jffe County of i f2,w VJ ep5�f.�ic On L z� before me, On al o� before 1 L�G 1. n Ur 2.. /Urw personally `1 appeared personally ! � n �7 appeared Y)^ L-lJ j ERecu/U® pm ; " Imov n to me (or proved to me on the basis of satisfactory trine(or proved to me on the basis of satisfactory evidence) evidence) to be the person(s)- whosu namc(s}mare to be the persons) whose nameO is/are subscribed to the subs,cc,ribed ro the within instrument and acknowledged to me within instrument and acknowledged to me that Wshe/they rhatjfiYshehhey executed the SHmc in i- cr/their authorized executed the same in hi5/her/thuir authorized capacity(iP6, capacity(icz), and that by dgs�her/their signuturc,(n) on the and that by fi s/her/dh r signature(,4) on the instrument the instnuncnt the person(sr or the entity upon behalf of which person(z), or the entity upon behalf of which the person(s) the personWlacted,executed the instrument acted,executed the instrument. WITNCSS my hand and official seal. WITNESS my hand and official seal. ///y/� �/,(�/��•/-,� Notary Signamm--Ylu - Notary Signature! Notary Seal: Notary Seal: JANE1 M.BUCK Commission81527166 ViVIAN E3LVGZ fu'S ` .=i Notary Publk--California r~ COMM.ik1488CBS NOTnFYPUCLIC•CADFDRtvIA -^0 RWeraMe County My Comm,�xplD;COO IY 20U7 10 My Comm.Expkes Nov16.2W6f Architect has been hired to perform the services described in the Agreement,which include the creation of one or more designs, drawings, or plans ("Designs"). Architect acknowledges that City has budgeted the amount of Four Million Five Hundred Thousand Dollars ($4,500,000) for the construction phase of the Project(`Construction Budget"). Architect shall be responsible to do Project estimating to create Designs which will enable the Project to be constructed with at an amount which shall not exceed the Construction Budget by more than ten percent(10%). Should City solicit bids for construction of the Project, as such Project has been designed by Architect,and tlxe lowest responsible bid exceeds the Construction Budget by more than ten percent(10%),Architect agrees to revise the previous Designs,or to create new Designs, at no additional cost to City, so that a new price can be negotiated or the Project can be re-bid so that the Project does not exceed the Construction Budget by more than ten percent (10%). Notwithstanding the foregoing, Architect is not responsible for changes in the Project scope initiated by City and all such changes shall include appropriate mutually agreed changes to the Construction Budget. Section 4.2 The Contract Officer for this agreement is hereby designated as the following: Richard S Walsh, A.A.E. Director of Aviation City of Palm Springs, Dept of Aviation Palm Springs International Airport 76 013 1 8-39 01 FAX 760/318-3815 RichardSCo)ci.palm-springs.ca.us Section 5.1 No special insurance is required as set forth by Section 5.1(d). I. TITLE VI ASSURANCES A. During the performance ofthis agreement,the Architect,for itself,its assignees and successors in interest agrees as follows: I. Compliance with Regulations. The Architect shall comply with the regulations relative to nondiscrimination in Federally assisted programs of the Department of Transportation(hereinafter"DOT")Title 49,Code of Federal Regulations,Part 21, as they may be amended from time to time, (hereinafter referred to as the "Regulations"),which are herein incorporated by reference and made a part of this agreement. 2. Nondiscrimination. The Architect, with regard to the work performed by them during the agreement, shall not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurement of materials and leases of equipment_ The Architect shall not participate either directly or indirectly in the discrimination prohibited by Section 15 of the Regulations,including employment practices when the contract covers a program set forth in Appendix B of the Regulations. 3. Solicitations for Subcontracts,Including Procurement of Materials and Equipment. In all solicitations either by competitive bidding or negotiation made by the Architect for work to be performed under subcontract, including procurement of materials or leases of equipment,each potential subcontractor or supplier shall be notified by the Architect of the Architect's obligations under this contract and the 11 Regulations relative to nondiscrimination on the grounds of race,color,or national origin. 4. Information and Reports. The Architect shall provide all information and reports required by the Regulations or directives issued pursuant thereto and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the City or the Federal Aviation Administration (FAA)to be pertinent to ascertain compliance with such Regulations, orders,and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish this information,the Architect shall so certify to the City or the FAA, as appropriate, and shall set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance.In the event of the Architect's noncompliance with the nondiscrimination provisions of this agreement, the City shall impose such contract sanctions as it or the FAA may determine to be appropriate,including,but not limited to withholding of payments to the contractor under the contract until the contractor complies. 1. MINORITY BUSINESS ENTERPRISE (MBE)ASSURANCES A. It is the policy of the Department of Transportation(DOT)that minority business enterprises as defined in 49 CFR Fart 23 shall have the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with Federal funds under this agreement. Consequently, the MBE requirements of 49 CFR Part 23 applies to this agreement. B. The Architect agrees to ensure that minority business enterprises as defined in 49 CFR Part 23 have the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with Federal funds provided under this agreement.In this regard,all contractors shall take all necessary and reasonable steps in accordance with 49 CFR Part 23 to ensure that minority business enterprises have the maximum opportunity to compete for and perform contracts. Contractors shall not discriminate on the basis of race, color, or national origin, or sex in the award and performance of DOT assigned contracts. II. CITY'S RESPONSIBILITIES A. The City shall make available to the Architect all technical data that is in the City's possession including maps, surveys, property descriptions, borings, and other information required by the Construction Manager and related to his work- B. The City agrees to cooperate with the Architect in the approval of all plans and specifications, or should they disapprove of any part of said plans and specifications,shall make a decision timely in order that no undue expense will be accrue to the Architect because of lack of decisions. C. The City shall pay publishing costs for advertisements of notices,public hearings,requests for bids, and other similar items;shall pay for all permits and licenses that may be required by local,state,or 12 E Federal authorities;and shall secure the necessary land,casements,rights-of-way required for the project_ III. LANDSCAPE ARCMTECT'S RESPONSIBILITIES A. The City and the FAA or any of their duly authorized representatives shall have access to any books,documents,papers,and all other records which are directly related to this project(s)for the purpose of making audit, examination, excerpts, and transcriptions. II_ The Architect agrees to comply with Federal Executive Order No. 11246, entitled, "Equal Employment Opportunity",as supplemented in Department of Labor Regulations(41 CFR,Part 60) if this"agreement"exceeds$10,000' Sections 103 and 107 of the Contract Work Hours and Safety Standards Act(40 USC 317-330)as supplemented by Department of Labor Regulations(29 CFR, Part 5)if this"agreement exceeds" 525,00�0; and all applicable standards, orders, and regulations issued pursuant to the Clean Air Act of 1970 if this Aagreement exceeds $100,000. N. AVIATION SECURITY A. Prior to being granted access to certain secured areas of the Airport,the Construction Manager and all associated sub-consultants shall successfully complete a fingerprint based Criminal History Records Check(CHRC)in accordance with 49 CFR 1542.209 and/or the Airport Security Program (ASP). B. All violations of Airport security are also violations of the City of Palm Springs Municipal Code 11.33.052.Any such violation may result in arrest,the issuance of a citation and/or the immediate revocation of access privileges. 13 This agreement shall be for Landscape Architectural services at the Palm Springs International Airport for the Terminal Expansion Project(Part 2)specific to the exterior courtyards to include Landscaping,Security Walls, and Canopy coverage related to the outside courtyards and walkways for the airport terminal expansion project..A detailed scope of services,included in this agreement or in the form of an amendment to this agreement, shall be prepared and agreed to by the parties prior to the commencement of any work. NOW,THERETORE,the parties hereto agree as follows: LANDSCAPE ARCHITECTURAL SERVICES: Task 1 --Design development and construction documentation of exterior courtyards. Sub-Task a: Development of construction improvements for an exterior courtyard and connection walkway,to include security walls and canopy coverage, including, concept approvals, design development, and construction documents and specifications. • Re-Design and Construction Documents for Landscaping of exterior courtyard between Bono concourse and existing terminal and courtyard for new regional holdroom. • Re-Design and Construction Documents for security walls between existing walkway and new regional terminal and courtyard and the courtyard between Bono concourse and existing terminal. • Re-Design and Construction Documents for canopies and signage in exterior courtyard between Bono concourse and existing terminal and walkway and courtyard for new regional holdroom. DELIVERABLES: Architect and associated sub-consultants to provide full range of services necessary to complete bid documents for the Palm Springs International Airport Passenger Courtyard Expansion. • Design Development: All disciplines necessary for construction of the buildings and surrounding landscape. Scope includes all necessary coordination with the fabric roof supplier. • Construction Documents: Preparation of necessary project plans and specifications in City bid documents format and for plan check submission and approval. Task 2—Construction Administration Services for Landscaping tasks, security wall, connection walkway and canopy coverage. Sub-Task a: Construction support for landscape improvements for courtyard enhancements, connection walkway, security wal l and canopies for construction plans and specifications. Support including concept approvals, design development, 14 111 [ v�.'... ... Cyr.... 'CES construction documents and specifications, bidding and construction administration. • Re-Design and Construction Documents or Landscaping of exterior courtyard for new regional holdroom_ • Modifications to existing, security walls,walkways and roof canopies to accommodate new construction. • Addition of an exterior,partially covered walkway that extends from the new Security Expansion area to the new south hold room area and adjacent landscape therein. • Re-Design and Construction Documents for Landscaping of exterior courtyard between Bono concourse and existing terminal • Re-Design and Construction Documents for security walls and canopies and signage in exterior courtyard between Bono concourse and existing terminal DELIVERABLES: Architect and associated sub-consultants to provide full range of services necessary to support the Construction for the Palm Springs International Airport Terminal Expansion, Landscaping, Courtyard Modifications. • Permit Application • Construction Administration services: o Perform periodic site visits&attend construction meetings. o Provide written and/or graphic interpretations and clarifications of the Construction Documents (RFVs) o Facilitate communication between Design Team, Owner, Construction Manager and Contractor. o issue Bulletins to, authorize minor changes in the Work, issue supplemental instructions, confirm Field Orders or request proposals for changes in Work o Review Submittals including Samples, Product Data, Shop drawings and other submittals. o Preparation of Change Order documentation, as required, for Owner review and approval. o Conduct field review and develop punch list of outstanding items in conjunction with Owner and Construction manager_ o Issue Certificate of Substantial Completion. o Conduct field review for Final Completion and Project Close-out. 15 TASK ASSIGNMLNT CLARIFICATIONS: I. Interior Garden Court Area a. Zone 1A-- North Half i. This space shall be left as it presently exists. ii. Lawn and irrigation shall be added to the area from where the existing holdroom is removed. b. Zone 1 —South Half i. Add concession area for Future building. ii. Add adjacent outdoor seating area for future concession building. iii, Add temporary walkways to the existing walkway paving. iv. Add new planting to accommodate these &future improvements. v. Locate and provide all necessary stub outs for power, water, gas, sewer, and drainage. vi. Add Quasar moveable canopy shade structures to this area. vii. Provide pedestrian and landscape lighting for this area. *Alternate A scope of work for Zone 1 & Zone 1 A c. The pond would be removed but stub outs installed for the future. d. The concession building and outdoor sitting area will be part of this plan. e. Quasar moveable shade structures will be added into the entire garden court area. f. The planting, irrigation, and lighting will be revised to accommodate these revisions. II. Pedestrian Walkway to Remote Holdroom and Garden Zone 2 & 3. a. The security wall will be moved to the northernmost edge of the planting along the north side of the walkway. New security,wall shall be designed and specifications given for construction. b. Pedestrian lighting shall be added to accommodate the pedestrian walkway. c. The planting and irrigation shall be revised to accommodate the new wall location. d. Landscape lighting shall be revised to accommodate the new planting design. e. Add Quasar moveable shade structures along pedestrian walkway. f. Provide stub outs for future fire sprinklers in this area. 'There are no alternate plans needed for the pedestrian walkway area. 16 III. Remote Holdroom, Restroom & Garden Court Area Zone 3 a. Provide paving adjacent to concession building for outdoor eating and sitting. b. Develop new concession area for future concession building installation in south half of garden court. c. Temporary paving and lawn shall be added to the northern half of the garden court. d. The landscape shall be revised in the southern half of the courtyard to accommodate the proposed concession building. e. The landscape shall be revised in the northern half to accommodate temporary lawn area and paving redesign. f. The landscape between the building faces and the paving shall be installed as presently designed. g. Pedestrian lighting and landscape lighting shall be revised as necessary. In. Proposed water feature shall be revised as necessary. i. Quasar moveable shade structures shall be located in the garden court area. *Alternate B scope o work for Zone 3 Landscape plans shall be prepared showing the total paving for this area. The water feature shall be built as part of this alternate. 17 C/`�ri`h^i9d ` DTI= DOURLY RATES AND BILLING PROCEDURES I. Reimbursable Costs: A. Costs incurred must be consistent with the Federal cost principles contained in 48 CFR, Part 31, to be reimbursable under an airport planning or development grant. These costs have been estimated and included in the lump sum payment. Il. labor rates: A. Should it be necessary to perform services outside the scope of this contract, these services will be rendered upon your request in accordance. Listed Rates are inclusive of direct salary costs, labor overhead, general and administrative costs, direct nonsalary expenses and profit. B. Billing rates: Landscape Architect Principal's rate..........................................$175.00/hr Landscape Architects Assistant's rate. ..........----......................$ 85.00/hr Secretarial rate ..........---...................................................$ 35.00/hr III. Lump Sum Compensation: A. Design Phase..................................................................$21,500 B. Construction Documents................................................... $43,000 C. Project Construction (CA Support)....................................... $29,000 TOTAL COMPENSATION: $94,000 IV. Each phase will be a lump sum, not to exceed $94,000. Actual compensation shall be based on hours worked times the hourly rate, but not exceeding the $94,000. Architect shall submit invoices monthly based on the percentage completion of work for reimbursement. 18 SCHEDULE. 1. The services contemplated in this Agreement and assigned to the Landscape Architect to complete shall commence within 10 days from the 'Notice to Proceed' date and shall be completed based upon the time lines mutually agreed upon between the City and the Architect. Preparation of design and construction documents and completion of the above scope of services tasks shall be as noted below, effective per the NTP date: a. Design Phase—5 weeks b. City Approval —3 weeks c. Construction Documents Phase—6 weeks d. City Approval —3 weeks e. Construction Administration—6 months or Final Completion of the Work. 2. Progress payments shall be made as invoiced by the Architect and shall be based on the percentage completion of services provided. 19