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HomeMy WebLinkAbout05251 - DUDEK & ASSOCIATES INC FOCUSED ENTITLEMENTS MOUNTAIN VIEW IV WIND ENERGY Page I of I Kathie Hart From: Loretta Moffett Sent: April 09, 2009 2:02 PM To: Kathie Hart Subject: RE:A5251 - Dudek- Focused entitlement Mountain View IV Wind Energy Project 5.1081 Ok to close this one... Thanks Loretta Moffett oTL�� `C•: `/` Q ' Admmi%mbvc Assmlun-Development k Pldmmng Senores Phone 760-3234270—Fax 760.322.8360 111"`VVV��•�w E-mail. )rota. uUutt pa_msnrinr.9-ca nnv From: Kathie Hart Sent: Thursday, April 09, 2009 1:56 PM To: Loretta Moffett Subject: A5251 - Dudek- Focused entitlement Mountain View N Wind Energy Project 5.1081 Ok to close? Last note from you in 2007 was to keep it open. Kathie Hart, CMC Chief Deputy City Clerk City of Palm Springs 3200 E. Tahquitx Canyon Way Palm Springs,CA 92262 (760) 323-8206 1 la (760)322-8332 ® Kathle.HartePalmSpring.SCA.gov 04/09/09 Dudek & Associates Inc Focused Entitlements Mountain View IV Wind Energ,, A5251 CITY OF PALM SPRINGS CM auth 04-03-05 CONTRACT SERVICES AGREEMENT Consulting Services for Focused Entitlements for Mountain View IV Wind Energy Project 5.1081 THIS CONTRACT SERVICES AGREEMENT (herein "Agreement"), is made and entered into this �a Ij A" d�nJa!Ec41?14'Jkby and between the CITY OF PALM SPRINGS, a municipal corporation, (herein "City") and DUDEK & ASSOCIATES, INC. (herein "Contractor"). (The term Contractor includes professionals performing in a consulting capacity.) The parties hereto agree as follows: 1.0 SERVICES OF CONTRACTOR 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, the Contractor shall provide those services specified in the"Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference, which services may be referred to herein as the "services"or"work" hereunder. As a material inducement to the City entering into this Agreement, Contractor represents and warrants that Contractor is a provider of first class work and services and Contractor is experienced in performing the work and services contemplated herein and, in light of such status and experience, Contractor covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be of good quality, fit for the purpose intended. For purposes of this Agreement,the phrase"highest professional standards" shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. 1.2 Contractor's Proposal. The Scope of Service shall include the Contractor's proposal or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern. 1.3 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency having jurisdiction in effect at the time service is rendered. 1.4 Licenses, Permits, Fees and Assessments. Contractor shall obtain at uts sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and unterest,which may be imposed by law and arise from or are necessary for the Contractor's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City against any such fees, assessments, taxes penalties or interest levied, assessed or imposed against City hereunder. 1.5 Familiarity with Work. By executing this Contract, Contractor warrants that Contractor(a)has thoroughly investigated and considered the scope of services to be performed, (b) has carefully considered how the services should be performed, and (c)fully 5.1081 -Mountain View IV Wind Energy Contract 1 of 19 OM(3BNIAL MD AND/0'R AGREEMENT understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Contractor warrants that Contractor has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Contractor discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Contractor shall immediately inform the City of such fact and shall not proceed except at Contractor's risk until written instructions are received from the Contract Officer. 1.6 Care of Work. The Contractor shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence. 1.7 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither 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 or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Contractor, incorporating therein any adjustment in (i)the Contract Sum, and/or(ii)the time to perform this Agreement,which said adjustments are subject to the written approval of the Contractor. Any increase in compensation of up to ten percent(10%)of the Contract Sum may be approved by the Contract Officer as may be needed to perform any extra work. Any greater increases, taken either separately or cumulatively must be approved by the City Council. It is expressly understood by Contractor that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services or reasonably contemplated therein, regardless of whether the time or materials required to complete any work or service identified in the Scope of Work exceeds any time or material amounts or estimates provided therein.. 1.9 Special Requirements. Additional terms and conditions of this Agreement, if any,which are made a part hereof are set forth in the"Special Requirements" attached hereto as Exhibit"B" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit "B" and any other provisions of this Agreement, the provisions of Exhibit "B" shall govern. 1.10 Responsible to City. Contractor acknowledges and agrees that the work and services the Contractorwill produce for the City, including any initial study, screen check draft environmental impact report, draft environmental impact report, and final environmental impact report,will be prepared in strict and full compliance with the California Environmental Quality Act and the Environmental Quality Act Guidelines (collectively, the "Law"). Contractor further acknowledges and agrees that, consistent with the requirements of the Law, all documents that Contractor prepares must reflect the independent judgment 5.1081 -Mountain View IV Wind Energy Contract 2 of 19 of the City. All work performed and all work product produced shall be subject to review, revision, and approval of the Contract Officer and the final environmental impact report, including the draft environmental impact report, comments thereto, and all related responses to comments, will be subject to approval by the City Council. In addition, Contractor shall not meet with or discuss the work, services, or the contents of any work product with the applicant or a representative of the applicant without the express approval of the Contract Officer nor shall the Contractor take direction from the applicant or the applicant's representative. 2.0 COMPENSATION 2.1 Contract Sum. For the services rendered pursuant to this Agreement, the Contractor shall be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit"C"and incorporated herein by this reference, but not exceeding the maximum contract amount of TWENTY THOUSAND FOUR HUNDRED EIGHTY AND NO/100 DOLLARS ($20,480.00) (herein "Contract Sum"), except as provided in Section 1.8. The method of compensation may include: (i)a lump sum payment upon completion, (ii) payment in accordance with the percentage of completion of the services, (iii) payment for time and materials based upon the Contractor's rates as specified in the Schedule of Compensation, but not exceeding the Contract Sum or(iv) such other methods as may be specified in the Schedule of Compensation. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expense, transportation expense approved by the Contract Officer in advance, and no other expenses and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Contractor at all project meetings reasonably deemed necessary by the City; Contractor shall not be entitled to any additional compensation for attending said meetings. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Contractor anticipates, that Contractor shall not be entitled to additional compensation therefore, and the provisions of Section 1.8 shall not be applicable for such services. THE MAXIMUM AMOUNT OF CITY'S OBLIGATION UNDER THIS SECTION 2.1 IS THE AMOUNT SPECIFIED HEREIN. IF THE CITY'S MAXIMUM OBLIGATION IS REACHED BEFORE THE CONTRACTOR'S SERVICES UNDER THIS AGREEMENTARE COMPLETED, CONTRACTOR WILL NEVERTHELESS COMPLETE THE SERVICES WITHOUT LIABILITY ON THE CITY'S PART FOR FURTHER PAYMENT BEYOND THE MAXIMUM AMOUNT. 2.2 Method of Payment. Unless some other method of payment is specified in the Schedule of Compensation, in any month in which Contractor wishes to receive payment, no later than the first (1 st) working day of such month, Contractor shall submit to the City in the form approved by the City's Director of Finance, an invoice for services rendered prior to the date of the invoice. Except as provided in Section 7.3, City shall pay Contractor for all expenses stated thereon which are approved by City pursuant to this Agreement no later than the last working day of the month. 3.0 PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 5.1081 -Mountain View IV Wind Energy Contract 3 of 19 3.2 Schedule of Performance. Contractor shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time periods) established in the "Schedule of Performance" attached hereto as Exhibit"A, if any, and incorporated herein by this reference. When requested by the Contractor, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer, but not exceeding one year. 3.3 Force Maleure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and Without the fault or negligence of the Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes,freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Contractor shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Contractor be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Contractor's sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term. Unless earlier terminated in accordance with Section 7.8 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1)year from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit "A"). 4.0 COORDINATION OF WORK 4.1 Representative of Contractor. The following principals of Contractor are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: Ms. Karen Mendenhall, Project Manager Dudek & Associates, Inc. — Encinitas office 760-942-5147 Phone— 760-632-0164 Fax It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore,the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder. For purposes of this Agreement, the foregoing principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City. 4.2 Contract Officer. The Contract Officer shall be such person as may be designated by the City Manager of City. It shall be the Contractor's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor shall refer any decisions which must be made by City to the Contract 5.1081 -Mountain View IV Wind Energy Contract 4 of 19 Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 4.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Contractor shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent(25%)of the present ownership and/or control of Contractor,taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City. The City's policy is to encourage the awarding of subcontracts to persons or entities with offices located within the jurisdictional boundaries of the City of Palm Springs and, if none are available,to persons or entities with offices located in the Coachella Valley("Local -Subcontractors"). Contractor hereby agrees to use good faith efforts to award subcontracts to Local Subcontractors, if Local Subcontractors are qualified to perform the work required. In requesting for the City to consent to a subcontract with a person or entity that is not a Local Subcontractor, the Contractor shall submit evidence to the City that such good faith efforts have been made or that no Local Subcontractors are qualified to perform the work. Said good faith efforts may be evidenced by placing advertisements inviting proposals or by sending requests for proposals to selected Local Subcontractors. The City may consider Contractor's efforts in determining whether it will consent to a particular subcontractor. Contractor shall keep evidence of such good faith efforts and copies of all contracts and subcontracts hereunder for the period specified in Section 6.2. 4.4 Independent Contractor. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees, perform the services required herein, except as provided in Section 1.10 or otherwise set forth in this Agreement. City shall have no voice in the selection, discharge, supervision or control of Contractor's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Contractor shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor. 5.1081 -Mountain View IV Wind Energy Contract 5 of 19 5.0 INSURANCE, INDEMNIFICATION AND BONDS 5.1 Insurance. The Contractor shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance: (a) Commercial General Liability Insurance. A policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of a least$1,000,000 bodily injury and property damage including coverages for contractual liability, personal injury, independent contractors, broad form property damage, products and completed operations. The Commercial General Liability Policy shall name the City of Palm Springs as an additional insured in accordance with standard ISO additional insured endorsement form CG2010(1185)or equivalent language. The Commercial General Liability Insurance shall name the City, its officers, employees and agents as additional insured. (b) Worker's Compensation Insurance. A policy of 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 injury and property damage, Said policy shall include coverage for owned, non-owned, leased and hired cars. (d) Additional Insurance. Additional limits and coverages, which may include professional liability insurance, will be specified in Exhibit "B". All of the above policies of insurance shall be primary insurance. (Reference Section 5.4 regarding sufficiency.) The insurer shall waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents, and their respective insurers. In the event any of said policies of insurance are canceled, the Contractor shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Contractor has provided the City with Certificates of Insurance, endorsements or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance, endorsements, or binders are approved by the City. The contractor agrees that the provisions of this Section 5.1 shall not be construed as limiting in any way the extent to which the Contractor may be held responsible for the payment of damages to any persons or property resulting from the Contractor's activities or the activities of any person or person for which the Contractor is otherwise responsible. In the event the Contractor subcontracts any portion of the work in compliance with Section 4.3 of this Agreement the contract between the Contractor and such subcontractor shall require the subcontractor to maintain the same polices of insurance that the Contractor is required to maintain pursuant to this Section. 5.2 Indemnification. Contractor agrees to indemnify the City, its officers, agents and employees against, and will hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities, (herein"claims or liabilities")that may be asserted or claimed by any person,firm or entity arising out of or in connection with the 5.1081 -Mountain View IV wind Energy Contract 6 of 19 negligent performance of the work, operations or activities of Contractor, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the negligent acts or omissions of Contractor hereunder, or arising from Contractor's negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, but excluding such claims or liabilities arising from the sole negligence or willful misconduct of the City, its officers,agents or employees,who are directly responsible to the City, and in connection therewith: (a) Contractor will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; (b) Contractor will promptly pay anyjudgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Contractor hereunder; and Contractor agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. 5.3 Performance Bond. Concurrently with execution of this Agreement, Contractor shall deliver to City a performance bond in the sum of the amount of this Agreement, in the form provided by the City Clerk, which secures the faithful performance of this Agreement, unless such requirement is waived by the Contract Officer. The bond shall contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his power of attorney. The bond shall be unconditional and remain in force during the entire term of the Agreement and shall be null and void only if the Contractor promptly and faithfully performs all terms and conditions of this Agreement. 5.4 Sufficiency of Insurer or Surety. Insurance or bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "B" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, unless such requirements are waived by the City Manager or designee of the City ("City Manager") due to unique circumstances. In the event the City Manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Contractor agrees that the minimum limits of the insurance policies and the performance bond required by this Section 5 may be changed accordingly upon receipt of written notice from the City Manager or designee; provided that the Contractor shall have the right to appeal a determination of increased coverage by the City Manager to the City Council of City within ten (10) days of receipt of notice from the City Manager. 5.1 D81 -Mountain View IV Wind Energy Contract 7 of 19 6.0 REPORTS AND RECORDS 6.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this ,Agreement as the Contract Officer shall require. Contractor hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Contractor is providing design services, the cost of the project being designed, Contractor shall promptly notify the Contract Officer of said fact, circumstance,technique or event and the estimated increased or decreased cost related thereto and, if Contractor is providing design services, the estimated increased or decreased cost estimate for the project being designed. 6.2 Records. Contractor shall keep, and require subcontractors to keep, such books and records as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained 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 Contractor, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials hereunder. Any use of such completed documents for other projects and/or use of uncompleted documents without specificwritten authorization by the Contractor will be at the City's sole risk and without liability to Contractor, and the City shall indemnify the Contractor for all damages resulting therefrom. Contractor may retain copies of such documents for its own use. Contractor shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom. 6.4 Release of Documents. The drawings, specifications, reports, records, documents and other materials prepared by Contractor in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 7.0 ENFORCEMENT OF AGREEMENT 7.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor 5.1081 -Mountain View IV Wind Energy Contract 8 of 19 covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 7.2 Disputes. In the event of any dispute arising under this Agreement,the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefor. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10) days of service of such notice and completes the cure of such default within forty-five (45)days after service of the notice, or such longer period as may be permitted by the injured party; provided that if the default is an immediate danger to the health, safety and general welfare, such immediate action may be necessary. Compliance with the provisions of this Section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City's or the Contractor's right to terminate this Agreement without cause pursuant to Section 7.8. 7.3 Retention of Funds. Contractor hereby authorizes City to deduct from any amount payable to Contractor (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Contractor's acts or omissions in performing or failing to perform Contractor's obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Contractor, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Contractor to insure, indemnify, and protect City as elsewhere provided herein. 7.4 Waiver. No delay or omission in the exercise of any right or remedy by a nondefaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 7.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 7.7 Liquidated Damages. Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, the Contractor and its sureties shall 5.1081 -Mountain View IV Wind Energy Contract 9 of 19 be liable for and shall pay to the City the sum of (waived — see Exhibit "B") as liquidated damages for each working day of delay in the performance of any service required hereunder, as specified in the Schedule of Performance (Exhibit "A"). The City may Withhold from any monies payable on account of services performed by the Contractor any accrued liquidated damages. 7.8 Termination Prior to Expiration of Term. This Section shall govern any termination of this Agreement except as specifically provided in the following Section 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 Contractor, except that where termination is due to the fault of the Contractor, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition,the Contractor reserves the right to terminate this Agreement at any time upon, with or without cause, upon sixty (60) days'written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Contractor may determine. Upon receipt of any notice of termination, Contractor shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Contractor has initiated termination, the Contractor shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Contractor has initiated termination, the Contractor shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section,the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2. 7.9 Termination for Default of Contractor. If termination is due to the failure of the Contractor to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Contractor shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Contractor for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 7.10 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action,taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. 5.1081 -Mountain View IV Wind Energy Contract 10 of 19 8.0 CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Contractor, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement. 8.2 Conflict of Interest. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. The Contractor warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 8.3 Covenant Against Discrimination. Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the performance of this Agreement. Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin, or ancestry. 9.0 MISCELLANEOUS PROVISIONS 9.1 Notice. Any notice, demand, request, document, consent,approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid,first-class mail, in the case of the City, to the City Manager and to the attention of the Planning Services Director, CITY OF PALM SPRINGS, P.O. Box 2743, Palm Springs, California 92263, and in the case of the Contractor, to the person at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section. 9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either 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, 5.1081 -Mountain View IV Wind Energy Contract 11 of 19 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. 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 J ,gym Qity Clerk David H. Ready City MA,PMED BY CITY Mg o00 7/1 APPROVED/ TO FORM By: _ City Attrmey 5.1081 -Mountain View IV Wind Energy Contract 12 of 19 CONTRACTOR: Dudek & Associates, Inc. Check One: 605 Third Street —Individual—Partnership VCorporation Encinitas, CA 92024 Corporations require two notarized signatures,one from A and one from B: A. Chairman of Board, President, or any Vice President: and B. Secretary, Assistant Secretary, Treasurer, A sistant Treasurer, or hief Financial Officer). (Please use blue ink.) o By: / / By: gnat re (notarized) �S.ignfifu/re (n arized) Name: ®udek A Acgodates Inc. Name:__ Frank J. Dudek Title: a;a„ � Address: Address: State of } State of } County of }ss County of }ss On before me, On before me personally personally appeared appeared personally known to me (or proved to me on personally known to me (or proved to me on the basis of satisfactory evidence) to be the the basis of satisfactory evidence) to be the person(s)whose name(s)is/are subscribed to person(s)whose name(s)is/are subscribed to the within instrument and acknowledged to me the within instrument and acknowledged to me that he/she/they executed the same in that he/she/they executed the same in his/her/their authorized capacity(ies), and that his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of the person(s), or the entity upon behalf of which the person(s) acted, executed the which the person(s) acted, executed the instrument. instrument. WITNESS my hand and official seal. WITNESS my hand and official seal. Notary Notary Signature: Signature: Notary Seal: Notary Seal: ti EL G:at_OI=JI,1,9II, 111I_w P N Re , h P10 B, R„ All qY1 OVY L D G Gvh E:H T° E®@_L"c fCGaG !C R , FA- E. 5.1081 -Mountain View IV Wind Energy Contract 13 of 19 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of On AifiraUA �2 t �^u(a before me, L w1,k, 06ma;i P A�3L Data Name any Title of Officer(a a,"Jane Doe,Notary Public") personally appeared (?acll� - l?l'�` e ik L — Name(s)of Signers) Mpersonally known to me ❑ (or proved to me on the basis of satisfactory evidence) to be the person(s)whose names)is/are subscribed to the within instrument and acknowledged to me that -- he/she/they executed the same in his/her/their authorized d. n1t�k5m capacity(ies), and that by his/her/their signature(s) on the I.omrr:ission* 1649260 0 Nolmyrutsltc.Ca18omla instrument the person(s), or the entity upon behalf of son Diego cow,ly - which the person(s) acted, executed the instrument. My Comm.Expr«Mar 4,201 WITNESS /9tlm�yl�hand �and official seal. Place Notary Seal Above y/ y'I f N V6JN/ Signature of Notary Public OPTIONAL ®� Though the information below is not required by law,it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Do ument Title or Type of Document: �C''�'ll2b�G Document Date: F it,Riru,(, 4_ZrJ_V C-2 Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by SigRer(s) r Signer's Name: � Jk�\R! �� 1}4 Qa- Signer's Name: 6���`� ❑ Individual (� ❑ Individual '1 Corporate Officer — Title(s): (_�h�D"1 ' [5corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Partner — ❑ Limited ❑ General ❑ Attorney in Fact ' ❑Attorney in Fact ' Top of thumb here Top of thumb here ❑ Trustee ❑Trustee ❑ Guardian or Conservator ❑ Guardian or Conservator ❑ Other: ❑Other: Signer Is Representing: Signer Is Representing: 2006 National Notary Association•9350 De Solo Ave PO Sox 2402-Chatsworth CA 91 313-24 02 darn No 5907 Reorder Call Toll-Free 1 800-876 6827 EXHIBIT "A" SCOPE OF SERVICES AND SCHEDULE OF PERFORMANCE SCOPE OF WORK The following outlines the tasks to be conducted under this scope of work. Task 1: Project Scoping Meeting Dudek will attend the EIR/EIS public Scoping meeting during the 30 day NOP public review period and assist the City and environmental consultant with any meeting coordination necessary for the meeting to run smoothly. Task 2: Conditional Use Permit(CUP) Processing Dudek will prepare the necessary forms and reports to present to the Development Committee, Architectural Advisory Committee, Planning Commission and City Council. Dudek will revise the forms and/or reports per City staff comments and suggestions. Dudek will attend Development Committee, Architectural Advisory Committee, Planning Commission and City Council meetings related to the project's Conditional Use Permit. We will complete up to 2 reports for this task. Task 3: Planning Commission and City Council Staff Reports Dudekwill prepare the Planning Commission and City Council Staff Reports forthe project, utilizing the Project Proponent's application materials. City departments (fire, police, building & planning) will provide Dudek with conditions of approval for inclusion into the staff report. Dudek will revise staff reports per City comments and suggestions. For this task it is assumed that one round of comments from City staff will suffice for each staff report. Task 4: Project Management/Coordination/Meetings To establish lines of communication between all members of the team during this initial task, Dudek's project manager will meet with the City and applicant upon receipt of a notice to proceed. The purpose of this kick-off meeting is to meet the key team members and clarify roles, establish data exchange procedures, establish communication protocols and collect any additional available data. Project initiation will include review of existing information and data sources as identified by the City. Dudek will be provided with example outline documents for use when writing staff reports in order to ensure correct formats. This meeting will also be an opportunity for Dudek to understand the City's entitlement record keeping protocols/expectations in order to establish a complete record for the City's public record needs. It is our understanding that the majority of project management/coordination can and will be done 5.1081 -Mountain View IV Wind Energy Contract 14 of 19 from Dudek's office, however, we will commit to 7 meetings at the City during the entitlement process, as outlined below: O One (1) project initiation meeting with the City, applicant(s), and others as determined by City staff. ❑ One (1) public scoping meeting to be held during the 30-d2y public scoping period. C] One (1) Development Committee meeting on the CU P. • One (1)Architectural Advisory Committee meeting on the CUP. • One (1) Planning Commission public hearing on the CUP and Draft EIR. ❑ One (1) Planning Commission public hearing on the Final EIR and related documents for certification. ❑ One (1) City Council presentation on the project and related CUP and EIR. Any items of work by Dudek not specifically included, or charges and extra work which may be required by the City of Palm Springs, shall be authorized by the City in writing prior to Dudek's commencement and will be accomplished at our 2006 Standard Schedule of Charges, attached. Dudek will maintain and keep orderly files, records and logs of data resources used and coordination with City staff and the applicant throughout the entitlement process. The project record will be submitted to the City upon completion of the project. The record will allow City staff to retrace the procedure and methodology used by Dudek during the entitlement process should record review be necessary. 13CHEDULE OF PERFORMANCE Dudek is prepared to begin work immediately upon receipt of a notice to proceed. The following table provides our estimated schedule for focused entitlements and is designed to work in conjunction with the schedule proposed for the EIR/EIS. Per the City's request,we have provided a detailed schedule outlining both planning and entitlem ent and EIR/EIS processing: (see work schedule on following page) 5.1081 -Mountain View IV Wind Energy Contract 15 of 19 TABLE 1 Estimated Schedule for Focused Entitlements . SCHEDULE ACTIVITY RESPONSIBILITY Weeks Notice to Proceed City 0 Project Initiation and Kick-off Meeting with Ed City/Dudek 1-2 Robertson & Craig Ewing Develop Project Description and Alternatives City/BLM/Dudek 1-6 Screening Report Initial Study/Environmental Assessment Dudek 4-6 Lead Agency Review City 7-9 Prepare Distribution List Cit /BLM 9-10 NOI/NOP Released Cit /BLM/Dudek 9-12 Attendance at Public Scoping Meeting Dudek 11 Prepare Preliminary Draft EIS/EIR Dudek 10-20 Lead Agency Review Cit /BLM 20-25 Prepare Final Draft EIS/EIR Dudek 25-29 Final Comments Authorization to Print Cit /BLM 30 Distribute for Public Review Cit /BLM/Dudek 31 Public Review 45 days) 31-38 Respond to Comments— Draft Dudek 38-41 Lead Agency Review Cit /BLM 42-43 Finalize EIR, MMRP Dudek 43-44 Prepare Planning Commission Staff Report City/Dudek 43 Notice of Completion Filed Dudek 44 Notice of Determination Dudek 44 Conditional Use Permit Processing City/Dudek 44-45 Planning Commission Staff Report Review City 45-46 Attend Planning Commission Meeting City/Dudek 47 Prepare City Council Staff Report City/Dudek 48 City Council Staff Report Review C ity 49-50 Attend City Council Meeting City/Dudek 51 Deliver Project Record to the City Dudek 52 NOTE: Tasks shown in BOLD are directly related to focused entitlement processing, as outlined in Tasks 1-5 above. All other tasks are related to the E IR/EIS contract submitted separately. The preceding schedule is dependent on receipt of the Final EIR for approval by the Planning Commission and City Council. 5.1081 -Mountain View IV Wind Energy Contract 16 of 19 EXHIBIT "B" SPECIAL REQUIREMENTS City hereby waives Section 5.3 as a requirement of this Agreement. City hereby waives Section 7.7 as a requirement of this Agreement. 5.1081 -Mountain View IV Wind Energy Contract 17 of 19 EXHIBIT "C" SCHEDULE OF COMPENSATION All work will be billed on a time and materials basis in accordance with our 2006 Standard Schedule of Charges. Dudek will complete Tasks 1 — 5 outlined above on a time and materials basis in an amount not to exceed $18,980. For budgeting purposes, $1,500 is allocated for direct costs,which would equate to a total of$20,480. Task 1: Project Scoping Meeting ........................................................................................$2,320 Task 2: Conditional Use Permit Processing........................................................................$3,100 Task 3: Planning Commission and City Council Staff Reports ...........................................$5,480 Task 4: Project Management/Coordination/Meetings .........................................................$8,080 DirectCosts .........................................................................................................................$1,500 TOTAL FOCUSED ENTITLEMENT COSTS.....................................................................$20,480 PROJECT ASSUMPTIONS The following project assumptions are hereby made a part of this proposal. Upon your approval/signature to this proposal, we will follow with the Dudek Standard Agreement between Client and Consultant. CJ Direct costs will not exceed $1,500 for the duration of the focused entitlement process. EJ Deliverables will be sent to the City electronically for reproduction. ❑ Dudek will revise staff reports per City comments and suggestions. For this task it is assumed that one round of comments from City staff will suffice for each staff report. EJ Response to comments on the Planning Commission and City Council staff reports would take a maximum of 1 week. 0 The ELM will work in coordination with the City to remain on schedule with environmental documentation and entitlement processing. EJ Dudek does not anticipate that entitlement documents will need review by the City Attorney throughout the entitlem ent process. EJ Meeting attendance costs were based on the following meetings. If additional meetings are required they can be provided on a time and materials basis. o One (1) project initiation meeting with the City, applicant(s), and others as determined by City staff. 5.1081 -Mountain View IV Wind Energy Contract 18 of 19 o One (1) public scoping meeting to be held during the 30-day public scoping period. o One (1) Development Committee meeting on the CUP. o One (1) Architectural Advisory Committee meeting on the CUP. o One (1) Planning Commission public hearing on the CU P and Draft EIR. o One (1) Planning Commission public hearing on the Final EIR and related documents for certification. o One (1) City Council presentation on the project and related CUP and EIR. D Any items of work by Dudek not specifically included, or charges and extra work which may be required by the City of Palm Springs, shall be authorized by the City in writing prior to Dudek's commencement and will be accomplished at our 2006 Standard Schedule of Charges, attached. ❑ The City will be responsible for the costs associated with notices, reproduction of staff reports and mailings. In orderto assistthe City in preparing an accurate number of copies, the City will provide Dudek with a distribution list for each key notice. (Dudek & Associates, Inc. 2006 Standard Schedule of Charges is attached for reference) 5.1081 -Mountain View IV Wind Energy Contract 19 of 19 DUDEK&ASSOCIATES, INC. 2006 STANDARD SCHEDULE OF CHARGES Engineering Services Hydrogeological Services Project Director...........................................$175.00/hr Principal..........................................................$180.00/hr Program Manager......................................$170.00/hr Sr. Hydrogeologist/Sr. Project Manager.........$150.00/hr Principal Engineer II...................................$160.00/hr Associate Hydrogeologist/Engineer................$115.00/hr Principal Engineer I....................................$150.00/hr Hydrogeologist IV/Engineer IV.......................$105.00/hr Engineering Senior Project Manager..........$140.00/hr Hydrogeologist III/Engineer III..........................$95.00/hr Project Manager.........................................$130.00/hr Hydrogeologist II/Engineer II............................$85.00/hr Resident Engineer......................................$120.00/hr Hydrogeologist I/Engineer I..............................$75.00/hr Senior Engineer II.......................................$120.00/hr Technician........................................................$65.00/hr Senior Engineer I .......................................$105.00/hr Project Engineer II........................................$95.00/hr District Management&Operations Project Engineer I.........................................$90.00/hr District General Manager................................$155.00/hr Field Engineer II...........................................$95.00/hr District Engineer.............................................$135.00/hr Field Engineer I............................................$85.00/hr District Manager ............................................$130.00/hr Engineering Assistant...................................$70.00/hr District Secretary/Account ...............................$80.00/hr Collections System Manager.................$80.00/hr Environmental Services Grade V Operator.............................................$95.00/hr Principal......................................................$175.00/hr Grade IV Operator............................................$80.00/hr Senior Project Manager/Specialist.............$160.00/hr Grade III Operator............................................$70.00/hr Environmental Specialist/Planner VI ..........$150.00/hr Grade II Operator.............................................$60.00/hr Environmental Specialist/Planner V...........$135.00/hr Grade I Operator..............................................$57.00/hr Environmental Specialist/Planner IV..........$125.00/hr Operator in Training .........................................$47.00/hr Environmental Specialist/Planner III...........$110.00/hr Collection Maintenance Worker II.....................$45.00/hr Environmental Specialist/Planner I[............$100.00/hr Collection Maintenance Worker I......................$34.00/hr Environmental Specialist/Planner I...............$90.00/hr Analyst..........................................................$75.00/hr Office Services Technical/Drafting/CADD Services Urban and Community Forestry 3D Graphic Artist............................................$125.00/hr Principal/Senior Consulting Arborist...........$175.00/hr Senior Designer................................................$98.00/hr Senior Project Manager ............................$150.00/hr Designer...........................................................$90.00/hr Urban Forestry Specialist V........................$135.00/hr GIS Specialist IV............................................$100.00/hr Urban Forestry Specialist IV.......................$125.00/hr GIS Specialist III...............................................$95.00/hr Urban Forestry Specialist III.......................$110.00/hr GIS Specialist II................................................$85.00/hr Urban Forestry Specialist II........................$100.00/hr GIS Specialist I.................................................$80.00/hr Urban Forestry Specialist I...........................$90.00/hr CADD Operator II.............................................$80.00/hr Research Analyst.........................................$65.00/hr CADD Operator I..............................................$70.00/hr Construction Management Services Support Services Principal/Manager......................................$175.00/hr Computer Processing.......................................$65.00/hr Senior Construction Manager ....................$150.00/hr Clerical Administration......................................$65.00/hr Construction Manager................................$135.00/hr Senior Project Manager..............................$135.00/hr Forensic Engineering-Court appearances,depositions,and interrogatories as Project Manager.........................................$130.00/hr expert witness will be billed at 1.75 times normal rates. Resident Engineer.....................................$120.00/hr Emergency and Holidays-Minimum charge of two hours will be billed at 1.5 Construction Engineer................................$105.00/hr times the normal rate. On-site Owner's Representative...................$95.00/hr Material and Outside Services-Subcontractors,rental of special equipment, Construction Inspector III............................$100.00/hr special reproductions and blueprinting,outside data processing and computer Construction Inspector 11...............................$95.00/hr services,etc.,are charged at 1.15 times the direct cost. Construction Inspector I................................$90.00/hr Travel Expenses-Mileage at 44.5 cents per mile.Per diem where overnight Right-of-Way Management Services stay is involved is charged at cost Principal ROW Manager.............................$160.00/hr Invoices,Late Charges.-All fees will be billed to Client monthly and shall be ROW Project Manager ......................... $130.00/hr due and payable upon receipt.Invoices are delinquent if not paid within thirty(30) days from the date of the invoice. Client agrees to pay a monthly late charge Senior ROW Engineer................................$115.00.hr equal to one percent(1%)per month of the outstanding balance until paid in full. ROW Engineer...........................................$105.00/hr ROW Technician..........................................$95.00/hr ROW Research Analyst................................$65.00/hr &ASSOCIATES,INC. Effective January 1,2006 rmk,nw,n ma.,,.ro,cnm�ln Pmym Pik M � k T rn®naae J. Rlsor, Assistant City Manager Department of Development Services O,9`��i�yn 3200 Fast Tahquitz Canyon Way o Palm Springs, CA 92262 IIFOOI Tel:760-323-8248-F:cY: 760-322-8360 -E-mail: TomW@ci D2lM-snrums c us March 21, 2006 Mr. Michael Azeka Senior Vice President Mountain View Power Partners IV, LLC 45,42 Ruffner Street, Suite 200 San Diego, CA 92111-2239 RE: Focused Entitlement Services—Mountain View IV Wind Energy Project, Project 5.1081 Dudek&Associates, Inc. Contractor Dear Mr. Azeka: The City has entered into a contract with Dudek & Associates, Inc. the Focused Entitlements Consulting Services as shown on Dudek's proposal (copy enclosed). In order to proceed with the work on this project, by signature below, please formalize the commitment to fund the engagement of Dudek & Associates, Inc. for the contract amount of $21,820.00 for the original scoping process plus their professional services plus the City's Planning Administrative fees of$2,560.00—a total of$24,380.00. We received $20,000.00 from AES Seawest, Inc. on January 17, 2006 for the initial deposit and would appreciate the balance of$4,380.00 — to pay these services in full. These funds are held in a developer depository account for Mountain View IV Wind Energy and invoices will be paid to the contractor as work progresses. Please reference Mountain View Wind Energy Project 5.1081 on your check made payable to the City of Palm Springs and mail to my attention at the address shown below. Thank you for your assistance --we look forward to working with everyone for a successful completion of this important project. Please let me know if you have questions. Sincerely, I&I&OJ Thomas J.Wil,on TJW Idm 51081 Mounlein View Wind Energy Dudek By signature we agree to fund the total of $24,380.00 for Focused Entitlement Professional and other services as shown in the contract with Dudek & Associates, Inc. including Planning Services' Administrative fees related to the above project. It is understood that additional fees, such as City Attorney legal fees or other related fees incurred by the City in behalf of Mountain View Wind Energy Project 5.1081 will be paid upon request.By -—y Authorized,!Tig ature for Mountpjfi Vf� Wind Ener y Date /t_.�rsJ 6t�raa•Cr�rrr'<�r�Js�+�' ° ,/,'L.i'.,".,': er 4 ri p �tNu-0Scr2 �N Prv%?DUR/7 �j e� 500, Post Office E©x 2743 - Painn Sprinnms, CA 92263-2743 ° Web: e cn.pat�a-a'� rind.ea. s PEr"',F ill[Cl 3206 Easl-t- TahqLfl7z Canyon I--Vay Pzftn Spprhngs, GA 92282 1'e-laphone: 760-323-8270 Fax: 'Y&ED-322-OSM E KF;u IRL) A G,I DD U [d Date: March 28, 2006 To: Marilynn Hannon City Attorney's Office From: Loretta Moffett, Ad ministFatille IASSiStant Development Services Subject: itTOUN7,AN VE-iU 1Tt EMD EFiaR7--FqIGV PRO)j—,-07 5".a 381 - DUDEK CONTRACT ti13094 Here are three copies of the above contract between the City and Caudal,,. & Associates, inc. lor the Mountain View Wind Energy Project 5.1081 for City Attorney revom and signature. This contract did not have to go to City Council i because Id. is below the $25,00000 standard- Please present to Doug Holiand for nevie±p,€ and signature a:md then forviard on to Kathie Had: in the City Clerk's office for further processing- Please expedite as quic1dy as possible. Thanks for your help! Attachments: 1. Contract Abstract 2. 3 copies March 22, 2006 Dudek & Associates Contract a ACORD DATE(MM/DD/YYYY) -- M. CERTIFICATE OF LIABILITY INSURANCE 03/23/2006 PRODUCER Phone.(360)598J700 Fex:(360)599J7(13 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION MICHAEL J.HALL&COMPANY A/E INSURANCE SERVICES ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 1957810TH AVENUE N.E. HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR POULSBO WA 98370 INSURERS AFFORDING COVERAGE NAIC# AuenS,Udk.0T92"5 INSURED INSURER A ZURICH AMERICAN INSURANCE CO. DUDEK&ASSOCIATES,INC. INSURER D STEADFAST INSURANCE COMPANY 605 3RD STREET INSURER C ENCINITAS CA 92024 INSURER 0' NSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED,NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN.THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALLTHE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADD' POLICY EFFECTIVE POLICYFXPIRATION LTR INS TYPE OFINSURANCE POLICY NUMBER OATE(MMND DATE(MMTDRYI LIMITS GENERALLIABILITY GLOS435736.01 08128105 08/28106 FACHOCCURRENCE $ 1000000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED PREMISES(EG Gwurence) $ 100,000 CLAIMS MADE OCCUR MED.EXP(Any one person) $ 5000 A X OWNER'SCONT.PROT. PERSONAL&ADV INJURY $ 1000000 X BFPDINCL GENERALAGGREGATE $ 2 000 000 GEN'L AGGREGATE UMITAPPLIES PER PRODUCTS-COMP/OPAGG. 5 2000000 - POLICY X PR0 LOG AUTOMOBILE LIABILITY BAP5435754-01 08128/05 08128/06 COMBINED SINGLE LIMIT X ANY AUTO (Eaaaddenl) $ 1,000,000 ALL OWNED AUTOS BODILY INJURY SCHEDULEDAUTOS (Perperson) S A )( HIREDAUTOS BODILY INJURY $ X NON-OWNEDAUTOS (Perawidenl) PROPERTYDAMAGE $ Peraxldent GARAGELIABILITY $ ANY AUTO OTHERTHAN EAACC $ AUTO ONLY: AGG $ EXCESS UMBRELLA LIABILITY SE05436225-M 08128/05 08/28/06 EACH OCCURRENCE $ 1000000 X] OCCUR ❑CLAIMS MADE AGGREGATE $ 1,000,000 B $ DEDUCTIBLE S RETENTION$ $ WORKERS COMPENSATION AND WC5435737.01 08128/05 08128106 X TORYLIMRS I OTHER EMPLOYERS'LIABILITY EL EACH ACCIDENT $ 1000000 A ANY OFFILEOPRIU EREXLWDEO ECUTIVE E L DISEASEEA EMPLOYEE 5 1009000 Thee,a....ih ..G, SPECIAL PROVISIONS L.1— EL DISEASE-POLICY LIMIT $ 1,000,000 OTHER PROFESSIONAL LIABILITY PEC5435734-01 08128/06 08/28/06 $1,000,000 PER CLAIM B POLLUTION LIABILITY CLAIMS MADE POLICY ETR,0 AGGREGATE D0 RETRO DATE:111170 DESCRIPTION OF OPERATIONS/LOCATIONSA/EHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS SEE SUPPLEMENTAL CERTIFICATE INFORMATION CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILLENDEAVORTO MAILM DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO CITY OF PALM SPRINGS DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,IT'S PO BOX 2743 AGENTS OR REPRESENTATIVES PALM SPRINGS,CA 92263 AUTHORIZED REPRESENTATIVE Attention: DAVID H.READY,CITY MANAGER qASLEY L.HURD" 5 POLICY NUMBER: GL05435736-01 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. ADDITIONAL INSURED-OWNERS, LESSEES OR CONTRACTORS (Form B) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COMMERCIAL AUTO LIABILITY SCHEDULE Name of Person or Organization; CITY OF PALM SPRINGS, ITS OFFICERS, EMPLOYEES AND AGENTS. (If no entry appears above. information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) WHO IS AN INSURED (Section 11) is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of"your work'for that insured by or for you CG 20 10 11 85 Copyright. Insurance Services Office, Inc., 1984 Cer ific to 4 39217 a SUPPLEMENT TO CERTIFICATE OF LIABILITY INS #39217 DATE MAR 23 06 DESCRIPTION OF OPERATIONS/LOCATIONSIVEHICLES/SPECIAL ITEMS DUDEK JOB#5M CITY OF PALM SPRINGS,ITS OFFICERS,EMPLOYEES AND AGENTS ARE ADDITIONAL INSURED AS PER WRITTEN CONTRACT OR AGREEMENT BETWEEN INSURED AND INSUREDS CLIENT ON THE COMMERCIAL GENERAL LIABILITY AND AUTOMOBILE LIABILITY POLICIES AS RESPECTS LIABILITY ARISING OUT OF ACTIVITIES BY,OR ON BEHALF OF THE NAMED INSURED. THIS INSURANCE IS PRIMARY INSURANCE AND ANY OTHER INSURANCE MAINTAINED BY THE ADDITIONAL INSUREDS SHALL BE EXCESS ONLY AND NON CONTRIBUTING WITH THIS INSURANCE. A WAIVER OF SUBROGATION APPLIES TO THE GENERAL LIABILITY,AUTO LIABILITY,WORKERS COMPENSATION AND UMBRELLAIEXCESS LIABILITY POLICIES IN FAVOR OF THE ADDITIONAL INSURED. Certificate# 39217 Best's Rating Center- Search Results Page 1 Page 1 of 1 ZZ Best S it1 Ran +'Y: " vj��A Mlle �T j' Ler ,� View Ratings:Financial Strength Issuer Credit Securities Advanced Search Other Web Centers: ,select One Search Results Page 1 of 1 2 Rated and non-Rated companies found, results sorted by Company Name Criteria Used: Company Name: Company names starting with zurich american To refine your search, please use our Advanced Search or view our Online Help for more information. New Seaicfij 1zudqbamerican 7View results starting with: ABC D E F G H I J K L M N O P Q R S T U V W X Y Z RE Company Information Financial Strength Ratings Issuer Credit Ratings Outlook/ Outlook/ * AMB# Company Name Rating Implication Long-Term " Implication Short-Term Y Domicile 02563 Zurich American Insurance Company A Stable a+ Stable US: New Y, (Property/Casualty-Insurance Company) 03565 Zurich American Insurance Comoany A Stable a+ Stable US: Illinois of IL (Property/Casualty-Insurance Company) Note:Financial Strength Ratings as of 0313112006 04:41 PM E.S.T. Financial Strength Ratings(FSR) are sometimes assigned to Property/Casualty-A.M. Best Consolidated Groups. Please nc Life/Health -A.M. Best Consolidated Groups and Company Consolidated Financial Statements are not assigned FSR rating: * Denotes tinder Review Best's Ratings Visit Best's Rating Center for a complete overview of our rating process and methodologies. Important Notice:Best's Ratings reflect our independent opinion,based on a comprehensive quantitative and qualitative evaluation of a company's balance sheet stren operating performance and business profile.These ratings are neither a warranty of a company's financial strength nor its ability to meet its financial obligations,includin policyholders.View our entire notice for complete details. Customer Service I Product Support 1 Member Center I Contact Info I Careers About A.M. Best I Site Map I Privacy Policy I Security I Terms of Use I Legal & Licensing Copyright©2006 A.M. Best Company, Inc.All rights reserved. A.M. Best Worldwide Headquarters,Ambest Road,Oldwick,New Jersey,08858, U.S.A. http://www3.anribest.coin/ratings/RatingsSearch.asp?AltSrc=9 01/31/06 Best's Rating Center- Search Results Page 1 Page 1 of 1 "N r • + lMember tre )j View Ratings:Financial Strength Issuer Credit Securities Advanced Search Other Web Centers: Select One Search Results Page 1 of 1 1 Rated and non-Rated companies found, results sorted by Company Name Criteria Used: Company Name: Company names starting with steadfast Insurance To refine your search, please use our Advanced Search or view our Online Help for more information. New,search 'I steadfast Insurance 'View results starting with: ABC D E F G H IJKLM N O P Q R S T U V W X Y Z _RE Company Information Financial Strength Ratings Issuer Credit Ratings y 4 Outlook/ Outlook/ AMB# Company Name Rating Implication Long-Term Implication * Short-Term Domicile 03557 Steadfast Insurance Compan A Stable a+ Stable US: Delam (Property/Casualty-Insurance Company) Note: Financial Strength Ratings as of 0313112006 04:41 PM E.S.T. Financial Strength Ratings (FSR) are sometimes assigned to Property/Casualty-A.M. Best Consolidated Groups. Please nc Life/Health -A.M. Best Consolidated Groups and Company Consolidated Financial Statements are not assigned FSR rating, * Denotes Linder Review Best's Ratinps Visit Best's Rating Center for a complete overview of our rating process and methodologies. Important Notice:Best's Ratings reflect our independent opinion,based on a comprehensive quantitative and qualitative evaluation of a company's balance sheet stren operating performance and business profile.These ratings are neither a warranty of a company's financial strength nor its ability to meet its financial obligations,includin policyholders.View our entire notice for complete details. Customer Service I Product Support I Member Center I Contact Info I Careers About A.M. Best I Site Map I Privacy Policy I Security_I Terms of Use I Legal & Licenslnp Copyright©2006 A.M.Best Company, Inc.All rights reserved. A.M.Best Worldwide Headquarters,Ambest Road,Oldwick,New Jersey,08858, U.S.A. littp://www3.arnbest.coin/ratings/RatingsSearch.asp 03/31/06 "'p'ONT rRoACT AF-WTRACT ��Imtroqct Company Duddh-, &Associates, Cnc. Company Contact': Mls. Karen MandenhaH, RojcctE Ahanager �'j 'pl . . -.g - vas .4-ni-ri'ailjo Servicsz: ��llicized -=Y-j'q���-.e�r.�-i�"�c,�-��l��n 53e.,'�,A S Kick�-o',Fr& Pvq l C ac� oordina tion Mbngs ati , CUP es Procsing, '"- C' P.C. '�! CC Smif repor'm & 'knesungs, (Exhibit Al, pgs 14, �50 51 Conimct. Flrice: $20,430.00 F�unc'ing Source: Nlichaeu AzaP'�'a' Sr, "Vilountain visv�'rRO-WIl-'af-Pcag-'LnS�-S' 0V U LILC, 4541 Ruffner St., S8n -Diego, CA 92 111 Ccnimitrne,nt Lette-Agreeirnent a6ached - $17,5000 funds received and on deposit in Developer Depository account. Contract Tern: Moil to oxcarad one yea Lead Depa&neni: PCanning Services coo3:s'-4c"I Adminisl'.rator: Ed'uvardl Robarison, FTK-Rc pp,P Rinner Council!Cornmvm�y RedavobpmenL lNloL FpmlicaLba, total conlract $220,430.00, which is Agency Approva,I Date: below C.C. approvai requirements. E-Nbks: A-Scope of Services L2,SchedWe of Ps ftirmance, B-SpecW Signatures: Frank J. Dudek, President, arid Dave Caiter ,CFO Insurance: Certifmaie of Liabffiby-"Norkers & Ernploprs Comp and Professionai Uabffity-(foFthcoming-from. insurance- camier) Bonds: NIA C,rniracct paepened by: lL:,-pcUM M, U fucr I-Orn IYM�surn, IACM, & Craig EVRhRg, Dir. of PhYg Svc.s. Submitted on: By: � 2 u M E M O R A N D U M � k i Rf IFCr'fi��� TO: Loretta Moffett Development Services FROM: Kathie Hart, CMC Chief Deputy City Clerk DATE: April 5, 2006 SUBJECT: Dudek &Associates, Inc. - A5251 (Focused Entitlements, Mountain View IV Wind Energy Project 5.1081) Attached are two duplicate originals of the above referenced agreement for your files and distribution. We have kept the original copy for our records. Please feel free to contact our office if there are any concerns. /kdh Attachment