Loading...
HomeMy WebLinkAbout05240 - TERRA NOVA FOCUSED ENTITLEMENT AND EIR EAGLE CANYON PROJECT Page 1 of 1 Kathie Hart From_ Loretta Moffett Sent March 07, 2008 10 29 AM To: Kathie Hart Cc: Craig Ewing Subject: Contract- document tracking 1. A3315 Shadowrock R.E. Dev. - can be closed 2 A5119 LSA Associates for Boulders & Crescendo - can be closed 3. A5240 Terra Nova Planning - Eagle Canyon Project-can be closed 4. A5355 Terra Nova Planning - One Palm Springs - can be closed -this project was cancelled 5. A5373 Terra Nova Planning - Privado - can be closed - contract was completed. G. A5494 Hogle-Ireland - Project Planner.. keep open until we've paid for the services....you have the Amendment #1 approved by Council on Feb. 20 there for final signatures . when we get those, we can pay all the final invoices. Could you check to see when this one will be signed...? 7. Terra Nova Planning - Oasis Hotel Project-can be closed All others, please keep open for now. Thanks Kathie, I like this document tracking report and reminder, it helps me keep tabs on these contracts Loretta N1ofluLt Admrnrstrihvo Assrstanr DeveloAmeot&PImPlriq$er'vrcas 7GU-37;f-d77p Pho9a- %A!.'-:::F'Cf3lilJ fjk Loretta Nlolle't('�pd'm Fprrnq�-cd nqj Ccichruunh l'rrlrrl Spriey5' 700 linnirca'verr-- l938- 7005' oT 0�(\ 03/07i0s Terra Nova EIR — Eagle Canyon Project A5240 MO 7824 03-01-06 CITY OF PALM SPRINGS CONTRACT SERVICES AGREEMENT FOR FOCUSED ENTITLEMENT AND EIR SERVICES - PHASE I AND II (EAGLE CANYON PROJECT — 5.1070-PD-317 /TTM 33047) THIS CONTRACT SERVICES AGREEMENT (herein "Agreement"), is made and entered into this 3OC(,, by and between the CITY OF PALM SPRINGS, a municipal corporation, (herein "City") 'and TERRA NOVA PLANNING & RESEARCH 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 its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Contractor's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City against any such fees, assessments,taxes penalties or interest levied, assessed or imposed against City hereunder. 1.5 Familiarity with Work. By executing this Contract, Contractor warrants that Contractor(a) has thoroughly investigated and considered the scope of services to be performed, (b) has carefully considered how the services should be performed, and (c)fully understands the facilities, difficulties and restrictions attending performance of the services underthis 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. 5.1070 Eagle Canyon—Terra Nova Contract 1 of 16 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 Contractor will produce for the City, including any initial study, screen check draft environmental impact report, draft environmental impact report, and final environmental impact report,will be prepared in strict and full compliance with the California Environmental Quality Act and the Environmental Quality Act Guidelines(collectively,the"Law"). Contractor further acknowledges and agrees that, consistent with the requirements of the Law, all documents that Contractor prepares must reflect the independent judgment of the City. All work performed and all work product produced shall be subject to review, revision, and approval of the Contract Officer and the final environmental impact report, including the draft environmental impact report,comments thereto,and all related responses to comments, will be subject to approval by the City Council. In addition, Contractor shall not meet with or discuss the work, services, or the contents of any work product with the applicant or a representative of the applicant without the express approval of the Contract Officer nor shall the Contractor take direction from the applicant or the applicant's representative. 2.0 COMPENSATION 2.1 Contract Sum. For the services rendered pursuant to this Agreement, the Contractor shall be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit "C" Phase I and Phase II and incorporated herein by this reference, but not exceeding the maximum contract amount of SIXTY-SIX THOUSAND EIGHT HUNDRED SEVENTY AND NO/DOLLARS($66,870.00)(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 5.1070 Eagle Canyon—Terra Nova Contract 2 of 16 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 AGREEMENT ARE COMPLETED, CONTRACTOR WILL NEVERTHELESS COMPLETE THE SERVICES WITHOUT LIABILITY ON THE CITY'S PART FOR FURTHER PAYMENT BEYOND THE MAXIMUM AMOUNT. 2.2 Method of Payment. Unless some other method of payment is specified in the Schedule of Compensation, in any month in which Contractor wishes to receive payment, no later than the first(1st)working day of such month, Contractor shall submit to the City in the form approved by the City's Director of Finance, an invoice for services rendered and all supporting documents prior to the date of the invoice. Except as provided in Section 7.3, City shall pay Contractor for all expenses stated thereon which are approved by City pursuant to this Agreement no later than the last working day of the month. 3.0 PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. Contractor shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the; time period(s) established in the "Schedule of Performance" attached hereto as Exhibit"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 hundred eighty(180)days cumulatively. 3.3 Force Maieure. The time period(s)specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the:Contractor, including, but not restricted to,acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Contractor shall within ten(10)days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay,and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Contractor be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Contractor's sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term. Unless earlier terminated in accordance with Section 7.8 of this Agreement,this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1)year from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit"A"). 5.1070 Eagle Canyon—Terra Nova Contract 3 of 16 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: Nicole Sauviat Criste, Principal Terra Nova Planning & Research, Inc. It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the: foregoing principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder. For purposes of this Agreement, the foregoing principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City. 4.2 Contract Officer. The Contract Officer shall be such person as may be designated by the City Manager of City. It shall be the Contractor's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 4.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge,capability and reputation of Contractor,its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Contractor shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein 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 5.1070 Eagle Canyon—Terra Nova Contract 4 of 16 Contractor's employees,servants,representatives or agents,or in fixing their number,compensation or hours of service. Contractor shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor. 5.0 INSURANCE, INDEMNIFICATION AND BONDS 5.1 Insurance. The Contractor shall procure and maintain,at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance: (a) Commercial General Liability Insurance. A policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of a least $1,000,000 bodily injury and property damage including coverages for contractual liability, personal injury, independent contractors, broad form property damage, products and completed operations. The Commercial General Liability Policy shall name the City of Palm Springs as an additional insured in accordance with standard ISO additional insured endorsement form 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, priorto 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 orthe 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, 5.1070 Eagle Canyon—Terra Nova Contract 5 of 16 omissions or liabilities,(herein"claims or liabilities")that maybe asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work,operations or activities of Contractor, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the negligent acts or omissions of Contractor hereunder, or arising from Contractor's negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, but excluding such claims or liabilities arising from the sole negligence or willful misconduct of the City, its officers, agents or employees, who are directly responsible to the City, and in connection therewith: (a) Contractor will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys'fees incurred in connection therewith; (b) Contractor will promptly pay 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 parry to any action or proceeding filed or prosecuted against Contractorfor such damages orother claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys'fees. 5.3 Performance Bond. Concurrently with execution of this Agreement, Contractor shall deliver to City a performance bond in the sum of the amount of this Agreement, in the form provided by the City Clerk, which secures the faithful performance of this Agreement, unless such requirement is waived by the Contract Officer. The bond shall contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his power of attorney. The bond shall be unconditional and remain in force during the entire term of the Agreement and shall be null and void only if the Contractor promptly and faithfully performs all terms and conditions of this Agreement. 5.4 Sufficiency of Insurer or Surety. Insurance or bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "B" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, unless such requirements are waived by the City Manager or designee of the City ("City Manager") due to unique circumstances. In the event the City Manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Contractor agrees that the minimum limits of the insurance policies and the performance bond required by this Section 5 may be changed accordingly upon receipt of written notice from the City Manager or designee; provided that the Contractor shall have the right to appeal a determination of increased coverage by the City Manager to the City Council of City within ten(10) days of receipt of notice from the City Manager. 6.0 REPORTS AND RECORDS 6.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Contractor hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or 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 5.1070 Eagle Canyon—Terra Nova Contract 6 of t6 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 specific written authorization by the Contractor will be at the City's sole risk and without liability to Contractor, and the City shall indemnify the Contractor for all damages resulting therefrom. Contractor may retain copies of such documents for its own use. Contractor shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom. 6.4 Release of Documents. The drawings, specifications, reports, records, documents and other materials prepared by Contractor in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 7.0 ENFORCEMENT OF AGREEMENT 7.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 7.2 Disputes. In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim 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 Contractors 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 existwhich shall 5.1070 Eagle Canyon—Terra Nova Contract 7 of 16 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 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 tirne 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 5.1070 Eagle Canyon—Terra Nova Contract 8 of 16 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 anyway 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 parry entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action,taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. 8.0 CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Contractor, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement. 8.2 Conflict of Interest. No officer or employee of the City shall have any financial interest,direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which he is,directly or indirectly, interested, in violation of any State statute or regulation. The Contractor warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 8.3 Covenant Against Discrimination. Contractor covenants that,by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the performance of this Agreement. Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race,color,creed,religion,sex,marital status, national origin, or ancestry. 9.0 MISCELLANEOUS PROVISIONS 9.1 Notice. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other 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. 5.1070 Eagle Canyon—Terra Nova Contract 9 of 16 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 Agreementwhich 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 JJ 1t Jerk City Manager �- ,Pit APPROVED BY CITY COUNCIL 4L4 APPROVED AS TO FORM: � y: City Attornpay (Continued on Page 11 of 16) 5.1070 Eagle Canyon—Terra Nova Contract 10 of 16 CONTRACTOR: Terra Nova Planning & Research, Inc. Check One: 400 South Farrell, Suite B-205 _Individual_Partnership✓Corporation Palm Springs, CA 92262 760-320-9040 Phone - 760-322-2760 Fax Corporations require two notarized signatures, one from A and one from B: A. Chairman of Board, President, or any Vice President: and B. Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chief Financial Officer). 4.4 "LC Sigi-A ('notarized) /Y �J3ignat re(not rized) N a e: '__ u9A --lb/l/< � Name: �G�LEc� l)t(61 —r Title: _�>r cl'rn Title: �p/ � U7NJll r' Address: ;1pQ S.6 �s�✓ //h, . e!�"�0 Addressrq�{7D r� �I14(l�P_E[ L ib 6- A a7 6 Z Pot 4 ��P6,kj ' (�fio Z State of Cali-6V\u� ' } State of Cak-�Drfm�_ } County of 'l2 lcrsic4e }ss County of R't lersi d }ss On MUCC -, 0,1 13MCO before me, On `oxc`% It,I urvp before me (Yff le. 'W"ei) 1 otar nli- personally L0.rrie Dune Ij Not-arNj hubhc personally appeared John D. Crtste appeared Mr ke Sauvia-t- Cri�ke persortally_kpown-to-me (or proved to me on personally-known-te-me (or proved to me on the basis of satisfactory evidence) to be the the basis of satisfactory evidence) to be the person(&)whose name(s)is/afe subscribed to person(&-}whose name(-e) is/afesubscribed to the within instrument and acknowledged to me the within instrument and acknowledged to me that he/sheAhey executed the same in that 4ie/she/tktey executed the same in his/her-/tl r authorized capacity(+-&), and that his/her/#ieif authorized capacity(4e-&), and that by his/bef/their signature(s) on the instrument by Ns1'herAheoir signature(s) on the instrument the person(s), or the entity upon behalf of the person(sj or the entity upon behalf of which the person(s•) acted, executed the which the person(* acted, executed the instrument. instrument. WITNESS my hand and official seal. WITNESS my hand and official seal. Notary Notary Signature: ��� !Dv Signature: Notary Seal: Notary Seal: CARRIE ROViJEY CARRIE ROVNEY 0./ Commission# 1348457CommI. n#1345457 Notary Public-California 01My Notary Public-California Riverside CountyRiverside County Comm.Expires Mar 26,2006 Comm.Expkes Mar 26,2006 5.1070 Eagle Canyon-Terra Nova Contract 11 of 16 EXHIBIT "A" SCOPE OF SERVICES AND SCHEDULE OF PERFORMANCE Consultant agrees to perform the following Scope of Services for "Eagle Canyon", the proposed development of 75 single-family units and 230 townhomes on 80 acres within the Planned Development District near Indian Canyon west of the Canyon access from South Palm Canyon Drive between Murray, Canyon Drive and Bogert Trail (Case No. 5.1070-PD-317 / TTM 33047) in the City of Palm Springs hereinafter referred to as "Project": PRELIMINARY SERVICES - PHASE I: Staff Meeting — Review application, give first cut comments (first Friday following re-submittal; PS, inc. Planning, Engineering, Building, Fire; TN) Preliminary Environmental Review (Review of issues with City staff, determination of level of review required; PS Planning and Engineering, TN) Completeness Determination Intra-Agency Application Circulated Completeness Letter Prepare Environmental Document(TBD)— Phase II Schedule Architectural Advisory Committee Prepare AAC Staff Report AAC Meeting Public Review of Environmental Documents Schedule Planning Commission Hearing Property Owners' Notification/Public Hearing Notice Prepare Planning Commission Staff Report Schedule City Council Hearing Planning Commission Hearing Property Owners' Notification/Public Hearing Notice Prepare City Council Staff Report City Council Hearing 5.1070 Eagle Canyon—Terra Nova Contract 12 of 16 Prepare and Post Notice of Determination (within 5 days of CC hearing; TN) CEQA Appeal Period (30 days from posting of NOD) SCOPE OF SERVICES - PHASE II: ❑ Terra Nova shall work with Endo Engineering,the Specific Plan project traffic engineer,and coordinate with the City Engineer's office in securing concurrence on the previously approved traffic study. If required, a letter comparing the project as currently proposed to the previously approved traffic study shall be prepared. No new analysis is included in this proposal. ❑ Terra Nova shall complete an air quality analysis to include construction moving emissions and fugitive dust generation for the construction of the proposed project. ❑ Terra Nova shall complete the CEQA Addendum to the EIR in a format acceptable to the City of Palm Springs,similar to that prepared for the last Addendum.The biological analysis, hydrology studies, and geotechnical analyses submitted by the applicant shall also be incorporated into the EIR Addendum. ❑ City staff shall review the screen check/administrative copy prior to its being finalized, and Terra Nova shall amend the screen check draft accordingly. ❑ Terra Nova shall prepare and coordinate the publication and posting of the Notice of Intent, Notice of Determination and other CEQA postings as required with the City,The City will be responsible for publishing and posting all such notices. ❑ Terra Nova shall print and distribute the EIR Addendum to the City's responsible agencies list for comment. Up to 75 copies of the document will be printed. Additional copies, if required, shall be billed on a time and materials basis. o The City will provide Terra Nova with letters commenting on the EIR Addendum, and Terra Nova will prepare the response to comments. Up to 20 hours has been allocated to this task. Should additional time be required, it shall be billed on a time and materials basis. The response to comments shall be distributed to respondents prior to public hearing. ❑ Terra Nova shall incorporate summaries of the environmental analysis into staff reports and presentations to the Planning Commission and Council. ❑ Terra Nova will, after certification of the document, provide the City with 5 copies of the final certified document and one unbound print master, incorporating the response to comments, any changes to text, etc. for the City's use. ❑ Terra Nova may coordinate directly with the applicant, City staff, and others as appropriate. Terra Nova shall attend four public hearings (Planning Commission and City Council)for the certification of the environmental document and representation of the project. 5.1070 Eagle Canyon—Terra Nova Contract 13 of 16 EXHIBIT `B" SPECIAL REQUIREMENTS City hereby waives Section 5.3 as a requirement in this Agreement. City hereby waives Section 7.7 as a requirement in this Agreement. 5.'1070 Eagle Canyon—Terra Nova Contract 14 of 16 EXHIBIT "C" SCHEDULE OF COMPENSATION — PHASE I AND II Consultant shall complete the work outlined above in accordance with the fees schedule identified bellow and shall invoice Client on a monthly basis on the percentage of completion attaching all support documents for reimbursable expenses. Client agrees to compensate Consultant for such services as shown below. Based on our history with this project, and the level of review and analysis to prepare for Planning Commission and City Council hearings, the following reflects our estimates for the project,without the: environmental component. TASKS DESCRIPTION F E E S Preliminary - Phase I: Focused Entitlement Budget Eagle Canyon Project Budget Item Amount Consultation/Meetings/Coordination (City, Applicant, internal) (50 hrs.) $ 5,500.00 Data Collection, Application Review &Analysis (36 hrs.) $ 3,960.00 CEQA Documentation and Drafting $ Pending Preparation &Transmittal of Initial Study NO], NOD, Public Notices, etc. * $ Pending AAC, HPC, PC & CC Staff Reports (36 hrs.) $ 3,960.00 Attendance and presentation at public hearings (16 hours) $ 1,760.00 Administrative Support(40 hrs.) $ 1,600.00 Subtotal $ 16,780.00 Special Tasks `Includes Terra Nova staff hours and subcontract management, analysis, and documentation. Special Studies, if required $ Pending Air Quality Impact Analysis $ 3,800.00 Subtotal $ 3,800.00 Reimbursables: (copies of receipts to be included with invoices) CAD Drafting and Misc. Exhibit Preparation $ 1,000.00 Miscellaneous Printing2 $ 1,000.00 Misc. Office: Postage, telephone, FAX, photocopies, etc. $ 2,000.00 Subtotal $ 4,000.00 Total — PHASE I: $ 24,580.00 5.1070 Eagle Canyon—Terra Nova Contract 15 of 16 Focused Entitlement Environmental Review Budget— PHASE It: EIR Addendum Budget Eagle Canyon Project Staff Time Amount Field Surveys, Data Collection &Analysis $ 3,200.00 CEQA Addendum to Canyon Environmental Impact Report $ 13,250.00 Response to Comments (20 hours) $ 2,500.00 Preparation of final document $ 2,400.00 Preparation of NOI, NOD, distribution of document, etc. $ 2,240.00 Administrative Support $ 1,600.00 Subtotal $ 25,190.00 Special Studies Traffic Impact Coordination and Letter $ 3,600.00 Air Quality Analysis $ 3,800.00 Subtotal $ 7,400.00 Re:imbursablesl Exhibit Preparation $ 2,200.00 Misc. Printing $ 500.00 Printing of EIR Addendum and Response to Comments2 $ 5,000.00 Misc. Office: Postage, telephone, FAX, photocopies, etc. $ 2,000.00 Subtotal $ 9,700.00 Total —Phase II $ 42,290.00 TOTAL - Phase I and II $ 66,870.00 1. Reimbursables are estimates and will be billed on a cost basis,and back-up provided with invoices. 2. Assumes 5 screen check documents,75 draft documents, 15 response to comments, and 5 final documents. 5.1070 Eagle Canyon—Terra Nova Contract 16 of 16 Page t of 2 Kathie Hart From: Troy Butzlaff Sent: April 03, 2006 9:42 AM To: Kathie Hart Subject: RE: Terra Nova Contracts Kathie: I will accept their insurance coverage as stated. Thanks, Troy (of, Troy L. Butzlaff Assistant City Manager City of Palm Springs 3200 E. Tahquitz Canyon Way Tel: (760) 322-8336 P.O. Box 2743 Fax: (760) 323-8207 Palm Springs, CA 92263-2743 TDD. (760) 864-9527 www ci_palm-springs.ca.us Tro B a palm-sarinos ca.us From: Kathie Hart Sent: Monday, April 03, 2006 9:25 AM To: Troy Butzlaff Subject: Terra Nova Contracts Importance: High Troy: I have another Terra Nova agreement for processing. The amount is $66,870, approved by Council on March 1, 2006, for the focused entitlement and EIR for the Eagle Canyon Project Phase I and ll. Their general liability insurance is through State Farm with a B++ rating. In the past you authorized the acceptable of the rating. Please advise if I should move forward with this agreement. Thx! & r Kathie Rart, CMC Chief Deputy City Clerk 04/03/06 Bests Rating Center-Search Results Page 1 Page 1 of 1 I View Ratings:Financial Strength Issuer Cretlif Securities Advanced Search Other Web Centers: 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 state farm general insurance To refine your search, please use our Advanced Search or view our Online Help for more information. s ate ram same nsurance View results starting with: A B C D Z F G H I J K L M N O P Q R S T U V W X Y Z Company Information Fnancial Strength Ratings Issuer Credit Ratings Outlook/ Outlook/ y AMB## - Company Name F Rating implication Long-Term Implication Short-Term Domicile 02478 State Farm General Insurance B++ Stable US:Illinois Company (Property/casualty-Insurance Company) Note:Financial Strength Ratings as of 0 111 71200 6 04:50 PM E.S.T. Financial Strength Ratings(FSR) are sometimes assigned to Property/Casualty-A.M. Best Consolidated Groups. Please nc Life/htealth-A.M. Best Consolidated Groups and Company Consolidated Financial Statements are not assigned FSR rafing; * Denotes Under Review Bests Ratings Visit Beat'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 nelther a warranty of a company's financial strength nor its ability to meet Us financial obligations,indudin policyholders.View our entire notice for complete details. Customer Service 1 Product Support I Member Center I Contact Info I Careers About A.M. Best I Site Mao I Privacy Policy I Security I Terms of Use I Legal & Licensing Copyright @ 2006 A.M.Best Company,Inc.All rights reserved. r ss or wt e 1 . , ersey, , . . . Q Y, 'S' http://www.3.ainbest.com/ratings/RatingsSearch.asp?AltSrc=9 01/17/06 JAN-10-2006 TUE 10:06 AN FAX N0. . P. 02 POLICYHOLDER COPY SK ! STATE P.O. BOX 420807, SAN FRANCISCO,CA 94142-0807 i COMPENSATION INSUFt AN CE RU v D CERTIPICA11E OF WORKERS' COMPENSATION INSIJRANM ISSUE DATE: 09-01-2005 GROUP: POLICY NUMBER: 1097491-2005 CERTIFICATE ID: 22 CERTIFICATE EXPIRES: 08-01-2006 ! 09-01-2005/09-01-200e I CITY OF PALM SPRINGS SK JOB-ATTN: BRUCE dOHNSt1N 3200 E TAHQUrTZ CANYON WAY ' PALM SPRINGS CA 922E2 This is to certify that we have issued a valid Workers' Compensation insurance policy In a form approved by the I California Insurance Commissioner to the employer named below for the policy period Indicated. This policy is not subject to ancallation by the Fund except upon 30 days advanca written notice to the employer- . We will also give yeu 3Q days advance notice shculd this policy be cancelled prior 10 Its normal expiration. This certificate of insurance is not an Insurance p01icy and does not amend, extend or alter the coverage afforded by the policy listed herein Notwithstanding any requirement, term or condition of any oontract or other document with respect to which this certificate of insurance may be issued or to which it may pertain. the insurance afforded by the policy described herein is su�ject to all the terms, exclusions, and conditions, of such policy. ' AUTHORIZED REPRESENTATIVE PRESIDENT i jEMPLOYER'S LIABILITY LIMIT INCLUDING DEFENSE COSTS: $1,000,000 PER OCCURRENCE. ENDORSEMENT N0015 ENTITLED ADDITIONAL INSURED EMPLOYER EFFECTIVE 2003-09-01 IS ATTACHED TO AND FORMS A PART OF THIS PoI.ICY. NAME OF ADDITIONAL INSURED: —CITY OF PALM SPRINGS ENDORSEMENT A'f800 - JOIN 0. CRISTE,PlU!S,SEC„ TREASURER - EXCLUDED- ENDORSEMENT X1000 - NICOLE S. CRISTE:,, VICE PRESIDENT - EXCLUDEO. ENDORSEMENT N208S ENTITLED CERTIFICATE HOLDERS' NOTICE EFFECTIVE 09-01-2001 IS ATTACHED TO AND FORMS A PART OF THI$ POLICY. I EMPLOYER YERRA NOVA PLANNING A RF,SEARCH,INC. DBA:TERRA NOVA PLANNING B RESEARCH INC. 400 S FARRELL OR STE B2013 PALM SPRINGS CA 92252 M0410 . (REV.]-051 PRINTED : 08-17-2ous JAN-10-2006 TUE 10:06 AM FAX N0, P. 03 .Ian, OB-.—T.-O6-. Dzal`iP Geor6�' 5tettley 76077GS282 p.3 sYua-mow CERTIFICATE OF INSURANCE This cedifies that : (� Sum FARM FIRE AND CASUALTYCOMPANY,9toominglun,Illinois Ir'•"'�•"'d' STATE FARM GENERAL INSURANCE COMPANY,Bloomington,Illinois Q STATE FARM FIRE AND CASUALTY COMPANY,Scarborough Ontario Q SPATE FARM FLORIDA INSURANCE COMPANY,Winter Haven,Klarlda ❑ STATE FARM U.OYPS,Dallas,Toms insures the following policyholder forthe coverages indicated below. Policyholder _ERRA NOVA PLAX11=0 E F=srAAca IRC Address of policyholder yOO B FARAFILL, ST. 13-205, PNM SDAJNGS, CA g2262 Location of operations Description of operations The Policies listed below have been issued t0 the policyholder for lire policy periods shown.The insurance described in ihow policies is + subject to all the terms,exclusions,and conditions of'itose policies.The limits of Uabitity shown may have been reduced by any paid claims. POLICY NUMBER TYPE DF INSUF'UiPICEi POLICY PERIOD UMrrS OF LIABILITY i Effective Date j Expiration Date (at beginning of policy period) Comprohensfve BODILY INJURY AND 90-63-87y7-9 BusmasS Liability 09/:3/u5 I 09/15/06 PROPERTY DAMAGE ............................. .._..._..__---- . .....-•----- -------.._._..__. ibis insurance inGudOs: ❑products-Completed Operations 1 _ ❑Comtaclual Ilatdlity Each Occurrence $1,000,000 ❑Personal injury ❑Advertising Injury Gerierdl Aggregate $2,aoo,coo Q ❑ products—Completed $ ❑ Operations Agg ate EXCESS LIABILITY POLICY PERIOD BODILY INJURY AND PROPEMY DAMAGE Effective Date ' Expiration oats (Combined Single limit) ❑Umbretia Eech Ocwnance $ L]Other Aggregate $ POLICY PERIOD Part I-Workers Compensadon - Statutory Effective pate 1 Pmbeffon Pate I Workers,Compensation Part 11-FiMloyersLiability . and Employers Liability EachAcddent $ Disease-Each Employee $ r Disease-Policy Limit $ POLICY PERIOD LIMITS OF LIABILITY POLCY NUMBER TYPE OF INSURr1NCF: Efacliva Date ! Excim lion Date I (at hrgInning of policy period) V80-5:127-827-55H ATJTO OB/27/05 08/27/06 1 NTt.LIOF THE CERTIFICATE OF INSURANCE ES NOT A CONTRACT OF INSURANCE AND NEITHER AFFIRMATNEI.Y rioR NEGATIVELY AMENDS,EXTENDS OR ALTERS THE COVERAGE APPROVED BY ANY POLICY DESCRIE3ED HEREIN. Name and Address of Carfigcate Holder if any of the described policies are canceled before their expiration date,Slate Farm will try to mail a THE CITY OF PALM SPRINGS written notice to the certificate holier 3200 E TAtI=TZ CANYON W&Y days before cancellation.If however,we fall to mail PALM SPP-MUS, CA 92262 such notice,no oWlgatlon or IIablPly,will be Imposed on a Farm orits agen 5 o re fesen ves. 3igna reot PAfqWMQ PAPJ�IIWWU - AGENT 01/06/06 me Date GEORQE 5merTr.2a Agent Nome Telephone Number 760 r/70-0700 Alton �rt�p APO a365 D�tTE P FTL$R.AQEtI!' Auu SsaA9l g,s Rev,11-Oa-2ooa P,:ntvd fn U.S.A.o i 'µTNEpRg1_ oa 017y,CA' City of Palm Springs Thomas J. Wilson Assistant City Manager *; Department of Development Services Q` �P 3200 East Tahquitz Canyon Way • Palm Springs,CA 92262 OFORN Tel:760-323-8248•Fax:760-322-8360•E-mail: TomW ci.oalm-Ssprines.ca.us December 16, 2005 Mr. Rich Meaney Nexus Development 1 Mac Arthur Place, Suite 300 Santa Ana, CA 92707 RE: Eagle Canyon Project, Case 5.1070-PD-317/TTM 33047 Newport Federal —SPC Investors General Partnership Professional Services Contract—Terra Nova Planning & Research Dear Mr. Meaney: The City has entered into a contract with Terra Nova Planning & Research, Inc. for Focused Entitlement Services on the above project. In order to proceed with the work on this project, by signature below, please formalize the commitment to fund the engagement of Terra Nova for the contract amount of $24,580.00 for professional services plus the City's Planning Administrative fees of$3,072.50—a total of$27,652.50. We would appreciate receiving immediate payment of $27,652.50 so these project services can move forward. Please reference Project Eagle Canyon — 5.1070, 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 immediate 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, n Thomas son TJW lam 5100 Ea io Canyon Teas Nova 91 By signature we agree to fund the total of $27,652.50 for Focused Entitlement Services and the City Planning 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 Eagle Canyon Project 5.1070-PD-317 will be paid upon request. //ll By (-�'A /013 thorize gnature for Eagle Canyon I bate Post Office Box 2743 • Palm Springs,CA 92263-2743 • Web: www.ci.palm-springs.ca.us SENT 8Y: MODERN DEV; 049 3805806 ; MAR-7-06 9:55; PAGE 8/3 City of Palm � q; Thomas J. Wilp Assistant City Ma �n' Department of Develop P IFORN 3200 East Tahquitz Canyon Way• T r aaalyo, tl7LGOG Tcl:760-.323-8248• Fax:760-322.8360•E-mail: ToraWCad alm-sprinip.cm us February 23, 2006 ' D Mr. Rich Meaney Ne:Kus Development `n�i � g 2 1 MacArthur Place, Suite 300 ,,.-- Santa Ana, CA 92707 ;L)!: c__ gY. ...... RE: Eagle Canyon Project, Case 5.1070=PID-3171 IT M 33047 Newport Federal —SPC InvestOO-'Gen4al Partnership_ Professional Services Contract—Terra Nova Planning &Research— Phase 11 Dear Mr. Meaney: The City is entering into Phase II of a contract with Terra Nova Planning & Research, Inc. for Focused Entitlement and Environmental Services on the above project, In order to proceed with the work on Phase 11 of this project, by signature below, please formalize the commitment to fund the engagement T for Phase II of the.Qgntract amo rlt of$42,290.00 for professional services plus the Ci 's Plannin Adminls native fees of$5,286.25 a total of$47,576,25, We have received check #011214 from Newport Federal for $42,290.00, and would appreciate receiving a ant of 286.25 to cover the i P n ' fees shown above. P Project Ea le Can on — 5,1070 P I n vour check made to t Ci cf P Im S rings, and mail o my a ention at the address shown below. Receipt of this amount will pay P ase I and Phase II of the contract in full. Thank you for your immediate assistance — we look forward to working with everyone for a successful completion of this important project. Please let me know if you have questions. Sincerel Q)mas J. virson WkI 5 1070r,,Iy OaMT..H .K CC" Craig Ewing, Director of Planning Services By signature we agree to fund the total of $47,576,25 for Phase II of the Focused Entitlement Services and the City Planning 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 Eagle Canyon Project 5. D-317 aid u on request. utliorized Signature for Eagle Ca Date Post Office Sox 2743 • Palm Sprtn , CA 92263-274.1 • Web: www.cf.p9m4pring8.c3.u1; RECEIVED MAR 102006 ,A�M SA City of Palm Springs F Development Services ^ 3200 East Tahquitz Canyon Way Palm Springs, CA 92262 Telephone: 760-323-8270 �iuF01t Fax: 760-322-8360 E-mail: LorettaM@ci.palm-spr!ngs,ca.us XIE H o DG°aDDD [D Date: March 24, 2006 To: Marilynn Hannon City Attorney's Office From: Loretta Moffett, Administrative Assistant Development Services Subject: EAGLE CANYON PROJECT 5.1070 - FOCUSED ENTITLEMENT AND EIR SERVICES BY TERRA NOVA Here are three copies of the above contract between the City and Terra Nova for the Eagle Canyon Project for City Attorney review and signature. This was approved by City Council on March 1, 2006, Agreement A 5240, Minute Order 7824. The Phase I contract was cancelled and this new contract covers Phase I and Phase 11. A cancellation letter for the Phase I contract is also attached for City Attorney review and signature. Once these have been signed by the City Attorney, please forward all to Kathie Hart in the City Clerk's office: for their review and processing. All funds have been paid into a depository account by the Developer- Nexus Development. Please expedite as quickly as possible. Thanks for your help! Attachments: / 1. 3 copies March 1, 2006 Terra Nova Contract 2. Copy of Contract Abstract 3. Letter cancelling Phase I contract CONTRACT ABSTRACT Contract Company Name: Terra Nova Planning & Research Company Contact: Nicole Criste, Vice President Summary of Services: Focused Entitlement and EIR Planning Services (Scope of Services spelled out in Exhibit "A" page s 12 & 13) for Eagle Canyon 5.1070-PD-317 & TTM 33047 Contract Price: $66,870.00 Funding Source: Rich Meaney, Nexus Development Commitment Letter Agreement attached - all funds received and on deposit in Developer Depository account. Contract Term: Until completion or 180 days Contract Administration Lead Department: Planning Services Contract Administrator: Edward Robertson, Principal Planner Contract Approvals Council/ Community Redevelopment City Council Agency Approval Date: March 1, 2006 Minute Order/ Resolution Number: 7824 Agreement No: A5240 Contract Compliance Exhibits: A-Scope of Services & Schedule of Performance, B-Special Requirements, C-Schedule of Compensation, Signatures: John D. Criste, President, and Nicole Sauviat Criste, VP (both notarized) Insurance: Certificate of Liability - Workers & Employers Comp and Professional Liability - Bonds: N/A Contract prepared by: Loretta Moffett for Tom Wilson, ACM Submitted on: By: � � , MEMORANDUM �4trov. � TO: Loretta Moffett Development Services FROM: �N Kathie Hart, CIVIC '� Chief Deputy City Clerk DATE: April 5, 2006 ,SUBJECT: Terra Nova—A5240 (Focused Entitlement and EIR— Eagle Canyon Project) 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 Terra Nova A5227 Cancelled See A5240 >F FArm IPA G+ MEMORANDUM ���r„a,au•n � TO: Loretta Moffett Development Services FROM: Kathie Hart, CIVIC Chief Deputy City Clerk DATE: April 5, 2006 SUBJECT: Terra Nova — Cancellation of A5227 (Focused Entitlement— Eagle Canyon Project) Attached is a duplicate original 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 a�pALMSA� City ic)-f Palm Springs ` Thomas J. Wilson rA Assistant City Manager * * Department of Development Services O � �p 3200 East Tahquitz Canyon Way • Palm Springs, CA 92262 q�1F0RN Tel 760-323-8248 °Pax.760-322-8360•E-mail: TomW@ci.palm-sprmgs.ca.us RE: CONTRACT SERVICES AGREEMENT FOR FOCUSED ENTITLEMENT AND PLANNING SERVICES FOR THE NEXUS-DEVELOPMENT - EAGLE CANYON PROJECT 5.1070-PD-317 /TTM 33047 — PHASE I IT IS HEREBY UNDERSTOOD AND AGREED by and between the City of Palm Springs and Terra Nova Planning & Research, Inc. that the Phase I, Contract Services ,Agreement between the above parties dated February 14, 2006, in the amount of $24,580.00 is hereby cancelled and replaced with Agreement No. A5240, Minute Order 7824, that combines Phase I and Phase II of the Nexus Development - Eagle Canyon Project 5.1070-PD-317 / TTM 33047 for a total of :$66,870.00 as approved by the City Council at their March 1, 2006 meeting. DATED this t .��day of Bch, 2006 in the City of Palm Springs, California. TERRA NOVA PLAN NG & RESEARCH, INC. CITY OF PALM SPRINGS AyZ� �, S uviat Thomas J. Wil n Vice President & ProjeclAidnager Assistant City anager l 9 By By � fL� E' i✓l^ Sohn D. Crisfa� Dou la C. Holland C�bresident CitAttorney _ ATTEST: By Ja es Thompson David H. Ready Clerk City Manager f AND/OR AGREEGEK`y Post Office Box 2743 n Palm Spaiangs, CA 92263-2743 - 'v",7eb: v cvc�.ci.iralm-spc sags.ca.nns A� G� w M E M O N D U M �114i Rt2� 'G TO: Loretta Moffett d Development Servic " FROM: y Kathie Hart, CMC i" Chief Deputy Cyy Clerk DATE: February 15. 2006 SUBJECT: Terra a—A5227 ,�v (Eagle tnyonl Project) Attached is a duplicat original of the above referenced agreement for your files and distribution. We have kept the or' inal copy for our records. Please feel free t contact our office if there are any concerns. /kdh Attachment `� CITY OF PALM SPRINGS CONTRACT SERVICES AGREEM FOR FOCUSED ENTITLEMENT S�, VICES (EAGLE CANYON PROJECT— 5.1070-PD`-317 / TTM 33047) THIS CONTRACT SERVICES AGREEMF,,IVT (herein "Agreement"), is made and entered into this 20o and between the CITY OF PALM SPRINGS, a municipal c rporation, (herein,"City") and TERRA NOVA PLANNING & RESEARCH INC. (herein "Contractor"). (ehe term Contractor includes professionals performing in a consulting capacity.) The parties hereto agree as follows: 1.0 SERVICES OF CONTRA60R 1.1 Sco e of Sery "es. 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" nd incorporated herein by this reference, which services may be referred to herein as th services"or"work" hereunder. As a material inducement to the City entering into t Agreement, Contractor represents and warrants that Contractor is a provider of fi, t class work and services and Contractor is experienced in performing the work and s prvices contemplated ein and, in light of such status and experience, Contractor co�enants that it shall follow t ig est professional standards in performing the work and rvices required here de and at all materials will be of good quality, fit for the purpos intended. For p os . Agreement, the phrase "highest professional standards" shall mean those tan s of practice recognized by one or more first-class firms perforrng similar work un ilar circumstances. 1.2 ontractor's Pro s I. The Scope of Service shall inclu he Contractor's propos 'I or bid which sh 1 b corporated herein by this referenc`'�s hough fully set forth herei In the event of an ' onsistericy between the terms of posal and this Agreeme , the terms of tl vreement shall govern. 1.3 Com fiance oauitbi�Law. All services re e d her n r shall be provided in acco dance w hall di antes, resolutions, st to ule gulations of thle City and an , Federal, too al governmental a ing ju iction in effect at the time servic is rendered. .4 Licenses. Permits. Fees and Assessments. Contractor shall obtain at its sole cost nd expense such licenses, permits and approvals as may be required by law for the perf mance of the services required by this Agreement. Contractor shall have the sole obliga on to pay for any fees, assessments, and taxes, plus applicable penalties and interest, w ich may be imposed by law and arise from or are necessaryforthe Contractor's performa ce of the services required by this Agreement, and shall indemnify, defend and hold har less City against any such fees, assessments, taxes penalties or interest levied, assessed or imposed against City hereunder. BUD 5.1070 Eagle Canyon—Terra Nova Contract 1 of 18 1.5 Familiarity with Work. By executing this Contract, Contractor warrants that Contractor(a)has thoroughly investigated and considered the scope of services to be performed, (b) has carefully considered how the services should be performed, and (c)fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Contractor warrants that Contractor has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Contractor discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Contractor shall immediately inform the City of such fact and shall not proceed except at Contractor's risk until written instructions are received from the Contract Officer. 1.6 Care of Work. The Contractor shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence. 1.7 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither 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 maybe 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 5.1070 Eagle Canyon—Terra Nova Contract 2 of 18 the event of a conflict between the provisions of Exhibit"B" and any other provisions of this Agreement, the provisions of Exhibit "B" shall govern. 1.10 Responsible to City. Contractor acknowledges and agrees that the work and services the Contractor will produce for the City, including any initial study, screen check draft environmental impact report, draft environmental impact report, and final environmental impact report, will be prepared in strict and full compliance with the California Environmental Quality Act and the Environmental Quality Act Guidelines (collectively, the"Law"). Contractor further acknowledges and agrees that, consistent with the requirements of the Law, all documents that Contractor prepares must reflect the independent judgment of the City. All work performed and all work product produced shall be subject to review, revision, and approval of the Contract Officer and the final environmental impact report, including the draft environmental impact report, comments thereto, and all related responses to comments, will be subject to approval by the City Council. In addition, Contractor shall not meet with or discuss the work, services, or the contents of any work product with the applicant or a representative of the applicant without the express approval of the Contract Officer nor shall the Contractortake 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-FOUR THOUSAND FIVE HUNDRED EIGHTY AND NO/DOLLARS ($24,580.00) (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 ortime 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 UNDERTHIS SECTION 2.1 IS THE AMOUNT SPECIFIED HEREIN. IF THE CITY'S MAXIMUM OBLIGATION IS REACHED BEFORE THE CONTRACTOR'S SERVICES UNDER THIS AGREEMENT ARE COMPLETED, CONTRACTOR WILL NEVERTHELESS COMPLETE THE 5.1070 Eagle Canyon—Terra Nova Contract 3 of 18 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 suibmit 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. 3.2 Schedule of Performance. Contractor shall commence the services Pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit "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 hundred eighty (180) days cumulatively. 3.3 Force Maieure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Contractor shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services forthe 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)yearfrom the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit "A"). 5.1070 Eagle Canyon—Terra Nova Contract 4 of 18 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: Nicole Sauviat Criste, Principal Terra Nova Planning & Research, Inc. It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder. For purposes of this Agreement, the foregoing principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City. 4.2 Contract Officer, The Contract Officer shall be such person as may be designated by the City Manager of City. It shall be the Contractor's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 4.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Contractor shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein 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 orentities 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 5.1070 Eagle Canyon—Terra Nova Contract 5 of 18 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. 5.0 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 5.1070 Eagle Canyon—Terra Nova Contract 6 of 18 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 5A 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 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 orwillful 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 5.1070 Eagle Canyon—Terra Nova Contract 7 of 18 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 pairty to any action or proceeding filed or prosecuted against Contractorfor such damages or other claims arising out of or in connection with the negligent performance of orfailure 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 "A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, unless such requirements are waived by the City Manager or designee of the City ("City Manager") due to unique circumstances. In the event the City Manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Contractor agrees that the minimum limits of the insurance policies and the performance bond required by this Section 5 may be changed accordingly upon receipt of written notice from the City Manager or designee; provided that the Contractor shall have the right to appeal a determination of increased coverage by the City Manager to the City Council of City within ten (10) days of receipt of notice from the City Manager. 6.0 REPORTS AND RECORDS 6.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Contractor hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement, For this reason, Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or events that may 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 5.1070 Eagle Canyon—Terra Nova Contract 8 of 18 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 specific written authorization by the Contractor will be at the City's sole risk and without liability to Contractor, and the City shall indemnify the Contractor for all damages resulting therefrom. Contractor may retain copies of such documents for its own use. Contractor shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom. 6.4 Release of Documents. The drawings, specifications, reports, records, documents and other materials prepared by Contractor in the performance of services underthis Agreement shall not be released publicly without the priorwritten approval of the Contract Officer. 7.0 ENFORCEMENT OF AGREEMENT 7.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 7.2 Disputes. In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefor. The injured party shall continue performing its obligations hereunder so 5.1070 Eagle Canyon—Terra Nova Contract 9 of 18 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 differenttimes, 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 5.1070 Eagle Canyon—Terra Nova Contract 10 of 18 be liable for and shall pay to the City the sum of ($ ) 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 tirne 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 fetes. 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. 5.1070 Eagle Canyon—Terra Nova Contract 11 of 18 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 officeror employee participate in any decision relating to the Agreement which effects his financial interest or the financial interest of any corporation, partnership orassociation 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 5.1070 Eagle Canyon—Terra Nova Contract 12 of 18 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 comp ntjurisdiction, such invalidity or unenforceability shall not affect any of the remaining p ases, sentences, clauses, paragraphs, or sections of this Agreement which are ereby declared as severable and shall be interpreted to carry out the intent of the p ies hereunder unless the invalid provision is so material that its invalidity deprives eith party of the bo benefit of their bargain or renders this Agreement meaningless. 9.5 Corporate Authority. The persons e - cuting this en n behalf of the parties hereto warrant t t (i) such party is duly rganized and exi 'ng, (ii)they are duly authorized to execute and er this Agree nt on behalf f party, (iii) by so executing this Agreement, s h y is formally bind to the ovis f this Agreement, and (iv) the entering MIR th Agreement doe*'not violate ision of any other Agreement to which said p is bound. IN WITNESS WHERE he parties have/ecuted and t red into this Agreement as of the date first written o e. CITY OF PAL SPRINGS Vr Is ATTEST: \ \j a municipal corporation City6ierk v�. �� 3�� City Manager �✓ APPROVED 6Y CITY MANAGER APPROVED AS TO FO M: 9 By: City Attornyy 5.1070 Eagle Canyon—Terra Nova Contract 13 of 18 y CONTRACTOR: Terra Nova Planning & Research, Inc. Check one: � 400 South Farrell, Suite B-205 _Individy ll_Partnership_Corporation Palm Springs, CA 92262 y7r Corporations require two notarized signatures, one from A and'one from B: A. Chairman of Board, President, or any Vice President: and B. Secretary, Asgistant Secretary, Treasurer, Assistant Treasurer, or Chief Financial Officer). w By: / �by: Signatu tarized) /' "alr(;ji ed) Name: J ! ,.,/ r r STCyy4' Name:_/ � Title: �'eslI c eo ' Title: V1 cz, Address: -qco F✓✓ell & S-k6-Z0.5 Address: � nzzti z P 9Zz� II_� State of l Ll`1'�DYY\d(�� St too ll fnlC,e.., Countyof�i�) 1CQPy. }ss of K Side. ss On bg(e-w v-r �a ac s b fore'r iLs, On L�'Cewt.`a P1` aa-'c`005 before me �'.Csiroe-Rz 2 is e o ally (�rn� `Ro ul c personally appeared 7- h D. C e appeared O I t I @� L° r 1'---;tC- .pam9i:la+ly-knowr,(-te Fn (or prove to me on personatlq-knowrrt r proved to me on the basis of sa sfactory evidence) a the the basis of s isf evidence) to be the person(s-)who e name(&-)is/are u ibed to person(sj whos m )is/are subscribed to the within ins ument nd ackn ed to me the within instrument a acknowledged to me that he/ a ecute same in that -he/she/they executed the same irl,— his/klerfth ' authorize apa ), and that kris/her/their authorized capacity(ies}, and tha o by his/ heir-signature n th instrument by kris/her/their signature(-s-) on the instrumen L the pers nfs� or the entity upon behalf of the person(-s-), or the entity upon behalf of a 0 O which t e person(sj acted, executed the which the person(sj acted, executed the >Z r 4 u o instrum nt. instrument. ° o C U N - w o n a a rl m WITNESS my hand and official seal. WITNESS my hand and official seal. u o n z a C) 5: Notary Notary U � Signature: Signature: o : "aIWNN"N°" Nlotary Seal: Notary Seal: CARRIE ROVNEY commission#1348457 `< : <, 5.1070 Eagle Canyon—Terra Nova Contract z -�`ee � „' Notary Public-California 14 of 18 Riverside County y MY Comm.Expires Mar 26,200b EXHIBIT "A" SCOPE OF SERVICES AND SCHEDULE OF PERFORMANCE Consultant agrees to perform the following Scope of Services for "Eagle Canyon", the proposed developer of 75 single-family units and 230 townhomes on 80 acres within the Planned Development District near Indian Canyon west of the Canyon access from South Palm Canyon Drive between Murray, Canyon Drive and Bogert Trail (Case No. 5.1070-PD- 317 / TTM 33047) in the City of Palm Springs hereinafter referred to as "Project": PRELIMINARY SERVICES: Staff Meetinq — Review application, give first cut comments (first Friday following re-submittal; PS, inc. Planning, Engineering, Building, Fire; TN) Preliminary Environmental Review (Review of issues with City staff, determination of level of review required; PS Planning and Engineering, TN) Completeness Determination Intra-Agency Application Circulated Completeness Letter Prepare Environmental Document (TBD) Schedule Architectural Advisory Committee Prepare AAC Staff Report AAC Meeting Public Review of Environmental Documents Schedule Planning Commission Hearing Property Owners' Notification/Public Hearing Notice Prepare Planning Commission Staff Report Schedule City Council Hearing Planning Commission Hearing 5.1070 Eagle Canyon—Terra Nova Contract 15 of 18 Property Owners' Notification/Public Hearing Notice Prepare City Council Staff Report City Council Hearing Prepare and Post Notice of Determination (within 5 days of CC hearing; TN) CEQA Appeal Period (30 days from posting of NOD) 6.1070 Eagle Canyon—Terra Nova Contract 16 of 18 EXHIBIT "B" SPECIAL REQUIREMENTS City hereby waives Section 5.3 as a requirement in this Agreement. City hereby waives Section 7.7 as a requirement in this Agreement. 5.1070 Eagle Canyon—Terra Nova Contract 17 of 18 EXHIBIT "C" SCHEDULE OF COMPENSATION Consultant shall complete the work outlined above in accordance with the fees schedule identified below and shall invoice Client on a monthly basis on the percentage of completion. Cfent agrees to compensate Consultant for such services as shown below. Based on our history with this project, and the level of review and analysis to prepare for Planning Commission and City Council hearings,the following reflects ourestimates forthe project, without the environmental component. TASKS DESCRIPTION F E E S Preliminary Focused Entitlement Budget Eagle Canyon Project Budget Item Amount Consultation/Meetings/Coordination (City, Applicant, internal) (50 hrs.) $ 5,500.00 Data Collection, Application Review & Analysis (36 hrs.) $ 3,960.00 CEQA Documentation and Drafting $ Pending Preparation & Transmittal of Initial Study NOI, NOD, Public Notices, etc. * $ Pending AAC, HPC, PC & CC Staff Reports (36 hrs.) $ 3,960.00 Attendance and presentation at public hearings (16 hours) $ 1,760.00 Administrative Support (40 hrs.) $ 1,600.00 Subtotal $ 16,780.00 Special Tasks *Includes Terra Nova staff hours and subcontract management, analysis, and documentation. Special Studies, if required $ Pending Air Quality Impact Analysis $ 3,800.00 Subtotal $ 3,800.00 R:elmbursables: (copies of receipts to be included with invoices) CAD Drafting and Misc. Exhibit Preparation $ 1,000.00 Miscellaneous Printing2 $ 1,000.00 Misc. Office: Postage, telephone, FAX, photocopies, etc. $ 2,000.00 Subtotal $ 4,000.00 Total $ 24,580.00 5.1070 Eagle Canyon—Terra Nova Contract 18 of 18 Best's Rating Center- Search Results Page 1 Page 1 of 1 hter t 2- 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 state farm general insurance To refine your search,please use our Advanced Search or view our Online Help for more information. "` "" "' " state term general insuara j View results starting with: A B C D E F G H I J K L M N O R ORS 7 U V W X Y Z i Company Information Financial Strength Ratings Issuer Credit Ratings Outlook/ Outlook/ AMB# + Company Name Rating + Implication + Long-Term + Implication Short-Tenn Domicile 02478 State Fa m General Insurance B++ Stable US:Illinois Company (Property/casualty-Insurance Company) ' I Note:Financial Strength Ratings as of 0111712006 04:60 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 Under 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 siren 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,indudin 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 & Licensing Copyright©2006 A.M.Best Company,ins.All rights reserve _ w ersey,d. littp://www3.ambest.conVratings/RatingsSearch.asp?AltSrc=9 01/17/06 JAM-10-2006 TUE 10:06 AN FAX NO, . P. 02 /� POLICYHOLDER COPY SK STATE P.O. BOX 420807, SAN FRANCISCO,CA 94142-0807 COUIPENSATION IN SUR�A`N CE FUND D CERTIFICATE OF WORKERS' COMPENSATION INSURANCE ISSUE DATE: 09-01-2005 GROUP: POLICY NUMBER: 1097491-2005 CERTIFICATE ID: 22 CERTIFICATE EXPIRES: 09-01-2006 09-01-2005/09-01-20Oe CITY Or PALM SPRINGS SK JOB:ATTN: ERUCE JOHNSON WOO E TAHQUITZ CANYON WAY ' PALM SPRINGS CA 82262 This is to certify that we have issued a valid Workers Compensation insurance policy in a form approved by the California Insurance Commissioner to the employer named below for the policy period Indicated. This policy is not subject to cancellation by the Fend except upon 30 days advance written notice to the employer. i We will also give you 30 days advance notice, should this policy be cancelled prior to its normal expiration. This certificate of insurance is not an insurance pnilcy and does not amend, extend or alter the coverage afforded by the policy listed herein Notwithstanding any requirement, term or condition of any contract or other document with respect to which this certificate of insurance may be Issued or to which it may pertain. the insurance afforded by the policy described herein is suaiect to all the terms, exclusions, and conditions, of such policy, AUTHORIZED REPRESENTATIVE PRESIDENT EMPLOYER'S LIABILITY LIMIT INCLUDING DE12ENSE COSTS: $1.000,000 PER OCCURRENCE. ENDORSEMENT AOO1S ENTITLED ADDITIONAL INSURED EMPLOYER EFFECTIVE 2003-09-01 IS ATTACHED TO AND FORMS A PART OF THIS POLICY. NAME OF ADDITIONAL INSURED: —CITY OF PALM SPRINGS ENDORSEMENT N1800 - JOFN O. CRISTE,F"RES,SEC„ TREASURER - EXCLUDED_ ENDORSEMENT #1800 NICOLE S. CRISTF_ VICE PRESIDENT - EXCLUDED. ENDORSEMENT #2065 ENTITLED CERTIFICATE HOLDERS' NOTICE EFrECTIVE 09-01-2001 IS ATTACHED TO AND FORMS A PART OF THIS POLICY. I I EMPLOYER i TERRA NOVA PLANNING RESI:ARCH,INC. DBA:TERRA NOVA PLANNING & RESEARCH INC. 400 S FARRELL DR STE 0205 PALM SPRINGS CA 92262 M0410 . iIREV.2-o51 PRINTED t 03-17-2005 Jan 31 06 05: 21P George Stettler 7607709282 p. 2 CERTIFICATE OF INSURANCE t Kk.( .�t''rrLL'�' .. This certifies that ❑ STATE FARM FIRE AND CASUALTY COMPANY, Bloomington, Illinois E �� ® STATE FARM GENERAL INSURANCE COMPANY, Ipporr�� gton{{Ill'. «q ❑ STATE FARM FIRE AND CASUALTY COMPANY,S ''dbdrSdbh,Ont66 Ir J ❑ STATE FARM FLORIDA INSURANCE COMPANY,Winter Haven, Florida. ❑ STATE FARM LLOYDS, Dallas,Texas .(i4i'ILis 11Ii)rtl' insures the following policyholder for the coverage Indicated below: c rl"Y C L(E II V' Policyholder TERRA NOVA PLANNING AND RESEARCH, INC. Address of policyholder 400 S FARRELL DRIVE, SUITE 13-205, PALM SPRINGS, CA 92262 Location of operations SAME Description of operations The policies listed below have been issued to the policyholder for the policy periods shown, The insurance described in these policies Is subject to all the terms,exclusions,and conditions of those policies.The limits of liability shown may have been reduced by any paid claims. POLICY PERIOD LIMITS OF LIABILITY - POLICY NUMBER TYPE OF INSURANCE Effective Date Expiration Date (at beginning of policy period) 90-63-8797-9 Comprehensive 09/15/05 09/15/06 BODILY INJURYAND Business Liability 09/15/05 09/15/06 PROPERTY DAMAGE -- --- --------------------"...... ----- ------ s insurance includes: ❑ Products-Completed Operations ❑Contractual Liability Each Occurrence $ 1,Coo,000 ❑ Personal Injury ❑Advertising Injury General Aggregate $2,000,000 ❑ Products-Completed $ ❑ Operations Aggregate POLICY PERIOD BODILY INJURY AND PROPERTY DAMAGE EXCESS LIABILITY Effective Date : Expiration Date (Combined Single Limit) ❑ Umbrella Each OCCUrrence $ ❑Other Aggregate $ POLICY PERIOD Part I-Workers Compensation - Statutory Effective Date Expiration pate Workers'Compensation Part II-Employers Liability and Employers Liability Each Accident $ Disease-Each Employee $ Disease-Policy Limit $ POLICY PERIOD LIMITS OF LIABILITY POLICY NUMBER TYPE OF INSURANCE Effective Date ; Expiration Date (at beginning of policy period) V85 4787-A13-55H AUTOMOBILE 01 13/06 01/13/07 $ 1,000,000.00 CSL THE CERTIFICATE OF INSURANCE IS NOT A CONTRACT OF INSURANCE AND NEITHER AFFIRMATIVELY NOR NEGATIVELY AMENDS,EXTENDS OR ALTERS THE COVERAGE APPROVED BY ANY POLICY DESCRIBED HEREIN. Name and Address of Certificate Holder If any of the described policies are canceled before their expiration date, State Farm will try to mail a written notice to the certificate holder 30 days before ADDITIONAL INSURED; cancellation.If however,we fail to mail such notice, CITY OF PALM SPRINGS no obligation or liability will be imposed on Stale 3200 E TARQOITS CANYON WAY Farm or its agents or representatives. PALM SPRINGS, CA 92262 Signature of Authorized Representative ACENT/OWNER 01/28/06 Title Date GEORGE STETTLER Agent Name Telephone Number 760-770-0700 Agent's Code Stamp Agent Cade 55-8a63 AFO Code F422 558.994 a.5 Rev.1'1.06-28e4 Printed In U S A. QA`M SA amity of Palm Springs Thomas J. Wilson Assistant City Manager * - Department of Development Services 3200 East Tahquitz Canyon Way• Palm Springs,CA 92262 0 Tel:760-323-8248•Fax:760-322-8360•E-mad: TomW@ci.palm-sprin�_.ca.us December 16, 2005 Mr. Rich Meaney Nexus Development 1 Mac Arthur Place, Suite 300 Santa Ana, CA 92707 RE: Eagle Canyon Project, Case 5.1070-PD-317 /TTM 33047 Newport Federal —SPC Investors General Partnership Professional Services Contract—Terra Nova Planning & Research Dear Mr. Meaney: The City has entered into a contract with Terra Nova Planning & Research, Inc. for Focused Entitlement Services on the above project. In order to proceed with the work on this project, by signature below, please formalize the commitment to fund the engagement of Terra Nova for the contract amount of $24,580.00 for professional services plus the City's Planning Administrative fees of$3,072.50—a total of$27,652.50. We would appreciate receiving immediate payment of $27,652.50 so these project services can move forward. Please reference Project Eagle Canyon — 5.1070, 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 immediate 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, Thomas J. Ulfllson TJVVOM 51170 Eagle Canyon Tanoe Nava 91 By signature we agree to fund the total of $27,652.50 for Focused Entitlement Services and the City Planning 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 Eagle Canyon Project 5.1070-PD-317 will be paid upon request. ''ll A ByW 105 thorize gnature for Eagle Canyon I bate Post Office Box 2743 • Palm Springs, CA 92263-2743 • Web: www.ci.palm-springs.ca.us Pa ri:IVFn nFr 9 R 70IIF Page 1 of 2 Kathie Hart From: Troy Butzlaff Sent: February 14, 2006 12:10 PM To: Kathie Hart Subject: RE.: Insurance-Terra Nova A5227 Yes. I had indicated that this was acceptable to Loretta in Tom Wilson's office about a week ago. Obviously, this information never made it to you. Troy y AtN yy Ot bs Troy L. Butzlaff Assistant City Manager City of Palm Springs 3200 E. Tahquitz Canyon Way Tel: (760) 322-8336 P.O. Box 2743 Fax: (760) 323-8207 Palm Springs, CA 92263-2743 TDD: (760) 864-9527 www.ci.palm-sp-am, .ca.us Trov6 ci.palm-springs.ca.us From: Kathie Hart Sent: Tuesday, February 14, 2006 12:03 PM To: Troy Butzlaff Cc: Jay Thompson Subject: Insurance -Terra Nova A5227 Good Morning Troy In reviewing the agreement w/Terra Nova for consulting services for the "Eagle Canyon" project, it has come to my attention there is a deficiency. Page 8, Section 5.4 states "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 Rating Guide, ..." The Best Rating is B++. You authorized the execution of the agreement with Terra Nova on the Rae] project. Will the insurance rating on this agreement be acceptable? Please provide direction on how to proceed. Thx! 02/14/06 Con`lraci Company Marne: Terra Mlova Planning & Research Company Contact: Nicole Crisis, Vice President Summafy of Senfices: Focused entitlernent Planning seR?ices (Scope of SeRlices spelled out in Exhibit"A") ConbMet Price: $24,58J.00� Funding Source: Rich Meaney, Ne'(Us Development Commitment Letter Agreement attached. Contract Tarnq: Until compiefion or 180 days Lead Departfficant: Planning Services Coniract Administrator: Edward Robertson, Principal P12riner Council/ Cornmunity Redevelopment Agency Approval Dai:e: Minute Order/ Resolution Nqurnber: Agreement No: Calraf."t 'Compliance, Exhibits: A-Scope of Sonvices & Schedule of Performance, B-Special Requirernents, C-Sdiedule of Compensation, Signatures: John D. Criste, Presiden , and Nicole Sauviat Criste, VP (both notarized) Insurance: Certificate of Liability- Workers Employer.- Comp and Professional Liabilillty Bonds: N/A Contraci prepared by: Assistant City Manager-Tom Wilson Submitted on: ap,