HomeMy WebLinkAbout05119 - LSA ASSOCIATES EIR FOR BOULDERS AND CRESCENDO PROJECTS Pate 1 of 1
Kathie Hart
From: Loretta Moffett
Sent: March 07, 2008 10 29 AM
To: Kathie Wart
Co. Craig Swing
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.
6. A5494 Hogle-Ireland — Protect 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 Motel 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 Monett
Admmrsrrahve Assrr+;r
DEVEIO/Jflldrff ii l=lrjnnnr7$;rwcr3s
7C=0-373-8. O nhor? %till-:+7?A.i�/r tna
Lor'etra NiaffE:i�?nd�rr�_n'rngs-r:a grry
C elehra in„r l'uGn spi ieg s'
701&:lrruh,ef wri -- 1938 -00S
03iovhs
CITY OF PALM SPRINGS
CONTRACT SERVICES AGREEMENT (A5119) -AMENDMENT No. 2
FOR: ADDITIONAL ENVIRONMENTAL SERVICES for
Wessman Development's
Boulders (5.0973) and Crescendo (5.0996) Projects
THIS CONTRACT SERVICES AMENDMENT#2 (herein "Amendment#2"), is made
and entered into this "jt_ &u ® kb& 2007, by and between the CITY OF
PALM SPRINGS, a municipal borporation, (herein "City") and LSA ASSOCIATES, INC.
(herein "Contractor"). (The term Contractor includes professionals performing in a
consulting capacity.) The parties hereto agree as follows:
1.0 SERVICES OF CONTRACTOR —Amendment#2
1.1 Scope of Services. In compliance with all terms and conditions of this
Amendment#2 to the original Agreement A 5119 dated August 16, 2005, the Contractor
shall provide those services specified in the"Scope of Additional 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 Amendment#2 to the original 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 the original Agreement and this
Amendment#2, 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 Additional 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 Amendment#2, the terms of the original Agreement shall govern.
1.3 Compliance with Law. All services rendered hereunder have been
provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of
the City and any Federal, State or local governmental agency having jurisdiction in effect at
the time service is rendered, and all services of this Agreement/Contract have been
completed in accordance with all terms and conditions outlined in the original Agreement.
1.4 Additional Services. Contract warrants that all additional services of
this Amendment #2 have been fulfilled and completed as specified in the Additional
Services for the Boulders and Crescendo Projects. (Exhibit "A").
2.0 COMPENSATION —AMENDMENT #2
2.1 Contract Sum. For the services rendered pursuant to this Amendment
#2 to the original Agreement, the Contractor shall be compensated in accordance with the
"Schedule of Compensation"attached hereto as Exhibit"A"and incorporated herein by this
reference, but not exceeding the maximum Amendment #2 amount of TWENTY-TWO
THOUSAND FIVE HUNDRED AND NO/100 DOLLARS ($22,500.00) herein "Contract
Sum"). All funds have been paid to the City of Palm Springs by Wessman Development
Corp and are being held on deposit pending approval of this Amendment#2.
IN WITNESS WHEREOF, the parties have executed and entered into this Amendments#2
to the original Agreement A5119 dated August 16, 2005 as of the date first written above.
CITY OF PALM SPRINGS
ATTEST- a municipal corporation
By- Bq'
ity Clerk b�rSB f David H. Ready
/ City Manager
APPROV D / O FORM / APPROVED BY CITY COUNCIL
By ���
City rney
5 0973 Boulders—5.0996 Crescendo—LSA Amendment#2 Page 2 of 4
CONTRACTOR: LSA Associates, Inc. Check one
901 East Tahquitz Canyon Way _Individual_Partnership Corporation
Palm Springs, CA 92262
Corporations require two notarized signatures,one from A and one from B: A.Chairman of Board,President,
or any Vice President: and B. Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chief
Financial Officer)
/ l
By: 164� � By:
Signature (notarized) $ignat�rized)
Name: ' ` G't'i N6me- /��7dS ✓��f/`�/
Title: pLes Title: CJ��
Address: 20 /' Shzcw Address: E.tr c"r r�iE
State of /% ;i 1�1' State of 4
County of JP / }ss County 00f1 )° as
On !�� 82�� before me, On a�" l �2 p� _ _ before me
j ', C c personally5°r`P�l, + _ personally
appeared appeared M h-
personally known to me (sFprate-mems -#4e personally known to me (bFj�L ved-to-n%-errThe
- efoy euderaee)to be the person(s) baste ansfaetary evdence)to be the personts)
whose name(e) is/are subscribed to the within whose name4, ) is/are-subscribed to the within
instrument and acknowledged to me that instrument and acknowledged to me that
he/s4e4iey-executed the same in hisA�er/their he/she/they executed the same in his/her{thelF
authorized capacity(ies), and that by his/ber/thetr authorized capacity(res), and that by his/her}their
signature(&- on the instrument the person(&),or the signature(s)-on the instrument the person(o, or the
entity upon behalf of which the person(s) acted, entity upon behalf of which the persons) acted,
executed the instrument, executed the instrument.
WITNESS my han d officia seal. WITNESS my hand ancLoffcial seal.
Notary /�f Notary f
Signature:
Notary Seal: Notary Seal:
7ERES9A DE LA CRUZ IERESITA DE(A CRUZ CommlWbn 1573376 Coramlolon;Y 573376 Notary Public-California Notary Public-California
Ofaflge County
W COMM.Expires May 20,2009 Orange County
MYCornm,ExpiresMay2o 2D j
5.0973 Boulders-5.0996 Crescendo-LSA Amendment 42 Page 3 of 4
EXHIBIT "A" — AMENDMENT #2
SCOPE OF ADDITIONAL SERVICES AND SCHEDULE OF COSTS
Consultant has completed the services outlined in the original Agreement/Contract A5119
and the additional Services outlined in Amendment#1 and Amendment#2 (outlined below)
for the Boulders (5.0973) and Crescendo (5.0996) projects.
Client agrees to compensate Consultant for such services as shown below once this
Amendment#2 is approved by Council. All Contract and Amendment fees have been paid
by the project developer.
Additional Services Performed:
TASKS —Amendment#2 AMOUNT
1. Prepare Responses to Comments on Su lement $10,000.00
2. Update Response and Final EIR to reflect project $ 5,500.00
changes
3. Prepare Updated Air Quality Study Based upon $ 7,000.00
revised pr9ject plans and updates
Total $22,500.00
Task 1 Summary: Prepared responses to approximately 70 new comments from four individuals
and organizations.
Task 2 Summary: Updated FEIR and Responses to Comments to reflect changes in updated
grading plan prepared by applicant.
Task 3 Summary: Prepared updated air Quality technical analyses and EIR sections based
upon: (1) changes in project plans; (2) updates to Air Quality regulations since publication of
the DEIR.
5.0973 Boulders—5.0996 Crescendo—LSA Amendment#2 Page 4 of 4
CITY OF PALM SPRINGS
CONTRACT SERVICES AGREEMENT AMENDMENT No. 1
FOR: ENVIRONMENTAL SERVICES for
Wessman Development's
Boulders (5.0973) and Crescendo (5.0996) Projects
THIS CONTRACT SERVICES AGREEMENT(herein "Agreement"), is made and
entered into this knrl, i" if 2007, by and between the CITY OF
PALM SPRINGS, a m un icip4 corporation, (herein "City") and LSAASSOCIATES, INC.
(herein "Contractor"). (The term Contractor includes professionals performing in a
consulting capacity.) The parties hereto agree as follows:
1.0 SERVICES OF CONTRACTOR — Amendment#1
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
bylaw for the performance of the services required by this Agreement. Contractorshall
have the sole obligation to pay for any fees, assessments, and taxes, plus applicable
penalties and interest, which may be imposed by law and arise from or are necessary
for the Contractor's performance of the services required by this Agreement, and shall
indemnify, defend and hold harmless City against any such fees, assessments, taxes
penalties or interest levied, assessed or imposed against City hereunder.
1.5 Familiarity with Work. By executing this Contract, Contractor
warrants that Contractor (a) has thoroughly investigated and considered the scope of
services to be performed, (b) has carefully considered how the services should be
performed, and (c) fully understands the facilities, difficulties and restrictions attending
performance of the services under this Agreement. If the services involve work upon
any site, Contractor warrants that Contractor has or will investigate the site and is or will
be fully acquainted with the conditions there existing, prior to commencement of
services hereunder. Should the Contractor discover any latent or unknown conditions,
which will materially affect the performance of the services hereunder, Contractor shall
immediately inform the City of such fact and shall not proceed except at Contractor's risk
until written instructions are received from the Contract Officer.
1.6 Care of Work. The Contractor shall adopt reasonable methods
during the life of the Agreement to furnish continuous protection to the work, and the
equipment, materials, papers, documents, plans, studies and/or other components
thereof to prevent losses or damages, and shall be responsible for all such damages, to
persons or property, until acceptance of the work by City, except such losses or
damages as may be caused by City's own negligence.
1.7 Further Responsibilities of Parties. Both parties agree to use
reasonable care and diligence to perform their respective obligations under this
Agreement. Both parties agree to act in good faith to execute all instruments, prepare
all documents and take all actions as may be reasonably necessary to carry out the
purposes of this Agreement. Unless hereafter specified, neither 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.
LSA Associates—Boulders Crescendo Amend #1 Page 2 of 17
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 CitV. Contractor acknowledges and agrees that the
work and services the Contractor will produce for the City, including any initial study,
screen check draft environmental impact report, draft environmental impact report, and
final environmental impact report, will be prepared in strict and full compliance with the
California Environmental Quality Act and the Environmental Quality Act Guidelines
(collectively, the "Law"). Contractor further acknowledges and agrees that, consistent
with the requirements of the Law, all documents that Contractor prepares must reflect
the independent judgment of the City. All work performed and all work product
produced shall be subject to review, revision, and approval of the Contract Officer and
the final environmental impact report, including the draft environmental impact report,
comments thereto, and all related responses to comments, will be subject to approval by
the City Council. In addition, Contractor shall not meet with or discuss the work,
services, or the contents of any work product with the applicant or a representative of
the applicant without the express approval of the Contract Officer nor shall the
Contractor take direction from the applicant or the applicant's representative.
2.0 COMPENSATION
2.1 Contract Sum. For the services rendered pursuant to this
Agreement, the Contractor shall be compensated in accordance with the "Schedule of
Compensation" attached hereto as Exhibit "C" and incorporated herein by this
reference, but not exceeding the maximum contract amount of SEVENTEEN
THOUSAND AND NO/100 DOLLARS ($17,000.00) herein "Contract Sum"), except as
provided in Section 1.8. The method of compensation may include: (i) a lump sum
payment upon completion, (ii) payment in accordance with the percentage of completion
of the services, (iii) payment for time and materials based upon the Contractor's rates as
specified in the Schedule of Compensation, but not exceeding the Contract Sum or(iv)
such other methods as may be specified in the Schedule of Compensation.
Compensation may include reimbursement for actual and necessary expenditures for
reproduction costs, telephone expense, transportation expense approved by the
Contract Officer in advance, and no other expenses and only if specified in the Schedule
of Compensation. The Contract Sum shall include the attendance of Contractor at all
project meetings reasonably deemed necessary by the City; Contractor shall not be
entitled to any additional compensation for attending said meetings. Contractor hereby
acknowledges that it accepts the risk that the services to be provided pursuant to the
Scope of Services may be more costly or time consuming than Contractor anticipates,
that Contractor shall not be entitled to additional compensation therefore, and the
provisions of Section 1.8 shall not be applicable for such services.
THE MAXIMUM AMOUNT OF CITY'S OBLIGATION UNDER THIS
SECTION 2.1 IS THE AMOUNT SPECIFIED HEREIN. IF THE CITY'S MAXIMUM
LSA Associates—Boulders Crescendo Amend.#1 Page 3 of 17
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 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,
3.3 Force Maleure. The time period(s) specified in the Schedule of
Performance for performance of the services rendered pursuant to this Agreement shall
be extended because of any delays due to unforeseeable causes beyond the control
and without the fault or negligence of the Contractor, including, but not restricted to, acts
of God or of the public enemy, unusually severe weather, fires, earthquakes, floods,
epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation,
and/or acts of any governmental agency, including the City, if the Contractor shall within
ten (10) days of the commencement of such delay notify the Contract Officer in writing
of the causes of the delay. The Contract Officer shall ascertain the facts and the extent
of delay, and extend the time for performing the services for the period of the enforced
delay when and if in the judgment of the Contract Officer such delay is justified. The
Contract Officer's determination shall be final and conclusive upon the parties to this
Agreement. In no event shall Contractor be entitled to recover damages against the City
for any delay in the performance of this Agreement, however caused, Contractor's sole
remedy being extension of the Agreement pursuant to this Section.
3.4 Term. Unless earlier terminated in accordance with Section 7.8 of
this Agreement, this Agreement shall continue in full force and effect until completion of
the services but not exceeding one (1) year from the date hereof, except as otherwise
provided in the Schedule of Performance (Exhibit "A").
LSA Associates—Boulders Crescendo Amend.#1 Page 4 of 17
4.0 COORDINATION OF WORK
4A 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-
(Lyn T. Calerdine, Principal and Project Manger
LSA Associates, 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
LSA Associates—Boulders Crescendo Amend.#1 Page 5 of 17
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 overthe 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.
LSA Associates—Boulders Crescendo Amend #1 Page 6 of 17
(c) Business Automobile Insurance, A policy of business
automobile liability insurance written on a per occurrence basis with a single limit
liability in the amount of $1,000,000 bodily injury and property damage, Said
policy shall include coverage for owned, non-owned, leased and hired cars.
(d)Additional Insurance-Additional limits and coverages,which may
include professional liability insurance, will be specified in Exhibit "B".
All of the above policies of insurance shall be primary insurance. (Reference
Section 5.4 regarding sufficiency.) The insurer shall waive all rights of subrogation and
contribution it may have against the City, its officers, employees and agents, and their
respective insurers. In the event any of said policies of insurance are canceled, the
Contractor shall, prior to the cancellation date, submit new evidence of insurance in
conformance with this Section 5.1 to the Contract Officer. No work or services under
this Agreement shall commence until the Contractor has provided the City with
Certificates of Insurance, endorsements or appropriate insurance binders evidencing the
above insurance coverages and said Certificates of Insurance, endorsements, or
binders are approved by the City.
The contractor agrees that the provisions of this Section 5.1 shall not be
construed as limiting in any way the extent to which the Contractor may be held
responsible for the payment of damages to any persons or property resulting from the
Contractor's activities or the activities of any person or person for which the Contractor
is otherwise responsible.
In the event the Contractor subcontracts any portion of the work in compliance
with Section 4.3 of this Agreement the contract between the Contractor and such
subcontractor shall require the subcontractor to maintain the same polices of insurance
that the Contractor is required to maintain pursuant to this Section.
5.2 Indemnification. Contractor agrees to indemnify the City, its
officers, agents and employees against, and will hold and save them and each of them
harmless from, any and all actions, suits, claims, damages to persons or property,
losses, costs, penalties, obligations, errors, omissions or liabilities, (herein "claims or
liabilities")that may be asserted or claimed by any person, firm or entity arising out of or
in connection with the 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;
LSA Associates—Boulders Crescendo Amend.91 page 7 of 17
(b) Contractor will promptly pay anyjudgment rendered against
the City, its officers, agents or employees for any such claims or liabilities arising out of
or in connection with the negligent performance of or failure to perform such work,
operations or activities of Contractor hereunder, and Contractor agrees to save and hold
the City, its officers, agents, and employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is
made a party to any action or proceeding filed or prosecuted against Contractor for such
damages or other claims arising out of or in connection with the negligent performance
of or failure to perform the work, operation or activities of Contractor hereunder,
Contractor agrees to pay to the City, its officers, agents or employees, any and all costs
and expenses incurred by the City, its officers, agents or employees in such action or
proceeding, including but not limited to, legal costs and attorneys' fees.
5.3 Performance Bond. Concurrently with execution of this Agreement,
Contractor shall deliver to City a performance bond in the sum of the amount of this
Agreement, in the form provided by the City Clerk, which secures the faithful
performance of this Agreement, unless such requirement is waived by the Contract
Officer. The bond shall contain the original notarized signature of an authorized officer
of the surety and affixed thereto shall be a certified and current copy of his power of
attorney. The bond shall be unconditional and remain in force during the entire term of
the Agreement and shall be null and void only if the Contractor promptly and faithfully
performs all terms and conditions of this Agreement. (Performance Bond requirement
waived — see EXHIBIT "B")
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,
LSA Associates—Boulders Crescendo Amend.#1 Page 8 of 17
if Contractor is providing design services, the cost of the project being designed,
Contractor shall promptly notify the Contract Officer of said fact, circumstance,
technique or event and the estimated increased or decreased cost related thereto and, if
Contractor is providing design services, the estimated increased or decreased cost
estimate for the project being designed.
62 Records. Contractor shall keep, and require subcontractors to
keep, such books and records as shall be necessary to perform the services required by
this Agreement and enable the Contract Officer to evaluate the performance of such
services. The Contract Officer shall have full and free access to such books and
records at all times during normal business hours of City, including the right to inspect,
copy, audit and make records and transcripts from such records. Such records shall be
maintained for a period of three (3) years following completion of the services
hereunder, and the City shall have access to such records in the event any audit is
required.
6.3 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.
LSA Associates—Boulders Crescendo Amend #1 Page 9 of 17
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.$,
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 existwhich shall appearto
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
LSA Associates—Boulders Crescendo Amend #1 Page 10 of 17
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
nas liquidated damages for each working day of delay in the performance of any
service required hereunder, as specified in the Schedule of Performance (Exhibit "A").
The City may withhold from any monies payable on account of services performed by
the Contractor any accrued liquidated damages.
7.8 Termination Prior to Expiration of Term. This Section shall govern
any termination of this Agreement except as specifically provided in the following
Section for termination for cause. The City reserves the right to terminate this
Agreement at any time, with or without cause, upon thirty (30) days' written notice to
Contractor, except that where termination is due to the fault of the Contractor, the period
of notice may be such shorter time as may be determined by the Contract Officer. In
addition, the Contractor reserves the right to terminate this Agreement at any time upon,
with or without cause, upon sixty (60) days' written notice to City, except that where
termination is due to the fault of the City, the period of notice may be such shorter time
as the Contractor may determine. Upon receipt of any notice of termination, Contractor
shall immediately cease all services hereunder except such as may be specifically
approved by the Contract Officer. Except where the Contractor has initiated termination,
the Contractor shall be entitled to compensation for all services rendered prior to the
effective date of the notice of termination and for any services authorized by the
Contract Officer thereafter in accordance with the Schedule of Compensation or such as
may be approved by the Contract Officer, except as provided in Section 7.3. In the
event the Contractor has initiated termination, the Contractor shall be entitled to
compensation only for the reasonable value of the work product actually produced
hereunder. In the event of termination without cause pursuant to this Section, the
terminating party need not provide the non-terminating party with the opportunity to cure
pursuant to Section 7.2.
7.9 Termination for Default of Contractor. If termination is due to the
failure of the Contractor to fulfill its obligations under this Agreement, City may, after
compliance with the provisions of Section 7.2, take over the work and prosecute the
same to completion by contract or otherwise, and the Contractor shall be liable to the
extent that the total cost for completion of the services required hereunder exceeds the
compensation herein stipulated (provided that the City shall use reasonable efforts to
mitigate such damages), and City may withhold any payments to the Contractor for the
purpose of set-off or partial payment of the amounts owed the City as previously stated.
7.10 Attorneys' Fees. If either party to this Agreement is required to
initiate or defend or made a party to any action or proceeding in any way connected with
this Agreement, the prevailing party in such action or proceeding, in addition to any
LSA Associates—Boulders crescendo Amend.#1 Page 11 of 17
other relief which may be granted, whether legal or equitable, shall be entitled to
reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal,
and in addition a party entitled to attorney's fees shall be entitled to all other reasonable
costs for investigating such action, taking depositions and discovery and all other
necessary costs the court allows which are incurred in such litigation. All such fees shall
be deemed to have accrued on commencement of such action and shall be enforceable
whether or not such action is prosecuted to judgment.
&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.
92 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
LSA Associates—Boulders Crescendo Amend.#1 Page 12 of 17
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 interpretthis
Agreement. This Agreement may be amended at any time by the mutual consent of the
parties by an instrument in writing.
9A Severability. In the event that any one or more of the phrases,
sentences, clauses, paragraphs, or sections contained in this Agreement shall be
declared invalid or unenforceable by a valid judgment or decree of a court of competent
jurisdiction, such invalidity or unenforceability shall not affect any of the remaining
phrases, sentences, clauses, paragraphs, or sections of this Agreement which are
hereby declared as severable and shall be interpreted to carry out the intent of the
parties hereunder unless the invalid provision is so material that its invalidity deprives
either party of the basic benefit of their bargain or renders this Agreement meaningless.
9.5 Corporate Authority- The persons executing this Agreement on
behalf of the parties hereto warrant that(i) such party is duly organized and existing, (ii)
they are duly authorized to execute and deliver this Agreement on behalf of said party,
(iii) by so executing this Agreement, such party is formally bound to the provisions of this
Agreement, and (iv) the entering into this Agreement does not violate any provision of
any other Agreement to which said party is bound-
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
it
y Clerk David H. Ready
City Manager
al/
APPROVED BY CITY COUNCIL
APPROVO FORM a �U2a '��•0 `�%
By-
City C ty Attor7rley
LSA Associates—Boulders Crescendo Amend.#1 Page 13 of 17
CONTRACTOR: LSA Associates, Inc. Check One.
901 East Tahquitz Canyon Way `Individual_Partnership_Corporation
Palm Springs, CA 92262
Corporations require two notarized signatures, one from A and one from B: A. Chairman of Board,
President, or any Vice President:and B. Secretary,Assistant Secret ry,Treasure ,Assistant Treasurer,or
Chief Financial officer).
By: Ao By:
Signature (notarized) Ignature (notarized)
Name:_-�5 /�/c�h 1 (ame, JY-1�111va<
yr �
Title: 5r Title: C T^� /
Address: 20 xec. tiW A4rk ?CO Address: 25y
State of State of
County of e }ss County of 1`l�r "e, Iss
On before me, On /l before me
` personally - personally
a peared appeared
personally known to me ( personally known to me
b ) to be the person(sj e) to be the person(s)
whose name() is/are subscribed to the within whose name( is/are subscribed to the within
instrument and acknowledged to me that instrument and acknowledged to me that
he/sheAhey executed the same in hIs/heglliei� he/sAe4hley6 executed the same in histher'- 'hei=
authorized capacity(Ies), and that by his/herkhefr authorized capacity(Ies), and that by his/hsi ;e^
signature(s)on the instrument the person(s), orthe signature(s)on the instrument the person(5j, or the
entity upon behalf of which the person(s)-acted, entity upon behalf of which the person(s) acted,
executed the Instrument. executed the instrument.
WITNESS my hand official seal. WITNESS my hand and official seal.
Notary C Notary
Signature Signature:
Notary Seal Notary Seal:
tEtiUM of LA CRUZ 1ERESRA DE u,CRUZ
Commktbn N 1573376 s CgnrnWlOn N 1573376
Notary Public-CclHamlo NokrV Public-colliomia
oranps County Orange county
M/Cpnn.EYpFMMay2p, MVCanm.Eq�lftMay2o,2 '
LSA Associates-Boulders Crescendo Amend.#1 Page 14 of 17
EXHIBIT "A"
SCOPE OF SERVICES AND SCHEDULE OF PERFORMANCE
Consultant agrees to perform the following Scope of Services for the Boulders and
Crescendo projects and will continue to assist the City of Palm Springs approval process.
As needed, LSA Associates, Inc. coordinated the two "Stakeholder" meetings regarding
public comments and to establish alternatives for the Boulders/Crescendo projects.
An additional 80 hours is needed to prepare the responses to comments for the combined
projects.
LSA Associates—Boulders Crescendo Amend.##1 Page 15 of 17
EXHIBIT "B"
SPECIAL REQUIREMENTS
City hereby waives Section 5.3 as a requirement of this Agreement.
City hereby waives Section 7.7 as a requirement of this Agreement.
LSA Associates—Boulders Crescendo Amend #1 Page 16 of 17
EXHIBIT "C"
SCHEDULE OF COMPENSATION
Client agrees to compensate Consultant for such services as shown below.
Consultant shall complete the work outlined above in accordance with the fees schedule
identified below and shall invoice Client on a monthly basis on the percentage of
completion.
TASKS DESCRIPTION F E E S
Additional costs per May 11, 2006 Scope of Additional Services $ 3,000.00
Additional Costs per September 18, 2006 Budget Modification
Request for Response to Comments per CEQA $14,000.00
Additional Services $17,000.00
Since the nature of the complete scope of work is unknown at this time, contractor
proposes to set a time and materials budget. Specific tasks will only be undertaken with
City's approval. LSA performed the additional services described above, consistent with
the terms of the existing contract. The budget for these additional services includes labor
and reimbursables. The costs will not be exceeded without City's specific authorization.
LSA Associates—Boulders Crescendo Amend #1 page 17 of 17
L A I t.x ssOc x[i ixe sesl sotz m ixs IOCRUIT
lr[, f016 T�p...cwrm am.VN c9MULKG PALM sa•tasm 11 CKXM i
• av Yru��. exxisoxvu fxz4a 21,.1.1. wtvn YOf NT'Amn.... sen ivm 4pi�o
May 11,2006
Mr.Craig Ewing,Director of Planning Services
City of palm Springs
3200 E.Tahquitz Canyon Way
Palm Springs,CA 92253
Subject: Proposed Contract Amendment for Boulders/Crescendo in the City of Palm
Springs, California
Dear Craig:
As we approach the release of the Draft EIR,a review for an additional budget is prudent regarding
these additional services-I am submitting this proposed contract amendment for additional consulting
services in connection with the Boulders/Crescendo Project in the City of Palm Springs,California.
The proposed scope of additional services,compensation,and terms are discussed below.
Scope ofAdditional Services
LSA Associates,Inc(LSA)will continue to assist the City of Palm Springs approval process. As
needed,LSA Associates,Inc. (LSA)coordinated the two"Stakeholder"meetings regarding public
comments and to establish alternatives for the Boulders/Crescendo project.
Compensation and Tenns
Since the nature of the complete scope of work is unknown at this time,we propose to set a time and
materials budget. Specific tasks will only be undertaken with your approval. LSA performed the
additional services described above,consistent with the terms of our existing contract with you
(Dated June 15,2005). The budget for these additional services is$3,000 includmglabor and
reimbursables- Our total budget would thus be increased from$117,000 to$120,000.This cost will
not be exceeded without your specific authorization-
Please feel fiec to call me if you have any questions about our proposed scope of service or cost
estimate.Thank you for allowing LSA to perform this work on your project.
Sincerely,
LSA ASSOCIATES,INC.
Lyndon(Lyn)T.Calerdine
Principal
0511 IA0(P TSP530_aaulde[91Conlroe[FIICI$181(CIgldClb Anymlm[Aeques[.doc)
IRVINE BERKELEY
L A 1 SA -TAu urr INC 60- 6- PT. kS RMONn FT, KLINCOLLINS
l/(A\ I S E.'Pn F!IAJl'P2 CYN. WY., SOC'PE B•aoo 4� soyg TEL PT, RI IDE VT,
PALM SPRINGS. CA ya262 SGo-+r�-yo65 FA% SAN LISTS OBISPO rQLMA
CARLSBAD
September 18,2006
Mr- Craig Ewing, Director of Planning Services
City of Palm Springs
3200 E.Tahquitz Canyon Way
Palm Springs,CA 92253
Subject: Budget Modification Request for Response to Comments for the Boulders/Crescendo
Project(LSA Project#PSP530)
Dear Craig:
LSA Associates, Inc. (LSA) is providing this budget modification request for the expanded scope of
work associated with the Boulders/Crescendo EIR Project. The previously authorized scope of work
contained the following language:
"Note: The extent ofpublic comment is impassible to forecast at this time- LSA has budgeted a fixed
number of hours for preparing the responses;we will review the budget far responses with the City
once all the comment letters have been received "
The attached budget is based upon an estimate of 80 hours for preparing the response to comments for
the combined projects. IIowever,as we have discussed, the actual time required for preparing the
responses to comments will greatly exceed that amount primarily due to the length of Mr. Goodrich's
- comments and that of the comments from the law Finn of Chatten-Brown and Carstens. While we
believe that all the comments can be addressed adequately, under CEQA,we must respond
independently to each separate comment to provide a legally adequate document.
Therefore,consistent with the scope of the original document, we are requesting-a$14,000 increase in
the budget for this project. When combined with the pending(May 11, 2006)budget adjustment
request of$3,000,the total project budget will increase to $134,000. This amount covers responding
to the comments received to date.
Please note that LSA will absorb any costs associated with the separate distribution of the hydrology
Report that was accidentally omitted from the original Draft EIR distribution.Following your
authorization to proceed, LSA will complete the responses within four weeks.
Sincerely,
LSA ASSOCIATES, INC_
Lyndon T. Calerdine
Principal
Cc' Michael Braun, Wessman Development
09/18/OG(P TSP530_Baelders\ContracL FllclAugment Letter September 15 doc)
DOCUMENT TRACKING Page: 1
Report: One Document Detail April 24, 2006
Condition: Document NumberA5119,
Document# Descri tion Aporoval Date Expiration Date Closed Date
A5119 EIR for Boulders and Crescendo projects (Wessmarn) $117,000 06115/2005 02/28/2006
Company Name: L S A Associates
Address: 20 Executive Park, Suite 200, Irvine, CA 92614
Contract Amt. Total Paid Balance
Group: CITY MANAGER $117.000.00 $117.000.00 •
Service: In File
xRef: CITY MANAGER
Ins. Status: Certificate and Policies are OK
Document Tracking items: DUG Completed Tracking Amount Amount
Code Item Descrintion Date Date Date Added Paid
distrib to dept 0 811 7120 05
to CM for sig 0811512005
MO 7691 not prov by dept. 0611512005 $117.000.00
END OF REPORT *
a _Zak V
v
r �
LSA Associates
EIR for Boulders & Crescendo
A5119
MO 7691, 06-15-05
CITY OF PALM SPRINGS -
CONTRACT SERVICES AGREEMENT
FOR ENVIRONMENTAL SERVICES
(Boulders and Crescendo Projects)
THIS CONTRACT SERVICES AGREEMENT (herein "Agreement"), is made and
entered into this 00") day of N1 Vt k 2005, by and between the CITY OF PALM
SPRINGS, a municipal corporation, herein "City") and LSA Associates, Inc., (herein
"Contractor"). (The term Contractor includes professionals performing in a consulting
capacity.) The parties hereto agree as follows:
1.0 SERVICES OF CONTRACTOR
I
1.1 Scope of Services. In compliance with all terms and conditions of 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 bythis 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.
�BREG,INA3 BID
AND/OR AGREEMENT
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 Contractorshall 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
Eire subject to the written approval of the Contractor. Any increase in compensation of up
to five percent (5%) of the Contract Sum or $25,000, whichever is less, or in the time to
perform of up to thirty (30) days 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 applyto 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 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 One Hundred and Seventeen Dollars, ($117,000)
(herein "Contract Sum"), except as provided in Section 1.8. The method of compensation
may include: (i)a lump sum payment upon completion, (ii) payment in accordance with the
percentage of completion of the services, (iii) payment for time and materials based upon
the Contractor's rates as specified in the Schedule of Compensation, but not exceeding the
Contract Sum or (iv) such other methods as may be specified in the Schedule of
Compensation. Compensation may include reimbursement for actual and necessary,
expenditures for reproduction costs, telephone expense,transportation expense approved
by the Contract Officer in advance, and no other expenses and only if specified in the
Schedule of Compensation. The Contract Sum shall include the attendance of Contractor
at all project meetings reasonably deemed necessary by the City; Contractor shall not be -
entitled to any additional compensation for attending said meetings. Contractor hereby
acknowledges that it accepts the risk that the services to be provided pursuant to the
Scope of Services may be more costly or time consuming than Contractor anticipates,that
Contractor shall not be entitled to additional compensation therefore, and the provisions of
Section 1.8 shall not be applicable for such services.
THE MAXIMUM AMOUNT OF CITY'S OBLIGATION UNDER THIS SECTION
2A 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 (1 st) working day of such month, Contractor shall
submit to the City in the form approved by the City's Director of Finance, an invoice for
services rendered prior to the date of the invoice. Except as provided in Section 7.3, City
shall pay Contractor for all expenses stated thereon which are approved by City pursuant
to this Agreement no later than the last working day of the month.
3.0 PERFORMANCE SCHEDULE
3.1 Time of Essence. Time is of the essence in the performance of this
Agreement.
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 "D", if any, and incorporated herein by this reference. When requested
by the Contractor, extensions to the time period(s) specified in the Schedule of
Performance may be approved in writing by the Contract Officer, but not exceeding 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 7.7 of this
.Agreement, this Agreement shall continue in full force and effect until completion of the
services but not exceeding one(1)year from the date hereof, except as otherwise provided
in the Schedule of Performance (Exhibit "D").
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:
Lyndon T. Calerdine, Principal
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 sufficienttime 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 Aqainst Subcontractinq or Assiqnment. The experience,
knowledge, capability and reputation of Contractor, its principals and employees were a
substantial inducement for the City to enter into this Agreement. Therefore, Contractor
shall not contract with any other entity to perform in whole or in part the services required
hereunder without the express written approval of the City. In addition, neither this
Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated
or encumbered voluntarily or by operation of law, whether for the benefit of creditors or
otherwise, without the prior written approval of City. Transfers restricted hereunder shall
include the transfer to any person or group of persons acting in concert of more than
twenty five percent(25%) of the present ownership and/or control of Contractor, taking all
transfers into account on a cumulative basis. In the event of any such unapproved
transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved
transfer shall release the Contractor or any surety of Contractor of any liability hereunder
without the express consent of City.
The City's policy is to encourage the awarding of subcontracts to persons or entities
with offices located within the jurisdictional boundaries of the City of Palm Springs and, if
none are available, to persons or entities with offices located in the Coachella Valley
("Local Subcontractors"). Contractor hereby agrees to use good faith efforts to award
subcontracts to Local Subcontractors, if Local Subcontractors are qualified to perform the
work required. In requesting for the City to consent to a subcontract with a person or entity
that is not a Local Subcontractor, the Contractor shall submit evidence to the City that such
good faith efforts have been made or that no Local Subcontractors are qualified to perform
the work. Said good faith efforts may be evidenced by placing advertisements inviting
proposals or by sending requests for proposals to selected Local Subcontractors. The City
may consider Contractor's efforts in determining whether it will consent to a particular
subcontractor. Contractor shall keep evidence of such good faith efforts and copies of all
contracts and subcontracts hereunder for the period specified in Section 6.2.
4.4 Independent Contractor. Neither the City nor any of its employees
shall have any control over the manner, mode or means by which Contractor, its agents or
employees, perform the services required herein, except as provided in Section 1.10 or
otherwise set forth in this Agreement. City shall have no voice in the selection, discharge,
supervision or control of Contractor's employees, servants, representatives or agents, or in
fixing their number, compensation or hours of service. Contractor shall perform all services
required herein as an independent contractor of City and shall remain at all times as to City
a wholly independent contractor with only such obligations as are consistent with that role.
Contractor shall not at any time or in any manner represent that it or any of its agents or
employees are agents or employees of City. City shall not in any way or for any purpose
become or be deemed to be a partner of Contractor in its business or otherwise or a joint
venturer or a member of any joint enterprise with Contractor.
5.0 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 endorsementform CG2010(1185)
or equivalent language. The Commercial General Liability Insurance shall name the
City, its officers, employees and agents as additional insured.
(b) Worker's Compensation Insurance. A policy of worker's
compensation insurance in an amount which fully complies with the statutory
requirements of the State of California and which includes $1,000,000 employer's
liability.
(c) Business Automobile Insurance. A policy of business
automobile liability insurance written on a per occurrence basis with a single limit
liability in the amount of$1,000,000 bodily injury and property damage, Said policy
shall include coverage for owned, non-owned, leased and hired cars.
(d)Additional Insurance. Additional limits and coverages, which may
include professional liability insurance, will be specified in Exhibit "B".
All of the above policies of insurance shall be primary insurance. (Reference Section
5.4 regarding sufficiency.) The insurer shall waive all rights of subrogation and contribution
it may have against the City, its officers, employees and agents, and their respective
insurers. In the event any of said policies of insurance are canceled, the Contractor shall,
prior to the cancellation date, submit new evidence of insurance in conformance with this
Section 5.1 to the Contract Officer. No work or services under this Agreement shall
commence until the Contractor has provided the City with Certificates of Insurance,
endorsements or appropriate insurance binders evidencing the above insurance coverages
and said Certificates of Insurance, endorsements, or binders are approved by the City.
The contractor agrees that the provisions of this Section 5.1 shall not be construed
as limiting in any way the extent to which the Contractor may be held responsible for the
payment of damages to any persons or property resulting from the Contractor's activities or
the activities of any person or person for which the Contractor is otherwise responsible.
In the event the Contractor subcontracts any portion of the work in compliance with
Section 4.3 of this Agreement the contract between the Contractor and such subcontractor
shall require the subcontractor to maintain the same polices of insurance that the
Contractor is required to maintain pursuant to this Section.
5.2 Indemnification. Contractor agrees to indemnify the City, its officers,
agents and employees against, and will hold and save them and each of them harmless
from, any and all actions, suits, claims, damages to persons or property, losses, costs,
penalties, obligations, errors, omissions or liabilities, (herein "claims or liabilities")that may
be asserted or claimed by any person, firm or entity arising out of or in connection with the
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) Contractorwill promptly pay anyjudgment rendered against the
City, its officers, agents or employees for any such claims or liabilities arising out of or in
connection with the negligent performance of or failure to perform such work,operations or
activities of Contractor hereunder;and Contractor agrees to save and hold the City, its
officers, agents, and employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a
party to any action or proceeding filed or prosecuted against Contractor for such damages
or other claims arising out of or in connection with the negligent performance of 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 Sufficiencv of Insurer or Suretv. 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
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 7.7.
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 orfailingto perform Contractor's obligation underthis 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 appearto 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.
T6 Legal Action. In addition to any other rights or remedies, either party
may take legal action, in law or in equity, to cure, correct or remedy any default, to recover
damages for any default, to compel specific performance of this Agreement, to obtain
declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes
of this Agreement.
7.7 Termination Prior to Expiration Of Term. This Section shall govern any
termination of this Agreement except as specifically provided in the following Section for
termination for cause. The City reserves the right to terminate this Agreement at any time,
with or without cause, upon thirty(30)days'written notice to Contractor, except that where
termination is due to the fault of the Contractor, the period of notice may be such shorter
time as may be determined by the Contract Officer. In addition, the Contractor reserves
the right to terminate this Agreement at any time upon, with or without cause, upon sixty
(60)days'written notice to City, except that where termination is due to the fault of the City,
the period of notice may be such shorter time as the Contractor may determine. Upon
receipt of any notice of termination, Contractor shall immediately cease all services
hereunder except such as may be specifically approved by the Contract Officer. Except
where the Contractor has initiated termination, the Contractor shall be entitled to
compensation for all services rendered prior to the effective date of the notice of
termination and for any services authorized by the Contract Officer thereafter in
accordance with the Schedule of Compensation or such as may be approved by the
Contract Officer, except as provided in Section 7.3. In the event the Contractor has
initiated termination, the Contractor shall be entitled to compensation only for the
reasonable value of the work product actually produced hereunder. In the event of
termination without cause pursuant to this Section, the terminating party need not provide
the non-terminating party with the opportunity to cure pursuant to Section 7.2.
T8- Termination for Defaui# 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 forthe purpose of set-off
or partial payment of the amounts owed the City as previously stated.
7.9 Attorneys' Fees. If either party to this Agreement is required to initiate
or defend or made a party to any action or proceeding in any way connected with this
Agreement, the prevailing party in such action or proceeding, in addition to any other relief
which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's
fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party
entitled to attorney's fees shall be entitled to all other reasonable costs for investigating
such action, taking depositions and discovery and all other necessary costs the court
allows which are incurred in such litigation. All such fees shall be deemed to have accrued
on commencement of such action and shall be enforceable whether or not such action is
prosecuted to judgment.
8.0 CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non-liability of City Officers and Employees. No officer or employee of
the City shall be personally liable to the Contractor, or any successor in interest, in the
event of any default or breach by the City or for any amount which may become due to the
Contractor or to its successor, or for breach of any obligation of the terms of this
Agreement.
8.2 Conflict of Interest. No officer or employee of the City shall have any
financial interest, direct or indirect, in this Agreement nor shall any such officer or employee
participate in any decision relating to the Agreement which effects his financial interest or
the financial interest of any corporation, partnership or association in which he is, directly or
indirectly, interested, in violation of any State statute or regulation. The Contractor
warrants that it has not paid or given and will not pay or give any third party any money or
other consideration for obtaining this Agreement.
8.3 Covenant Aqainst Discrimination. Contractor covenants that, by and
for itself, its heirs, executors, assigns, and all persons claiming under or through them,that
there shall be no discrimination against or segregation of, any person or group of persons
on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in
the performance of this Agreement. Contractor shall take affirmative action to insure that
applicants are employed and that employees are treated during employment without regard
to their race, color, creed, religion, sex, marital status, national origin, or ancestry.
9.0 MISCELLANEOUS PROVISIONS
9.1 Notice. Any notice, demand, request, document, consent, approval,or
communication either party desires or is required to give to the other party or any other
person shall be in writing and either served personally or sent by prepaid,first-class mail, in
the case of the City, to the City Manager and to the attention of the Planning Services
Director, CITY OF PALM SPRINGS, P.O. Box 2743, Palm Springs, California 92263, and
in the case of the Contractor, to the person at the address designated on the execution
page of this Agreement. Either party may change its address by notifying the other party of
the change of address in writing. Notice shall be deemed communicated at the time
personally delivered or in seventy-two (72) hours from the time of mailing if mailed as
provided in this Section.
9.2 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of this Agreement or any other rule of
construction which might otherwise apply.
9.3 Integration; Amendment. It is understood that there are no oral
agreements between the parties hereto affecting this Agreement and this Agreement
supersedes and cancels any and all previous negotiations, arrangements, agreements and
understandings, if any, between the parties, and none shall be used to interpret this
Agreement. This Agreement may be amended at any time by the mutual consent of the
parties by an instrument in writing.
9.4 Severability. In the event that any one or more of the phrases,
sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared
invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction,
such invalidity or unenforceability shall not affect any of the remaining phrases, sentences,
clauses, paragraphs, or sections of this Agreement which are hereby declared as
severable and shall be interpreted to carry out the intent of the parties hereunder unless
the invalid provision is so material that its invalidity deprives either party of the basic benefit
of their bargain or renders this Agreement meaningless.
9.5 Corporate Authority. The persons executing this Agreement on behalf
of the parties hereto warrant that (i) such party is duly organized and existing, (ii)they are
duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so
executing this Agreement, such party is formally bound to the provisions of this Agreement,
and (iv) the entering into this Agreement does not violate any provision of any other
Agreement to which said party is bound.
(SIGNATURES ON NEXT PAGES)
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
Clerk City Manager
APPROVED AS FORM: AP ROVED BY CITY COUNCIL_
City Attorney I
CONTRACTOR: LSA Associates, Inc. Check one:_Individual_Partnership..1 Corporation
901 E. Tahquitz Canyon Way
Palm Springs, CA 92262
Corporations require two notarized signatures,one from A and one from B: A.Chairman of Board,President,or any Vice
President: and B. Secretary, Assistant Secretary, Treasurer,Assistant Treasurer, or Chief Financial Officer).
r
By;
/ r�
By: >! _
4
S i/ignature(notarized) 's;�f Signature(notarized)
� ff
r
�,�'.'>. �e,(�1"l:� Name:
D
Name:
1
Title: Ir,�,a d trnlw k'7 � '� r�:�"L�1 G Title:_ fl �
Address:4NIJ e�V}� d.r, V wvP, '��f'S Address: �7� ��(fi't�T/Y �! VC 9
zl-
in J State of-idi ' ' ('111,i( }
State ofe01I '�`�`f'6'� I`"� } County of Dfi�r��S� Iss
County of If>iY,�u- C'.. }ss y J _
Ont,4S�I Rja„aS7before me,�ir�t-'��9�N�'IwL.1�1�1 uY On pt?•,"i/ b fore me, r� `'�m
personally appeared 'l.i 4 CC personally appeared
personally known to me For_p[ovadto.me_anthe_basis.of� personally known to me(or-proued-te4iaen the-basisof
satisfactory--evidence) to he the person(s). whose satisfactory—evidenee) to be the person(s-) whose
name(s) Were,subscribed to the within instrument and name()) is/are subscribed to the within instrument and
acknowledged to me that he/she/{hey-executed the same acknowledged to me that he/sFie/they-executed the same
in his/her/their authorized capacity(ies), and that by in his/her/their-authorized capacity(ies-), and that by
his/her/their signature(s)-on the instrument the person(s); his/her/theirsignature(s}on the instrumentthe person(s),
or the entity upon behalf of which the person(s) acted, or the entity upon behalf of which the person(s-)acted,
executed the instrument. executed the instrument.
WITNESS my hand and official seal. WITNESS my hand and official seal.
f �
fr
Notaryi^ �-J'n Notary
Signature: �r'�'7,�;�,i"�U �'L �✓a�r="" Signature:
Notary Seal: Notary Seal:
f 9ERESIIA
l ! N_I � t (EREWA 7F to CRUZCoMnlubn N 1573376 COrm*slon#7573376 6E 1
M0 orublic-Coorqp llfmka DkWV Public•Ca111ornlof
lMCant EwreMa2D, a4
ill!.M * M 2 Ccnxn.'XPkGsMcy20.20-
U,
EXHIBIT "A"
SCOPE OF SERVICES
1. Preparation of the Notice of Preparation:
LSA shall prepare a draft Notice of Preparation (NOP) for circulation to State Office of
Planning and Research as well as individuals and agencies on the City's distribution list.
The NOP will include that formal NOP form as well as an Initial Study that highlights the
issues to be addressed in the EIR. Notice of Preparation
Output: Notice of Preparation
2.1 Alternatives Development
EIR shall address a range of alternatives to the project, including a No Build alternative.
The final range of alternatives will be determined during the scoping process. The
following alternative will be considered.
2.1.1 Existing Development Pattern Alternative
This alternative shall extend the characteristics of the existing developments in the area
into the Boulders (and Crescendo) site. The existing streets (Milo, Janis, Vista, Palermo,
Leonard) would be extended southerly to cul-de-sac at the existing drainage at the
southerly edge of the property. New streets would match the characteristics of existing
streets. Grading and lot creation would follow existing patterns to the extent allowed under
current City of Palm Springs codes. Lots would not be necessarily flat graded; instead
each lot would need to deal with the existing slope within the lot area. This could be
accomplished through rnulti-level home design (i.e., garages at street level with the home
above or below, lots with the backyard or front yard below the main level of house, etc.).
'While the issue of"custom" vs. "tract" homes is not normally a CEQA issue, the intent with
this alternative is to adapt the individual home design to the lot, rather than creating a flat
lot where tract homes could be developed without lot customization.
LSA shall prepare a conceptual plan for such an alternative for inclusion in the EIR. If the
City wishes to develop accurate estimates of the amount of cut and fill for such a project,
then an outside engineer would need to further develop the alternative.
2.1.2 "Consensus" Alternative Development
LSA shall evaluate "consensus" alternative
3.1 Technical Studies
LSA will prepare three new technical studies for inclusion in the EIR:
Air Quality Study
The previously prepared Draft Mitigated Negative Declaration relied on an Air Quality
Report by Hans Giroux Associates. The City has also obtained a peer review of this effort
by Eiler and Associates, which identified several potential deficiencies in the original report.
Either Hans Giroux can prepare an updated study or LSA can prepare a new Air Quality
Study.
LSA shall prepare a new Air Quality Study that includes the original information prepared
by Giroux and addresses the concerns expressed in the Eiler Report. This report shall
resolve any discrepancies regarding the extent of simultaneous grading, which was a
primary concern raised in the Eiler report.
LSA shall work with the City and the developer to develop an Air Quality Mitigation Plan
that will ensure that the project will not exceed SCAQMD thresholds during grading.
The project may affect local and regional air quality environment during the construction
and operations phases.
The Construction analysis shall focus on emissions from construction vehicles, grading and
construction worker vehicles accessing the site, as well as the impacts of the rock crusher.
Emissions shall be calculated using standard modeling techniques; however, special
attention will be paid to the large lot sizes in the overall grading plan. The unmitigated
emissions will be compared the SCAQMD emission thresholds to determine the
unmitigated project emissions. Standard SCAQMD and City Palm Springs mitigation
measures will then be applied to the project, and the revised emissions will be calculated
and compared to the thresholds. If emissions still exceed any SCAQMD threshold, LSA will
work with the City to determine if additional mitigation is feasible.
The Operations analysis will focus on the emissions from vehicles accessing the project
after completion. This analysis has two components: a local and regional analysis. In this
case, the small scale of the project (approximately 56 homes) is unlikely to cause any
threshold to be exceeded.
The local analysis will focus on emissions at the intersections near the project. The
pollutant of concern at local intersections is Carbon Monoxide(CO), and emissions rise as
congestion and vehicular volumes increase. Using standard models, LSA will estimate CO
concentrations at up to three intersections (the intersections with the highest total traffic
volumes). Based upon our professional experience, we do not expect that CO standards
will be exceeded.
'The regional analysis will look at emissions that may increase overall smog levels such as
reactive organic gasses (ROG)and Nitrogen Oxides (NOX). These pollutants combine in
the atmosphere to create ozone and photochemical smog. The ROG and NOX emissions
are proportionate to the number of new vehicle trips related to a project. The emissions
from the project, based on trip generation,will be compared to the SCAQMD standards. If
such emissions are less than the standards (as anticipated)then the analysis is complete
at that point. If the thresholds are exceeded,then LSA will work with the developer and the
City to identify potential mitigation measures for incorporation into the project design that
would bring the project under the thresholds.
Noise.Study
The previously prepared Draft Mitigated Negative Declaration relied on a Noise Report by
Hans Giroux Associates. The City has also obtained a peer review of this effort by Eller
and Associates, which identified several potential deficiencies in the original report.
LSA shall prepare a new Noise Study that includes the original information prepared by
Giroux and addresses the concerns expressed in the Eiler Report.
Based on the results of the traffic study, the project design and, where appropriate,
previous efforts prepared by Hans Giroux, LSA shall prepare an updated noise analysis to
determine if the local noise environment will be adversely affected by the project, during
both the project construction and operational (project completed) phases.
The Construction analysis will estimate the noise generated during the construction phase
that result from construction equipment(bulldozers, scrapers, rock crusher, etc.). Typical
mitigation measures include limiting construction hours and ensuring that construction
vehicles are properly muffled. In addition, staging areas may be recommended to be
located away from existing residential uses.
The Operations analysis will focus on the impacts of the project after completion. The
project will cause traffic increases along portions of the adjacent street system. Such
volumes could potentially increase noise-volumes to levels4n excess-of City and State
standards, and the analysis will determine if such standards are exceeded.
Any requisite mitigation measures, such as additional setbacks or new noise buffers, will
be identified by LSA to remedy any exceedance of standards due to the project.
Valley Fever Analysis
LSA shall finish its literature search, contact centers of excellence regarding Valley Fever,
and document the opinions that have raised this issue. These will be summarized in a
technical report that summarizes the available data.
The report shall be submitted to the Riverside County Department of Environmental Health
for their final determination of the significance of the issue.
LSA shall prepare the EIR for the project based upon the data provided to LSA by City
staff, and other publicly available data. The EIR will be prepared consistent with the CEQA
Guidelines and City of Palm Springs standards for preparation of EIRs.
The following provides a preliminary scope of work for the preparation of the EIR.
4. Prepare EIR
4.1 Public Scoping Meeting
LSA shall attend one public scoping meeting during the 30-day public review period on the
NOR The City will arrange the public scoping meeting (time and place) and publish the
scoping meeting announcement in the newspaper. The purpose of this meeting will be to
provide the public the opportunity to have input into the proposed content of the EIR. The
meeting will also provide both LSA and the City the opportunity to explain the proposed
project, expand on the alternatives, and answer questions as necessary.
Output: Attend one public scoping meeting to receive public input on the content of
the EIR.
4.2 Project Description/Alternatives Development
LSA shall prepare a draft project description describing the proposed project and
alternatives to be evaluated in the EIR. In addition, a detailed narrative of the project
description will discuss project objectives, geographical setting, and rejated-projects. Each
of the requirements in CEQA for an EIR project description will be included in this section,
which will be provided to City staff for review prior,to completion of the Screencheck Draft
EIR.
Output: Draft project and alternatives description for City review prior to substantial
investment of time and project cost in analyzing the proposed project.
Output: LSA will prepare one before and two after renderings of each project, a total
of six, from selected viewpoints.
4.3 Screencheck Draft EIR
LSA shall carry one or more alternatives fully through the environmental analysis, and
directly compare its impacts to the build and no-build alternatives in each environmental
such a direct comparison of alternatives builds public trust in the document.
LSA shall analyze the environmental consequences of the proposed project and
alternatives forthose topics of focus identified in the Initial Study. This analysis will consist
of the following tasks:
• Evaluation and analysis of specific characteristics of the project area as they affect
and will be affected both directly and indirectly by the proposed project and
alternatives.
• Assessment of the environmental impacts that will be created by the proposed
project based on established thresholds of significance.
• Graphic depiction of environmental and planning factors and their relation to the
proposed project and their implementation.
i Formulation of specific implementable, mitigation measures that can be effectively
monitored during subsequent development.
• Analysis of the level of significance of project impacts after the application of
mitigation measures.
• The potential growth inducing aspects of the project will be discussed.
• The following CEQA-mandated topics will be addressed:
• Any significant irreversible environmental changes that would be involved
in the proposed action should it be implemented.
• Unavoidable adverse impacts.
• Cumulative impacts of the proposed project.
• Additional Alternatives Considered and Rejected: In addition_to the,Alternatives that
were addressed in the topical sections, any additional alternatives that were
considered by the City but rejected as infeasible under CEQA will be described.
LSA shall utilize the information contained in the Initial Study as prepared by the City.
These work efforts will be compiled into a Screencheck Draft EIR, along with analysis of
topical issues required by CEQA, an introduction, and project description.
Output: Five copies of the Screencheck Draft EIR for City review (Electronic
Transmission of documents is preferred).
4.4 Draft EIR
Following review by the City of the Screencheck Draft EIR, modifications to the
Screencheck Draft EIR shall be made by LSA. Once the City approves the document, a
Draft EIR and Notice of Completion (NOC)will be prepared and submitted to the City. LSA
will distribute the Draft EIR to the State clearinghouse and public based on a mailing list
prepared by LSA with input from the City. One camera-ready copy will be provided to the
City for future copying needs. The document will also be provided on CD-ROM in PDF
format. Note: LSA will provide three hard copies of any technical appendices; all copies of
the Draft EIR will also contain the appendices on a CD in PDF format.
Output: Preparation and distribution of up to 40 copies and 1 camera-ready copy, 1
CD-ROM copy of the Draft EIR, and 3 copies of the technical appendices.
5. Final EIR
The Final EIR shall include the Draft EIR; technical appendices; letters of comments and
responses on the Draft EIR; Mitigation Monitoring Program; Facts and Findings; Statement
of Overriding Considerations; and the City Council's Resolution certifying the EIR and
approving the proposed project.
Response to Comments. At the close of the public review period for the Draft EIR, LSA
will meet with City staff to review any comments on the Draft EIR that were received, and to
discuss potential responses to these comments.
LSA shall then formulate responses to the comments on the Draft EIR. Once draft
responses to comments are completed, they shall be submitted to City staff for review and
comment. The City's comments shall be incorporated into the response to comments
document, which will be submitted to the City as an appendix in the Final EIR for use in
public hearings.
Note: The extent of public comment is impossible to forecast at this time. LSA has
budgeted a fixed number of hours for preparing the responses; LSA shall review the
budget for responses with the City once all the comment letters have been received.
Output: Preparation of draft responses to all comments on the Draft EIR that were
received during the public review period for City staff review; revised responses to
comments based on City comments.
Mitigation Monitoring Program. Prior to Planning Commission hearings on the proposed
project and EIR, LSA shall prepare a mitigation monitoring plan, including monitoring
forms, to assist the City in implementing the mitigation measures contained in the EIR.
Output: A mitigation monitoring program to ensure the implementation of EIR
mitigation measures, meeting applicable CEQA and local requirements.
Screencheck Final EIR. LSA shall prepare a Screencheck Final EIR that includes the Draft
EIR, Response to Comments, and the Mitigation Monitoring Program for City review and
comment. LSA shall prepare a Final EIR text document that incorporates any changes
from the Draft EIR. Such Final EIR preparation would avoid future confusion.
Output: Prepare a Screencheck Final EIR for City review (3 copies).
6. Preparation of Candidate Findings of Fact and Statement of Overriding
Considerations
LSA shall prepare candidate findings of fact and, if necessary a statement of overriding
considerations, which clearly identify the:
a) Applicable Standard of Significance
b) Impacts of the Project as Compared to the Identified Standard
c) Mitigation Measures Proposed to Reduce the Project Impact to Below a Level of
Significance (If feasible).
d) Remaining Impacts of the Projects that Cannot Be Mitigated
Each impact is numbered, along with the corresponding mitigation measure(s). The
impacts, mitigation measures, and level of significance after mitigation are then
summarized in tabular form in Chapter 2 of the EIR. The table makes preparation of the
Findings and statement of overriding considerations straight-forward, as well as legally
defensible.
LSA shall prepare the CEQA required Findings of Fact, along with any corresponding
Statement of Overriding Considerations based upon the above table
7. Preparation of Administrative Record Final EIR
Prior to Planning Commission action on the EIR, the findings and statement will be
incorporated into the Final EIR. The Final EIR will also include the Administrative Record.
It is assumed that the City's legal counsel will prepare the findings and statement of
overriding considerations.
Output: Planning and environmental findings needed for Planning Commission and
City Council actions on the proposed amendments. (50 copies of Final EIR, and 1
camera ready and 1 CD-ROM copy of the Administrative Final EIR.)
13. Public Hearings
This proposal assumes two presentations to the Planning Commission and two before the
City Council. Additional public hearings will be attended on a per meeting basis.
Output: Attendance at public hearings, including presentations as needed.
Budget Assumptions
The cost and scope of work assumes the City will publish and post all legal notices
including the Notice of Preparation and Notice of Completion and all public hearings for
the project.
The City will prepare the findings and statement of overriding considerations, if
necessary.
LSA has assumed four meetings with City Staff, two public hearings each before the
Planning Commission and City Council, and one scoping meeting. All other meetings
will be attended on a time and materials basis in accordance with LSA standard rates
provided in this proposal.
9. Project management
LSA shall work closely with the City to ensure that project can be delivered in a timely
manner. LSA may provide recommendations on project entitlement strategies, if
requested. In addition, the work program is intended to ensure the smooth functioning of
the EIR process by maintaining open communications with the City.
Maintain Close Contact with City Staff. LSA will maintain continuous liaison with the City
and will participate in regular meetings to monitor progress and receive input.
Monthly Status Reports: LSA will provide the City with monthly status reports.
Output: Ongoing coordination between the City staff and monthly status reports.
10. Quality Control
LSA shall provide the highest quality professional services. LSA manages quality
throughout the life of the project, not merely at the end of the project. LSA's overall goal is
to improve quality on each subsequent project. This goal requires implementation of
strategies to assure quality at the beginning of each project, and carry it throughout a
project and beyond. Specific quality management tasks include the following:
• Assigning the most appropriate Project Manager, and assuring his or her availability
throughout the project.
• Having the LSA Project Manager and the City's Project Manager systematically review
the work program to assure that both have clear understanding of project definition and
scope of work.
• Assigning a project team with experience on similar projects, and coordinating with task
managers to ensure staffing availability.
• Reviewing all work to be performed and ensuring that significant impacts on external
agencies are identified.
• Assuring that applicable City and State standards, policies, and procedures are jointly
understood by project team members.
• Assuring timely delivery of project documents.
• Assuring quality of preliminary work products and cost estimates, and timely delivery at
lowest cost.
• Reviewing project status with the City at regular project intervals, to assure
implementation of the original scope of work and harmonious functioning of all team
members.
• Identifying any potential conflicts due to changes in scope.
Reviewing performance with the City's Project Managerto make any adjustments required
for successful project completion and determining improvements for future projects.
EXHIBIT "B"
SPECIAL REQUIREMENTS
EXHIBIT "C"
SCHEDULE OF COMPENSATION
The following table provides the budget estimate by task along with the estimated costs
of optional tasks.
Task Cost _
Alternatives Development(1) $4,000
Valley Fever Analysis $4,000
Screencheck EIR Preparation $20,000
Draft EIR Preparation $4,000
Draft EIR Publication $2,000
Final EIR and Mitigation Monitoring Program $8,000
Total Baseline Tasks $42,000
Optional Tasks
Consensus Alternative Development $10,000 (estimated,will required consultation with
consultant)
Air Quality Report $6,000
Noise Report $6,000
Notice of Preparation $3,000
Renderings $1,500 each
Crescendo Project Add 50%to Costs($21,000 to Baseline; assumes
both Projects included in the same EIR).
The proposed baseline budget for the combined EIR is $117,000; Additional meetings
would be billed on a time and material basis. Mr. Calerdine's billing rate is $150/hour;
Mr. Blount's billing rate is $115/hour. LSA's standard billing rates are given on the next
page:
EXHIBIT "D"
SCHEDULE OF PERFORMANCE
Assuming that the NOP is issued on July 1, 2005, and no lengthy technical studies are
required, the following schedule is feasible.
Action Date
Contract Notice to Proceed July 1, 2005
Alternatives Description Completed September 1, 2005
NOP Issued July 5,2005
Screencheck EIR to City August 15,2005
Staff Comments to Consultant August 31,2005
Draft EIR Issued for Public Review October 1,2005
Close of Comments November 15,2005
Consultant Submits Response to Comments December 1, 2005
Staff Approves Final EIR December 15,2005
First Planning Commission Meeting January 2006
Planning Commission Meeting(2) January 2006
_City Council Meetings February 2006
EIR Certification February 2006
We will work pro-actively with the City to develop a final schedule that meets the City's
requirements.
,t�.w 5 5v
_ Client#:6 � ASSOCII
a ACORD., CERTIFICA fE OF LIABILITY INSURANCE 6/27105°°""'
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
Dealey,Renton&Associates ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
P.O. Box 12675 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Oakland,CA 94604-2675
510 466.3090 INSURERS AFFORDING COVERAGE
INSURED INSURER A. Twin City Fire Ins.Co.
LSA Associates,Inc. INSURER B Hartford Fire Ins.Co.
20 Executive Park,Suite 200, INSURER C American Automobile Ins.Co. _
Irvine,CA 92614 INSURER D Greenwich Insurance Company
INSURER E:
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR LTR TYPE OFINSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY DATE MINI AD/YY) LIMITS
A GENERAL LIABILITY 57CCSOA1263 09/30/04 09/30/05 EACH OCCURRENCE $1,000,000
TX COMMERCIALGENERALLIABILRY FIRE DAMAGE(my one fire) $300,000
CLAIMSMADE OCCUR MED EXP(Any one person) $10,000
X Contractual PERSONAL&ADV INJURY $1,000,000
Liability GENERALAGGREGATE $2,000,000
GEN'L AGGREGATE LIMITAPPLIES PER PRODUCTS-COMP/OPAGG s2,000,00O
XI POLICY n P€0T n LOG
B AUTOMOBILEUABILITY 57UUNIF1488 09/30/04 09/30/05 COMBINED SINGLE UMIT 000$1,
X ANY AUTO (Ea accident) ,000
_ ALL OWNED AUTOS BODILY INJURY
_ SCHEDULED AUTOS (Per person) $
X HIREDAUTOS BODILYINJURV
X NON-OWNED AUTOS (Per accident) $
PROPERTY DAMAGE $
(Per accident)
GAUGE LIABILITY AUTO ONLY-EA ACCIDENT $
ANY AUTO OTHER THAN EA ACC $
AUTO ONLY. AGO $
EXCESS LIABILITY EACH OCCURRENCE $
OCCUR CLAIMS MADE AGGREGATE $
DEDUCTIBLE _ $ _
RETENTION $ $
C WORKERS COMPENSATION AND WZP8O924721 09/30/04 09/30/05 XIWCSTAT OTH-
WC �ORY5T MIS ER
EMPLOYERS'LIABILITY
E.L.EACH ACCIDENT $I,000,000
El DISEASE-EA EMPLOYEE $1,000,000
E L.DISEASE -POLICY LIMIT $1,000,000
D OTHER Professional PECOO12758O2 09/30/04 09/30/05 $1,000,000 per claim
&Pollution $2,000,000 annl aggr.
Liabillity
DESCRIPTION OF OPERATIONSILOCATIONSIVEHICLM"CLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS
General Liability policy excludes claims arising out of the performance of professional
services.
Ref: PSP'53O Boulder EIR.
The City of Palm Springs,Its Officers,Agents and Employees are
(See Attached Descriptions)
CERTIFICATE HOLDER ADDmONALINSUREDDNSURERLETTER: _ CANCELLATION _
SHOULD ANYOFTH E ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
City of Palm Springs DATE THEREOF, THE ISSUING INSURER WILL AMIl4e0P1UnK1 MAIL 30—DAYS WRITTEN
Planning Department NOTICE TO TH E CERTIFICATE H OLD ER NAM ED TO TH E LEFT,BX"ffi )DUQA)$ XKXXXX
Attn:Alex Meyerhoff x
3200 E Tahquitz Canyon Way ID1111900 0FIJAMXX
Palm Springs,CA 92263 AUTHORIZED REPRESENTATIVE /
I
ACORD 25-S(7/97)1 Of 2 #M112128 � � CCB O ACORD CORPORATION 1988
DE�CR1,P T IONS (Contin ed'f
rpm Page.1)-
additional Insureds to General and Auto Liability. Insurance is Primary
and Non-Contributory,with Severabllity of Interest Clause. A Waiver of
Subrogation applies to General,Auto and Workers Compensation coverages.
AMS 25.3(07/97)2 of 2 #M112128
POLICY NUMBER: 57CCSOA1263 COMMERCIAL GENERAL LIABILITY
CG 20 1010 93
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - OWNERS, LESSEES or
CONTRACTORS FORM B
This endorsement modifies insurance provided under the fallowing:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
SCHEDULE
Name of Person or Organization:
City of Palm Springs
Planning Department
Attn: Alex Meyerhoff
3200 E Tahquitz Canyon Way
Palm Springs, CA 92263
(If no entry appears above, information required to complete this endorsement will be shown in the
Declarations as applicable to this endorsement.)
WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization
shown in the Schedule, but only with respect to liability arising out of your ongoing operations
performed for that insured.
Schedule Cont. : The City of Palm Springs, Its Officers, Agents and
Employees
PRIMARY INSURANCE:
IT IS UNDERSTOOD AND AGREED THAT THIS INSURANCE IS PRIMARY
AND ANY OTHER INSURANCE MAINTAINED BY' THE ADDITIONAL INSURED
SHALL BE EXCESS ONLY AND NOT CONTRIBUTING WITH THIS
INSURANCE.
SEVERABILITY OF INTEREST:
IT IS AGREED THAT EXCEPT WITH RESPECT TO THE LIMIT OF INSURANCE, THIS
COVERAGE SHALL APPLY AS IF EACH ADDITIONAL INSURED WERE THE ONLY INSURED
AND SEPARATELY TO EACH INSURED AGAINST WHOM CLAIM IS MADE OR SUIT IS
BROUGHT.
WAIVER OF SUBROGATION:
IT IS UNDERSTOOD AND AGREED THAT THE COMPANY WAIVES THE RIGHT OF
SUBROGATION AGAINST THE ABOVE ADDITIONAL INSURED (S) , BUT ONLY AS RESPECTS
THE JOB OR PREMISES DESCRIBED IN THE CERTIFICATE ATTACHED HERETO.
NOTICE OF CANCELLATION:
IT IS UNDERSTOOD AND AGREED THAT IN THE EVENT OF CANCELLATION OF THE
POLICY FOR ANY REASON OTHER THAN NON-PAYMENT OF PREMIUM, 30 DAYS
WRITTEN NOTICE WILL BE SENT TO THE CERTIFICATE HOLDER BY MAIL. IN THE
EVENT THE POLICY IS CANCELLED FOR NON-PAYMENT OF PREMIUM, 10 DAYS
WRITTEN NOTICE WILL BE SENT TO THE ABOVE.
CG 20 10 10 93
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT
This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different
date is indicated below.
(The following"attaching clause'needs to be completed only when this endorsement is issued subsequent to preparation of the policy.)
This endorsement forms a part of Policy No. WZP80924721
Issuedto: LSA Associates, Inc .
By: American Automobile Ins . Co.
Premium(if any)TBD
We have a right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our
right against the person or organization named in the Schedule. (This agreement applies only to the extent that you
perform work under a written contract that requires you to obtain this agreement from us).
You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work
described in the Schedule.
The additional premium for this endorsement shall be 2-5%of the California workers compensation premium otherwise
due on such remuneration.
Schedule
Person or Organization Job Description
City of Palm Springs The City of Palm Springs, Its Officers,
Planning Department Agents and Employees
Attn: Alex Meyerhoff
320CI E Tahquitz Canyon Way
Palm Springs, CA 92263
WC O4.03 06 Countersigned by
(Ed. 4.84) Authorized Representative
M E M O R A N D U M
TO: Troy Butzlaff
Assistant City Manager
FROM: Kathie Hart, CIVIC
Chief Deputy City Clerk
DATE: August 17, 2005
SUBJECT: LSA Associates —A5119
cc: File
Attached are two duplicate originals of the above referenced agreement. We have retained the
original our files.
Please feel free to contact me if there are any questions, ext. 8206.
/kdh
attach.