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Community Redevelopment Agency Staff Report
DATE: February 4, 2009 Consent Agenda
SUBJECT: Jackie Lee Houston Plaza Landscape Design Contract
FROM: David H. Ready, Executive Director
BY. Community & Economic Development Department
SUMMARY
This item is the approval of a Landscape Design contract for the Jackie Lee Houston
Plaza at the Palm Springs Convention Center.
RECOMMENDATION:
1. Approve Agreement No. a standard form professional services consulting
agreement with Design Workshop, Inc. for landscape design services for the
Jackie Lee Houston Plaza at the Palm Springs Convention Center in an amount
not to exceed $114,770 plus reimbursable expenses not to exceed $9,950.
2. Direct the Finance Director to appropriate $124,720.00 from Unscheduled
Capital Projects 812-8192-50000 to Triangle Parcel Design 812-8192-65185;
3. Authorize the Executive Director to execute all necessary documents.
STAFF ANALYSIS:
On September 9, 2008 the City received nineteen (19) proposals from Landscape
Architectural firms interested in designing the Jackie Lee Houston Plaza at the Palm
Springs Convention Center. The proposals were evaluated by an evaluation panel and
from their review a short list of three firms was developed. The short listed firms were
interviewed by the evaluation panel and a top ranked firm of Design Workshop, Inc.,
from Stateline, Nevada was selected.
References were checked on the top ranked firm and were found to be outstanding.
Staff has negotiated a standard long form Professional Consulting Service Agreement
with the firm, a copy of the agreement exhibits are attached to this report. The scope of
the contract was set following the direction given by City Council on November 5, 2008.
A summation of the proposed agreement is as follows:
Item RA2
Scope:
1. Relocation of Condo Driveway.
2. Construction of a fence between Condo and triangle parcel.
3. Sustainable demonstration garden landscape program to include walking path.
4. Valet drop off in front of Convention Center.
5. Temporary street closure system installation.
6. Monument sign.
7. Prominent recognition element as Jackie Lee Houston Plaza.
8. Lighting and utility systems.
9. Future concession and public art locations.
Tasks:
1. Task One. Project Initiation: Initial Kick-off meetings with City.
2. Task Two. Site Reconnaissance and Research: Design team investigation of
site and existing information held by the City. Engineering Survey.
3. Task Three. Preliminary Design Concepts: Development of three conceptual
designs of the Plaza for consideration by the City.
4. Task Four. Design Development/Planning Submittal: This task includes the
further development of the preferred conceptual design and submittal of plans to
Planning for review and approval.
5. Task Five. Final Design: The Planning approved design will be developed into
bid documents.
6. Task Six. Plan Check Phase: Plans will be submitted for plan check and revised
as required.
7. Task Seven. Bidding Phase: Consultant will provide addenda as needed during
the bidding phase.
8. Task Eight. Construction Phase: Consultant will provide design coordination
during the construction period.
A construction budget of $750,000 has been set for this project. The attached
Professional Services Agreement has been negotiated based on the established
construction budget as well as the outlined scope. Several different disciplines are
incorporated into the contract. The overall design contract is $114,700 plus $9,950 for
reimbursable expenses. Surveying, not normally a design fee item, of $2,350 is
included as well as'civil engineering cost of $34,765. If these two costs are subtracted
from the design fee an overall landscape architectural fee of$77,655 is derived which is
10.35% of construction cost. Note: Independent design professionals estimated the
landscape design work as between 10% and 12% of overall construction cost.
FISCAL IMPACT.
In the current Redevelopment Merged Area #2 budget there is an account established
for Triangle Parcel Design, 812-8192-65185 with a balance of $2,000. There is also an
account Unscheduled Capital Projects 812-8192-6000 with a balance of $1,259,181.
CG
This design plus reimbursable expense comes to $124,720. A Budget Amendment in
the amount of$125,000 for design services is attached for approval.
Thrf as J. wdson Allen F. Smoot, Owner's Representative
Assistant City Manage
David H. Ready, Esq.. h
Executive Director
Attachment(s)
1. Agreement
2. Budget Amendment
Revised: 3/23107
PROFESSIONAL SERVICES AGREEMENT
Jackie Lee I3ouston Plaza Design
THIS PROFESSIONAL SERVICES AGREEMENT (hereinafter "Agreement") is made
and entered into, to be effective this day of 200`, by and between the
COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, a
municipal corporation, (hereinafter referred to as "Agency") and DESIGN WORKSHOP, INC.,
(hereinafter referred to as "Consultant"). Agency and Consultant are sometimes hereinafter
individually referred to as "Party" and are hereinafter collectively referred to as the"Parties."
RECITALS
A. Ageecy has determined that there is a need for Landscape Architect/Civil
Engineering Design services for Jackie Lee Houston Plaza project (the "Project") at the Palm
Springs Convention Center.
B. Consultant has submitted to Agency a proposal to provide Landscape
Architect/Civil Engineering to Agency for the Project pursuant to the terms of this Agreement.
C. Consultant is qualified by virtue of its experience, training, education, reputation,
and expertise to provide these services and has agreed to provide such services as provided
herein.
D. Ageecy desires to retain Consultant to provide such professional services.
NOW, THEREFORE, in consideration of the promises and mutual obligations,
covenants, and conditions contained herein, and other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:
AGREEMENT
1. SERVICES OF CONSULTANT
1.1 Scope of Services. In compliance with all terms and conditions of this
Agreement, Consultant agrees to perform the professional services set forth in the Scope of
Services described in Exhibit "A," which is attached hereto and is incorporated herein by
reference (hereinafter referred to as the "Services" or "Work"). As a material inducement to the
Agency entering into this Agreement, Consultant represents that Consultant is a provider of
professional services and that Consultant is experienced in performing the Work and Services
contemplated herein and, in light of such status and experience, Consultant represents that it shall
follow that degree of care and skill ordinarily exercised by members of the same profession
currently practicing under similar circumstance in performing the Work and Services required
hereunder.
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1.2 Contract Documents. The Agreement between the Parties shall consist of the
following: (1) this Agreement; (2) the Scope of Services; (3) the Agency's Request for
Proposals; and, (4) the Consultant's signed, original proposal submitted to the Agency
("Consultant's Proposal"), which shall all be referred to collectively hereinafter as the "Contract
Documents." The Agency's Request for Proposals and the Consultant's Proposal, which are
both attached hereto as Exhibits "B" and "C," respectively, are hereby incorporated by reference
and are made a part of this Agreement. The Scope of Services shall include the Consultant's
Proposal. All provisions of the Scope of Services, the Ageecy's bequest for Proposals, and the
Consultant's Proposal shall be binding on the Parties. Should any conflict or inconsistency exist
in the Contract Documents, the conflict or inconsistency shall be resolved by applying
the provisions in the highest priority document, which shall be determined in the following order
of priority: (I")the provisions of the Scope of Services (Exhibit "A"); (2"d)the provisions of the
Agnecy's Request for Proposal (Exhibit `B"); (31d) the terms of this Agreement; and, (4"') the
provisions of the Consultant's Proposal (Exhibit"C").
1.3 Compliance with Law. Consultant represents that all Services rendered
hereunder shall be performed in accordance with all applicable federal, state, and local laws,
statutes, and ordinances and all lawful orders, rules, and regulations promulgated thereunder.
1.4 Licenses Permits Fees and Assessments. Consultant represents and warrants
to Agency that it has obtained all licenses, permits, qualifications, and approvals of whatever
nature that are legally required to practice its profession and perform the Work and Services
required by this Agreement_ Consultant represents to .Agency that Consultant shall, at its sole
cost and expense, keep in effect at all times during the term of this Agreement, any license,
permit, qualification, or approval that is legally required for Consultant to perform the Work and
Services under this Agreement. Consultant 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 Consultant's performance of the Work and Services required
by this Agreement, and shall indemnify, defend, and hold harmless Agency against any such
fees, assessments, taxes penalties, or interest levied, assessed, or imposed against Agency
hereunder.
1.5 Familiarity with Work' By executing this Agreement, Consultant represents
that Consultant (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 ttie facilities, difficulties, and restrictions attending performance of the Services
under this Agreement. if the Services involve work upon any site, Consultant represents that
Consultant has or will investigate the site and is or will be fully acquainted with the conditions
there existing, prior to commencement of any Services hereunder. Should the Consultant
discover any latent or unknown conditions that will materially affect the performance of the
Services hereunder, Consultant shall immediately inform the Agency of such fact and shall not
proceed except at Consultant's risk until written instructions are received from the Agency.
1.6 Care of Work. Consultant shall adopt reasonable methods during the term 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
524762.1 2 05
Revised: 3123107
shall be responsible for all such damages, to persons or property, until acceptance of the Work by
the Agency, except such losses or damages as may be caused by Agency'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.
1.8 Changes in Plans & Specifications. In the event the competitive bids based on
the Final Plans exceed the Master Budget of$750,000 by more than two and one half percent
(2.5%), the Consultant shall, at no cost to the Agency above the basic fee as listed on Exhibit D,
make any changes in approved plans and specifications as are necessary to secure a new
construction bid which does not exceed estimates approved by the Agency and insure that the
Project is completed pursuant to the Master Schedule, Exhibit E.
1.9 Additional Services. Agency 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
such Work. No such extra work may be undertaken unless a written order is first given by the
Agency to the Consultant, incorporating therein any adjustment in (i) the Maximum Contract
Amount, as defined below, and/or(ii) the time to perform this Agreement, which adjustments are
subject to the written approval of the Consultant. Any increase in compensation of up to twenty-
five percent (25%) of the Maximum Contract Amount or $25,000, whichever is less, or in the
time to perform of up to thirty (30) days, may be approved by the Executive Director, or his
designee, as may be needed to perform any extra work. Any greater increases, occurring either
separately or cumulatively, must be approved by the Agency. It is expressly understood by
Consultant that the provisions of this section shall not apply to the 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 Services exceeds
any time or material amounts or estimates provided therein.
2. COMPENSATION
2.1 Maximum Contract Amount. For the Services rendered pursuant to this
Agreement, Consultant shall be compensated by Agency in accordance with the Schedule of
Compensation, which is attached hereto as Exhibit "D" and is incorporated herein by reference,
but not exceeding the maximum contract amount of On(c Hundred Twenty Four Thousand Seven
Hundred Twenty Dollars, ($12 4,720) (hereinafter referred to as the "Maximum Contract
Amount"), except as may be provided pursuant to Section 1.9 above. The method of
compensation shall be as set forth in Exhibit "D." Compensation for necessary expenditures for
reproduction costs, telephone expenses, and transportation expenses must be approved in
advance by the Contract Officer designated pursuant to Section 4.2 and will only be approved if
such expenses are also specified in the Schedule of Compensation. The Maximum Contract
Amount shall include the attendance of Consultant at all Project meetings reasonably deemed
necessary by the Agency. Consultant shall not be entitled to any increase in the Maximum
Contract Amount for attending these meetings. Consultant hereby acknowledges that it accepts
the risk that the services identified in the Scope of Services may be more costly and/or time-
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Revised. 3/23/07
consuming than Consultant anticipates, that Consultant shall not be entitled to additional
compensation therefore, and that the provisions of Section 1.8 shall not be applicable to the
services identified in the Scope of Services_ The maximum amount of Agency's payment
obligation under this section is the amount specified herein. If the Agency's maximum payment
obligation is reached before the Consultant's Services under this Agreement are completed,
consultant shall nevertheless complete the Work without liability on the Agency's part for
further payment beyond the Maximum Contract Amount.
2.2. Method of Payment. Unless some other method of payment is specified in the
Schedule of Compensation (Exhibit "D"), in any month in which Consultant wishes to receive
payment, no later than the tenth (10) working day of such month, Consultant shall submit to the
Agency, in a form approved by the City's Finance Director, an invoice for services rendered
prior to the date of the invoice. Such requests shall be based upon the amount and value of the
services perfonned by Consultant and accompanied by such reporting data including an itemized
breakdown of all costs incurred and tasks performed during the period covered by the invoice, as
may be required by the Agency. Agency shall use reasonable efforts to make payments to
Consultant within forty-five (45) days after receipt of the invoice or a soon thereafter as is
reasonably practical. There shall be a maximum of one payment per month.
2.3 Changes in Scone. In the event any change or changes in the Scope of Services
is requested by the Agency, the Parties shall execute a written amendment to this Agreement,
setting forth with particularity all tens of such amendment, including, but not limited to, any
additional professional fees. An amendment may be entered into: (a) to provide for revisions or
modifications to documents or other work product or work when documents or other work
product or work is required by the enactment or revision of law subsequent to the preparation of
any documents, other work product, or work; and/or (b) to provide for additional services not
included in this Agreement or not customarily famished in accordance with generally accepted
practice in Consultant's profession.
2.4 AARpropriations. This Agreement is subject to and contingent upon funds being
appropriated therefore by the Agency for each fiscal year covered by the Agreement. If such
appropriations are not made, this Agreement shall automatically terminate without penalty to the
Agency.
3. SCHEDULE OF PERFORMANCE
3.1 Time of Essence. Time is of the essence in the performance of this Agreement_
The time for completion of the services to be performed by Consultant is an essential condition
of this Agreement. Consultant shall prosecute regularly and diligently the Work of this
Agreement according to the agreed upon Schedule of Performance (Exhibit"E").
3.2 Schedule of Performance. Consultant 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, which is attached hereto as
Exhibit "E" and is incorporated herein by reference. When requested by Consultant, extensions
to the time period(s) specified in the Schedule of Performance may be approved in writing by the
s14761 1 4 - 6
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Contract Officer, but such extensions shall not exceed one hundred eighty (180) days
cumulatively; however, the Agency shall not be obligated to grant such an extension.
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 Consultant (financial inability excepted), including, but not limited to, acts of God or of the
public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine
restrictions, riots, strikes, freight embargoes, wars, and/or acts of any governmental agency,
including the Agency, if Consultant, within ten (10) days of the commencement of such delay,
notifies the Executive Director in writing of the causes of the delay. The Executive Director
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 Executive Director such
delay is justified. The Executive Director's determination shall be final and conclusive upon the
Parties to this Agreement. In no event shall Consultant be entitled to recover damages against
the City for any delay in the performance of this Agreement, however caused, Consultant's sole
remedy being extension of the Agreement pursuant to this section.
3.4 Term. Unless earlier terminated as provided elsewhere in this Agreement, this
Agreement shall commence upon the effective date of this Agreement and continue in full force
and effect until completion of the Services but not exceeding three (3) years from the date
hereof, except as otherwise provided in the Schedule of Performance (Exhibit "E") and pursuant
to Section 3.2 above, unless extended by mutual written agreement of the Parties.
4. COORDINATION OF WORK
4.1 Representative of Consultant. The following principal of Consultant is hereby
designated as being the principal and representative of Consultant authorized to act in its behalf
with respect to the Services to be performed tinder this Agreement and make all decisions in
connection therewith: Steve Noll, Principal-in-Charge. It is expressly understood that the
experience, knowledge, education, capability, expertise, and reputation of the foregoing principal
is a substantial inducement for Agency to enter into this Agreement. Therefore, the foregoing
principal shall be responsible during the term of this Agreement for directing all activities of
Consultant and devoting sufficient time to personally supervise the services performed
hereunder. The foregoing principal may not be changed by Consultant without prior written
approval of the Contract Officer.
4.2 Contract Officer. The Contract Officer shall be such person as may be
designated by the Executive Director of the Agency, and is subject to change by the Executive
Director. It shall be the Consultant's responsibility to ensure that the Contract Officer is kept
fully informed of the progress of the performance of the Services, and the Consultant shall refer
any decisions which must be made by Agency to the Contract Officer. Unless otherwise
specified herein, any approval of Agency required hereunder shall mean the approval of the
Contract Officer. The Contract Officer shall have authority to sign all dociunents on behalf of
the Agency required hereunder to carry out the terms of this Agreement.
51-1761 1 S U
Revised: 3/23/07
4.3 Prohibition Against Subcontracting or Assignments. The experience,
knowledge, capability, expertise, and reputation of Consultant, its principals and employees,
were a substantial inducement for Agency to enter into this Agreement. Therefore, Consultant
shall not assign the performance of this Agreement, nor any part thereof, nor any monies due
hereunder, voluntarily or by operation of law, without the prior written consent of Agency.
Consultant shall not contract with any other entity to perform the Services required under this
Agreement without the prior written consent of Agency. If Consultant is permitted to
subcontract any part of this Agreement by Agency, Consultant shall be responsible to Agency for
the acts and omissions of its subcontractor(s) in the same manner as it is for persons directly
employed. Nothing contained in this Agreement shall create any contractual relationships
between any subconsultant and Agency. Agency will deal directly with and will make all
payments to Consultant. 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 consent of Agency.
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
Consultant, 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 Consultant or any surety of Consultant from any liability
hereunder without the express written consent of Agency.
4.4 Independent Contractor.
A. The legal relationship between the Parties is that of an independent
contractor, and nothing herein shall be deemed to make Consultant a Agency employee. During
the performance of this Agreement, Consultant and its officers, employees, and agents shall act
in an independent capacity and shall not act as Agency officers or employees. The personnel
performing the Services under this Agreement on behalf of Consultant shall at all times be under
Consultant's exclusive direction and control. Neither Agency nor any of its officers, employees,
or agents shall have control over the conduct of Consultant or any of its officers, employees, or
agents, except as set forth in this Agreement. Consultant, its officers, employees, or agents shall
not maintain an office or any other type of fixed business location at Agency's offices. Agency
shall have no voice in the selection, discharge, supervision, or control of Consultant's
employees, servants, representatives, or agents, or in fixing their number, compensation, or hours
of service. Consultant shall pay all wages, salaries, and other amounts due its employees in
connection with this Agreement and shall be responsible for all reports and obligations
respecting them, including but not limited to social security income tax will-holding,
unemployment compensation, workers' compensation, and other similar matters. Agency shall
not in any way or for any purpose be deemed to be a partner of Consultant in its business or
otherwise a joint venturer or a member of any joint enterprise with Consultant.
B. Consultant shall not incur or have the power to incur any debt, obligation,
or liability against Agency, or bind Agency in any mariner.
C. No Agency benefits shall be available to Consultant, its officers,
employees, or agents in connection with any performance under this Agreement. Except for
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Revised: 3123/07
professional fees paid to Consultant as provided for in this Agreement, Agency shall not pay
salaries, wages, or other compensation to Consultant for the performance of Services under this
Agreement. Agency shall not be liable for compensation or indermi frcation to Consultant, its
officers, employees, or agents, for injury or sickness arising out of performing Services
hereunder. If for any reason any court or governmental agency determines drat the Agency has
financial obligations, other than pursuant to Section 2 and Subsection 1.8 herein, of any nature
relating to salary, taxes, or benefits of Consultant's officers, employees, servants,
representatives, subcontractors, or agents, Consultant shall indemnify City for all such financial
obligations.
5. INSURANCE
5.1 Types of Insurance. Consultant shall procure and maintain, at its sole cost and
expense, in a form and content satisfactory to Agency, the insurance described herein for the
duration of this Agreement, including any extension thereof; or as otherwise specified herein,
against claims which may arise fxom or in compction with the performance of the Work
hereunder by Consultant, its agents, representatives, or employees. In the event the Executive
Director determines that the Work or Services to be performed under this Agreement creates an
increased or decreased risk of loss to the Agency, the Consultant agrees that the minimum limits
of the insurance policies may be changed accordingly upon receipt of written notice from the
Executive Director or his designee. Consultant shall immediately substitute any insurer whose
A.M. Best rating drops below the levels specified herein. Except as otherwise authorized below
for professional liability (errors and omissions) insurance, all insurance provided pursuant to this
Agreement shall be on an occurrence basis. The minimum amount of insurance required
hereunder shall be as follows:
A. Errors and Omissions Insurance_ Consultant shall obtain and maintain in
full force and effect throughout the term of this Agreement, standard industry form professional
liability (errors and omissions) insurance coverage in an amount of not less than two million
dollars ($2,000,000.00) per occurrence and four-million dollars ($4,000,000.00) annual
aggregate, in accordance with the provisions of this section.
(1) Consultant shall either: (a) certify in writing to the Agency that
Consultant is unaware of any professional liability claims made against Consultant; or (b) if
Consultant does not provide the certification pursuant to (a), Consultant shall procure from the
professional liability insurer an endorsement providing that the required limits of the policy shall
apply separately to claims arising from errors and omissions in the rendition of services pursuant
to this Agreement.
(2) If the policy of insurance is written on a "claims made" basis, the
policy shall be continued in full force and effect at all times during the term of this Agreement,
and for a period of three (3) years from the date of the completion of the Services provided
hereunder. In the event of tennination of the policy during this period, Consultant shall obtain
continuing insurance coverage for the prior acts or omissions of Consultant during the course of
performing Services under the terms of this Agreement. The coverage shall be evidenced by
either a new policy evidencing no gap in coverage, or by obtaining separate extended "tail"
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coverage with the present or new carrier or other insurance arrangements providing for complete
coverage, either of which shall be subject to the written approval by the Executive Director.
(3) In the event the policy of insurance is written on an "occurrence"
basis, the policy shall be continued in full force and effect during the tern of this Agreement, or
until completion of the Services provided for in this Agreement, whichever is later_ In the event
of termination of the policy during this period, new coverage shall immediately be obtained to
ensure coverage during the entire course of performing the Services under the terms of this
Agreement.
l3. Workers' Compensation Insurance. Consultant shall obtain and maintain,
in full force and effect throughout the term of this Agreement, workers' compensation insurance
in at least the minimum statutory amounts, and in compliance with all other statutory
requirements, as required by the State of California. Consultant agrees to waive and obtain
endorsements from its workers' compensation insurer waiving subrogation rights under its
workers' compensation insurance policy against the Agency and to require each of its
subcontractors, if any, to do likewise under their workers' compensation insurance policies. If
Consultant has no employees, Consultant shall complete the Agency's Request for Waiver of
Workers' Compensation Insurance Requirement form.
C_ Commercial General Liability Insurance. Consultant shall obtain and
maintain, in full force and effect throughout the term of this Agreement, a policy of commercial
general liability insurance written on a per occurrence basis with a combined single limit of at
least one million dollars ($1,000,000.00) and two million dollars ($2,000,000.00) general
aggregate for bodily injury and property damage including coverages for contractual liability,
personal injury, independent contractors, broad form property damage, products and completed
operations.
D. Business Automobile Insurance. Consultant shall obtain and maintain, in
full force and effect throughout the term of this Agreement, a policy of business automobile
liability insurance written on a per occurrence basis with a single limit liability in the amount of
one million dollars ($1,000,000.00) bodily injury and property damage_ The policy shall include
coverage for owned, non-owned, leased, and hired cars.
E. Employer Liability Insurance. Consultant shall obtain and maintain, in
full force and effect throughout the term of this Agreement, a policy of employer liability
insurance written on a per occurrence basis with a policy limit of at least one million dollars
($1,000,000.00) for bodily injury or disease.
5.2 Deductibles and Self-Insured Retentions. Any deductibles or self-insured
retentions in excess of$100,000.00 shall be declared to and approved by the Executive Director
prior to commencing any work or services under this Agreement. Consultant guarantees payment
of all deductibles and self-insured retentions.
5.3 Other Insurance Requirements. The following provisions shall apply to the
insurance policies required of Consultant pursuant to this Agreement:
Revised: 3123107
5.3.1 For any claims related to this Agreement, Consultant's coverage shall be primary
insurance as respects Agency and its officers, council members, officials,
employees, agents, and volunteers. Any insurance or self-insurance maintained
by the Agency and its officers, council members, officials, employees, agents, and
volunteers shall be in excess of Consultant's insurance and shall not contribute
with it.
5.3.2 Any failure to comply with reporting or other provisions of the policies, including
breaches of warranties, shall not affect coverage provided to Agency and its
officers, council members, officials, employees, agents, and volunteers.
5.3.3 All insurance coverage and limits provided by Consultant and available or
applicable to this Agreement are intended to apply to each insured, including
additional insureds, against whom a claim is made or suit is brought to the full
extent of the policies. Nothing contained in this Agreement or any other
agreement relating to the Agency or its operations shall limit the application of
such insurance coverage.
5.3.4 None of the insurance coverages required herein will be in compliance with these
requirements if they include any limiting endorsement which substantially impairs
the coverages set forth herein (e.g., elimination of contractual liability or
reduction of discovery period), unless the endorsement has first been submitted to
the Executive Director and approved in writing.
5.3.5 Consultant agrees to require its insurer to modify insurance endorsements to
delete any exculpatory wording stating that failure of the insurer to mail written
notice of cancellation imposes no obligation, or that any party will "endeavor" (as
opposed to being required) to comply with the requirements of the endorsements.
Certificates of insurance will not be accepted in lieu of required endorsements,
and submittal of certificates without required endorsements may delay
commencement of die Project. It is Consultant's obligation to ensure timely
compliance with all insurance submittal requirements as provided herein.
5.3.6 Consultant agrees to ensure that subconsultants, and any other parties involved
with the Project who are brought onto or involved in the Project by Consultant,
provide the same minimum insurance coverage required of Consultant.
Consultant agrees to monitor and review all such coverage and assumes all
responsibility for ensuring that such coverage is provided in confonnnity with the
requirements of this section. Consultant agrees that upon request, all agreements
with subcontractors and others engaged in the Project will be submitted to the
Agency for review.
5.3.7 Consultant acknowledges and agrees that any actual or alleged failure on the part
of the Agency to inform Consultant of non-compliance with any insurance
requirement in no way imposes any additional obligations on the Agency nor does
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it waive any rights hereunder in this or any other regard.
5.3.8 Consultant shall provide proof that policies of insurance required herein expiring
during the term of this Agreement have been renewed or replaced with other
policies providing at least the same coverage. Proof that such coverage has been
ordered shall be submitted prior to expiration. Endorsements as required in this
Agreement applicable to the renewing or new coverage shall be provided to
Agency no later than ten (10) days prior to expiration of the lapsing coverage.
5.3.9 Requirements of specific insurance coverage features or limits contained in this
section are not intended as limitations on coverage, limits, or other requirements
nor as a waiver of any coverage nonnally provided by any given policy. Specific
reference to a given coverage feature is for purposes of clarification only as it
pertains to a given issue, and is not intended by any patty or insured to be limiting
or all-inclusive.
5.3.10 The requirements in this section supersede all other sections and provisions of this
Agreement to the extent that any other section or provision conflicts with or
impairs the provisions of this section.
5.3.11 Consultant agrees to provide immediate notice to Agency of any claim or loss
against Consultant arising out of the Work performed under this Agreement and
for any other claim or loss which may reduce the insurance available to pay
claims arising out of this Agreement. Agency assumes no obligation or liability
by such notice, but has the right (but not the duty) to monitor the handling of any
such claim or claims if they are likely to involve Agency, or to reduce or dilute
insurance available for payment of potential claims.
5.3.12 Consultant agrees that the provisions of this section shall not be construed as
limiting in any way the extent to which the Consultant may be held responsible
for the payment of damages resulting fTom the Consultant's activities or the
activities of any person or person for which the Consultant is otherwise
responsible.
5.44 Sufficiency of Insurers_ Insurance required herein shall be provided by
authorized insurers in good standing with the State of California. Coverage shall be provided by
insurers admitted in the State of California with an A.M. Best's Ivey Rating of B++, Class VII, or
better, unless such requirements are waived in writing by the Executive Director or his designee
due to unique circtunstances.
5.5 Verification of Coverage. Consultant shall furnish Agency with both certificates
of insurance and endorsements, including additional insured endorsements, affecting all of the
coverages required by this Agreement. The certificates and endorsements are to be signed by a
person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be
received and approved by the Agency before work commences. Agency reserves the right to
require Consultant's insurers to provide complete, certified copies of all required insurance
5206( 1 10 -'4
Revised: 3123107
policies at any time. Additional insured endorsements are not required for Errors and Omissions
and Workers' Compensation policies.
Verification of Insurance coverage may be provided by: (1) an approved General and/or
Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of
Liability Insurance Coverage with an approved Additional Insured Endorsement with the
following endorsements stated on the certificate:
1. "The City of Palm Springs Community Redevelopment Agency, its officials,
employees, and agents are named as an additional insured... " ("as respects City of Palm
Springs Community Redevelopment Agency Contract Na" or 'for any and all work
performed with the Agencyy"may be included in this statement)-
1 "This insurance is primary and non-contributory over any insurance or self-
insurance the Agency may have..." ("as respects City of .Palm Springs Community
Redevelopment Agency Contract Na" of 'for any and all work performed with the Agency"
may be included in this statement).
3. "Should any of the above described policies be canceled before the expiration
date thereof, the issuing company will mail 30 days written notice to the Certificate Holder
named" Language such as, "endeavor to" mail and "but failure to mail such notice shall impose
no obligation or liability of any kind upon the company, its agents or representative" is not
acceptable and must be crossed out.
4. Both 4ze Workers' Compensation and Employers' Liability policies shall contain
the insurer's waiver of subrogation in favor of Agency, its elected officials, officers, employees,
agents, and volunteers.
In addition to the endorsements listed above, the City of Palm Springs Community
Redevelopment Agency shall be named the certificate holder on the policies. All certificates of
insurance and endorsements are to be received and approved by the Agency before work
commences- All certificates of insurance must be authorized by a person with authority to bind
coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain
the required documents prior to the commencement of work shall not waive the Consultant's
obligation to provide them-
G. INDEMNIFICATION
To the fullest extent permitted by law, Consultant shall indemnify, defend, protect and
hold harmless Agency and its officers, council members, officials, employees, agents and
volunteers and all other public agencies whose approval of the Project is required, (individually
"Indemified Party'; collectively "Indemnified ,Parties") against any and all liabilities, claims,
judgments, arbitration awards, settlements, costs, demands, orders, and penalties (collectively
"Claims"), including but not limited to Claims arising from injuries or death of persons
(Consultant's employees included) and damage to property, to the extent such Claims arise out
of, pertain to, or are related to the negligence, recklessness, or willful misconduct of Consultant,
514762.1 I 1 -
Revised: 3123107
its agents, employees, or subcontractors, or arise from Consultant's negligent, reckless, or willful
performance of or failure to perform any term, provision, covenant, or condition of this
Agreement ("Indemnified Claims"), but Consultant's liability for Indemnified Claims shall be
reduced to the extent such Claims arise out of•, pertain to or relate to, the negligence,
recklessness, or willful misconduct of any indemnified party.
Consultant shall reimburse the Indemnified Parties for any reasonable expenditures,
including reasonable attorneys' fees, expert fees, litigation costs, and expenses that each
Indemnified Party may incur by reason of Indemnified Claims. The determination whether a
Claim "may arise out of, pertain to, or relate to Indemnified Claims" shall be based on whether
the final judgment, arbitration award, order, settlement, or other final resolution determines that
the claim was a result of the negligence, recklessness, or willful misconduct of any Consultant
party, and if so,the degree of fault attributable to such Consultant party.
Consultant's indemnification obligation hereunder shall survive the expiration or earlier
termination of this Agreement for a period of two years.
7. REPORTS AND RECORDS
7.1 Accounting Records. Consultant shall keep complete, accurate, and detailed
accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement.
Consultant shall keep such books and records as shall be necessary to properly perforn the
Services required by this Agreement and to 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 reasonable times, including the right to inspect, copy, audit, and make records
and transcripts from such records.
7.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer
such reports concerning the performance of the Services required by this Agreement as the
Contract Officer shall require. Consultant hereby acknowledges that the ,Agency is greatly
concerned about the cost of the Work and Services to be performed pursuant to this Agreement.
For this reason, Consultant agrees that if Consultant 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 Consultant is providing design services, the cost of the
project being designed, Consultant shall promptly notify the Contract Officer of such fact,
circumstance, technique, or event and the estimated increased or decreased cost related thereto
and, if Consultant is providing design services, the estimated increased or decreased cost
estimate for the project being designed.
7.3 Ownership of Documents. All drawings, specifications, reports, records,
documents, memoranda, correspondence, computations, and other materials prepared by
Consultant, its employees, subcontractors, and agents in the performance of this Agreement shall
be Qme property of Agency and shall be promptly delivered to Agency upon request of the
Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim
for further employment or additional compensation as a result of the exercise by Agency of its
full rights of ownership of the documents and materials hereunder. Amy use of such completed
5147611 12 15
Revised: 3123/07
documents for other projects and/or use of incomplete documents without specific written
authorization by the Consultant will be at the Agency's sole risk and without liability to
Consultant, and the Agency shall indemnify the Consultant for all damages resulting therefrom.
Consultant may retain copies of such documents for its own use. Consultant shall have an
unrestricted right to use the concepts embodied therein. Consultant shall ensure that all its
subcontractors shall provide for assignment to Agency of any documents or materials prepared
by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify
Agency for all damages resulting therefrom.
7.4 Release of Documents. All drawings, specifications, reports, records,
documents, and other materials prepared by Consultant in the performance of services under this
Agreement shall not be released publicly without the prior written approval of the Contract
Officer. All information gained by Consultant in the performance of this Agreement shall be
considered confidential and shall not be released by Consultant without Agency's prior written
authorization.
7.5 Audit and Inspection of Records. After receipt of reasonable notice and during
the regular business hours of Agency, Consultant shall provide Agency, or other agents of
Agency, such access to Consultant's books, records, payroll documents, and facilities as Agency
deems necessary to examine, copy, audit, and inspect all accounting books, records, work data,
documents, and activities directly related to Consultant's performance under this Agreement.
Consultant shall maintain such books, records, data, and documents in accordance with generally
accepted accounting principles and shall clearly identify and make such items readily accessible
to such parties during the term of this Agreement and for a period of three (3) years txom the date
of final payment by Agency hereunder.
8. ENFORCEMENT OF AGREEMENT
8.1 California Law and Venue. This Agreement shall be construed and interpreted
both as to validity and as to performance of the Parties in accordance with the laws of the State
of California. legal actions concerning any dispute, claim, or matter arising out of or in relation
to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of
California, or any other appropriate court in such County, and Consultant covenants and agrees
to submit to the personal jurisdiction of such court in the event of such action.
8.2 Interpretation. This Agreement shall be construed as a whole according to its
fair language and common meaning to achieve the objectives and purposes of the Parties. The
terms of this Agreement are contractual and the result of negotiation between the Parties.
Accordingly, any rule of construction of contracts (including, without limitation, California Civil
Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be
employed in the interpretation of this Agreement. The caption headings of the various sections
and paragraphs of this Agreement are for convenience and identification purposes only and shall
not be deemed to limit, expand, or define the contents of the respective sections or paragraphs.
8.3 Termination. Agency may terminate this Agreement for its convenience at any
time, without cause, in whole or in part, upon giving Consultant thirty (30) days written notice.
524762 1 13 11' s
Revised: 3123/07
Upon such notice, Agency shall pay Consultant for Services performed through the date of
termination. Upon receipt of such notice, Consultant shall immediately cease all work under this
Agreement, unless the notice provides otherwise. Thereafter, Consultant shall have no further
claims against the Agency under this Agreement. Upon termination of the Agreement pursuant
to this section, Consultant shall submit to the Agency an invoice for work and services
performed prior to the date of termination. In addition, the Consultant reserves the right to
terminate this Agreement at any time, with or without cause, upon sixty (60) days written notice
to the Agency, except that where termination is due to material default by the Agency, the period
of notice may be such shorter time as the Consultant may determine.
8.4 Default of Consultant.
A. Consultant's failure to comply with any provision of this Agreement shall
constitute a default.
B. If the Executive Director, or his designee, determines that Consultant is in
default in the performance of any of the terms or conditions of this Agreement, he/she shall
notify Consultant in writing of such default. Consultant shall have ten (10) days, or such longer
period as Agency may designate, to cure the default by rendering satisfactory performance. In
the event Consultant fails to cure its default within such period of time, Agency shall have the
right, notwithstanding any other provision of this Agreement, to terminate this Agreement
without further notice and without prejudice of any remedy to which Agency may be entitled at
law, in equity, or under this Agreement. Consultant shall be liable for any and all reasonable
costs incurred by Agency as a result of such default. Compliance with the provisions of this
section shall not constitute a waiver of any Agency right to take legal action in the event that the
dispute is not cured, provided that nothing herein shall limit Agency's right to terminate this
Agreement without cause pursuant to Section 8.3,
C. If termination is due to the failure of the Consultant to fulfill its
obligations under this Agreement, Agency may, after compliance with the provisions of Section
8.4.B,take over the work and prosecute the same to completion by contract or otherwise, and the
Consultant shall be liable to the extent that the total cost for completion of the Services required
hereunder exceeds the Maximum Contract Amount (provided that the Agency shall use
reasonable efforts to mitigate such damages), and Agency may withhold any payments to the
Consultant for the purpose of set-off or partial payment of the amounts owed the Agency as
previously stated. The withholding or failure to withhold payments to Consultant shall not limit
Consultant's liability for completion of the Services as provided herein.
8.5 Waiver. No waiver of any provision of this Agreement shall be effective unless
in writing and signed by a duly authorized representative of the Party against whom enforcement
of a waiver is sought. Any waiver by the Parties of any default or breach of any covenant,
condition, or tern contained in this Agreement, shall not be construed to be a waiver of any
subsequent or other default or breach, nor shall failure by the Parties to require exact, full, and
complete compliance with any of the covenants, conditions, or terms contained in this
Agreement be construed as changing the terms of this Agreement in any manner or preventing
the Parties from enforcing the full provisions hereof.
5147621 14 17
Revised: 3/23/07
8.6 Rights and Remedies 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.
8.7 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.
8.8 Attorney Fees. In the event any dispute between the Parties with respect to this
Agreement results in litigation or any non judicial proceeding, the prevailing Party shall be
entitled, in addition to such other relief as may be granted, to recover from the non-prevailing
Party all reasonable costs and expenses, including but not limited to reasonable attorney fees,
expert consultant fees, court costs and all fees, costs, and expenses incurred in any appeal or in
collection of any judgment entered in such proceeding. To the extent authorized by law, in the
event of a dismissal by the plaintiff or petitioner of the litigation or non judicial proceeding
within thirty (30) days of the date set for trial or hearing, the other Party shall be deemed to be
the prevailing Party in such litigation or proceeding-
9. AGENCY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
9.1 Non-liability of Agency Officers and Employees. No officer or employee of the
Agency shall be personally liable to the Consultant, or any successor-in-interest, in the event of
any default or breach by the Agency or for any amount which may become due to the Consultant
or to its successor, or for breach of any obligation of the terms of this Agreement.
9.2 Conflict of Interest. No officer or employee of the Agency 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/she is, directly or
indirectly, interested in violation of any state statute or regulation. Consultant warrants that is
has not paid or given and will not pay or give any third party any money or other consideration
in exchange for obtaining this Agreement.
9.3 Covenant Against Discrimination. In connection with its performance under
this Agreement, Consultant shall not discriminate against any employee or applicant for
employment because of race, religion, color, sex, age, marital status, ancestry, or national origin.
Consultant shall ensure that applicants are employed, and that employees are treated during their
employment, without regard to their race, religion, color, sex, age, marital status, ancestry, or
national origin. Such actions shall include, but not be limited to, the following: employment,
upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination;
rates of pay or other forms of compensation; and selection for training, including apprenticeship.
a
5147e1.i 15
Revised: 3123/07
10. MISCELLANEOUS PROVISIONS
10.1 Patent and Copyright Infringement.
A. To the fullest extent permissible under law, and in lieu of any other
warranty by Agency or Consultant against patent or copyright infringement, statutory or
otherwise, it is agreed that Consultant shall defend at its expense any claim or suit against
Agency on accoimt of any allegation that any item furnished under this Agreement, or the normal
use or sale thereof arising out of the performance of this Agreement, infringes upon any
presently existing U.S. letters patent or copyright and Consultant shall pay all costs and damages
finally awarded in any such suit or claim, provided that Consultant is promptly notified in
writing of the suit or claim and given authority, information and assistance at Consultant's
expense for the defense of same, and provided such suit or claim arises out of, pertains to, or is
related to the negligence, recklessness or willful misconduct of Consultant. However,
Consultant will not indemnify Agency if the suit or claim results from: (1) Agency's alteration of
a deliverable, such that Agency's alteration of such deliverable created the infringement upon
any presently existing U.S. letters patent or copyright; or (2) the use of a deliverable in
combination with other material not provided by Consultant when it is such use in combination
which infringes upon an existing U.S. letters patent or copyright.
B. Consultant shall have sole control of the defense of any such claim or suit
and all negotiations for settlement thereof, Consultant shall not be obligated to indemnify
Agency under any settlement made without Consultant's consent or in the event Agency fails to
cooperate in the defense of any suit or claim, provided, however, that such defense shall be at
Consultant's expense. If the use or sale of such item is enjoined as a result of the suit or claim,
Consultant, at no expense to Agency, shall obtain for Agency the right to use and sell the item, or
shall substitute an equivalent item acceptable to Agency and extend this patent and copyright
indemnity thereto.
10.2 Notices. All notices or other communications required or permitted hereunder
shall be in writing, and shall be personally delivered, sent by pre-paid First Class U.S. Mail,
registered or certified mail, postage prepaid, return receipt requested, or delivered or sent by
facsimile with attached evidence of completed transmission, and shall be deemed received upon
the earlier of (i) the date of delivery to the address of the person to receive such notice if
delivered personally or by messenger or overnight courier; (ii) five (5) business days after the
date of posting by the United States Post Office if by mail; or (iii) when sent if given by
facsimile. Any notice, request, demand, direction, or other communication sent by facsimile
must be confirmed within forty-eight (48) hours by letter mailed or delivered. Other forms of
electronic transmission such as e-mails, text messages, instant messages are not acceptable
manners of notice required hereunder. Notices or other communications shall be addressed as
follows:
To Agency: City of Palm Springs Community Redevelopment Agency
Attention: Executive birecot& City Clerk
3200 E. Tahquitz Canyon Way
Palm springs, California 92262
524762.1 16
Revised: 3/23/07
Telephone: (760) 323-8204
Facsimile: (760) 323-8332
To Consultant: Design Workshop. Inc.
P.O. Box 5666
Stateline, Nevada 89449
Attention: Steve Noll
Telephone: 775-588-5929
Email: snoll[ designworksliop.com
10.3 Entire Agreement. This Agreement constitutes the entire agreement between the
Parties and supersedes all prior negotiations, arrangements, agreements, representations, and
understandings, if any, made by or among the Parties with respect to the subject matter hereof.
No amendments or other modifications of this Agreement shall be binding unless executed in
writing by both Parties hereto, of their respective successors, assigns, or grantees.
10.4 Severability. Whenever possible, each provision of this Agreement shall be
interpreted in such a manner as to be effective and valid under applicable law, but if any
provision of this Agreement shall be determined to be invalid by a final judgment or decree of a
court of competent jurisdiction, such provision shall be ineffective only to the extent of such
prohibition or invalidity, without invalidating the reminder of that provision, or the remaining
provisions of this Agreement 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.
10.5 Successors in Interest. This Agreement shall be binding upon and inure to the
benefit of the Parties' successors and assignees.
10.6 Third Party Beneficiary. Except as may be expressly provided for herein,
nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed
as conferring, any rights, including, without limitation, any rights as a third-party beneficiary or
otherwise, upon any entity or person not a party hereto.
10.7 recitals. The above-referenced Recitals are hereby incorporated into the
Agreement as though fully set forth herein and each Party acknowledges and agrees that such
Party is bound, for purposes of this Agreement, by the same.
10.8. Corporate Authority. Each of the undersigned represents and warrants that (i)
the Party for which he or she is executing this Agreement is duly authorized and existing, (ii) he
or she is duly authorized to execute and deliver this Agreement on behalf of the Party for which
he or she is signing, (iii) by so executing this Agreement, the Party for which he or she is signing
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 the Party for which he or she is
signing is bound.
524762 1 17
Revised: 3/23107
IN WITNESS WHEREOF, the Agency and the Consultant have caused this Agreement to
be executed the day and year first above written.
ATTEST:
Community Redevelopment Agency CONTENTS APPROVED:
Of the CITY OF PALM SPRINGS, a
California Charter City.
By By
City Clerk Executive Director
Date: Date:
APPROVED AS TO FORM: Approved:
By Date: Agreement No.
City Attorney
Date:
Corporations require two notarized signatures. One signature must be from Chairman of Board, President, or any Vice
President. The second signature must be from the Secretary, Assistant secretary, Treasurer, Assistant Treasurer, or
Chief Financial Officer.
CONTRACTOR NAME:
Check one_Individual_Partnership_Corporation
Address
By By
Signature(Notarized) Signature (Notarized)
,I
514762 i 18 �
Revised: 3/23/07
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
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State of Calrfornia
County of _____
On before me, ,
oa•o -`hre Lmtn HxINIe xra urn o.nn.aprer
personally appeared _,•_,_,_-_
w:Rohl�r sn��•h
who proved tc me on the basis of sat ufactory evidence to
be the person(s) whose names) is/are subscribed to the
within instrument and acknowledged to me that
hz./sheifhcy executed the same in hislhoritheir authorized
capaoity(ies), and that by hislherAheir signatures) on the
instrument the person(s). or the entity upon behalf of
which the persor(s) anted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws
of the State of Calrfornia that the foregoing paragraph is
,rue and correct.
WITNESS my hand anc olfiolal seal.
Signature_.
?Wup Ao:a•y Seal Fba.a ::ytixwm cl alo.rvyP b:c
OPTIONAL
Though the informa[+cn bnoa rs not vgv"oo[6y i!I it mayr P��vo ra porearls rely,na on the ooa'meat
and X&d prev9rf U2udulzot remC'/al And'YAn6CNTPn'veilns form ru nnvlhr+r7vnnmRnf
Description at Attached Document
Tide or Type of DoeurnenL-
Dccumentdate; __- Number of Pages,
Sigrier(s)other TI pan Namad Above:
Capecity(iss) Claimed by Signer(s)
Signer's Name: _. . ...— Signers Name.
❑ Individual IIndi0cual
❑ Corporate Ofllcer—Tiile(s): El Corporate Officer—Tille(s):•,
❑ Partner—L Limited ❑General _ _ ❑par timer—J Limited p General _
0 Attorney in Fact ❑Attorney in Fact -
LI Trustee 7,.�':h, 2ele ❑Trwao C Top cl laiv:�narc,
❑ Guardian or Conservator ❑Guardian or Conselvatcr
❑ Other,_•.,,•_,,,,_ 1Other;
Signer Is P,epreserltfltg: Signer Is Representing.
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$24762 1 19 _ 2 2
Revised: 3123107
EXHIBIT "A"
SCOPE OF SERVICES
The current contract is for the work outlined in Tasks One th u Five as outlined below. Task Six
thru Nine may be undertaken in the future, with pricing negotiated with between Agency and
Consultant at that time based upon final project approval.
The Project is the planning, landscape architectural and civil engineering design for the Jackie
Lee Houston Plaza at the Palm Springs Convention Center Triangle Parcel more specifically
shown on Exhibit F_ Specific work items that are to be included in the Project are 1) New
parking lot access for the Condo project from Andreas including security
gates/lighting/landscape/signage; 2) Development of a valet traffic area as a part of Calle
Alvarado; 3) Development of temporary street closure systems for Calle Alvardo; 4)
Landscaping of the parcel taking into account the fixture location of a rnasterplanned single story
office building, future small concession, the desire for a drought tolerant plant material
demonstration garden and the desire to develop a walking path with seating areas for
conventioneers who may wish to "get away" for a few moments; 5) Incorporation of four (4)
large exsiting boulders into the overall plan; 6) Development of way finding/ monument sign for
the convention center; 7) Develop locations for public art in the overall plan (actual art pieces
will be developed thru the Palm Springs Arts Commission); 8) Develop a prominant recognition
element in the plan as the Jackie Lee Houston Plaza; 9) Develop lighting and utility systems that
are flexible with the possible variety of uses that could occur in this new plaza area; 10) Property
line fence between the Condos and the subject parcel (need not be masonry).
The above defined Scope of Work shall be carried out via the following Tasks:
Task One. Project Initiation
The objective of this phase is to organize the desigg process, schedule, communications and to
conduct a strategic kick-off meeting. Specific sub-tasks are as follows:
1. Prepare a detailed project schedule and finalized work program.
2. Prepare Document Request List of previous work, studies and documents that may have
influence on the design.
3. Facilitate a strategic project kick-off meeting with Agency project committee to
review/develop project goals, critical success factors and design principles; confirm the
roles and responsibility of the Agency, project committee, and Consultant team_
Deliverables for this task shall be as follows:
l_ Final Work Plan, schedule.
2. Meeting minutes including project goals, critical success factors and design principles,
and roles andresponsibilites.
3. One (1) meeting budgeted in this task.
5247621 9
Revised: 3/23107
Task Two. Site Reconnaissance and Research
The objective of this task is to develop a thorough understanding of any work that has been
completed to date, become faimiliar with the site and develop a good understanding of the
project program. Introductory meetings with the Agency project committee and other
stakeholders will occur. Specific sub-tasks area as follows:
1. Review pertinent codes, current entitlements, and conditions of approval, and previous
documents provided by Agency which might influence the site development.
2. Survey the adjacent areas to the project site for use when preparing prelimnary and final
design for the driveway relocation as well as the segregation of a portion of the current
Condo parking lot for Convention Center use. Coordinate this survey work with the
existing survey information provided by the Agency.
3. Prepare site base maps using new survey information provided by Consultant and
existing survey information provided by Agency, to delineate property boundaries,
easements and right-of—ways, and existing utility information.
4. 'Visit the site to become familiar with existing conditions including access circulation,
views to and from the site, and the relationship to the convention center, adjacent
neighbors and connectivity to the greater Pahn Springs community. Field verify existing
survey information.
5. Meet with Agency project team to dicuss issues, processes for obtaining approvals, a
project overview, and schedule.
6. One on one interviews with donor and stakeholders to gain insight on their toughts and
expectations.
7. Introductory meeting with the Condo HOA to walk the property, discuss ideas and issues
related to their entrance and the easterly parking lot.
Deliverables for this task shall be as follows:
1. Meeting minutes from all meetings held.
2. Two (2) meetings budgeted in this activity.
Task Three. Preliminary Design Concepts
The objective for this phase of work is to develop and test program goals with site conditions,
and to explore design ideas. These ideas will be presented and discussed with the Agency
project team and other groups as required by the Agency seeking the selection of a preferred
alternative. Specific sub-tasks are as follows:
I. Attend and facilitate one half day design session with the Agency project team to explore
ideas and program needs to accommodated in all design alternatives. These goals will
synthesized into an integrated approach to design, art placement and overall plaza
character, including appropriate recognition of Jackie Lee Houston, to maximize
connections between the site, the convention center, amenities, landscape design and the
unique Palm Springs aesthetic.
2. Prepare preliminary design concepts for the plaza site including Calle Alvarado,
524762 I
Revised: 3/23107
transition to the existing convention center, connections to surrounding uses and
residential neighbors_ This will include the following design efforts and illustrations:
• Develop three conceptual design levelsite plan alternatives with distinct different
design solutions. Each concept will clearly illustrate the site development
program., key elements and use relationships, and the locationof site furnishings,
haidscape and softscape areas and locations for future art pieces, as well as
monument signage.
• Provide photos and cut sheet information on three alternative fencing approaches
for the property line fenced between the Condos and the site (Note: looking for a
lower cost alternative to keep people out of the condo project.).
3. Prepare prelimnary cost estimate for each alternative.
4. Prepare for and present preliminary design concepts to the Agency project team.
Comments will be noted and discussion about materials, format and agenda for meeting
with the HOA will be discussed.
5. Facilitate a meeting with the HOA to review the specifics of the driveway relocation and
parking lot division.
6. Revise the alternatives based on input received and prepare for and present the revised
alternatives to the Agency project Learn.
7. Following a period of time for interval Agency review processes the Conultant will be
advised of the preferred alternative and any final suggested adjustments. Consultant will
make one last set of adjustments to the preferred alternative and rake a final presentation
to the Agency project team for acceptance. Consultant will also be required to present the
preferred alternative to the Agency in study session format. The preferred alternative will
be prepared as follows:
• Develop preferred conceptual design alternative.
• Refine the cost estimate to reflect final changes to the design.
S. Prepare a summary booklet of alteratives and the preferred solution as a way of
documenting the design process.
Deliverables for this task shall be as follows:
1. Three colored conceptual plans at 1"=20%
2. Preliminary cost estimate for each alternative.
3. Revised design concepts based on comments received at meetings_
4. One preferred design alternative and support graphics as described under Task Pour Item
7.
5. Minutes for all Project team and public meetings
6. Sununary booklet of alternatives and the preferred solution, colored in 11 x 17 format.
7. Two (2) meetings budgeted for this task.
Task Four --Design Development/Planning Department Submittal
The objective for this phase is to take the preferred alternative and develop the designto the point
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that the project can be submitted to the City Planning Department,under a Major Architectural
Approval Application for public review and approval. Specific sub-tasks are defined as follows:
1. Consultant to further define the preferred alternative to the point that the required
submittal documents for the Planning Commission review process may be prepared_
2. Prepare for and submit the refined desing to the Agency project team for freview and
comment,
3. Revise the drawings to reflect the Agency project team comments_
4. Prepare all required documents and submit a Major Project Architectural Approval
application to the Palm Springs Planning Department for public review by the
Architectural Review Board and the planning Comission.
5. Make any suggested modifications to the drawings until such time that the project
receives approval for the reviewing bodies. Attend meetings of the reviewing bodies as
required to obtain approval.
Deliverables for this task shall be as follows:
1. Two copies of the refined design documents of the preferred alternative.
2. Completed and fully compiled list of document attaclnnents, Major Architectural
Approval Application, including but not limited to detailed site plan (colored), site cross
section, color and materials exhibit,preliminary and final landscape plan, landscape
maintenance program, drainage map, topographic map, sign program, exterior lighting
plan, grading plan and existing site photos. Submit said completed application to
Planning Department.
Task Five. Final Design
The objective for this phase of the work is to prepare final docmnentation drawings that
incorporate the most current information regarding construction practices. Based on approval of
the Further Refined preferred alternative, Consultant shall prepare construction documents. The
specific sub-tasks to be completed areas follows:
1. Prepare working drawings and specifications top conform to applicable codes and
regulations of governmental bodies having jurisdiction over the work. The
specifications/bid doccuments shall be in the City standard format.
2. Conduct technical work sessions with Agency Staff.
3_ Review materials and technical systems with Agency Staff.
4_ Conduct internal Construction Document Quality Control Revies for aesthetic and
technical content, revise plans per reviews.
5. Submit progress construction documents along with updated cost estimates and attend
meetings with City at 60%, 90% and 100% completion.
6. Participate in value engineering sessions and modify design at each of the % steps
outlined in#5 above (if necessary to stay within the budget).
Deliverables for this task shall be as follows:
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1. Construction drawings as required so that the final designed project can be constructed.
2. Cost estimate.
3. Technical Specifications in standard CSI format. General conditions, Special
Requirements and Bidding Documents provided by the Agency will be included in the
specification document.
4. Two (2)meetings budget for this task.
Task Six. Plan Check Phase:
The objective for this phase of the work is to provide the documentation necessary for the
project to be plan checked by City Agencies_ The specific sub-tasks to be completed are as
follows:
1. Provide and submit sufficient set of construction documents to the various City agencies
for plan check.
2. Make revisions to construction documents to coorect any plan check deficiencies found
by the plan check agencies.
3. Re-submit plans for final approval to Plan Check agencies.
Deliverables for this task shall be as follows:
1. Sets of construction documents and a necessary calculations for plan check.
Task Seven: Bidding Phase
The objective for this phase of the work will be to assist the Agency in publicly bidding the final
approved project_ The specific sub-tasks to be completed are as follows:
I. Issue a complete set of approved Bid Documents for the project. Provide originals and/or
electronic formatted bid documents to the bl;ueprinting agency chosen by the Agency to
provide bid sets.
2. Participate in one Pre-Bid conference with the Agency and potential bidders.
3. Answer Request For Information questions and prepare addenda to the bid documents.
4. Review substitutions and alternatives submitted by bidders and make recommendations
to the Agency.
S. Assist Agency with the evaluation of the bids received.
6. Participate in value engineering sessions with the low bidder to identify ways to construct
the project more efficiently at the discretion of the Agency.
Task Eight: Construction Phase/ Contract Administration Phase
The objective of this phase of the work is to provide construction period/contract administration
services to the Agency working in close coordination with the Owner's Representative on this
project. It should be noted that the Owner's Representative will provide a daily on-site presence
to track progress of the contractor and to coordinate with the Consultant. Specific sub-tasks for
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this phase of the work is as follows:
1. Visit the site at intervals appropriate to the stage of construction to determine if the work
being performed is in general confornxance with the construction documents.
2. The Consultant shall review and respond to properly prepared and submitted requests of
the contractor.
3. Prepare supplemental drawings as necessary to provide answers and direction to the
contractor.
4. The Consultant shall recommend to the Agenyc rejectionof work that is substandard or
not in compliance with the construction documents.
5. The Consultant shall review and approve or take other appropriate actions concerning
submittals of the contractor.
6. The Consultant shall prepare supplemental drawings for the use of the Owner's
Representative in issueing Change Orders or Work Directives.
7. The Consultant shall conduct a final inspection of the work with the Owner's
Representative and develop a punch list for the contractor to provide corrective work.
Deliverables under this phase of the work are as follows:
1. Supplimental drawings for use by the owner's Representative for issuance of Change
Orders and Work Directives.
2. Field reports documenting finding of the Consultant during visits to the project.
3. Puch list at the end of the project.
4. Three (3) site visits budgeted this task.
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EXHIBIT "B"
CIT'Y'S REQUEST FOR PROPOSALS
Document Attached.
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EXHIBIT "C"
CONSULTANT'S PROPOSAL
Document Attached.
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EXHIBIT "D"
SCHEDULE OF COMPENSATION
Consultant shall be compensated on a monthly basis based upon the percentage of work
completed in each of the Tasks of design described in Exhibit A. Lump smn costs for Tasks One
thru Eight are as follows:
Task One: Project Initiation $ 3,225.00
Design Workshop $ 2,640.00
Nolte Engineering $ 585.00
Reimbursable Expenses* $ 350.00
Task Two: Site Reconnaissance and Research $ 9,680.00
Design Workshop $ 4,880.00
Nolte Engineering $ 1,950.00
Nolte Surveying** S 2,350.00
G4Green Lighting S 500.00
Reimbursable Expenses* $ 950.00
Task Three: Preliminary Design Concepts $ 16,200.00
Design Workshop $ 11,750,00
Nolte Engineering $ 2,790.00
G4Green Lighting $ 1,660.00
Reimbursable Expenses* $ 1,600,00
Task Four: Design Development/Planning Department Submittal $ 24,280.00
Design Workshop $ 12,310.00
Nolte Engineering $ 10,310.00
G4Green Lighting S 1,660.00
Reimbursable Expenses* $ Z500.00
Task Five: Final Design $ 34,370.00
Design Workshop $ 13,890.00
Nolte Engineering $ 15,780.00
G4Green Lighting $ 4,700.00
Reimbursable Expenses* $ 2,200.60
Task Six: Plan Check Phase $ 6,510.00
Design Workshop $ 2,800.00
Nolte Engineering $ 3,350.00
G4Green Lighting S 360.00
Reimbursable Expenses* $ 400.00
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Task Seven: Bidding Phase $ 6,695.00
Design Workshop $ 3,840.00
Nolte Engineering $ 2,385,00
G4Green Lighting $ 470.00
Reimbursable Expenses* $ 750.00
Task Eight: Construction Phase/ Contract Administration Phase $ 13,810.00
Design Workshop $ 9,290.00
Nolte Engineering $ 0,800.00
G4Green Lighting $ 720.00
Reimbursable Expenses* $ 1,200.00
Total Design Fees $ 114,770.00
*Reimbursable Expenses (Includes Travel, Printing, Phone) $ 9,950.00
Total Compensation $ 124,720.00
* Consultant may bill reimbursable expenses at cost plus 10% not to Exceed $9,950.
** One day of design survey to supplement what will be obtained from the City.
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EXHIBIT "E"
SCHEDULE OF PERFORMANCE
Tasks One tbru Five of this contract shall be completed based upon the following time line:
Task Completion
Task One. Project Initiation Within five (5) working days of NTP*
Task Two.Site Reconnaissance Within fifteen (15) working days of NTP*
Task Three. Master Planning Within twenty five (25) working days of NTP*
Task Four. Prelimnary Concepts Within twenty (20) working days of City
acceptance of Task Three Master Plan
Task Five. Design Development/ Within fifteen(15) working days of Agency
Planning Submittal acceptance of a preferred Concept submit
Architectural Application. Resubmit any
Revisions within ten (10) working days.
*NTP shall be defined as the date of the the original Notice to Proceed.
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