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04862 - STANTEC CONSULTING (FORMERLY KEITH COMPANIES) CONVENTION CENTER EXPANSION PHASE II CP02-27
DOCUMENT TRACKING Page: 1 Report: One Document Detail April 21, 2006 Con` i lon: DGL'umcni i�umuci a4u`� Document# Description Approval Date Expiration Date Closed Date A4862 Convention Ctr Exp Phase 2 Constr Surveying&Staking 03/31/2004 10/01/2005 Company Name: Stantec Consulting (Keith Companies) Address: 19 Technology Drive, Irvine, CA 92618-2334 Group: PROCUREMENT Service: In File xRef: PROCUREMENT Ins.Status: A policy has Expired. Document Tracking Items: Due Completed Trackina Amount Amount Code Item Description Date Date Date Added Paid distr to dept 08/13/2004 distr to dept 04/30/2004 Arnend 1 to CM for signatures 08/12/2004 MO 7465 $74,570.00 not prov by dept 03/31/2004 END OF REPORT' * ' • ` " � ry �IN1 st NO Stantec Consulting Inc. 73733 Fred Waring Drive Suite 100 Palm Desert CA 92260-2590 1, Tel:(760)346-9644 Fax:(760)346-9366 si�iaoaiec.com v, ^�Vv�O�j November 1, 2005 JV City of Palm Springs 3200 Tahquitz Canyon Way Palm Springs, CA 92262 Attention: David H. Ready Reference: Contracts for Palm Springs Convention Center, P.O. No. 416653; and Shadowrock-Admin Planning & Monit. Srvcs, Case 5.0609 Please be informed that on September 15, 2005, through a series of mergers, The Keith Companies, Inc. ("Keith"), a California corporation, merged into Stantec Consulting Inc. ("Stantec"), an Arizona corporation, with the result that Keith operations will be carried on through Stantec. Stantec will maintain Keith's present office locations with no interruption in operations or client services, and all future projects and operations will be under the Stantec name. Stantec and its affiliates offer knowledge-based solutions for infrastructure and facilities projects through professional services in management, planning, design, and implementation, provided by more than 5,000 employees in over 60 locations, principally in North America. I Above all else, Stantec's primary focus is client satisfaction. Accordingly, please be assured that the continuity of your current project will be unaffected by this new arrangement. The personnel currently working on your project will not change, and except for the assignment requested herein, no other aspect will be affected. In this regard, we request your approval to assign the above-noted contract in the name of The Keith Companies, Inc. to Stantec Consulting Inc. Kindly indicate your consent to the request for assignment by returning a duplicate copy of this letter, executed on behalf of City of Palm Springs. Please be informed that we will not be sending out invoices for work completed in September and October j until the middle of November 2005. This hopefully will provide the time to transition as necessary. Enclosed is a revised W-9 form, please update your records accordingly. Sincerely, The undersigned hereby consents to the assignment of the Contract noted above to Stantec Consulting- - Inc. effective September 15, 2005. _ I City of Palm prin ATTEST: Ity Clerk RECEIVED NOV 8 - 2005 Form y�-9 Request for Taxpayer Give form to the (Rev January of tho ro Identification Number and Certification requester. Do not oe�en,narn ei ono rreaeun, send to the IRS. hLernel Revenue serve w Name(as shown on your income tax return) m Stantec Consulting, Inc. succesor in interest to The Keith Companies, Inc. m Business name,rt different from above c 0 a a ii Individual/ Exempt from backup •�� Check appropriate box ❑ Sole proprietor +y❑ Corporation ❑ Partnership ❑ Other ► .__._._._.._.. ❑ withholding 0 � Address(number,street,and apt or suite no.) Requester's name and address(optional) c i 19 Technology Drive 0 City,state,and ZIP code U " Irvine, Ca 92618 a W List account numbers)here(optional) m m Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box.The TIN provided must.match the name given on Line 'I to avoid social security number backup withholding. For individuals, this is your social security number(SSN). However for a resident alien, sole proplietor, or disregarded entity, see the Part I Instructions on page 3. For other entities, it is your employer identification number(EIN). If you do not have a number, see Homy to get a TIN on page 3. or Note.If the account is in more than one name, see the chart on page 4 for guidehnes on whose number r identification number to enter. 871 0I 6 18I 0I0 I 7 OTER —Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be issued to me), and 2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or(b) I have not been notified by the Internal Revenue Service (IRS)that I am subject to backup withholding as a result of a failure to report all Interest or dividends, or(c)the IRS has notified me that I am no longer subject to backup withholding, and 3 1 am a U S person(Including a U S. resident alien) Certification instructions.You must cross out Item 2 above If you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage Interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an Individual retirement arrangement(IRA), and generally, payments other than Interest and dividends,you are not required to sign the Certification, but you must provide your correct TIN. (See the Instructions on page 4) Si n Si p g Signature of Here U.S.person ► ll Date ► v 1 Q J Purpose of Form A person who Is required to file an information return with the • Any estate (other than a foreign estate) or trust. See IRS, must obtain your correct taxpayer identification number Regulations sections 301.7701-6(a) and 7(a) for additional (TIN) to report, for example, income paid to you, real estate information. transactions, mortgage interest you paid, acquisition or Foreign person. If you are a foreign person, do not use abandonment of secured property, cancellation of debt, or Form W-9. Instead, use the appropriate Form W-8 (see contributions you made to an IRA. Publication 515, Withholding of Tax on Nonresident Aliens U.S. person.Use Form W-9 only If you are a U.S. person and Foreign Entities). (including a resident alien), to provide your correct TIN to the Nonresident alien who becomes a resident alien. person requesting it(the requester) and, when applicable, to: Generally, only a nonresident alien individual may use the 1. Certify that the TIN you are giving Is correct (or you are terms of a tax treaty to reduce or eliminate U.S. tax on waiting for a number to be Issued), certain types of income. However, most tax treaties contain a 2. Certify that you are not subject to backup withholding, provision known as a "saving clause." Exceptions specified in the saving clause may perrin t an exemption from tax to or continue for certain types of income even after the recipient 3 Claim exemption from backup withholding If you are a has otherwise become a U.S. resident alien for tax purposes. U.S. exempt payee. Note.If a requester,gives you a form other than Form W-9 to If you are a U.S. resident alien who is relying on an request your TIN, you must use the requester's form if it is exception contained in the saving clause of a tax treaty to substantially similar to this Form W-9. claim an exemption from U.S. tax on certain types of income, For federal tax purposes you are considered a person if you you must attach a statement to Form W-9 that specifies thefollowing five Items: are: 1. The treaty country. Generally, this must be the same • An Individual who Is a citizen or resident of the United treaty under which you claimed exemption from tax as a States. nonresident allele. • A partnership, corporation, company, or association 2 The treaty article addressing the income. created or organized in the United States or under the laws 3. The article number (or location) in the tax treaty that of the United States, or contains the saving clause and its exceptions. Cat Na 10231x Form W-9 (Rev 1-2005) The Keith Companies, Inc. First Amendment Convention Center Survey AGREEMENT#4862 AMENDMENT NO. 1 MO7523, 7-21-04 TO CONTRACT SERVICES AGREEMENT NO. A4862 - --- - THIS FIRST AMENDMENT to Agreement No. A4862 for contract services, (herein "Agreement") made and entered into on the 19�day of �L�i� -t`�.1 2004, by and between the CITY OF PALM SPRINGS (herein "City") and THE kEITH COMPANIES, INC. (herein "Contractor") is hereby amended effective July 21, 2004, as follows: Section 1. Section 2.1 Contract Sum is hereby amended by increasing the contract maximum amount to one hundred ten thousand Dollars, ($110,000). Section 2. Exhibit"C"Schedule of Compensation is hereby amended by changing the dollar maximum in the first sentence to$110,000 and by deleting the last sentence on extra work and replacing it with the following: "Should additional work be required, after receiving approvals for the extra work from the Contract Admi„istratcr or his author iZed representative for said extra work, compensation shall be on a time and materials basis utilizing the attached The Keith Companies Fee Schedule up to a maximum extra work amount of$35,430. Said $35,430 is included within the Contract Maximum Amount listed in Section 2.1 of this Agreement." Section 3. Due Execution. The person(s)executing this Amendment 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 Amendment on behalf of said party, (iii) by so executing this Amendment, such party is formally bound top the provisions of the Amendment, and (iv)the entering into this Amendment does not violate any other provision of any other agreement to which said party is bound. Section 4. Full Force and Effect. The parties further agree that , except as specifically provided in this Amendment, the terms of the Agreement shall remain unchanged and in full force and effect. IN WITNESS WHEREOF,the parties hereto have caused these presents to be executed on the 4a nday of 2004. y CITY OF PALM SPRINGS, CALIFORNIA RAT-TEST: BY_ r �� City Clerk City Manager' REVIEWED AND APPROVED Cit7,9ttorney F� "Consultant" THE KEIT�MPANIES,IN� es/ f . Nam eat` Title: Pfe°'s,'Jeo•�//�� °ieioV��,.Q Name: D«e,, Title: \�P F-d\)6 d A, c State of California ss Qi County of 21\/e,,fS t Jv On �1',?)dQ4 before me, LPlG �')d II�DTGtI�J 1����lG �� o [� Dale -;� U' Name and Title of Officer(a 9 "Jena Doe,Nole}y Pubhc") personally appeared Deau1 OLD /I-IL 1,h ) i LLZ� Name(d)of Slgner(a) F21.personally known to me of ❑ proved to me on the basis of satisfactory evidence �; 11 ;( to be the person(s) whose name(s) is/are subscribed to the within instrument and APIGEL.A L, DOrf(1 acknowledged to me that he/she/the executed `UO�l U Commission :t 3`ILhT`d Lt g y z the same in hisFhei/their authorized � ' FtciG�gg PuElic-CaliFo rrle�r�)., Couibf capacity(ies), and that by h /he /their H-'vCZMD F2nn > :nG:,z ��,+') signature(s) on the instrument the person(s), or rl the entity upon behalf of which the person(s) ,I acted, executed the instrument. fi WITNESS my hand and official seal. f✓ C to o,�:�� �� Place Notary Seal Above Signature of Notary P(Ibllc .� i l �p p Y l[ OY�p`70MAL� h, Though the information below 1s not requu ed by law, 1t may prove valuable to persons relying on the document 7, �. and could prevent fraudulent removal and reattachment of this form to another document. f Description of Attached Document i Title or Type of Document: Irjl I� Document Date: Number of Pages Signer(s) Other Than Named Above: Capaco4y(ies) Claimed by Signer (( Signer's Name: - • �y ,•• 'I f ❑ Individual �I ,(I Top of thumb here ❑ Corporate Officer—Title(s): I� ❑ Partner—❑ Limited ❑ General ;f l" ❑ Attorney in Fact j ❑ Trustee :1 ❑ Guardian or Conservator ' � ❑ Other: (" 11 j 4 it Signer Is Representing: C 01999 National Nolar,Assoamallnn•9350 De Solo Ave,PO Rox2402•Chatsworlh,CA91313 24 0 2•wwwnalionalnolaryor0 Prod No 5907 Rearder Call Toll-Free 1090 6766627 The Keith Companies, Inc. Palm Desert, California Division FEE SCHEDULE—April 1, 2004 through March 31, 2005 Compensation for work performed on a time and materials basis will be computed as follows: MANAGEMENT Hourly Rate President..............................................................................................................................................$155.00 VicePresident 11.....................................................................................................................................150.00 VicePresident I......................................................................................................................................148.00 DirectorIII ........................................................................................................................................p....146.00 Director 11, Sr. Project Manager.............................................................................................................138.00 Director I............................ ...130.00 ................................................................................................................. ProjectManager....................................................................................................................................125.00 Assistant Project Manager, Supervisor 11...............................................................................................120.00 SupervisorI..................................................................... ....................................................................110.00 CIVIL ENGINEERING AND MAPPING SERVICES Sr. Project Engineer..............................................................................................................................120.00 Sr. Project Surveyor, Sr. Project Designer............................................................................................115.00 Project Engineer, Project Surveyor........................................................................................................110.00 Project Designer, Sr. Survey Analyst.....................................................................................................105.00 Sr. Designer, Sr. Design Engineer.................................. .......................................... .......... ................102.00 Design Engineer, Designer, Survey Analyst, Processing Manager.......................................................100.00 DesignTechnician..........-................... .............................................. ....................................................90.00 Assistant Engineer, Sr.Technician..........................................................................................................88.00 Technician...............................................................................................................................................82.00 Jr. Survey Analyst....................................................................................................................................80.00 Jr. Engineer.............................................................................................................................................78.00 Jr. Technician, Research/Processing Coordinator................. ....... ........................................................75.00 Engineering/Survey Aide.........................................................................................................................55.00 ProjectCoordinator..................................................................................................................................50.00 OfficeWork........................................................................ ............................................................ ........45.00 CULTURAL RESOURCES PLANNING SERVICES Project Manager/Archaeo&Paleo....................120.00 Principal Planner.................................115.00 Archaeologist, Paleontologist..............................95.00 Sr. Planner.......................................... 110.00 Field/Lab Supervisor...........................................80.00 Project Planner...................................100.00 Field/Lab Technician III.......................................70.00 Planner.................................................94.00 Field/Lab Technician 11........................................65.00 Assistant Planner..................................88.00 Field/Lab Technician I.........................................55.00 Graphic Designer..................................80.00 Planning Technician.............................75.00 FIELD SURVEY CONSTRUCTION Field Coordinator..............................................100.00 Sr. Construction Mgr...........................106.00 Survey Technician ..............................................90.00 Construction Manager..........................90.00 Three Person Crew...........................................215.00 Superintendent.....................................75.00 TwoPerson Crew.............................................190.00 Laborer.................................................55.00 One Person Crew.............................................165.00 Project Coordinator...............................50.00 Office Work.,.........................................45.00 SPECIAL SERVICES Consultation Re: Litigation.,.................................................................................................................$375,00 MISCELLANEOUS FEES The following services are billed at our cost plus 15%: • Subcontracted services. • Map check fees or filing fees advanced by us. • Transportation, meals and lodging for overnight travel and incidental travel expenses. • Commercial delivery services, including Federal Express, Express Mail, and Messenger Services. • Excessive long distance telephone calls,telegrams, and other costs directly applicable to the project. • Plotting and blueprint services and printing. (The client is encouraged to arrange for printing, other than prints or plots on our blueprint machine and plotters, to be contracted directly with an outside blueprint company acceptable to us.) MILEAGE .......................................................................................................................................$ .375/mile NOTE:EEO obligations of Exec Order 11246 and 41 CFR Parts 60-1.4,60-250.5 and 60-741.5 are incorporated in non-exempt US Government contracts/subcontracts. � ,� iICC Corporate �/ Division President !J O.l'1I11U504nancrNoc4�E SCHEppLSVq PaLn Oe,crt@IIIW TcmpL idol � Keith Companies Convention Center Survey AGREEMENT #4862 M07405, 3-31-04 CITY OF PALM SPRINGS CONTRACT SERVICES AGREEMENT FOR PALM SPRINGS CONVENTION CENTER EXPANSION - PHASE II CONSTRUCTION SURVEYING AND STAKING CITY PROJECT NO. 02-27 THIS CONTRACT SERVICES AGREEMENT (herein "Agreement"), is made and entered into this day of April, 2004, by and between the CITY OF PALM SPRINGS, a municipal corporation/ (herein "City") and The Keith Companies, Inc. (herein "Contractor"). (The term Contractor includes professionals performing in a consulting capacity.) The parties hereto agree as follows: 1.0 SERVICES OF CONTRACTOR 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, the Contractor shall provide those services specified in the "Scope of Services" attached hereto as Exhibit"A" and incorporated herein by this reference, which services may be referred to herein as the "services" or "work" hereunder. As a material inducement to the City entering into this Agreement, Contractor represents and warrants that Contractor is a provider of first class work and services and Contractor is experienced in performing the work and services contemplated herein and, in light of such status and experience, Contractor covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be of good quality, fit for the purpose intended. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. 1.2 Contractor's Proposal. The Scope of Service shall include the Contractor's proposal or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern. 1.3 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency having jurisdiction in effect at the time service is rendered. 1.4 Licenses,Permits,Fees and Assessments. Contractor shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Contractor's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City against any such fees,assessments,taxes penalties or interest levied,assessed or imposed against City hereunder. 1.5 Familiarity with Work. By executing this Contract, Contractor warrants that Contractor(a) has thoroughly investigated and considered the scope of services to be performed, (b) has carefully considered how the services should be performed, and (c)fully understands the facilities, difficulties and restrictions attending performance of the services 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. AE 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/orother 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 five percent (5%) of the Contract Sum or $25,000; whichever is less, or in the time to perform of up to one hundred eighty (180) days may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively must be approved by the City Council. It is expressly understood by Contractor that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services or reasonably contemplated therein. 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 and that Contractor shall not be entitled to additional compensation therefore. 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. 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 seventy four thousand five hundred seventy Dollars, ($74,570.00) (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. 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. 2 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 7.8 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"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: Russell Mullins 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. 3 4.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge,capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Contractor shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City. The City's policy is to encourage the awarding of subcontracts to persons or entities with offices located within the jurisdictional boundaries of the City of Palm Springs and, if none are available, to persons or entities with offices located in the Coachella Valley ("Local Subcontractors"). Contractor hereby agrees to use good faith efforts to award subcontracts to Local Subcontractors, if Local Subcontractors are qualified to perform the work required. In requesting for the City to consent to a subcontract with a person or entity that is not a Local Subcontractor, the Contractor shall submit evidence to the City that such good faith efforts have been made or that no Local Subcontractors are qualified to perform the work. Said good faith efforts may be evidenced by placing advertisements inviting proposals or by sending requests for proposals to selected Local Subcontractors. The City may consider Contractor's efforts in determining whether it will consent to a particular subcontractor. Contractor shall keep evidence of such good faith efforts and copies of all contracts and subcontracts hereunder for the period specified in Section 6.2. 4.4 Independent Contractor. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees, perform the services required herein,except as otherwise set forth herein. 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. 4 (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 in 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. and employees against, and will hold and save them and each of them harniless fro ii, any and all actions,suits,claims,dai nages to persons or propeity, losses,costs, penalties,obligations,errors, o ii ssions or liabilities,(herein"elainis or liabilities")that may be asserted or elainied by any pei soil, firm or entity ai ising OtIt Of 0L_il 1 COnneetion with the negligent perfoi mance of the work, operations oraris ing from tile neg!ig 0!It acts or om iss o is of 6ontractoi h ereti nd er,or arising from eontracto i's negligent performaieL of orfailtire to perform any tenn, provision, covenant or condition of this Agi eernent, whether or not there s concurrent passive or active negligence on the part of the E)ity, its officers, agents or aiiployees btit excluding such clairms or liabilities arising from the sole negligence oj wiliffil misconduct of the eity, its officers, agents or employees, who are directly- (Replaced by substitute language in Exhibit "B" Special Conditions.) (a) Contractor will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys'fees incurred in connection therewith; (b) Contractor will promptly pay anyjudgment rendered against the City, its officers,agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Contractor hereunder; and Contractor agrees to save and hold the City, its officers, agents, and employees harmless therefrom; 5 (c) In the event the City,its officers,agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. 5.3 Performance Bond. Concurrently with execution of this Agreement, Contractor shall deliver to City a performance bond in the sum of the amount of this Agreement, in the form provided by the City Clerk, which secures the faithful performance of this Agreement, unless such requirement is waived by the Contract Officer. The bond shall contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his power of attorney. The bond shall be unconditional and remain in force during the entire term of the Agreement and shall be null and void only if the Contractor promptly and faithfully performs all terms and conditions of this Agreement. 5.4 Sufficiency of Insurer or Surety. Insurance or bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated"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 Citywithin 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 forthe 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 6 completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Contractor will be at the City's sole risk and without liability to Contractor, and the City shall indemnify the Contractor for all damages resulting therefrom. Contractor may retain copies of such documents for its own use. Contractor shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom. 6.4 Release of Documents. The drawings, specifications, reports, records, documents and other materials prepared by Contractor in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 7.0 ENFORCEMENT OF AGREEMENT 7.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 7.2 Disputes. In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefor. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10)days of service of such notice and completes the cure of such default within forty-five (45)days after service of the notice, or such longer period as may be permitted by the injured party; provided that if the default is an immediate danger to the health,safety and general welfare,such immediate action may be necessary. Compliance with the provisions of this Section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City's or the Contractor's right to terminate this Agreement without cause pursuant to Section 7.8. 7.3 Retention of Funds. Contractor hereby authorizes City to deduct from any amount payable to Contractor (whether or not arising out of this Agreement) (1) 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 orfailing to perform Contractor's obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Contractor, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Contractor to insure, indemnify, and protect City as elsewhere provided herein. 7.4 Waiver. No delay or omission in the exercise of any right or remedy by a nondefaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 7.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 7.7 Liquidated Damages. Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement,the Contractor and its sureties shall be liable for and shall pay to the City the sum of _(Waived in Exhibit "B")_($_) as liquidated damages for each working day of delay in the performance of any service required hereunder, as specified in the Schedule of Performance (Exhibit "D"). 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 anyway connected with this Agreement,the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a 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 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 orthrough 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 '9A, Notice. 'Any notice, demand, request, document, consent, approval, or communication either pafty desirbs 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 Manag,r,phc;l,.,to the.attention of the Contract Officer, 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 designatedon 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 anyand 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, (Ili)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 PAGE 9 Agreement Amount Reviewed and approved by Procurement & Contracthqg Initials � Date�- IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above. CITY or PALM SPRINGS ATTEST: a municipal corporation By: By:� City Clerk City Manager APPROVED AS TO FORM: I By: City Attorney CONTRACTOR: The Keith Companies Check one:_Individual_Partnership_Corporation 73733 Fred Waring Palm Desert, CA 92200 Corporations require two notarized slgnaturas: One from each of the following: A. Chairman of Board, President, or any Vim President:ANC 6.Secretary,Assistant Secretary,Treasurer,Assistant Treasurer,or chief Financial ricer). By: By: Signature(notarized) Signature(notarized) Name: Name: Title: Title- Address: Address:_ State of i1 State of ` County of Iss County Of l6s on___beforeme, On before me, pomonally appeared poraonallyappeared personally known to ma or prove t0 me on the heals o personally known to me or prove o me an a ass o satisfactory evidence)to he the persona)whose names)is/are satisfactory evidencel to be the person(s)whose nams(s)Ware subscribed to the within instrument andd acknowledged to me subscribed to the wl hln Instrument and acknowledged tome that he/she/they oxaouted the same in his/her/their authorized that he/she/they executed the same in his/her/their authorized capacily(ies), and that by Ns/herfthefr signatures) on the capacity(ies), and that by hls/hedlheir slggnature(s) on the Instrument the poroon(s),or the entity upon behalf of whloh the Instrument tha parson(s),or the entity upon behalf of which the pereon(s)acted,executed the instrument, person(s)acted,executed the instrument. WITNESS my hand and official seal. WITNESS my hand and offlelal seal Notary Signature: Notary Signature: Notary Seal: Notary Seal: 10 IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above. CITY OF PALM SPRINGS A a municipal corporation la s � City Ilk City Manager SV APPROVED AS TO FORM: J , , 72 ey: City Attorney CONTRACTOR: The Keith Companies Check one:_Individual_Partnership_Corporation 73733 Fred Waring Palm OeSerl,CA 92260 Corpora ons req ro two notarized signatures: One from each of the following: A Chairman or Board, President, or any Vice Presid I:AND E Secretary,Assistant Secretary,Treasurer,Assistant Treasurer,or Chief Financial officer). BY: gnature notanzed) Signature(notarized Name:._ _ Nr n Name: Title: �str,�'�� ft0STr!t1(4?6$ Title: -act' G. al"'Yi pat a Address: Address: Chiet Rnan i —t State ofJX�t`I' V�IG� fl state ofll county or 00L(\4 Ise County of )�� J l7i' 'Iss 06/111,grV'before me l.a,VlC(G pi�• P�1q,0�I PS,I°�Iv�GI/)n On �� (�'T before ma'Lyt&_`' rl yy�, �gti�ILV personallyappearadevx C. %1 0C� personally appeared l'�✓AA L. (fA Y1g 1RjP M1_r0_ personally known la me (or-proved-la-me-on-f a asi -- personally known to me (or_provW-to-mc-on-the-heels-of salwYeclary eyidwce)tobelheperson(�whmename�Wafa -satk(adory-evldanoe)to be the person(Ywhose name(' Were- subscribed to the within instrument ad acknowledged io me subscribed to the within Instrument and acknowledged o me that helehWLhey executed the some In halherHheirauthodzed that he/shellhay executed the same in hisHmkheir authorized mpacry(00 and that by his/karMah-signature( an the capacity(les.}, and that by his/herliheir signature(4 on the Instrument khhe person(,or the entity upon behalf a which the InsWme 1 the pereanlrs�or the entity upon behalf of which the person(a'�acted,executed the Instrument, personf��acted,executed the Instrument. WITNESS my hand and ooR,ilciaal seta].. W17NESS my hand and �, """— �' R offiiciiall seal. y/ Notary Signature: t✓I ''�'` ° V �"� Notary Signature: U�U'of "'"'f°`) Notary Seal: Notary Seal: LINDA M.PHILLIPSCcmm l/Ng1 M.PHILLIPS 3et otairy VNI #1415657 a COmM111/11Iar1#1415657 Zlkorl�Colmry z ��.^... Nair Puble Califomla N Comm.&PkW May 7,2007- 10 ��YCaInf1, Cunt 7,2007 EXHIBIT "A" SCOPE OF SERVICES Contractor shall provide construction surveying and staking services to the City of Palm Springs for the Palm Springs Convention Center Expansion Project Phase II, City Project No. 02-27 as follows: Task 1: Demolition Limits. Mark demolition for curb cuts on site perimeter, existing parking lot and set finish floor elevations on the outside of the building perimeter. Task 2: Building Control. Establish one set of control lines for each area of new construction. Establish two (2) base lines on the interior of existing building. Task 3: Foundation. Stake foundation corners (including loading dock) and intermediate points for construction. Includes one move-in on the west side and two move-ins (each) on north and east sides. For loading dock, two move-ins, stake for excavation and forms. Task 4: Grading. Provide 3 move-ins, stake rough grade, including new building pads, parking areas, and landscape areas. Provide bluetops for pads and certification of building pad areas. Task 5: Caissons/Columns. Provide 3 move-ins, stake off sets on the baseline shown on the pylon geometry sheets, 4 points per column. One set to be used for caisson and column construction. Verify column and anchor bolt locating; one per column. Task 6: Utilities/Appurtenances. Sewer: provide 2 move-ins, stake at 25 ft. stations, including laterals to buildings, grease interceptor and lift station. Water: provide 2 move-ins, stake at 25 ft.stations, including services, hydrants and detector checks. Storm Drain: provide 3 move-ins, stake at 25 ft.stations, including all structures and area drains. Dry Utilities: provide 3 move-ins, stake trench and structures at 25 ft, stations. Task 7: On-Site Curbs, Gutters and Walls. Stake curb and gutter at 25 ft. stations including returns and radius points. Stake masonry wall at 25 ft. intervals along Avenida Caballeros (provide 2 move-ins). Task 8: Offsite Curb, Gutter and Sidewalks. Stake offsite curb at 25 ft. stations, including trench drains and narrowing of curbs at intersection. Mark offset on curb for meandering walkways (provide 2 move-ins). Task 9: Landscape Areas: Stake control points for benches and landscape limits as shown by points on plans. Provide 2 move-ins, minimum 50 foot intervals between points. Task 10: Meetings. Attend all necessary construction coordination meetings as called by Turner Construction. u EXHIBIT "B" SPECIAL REQUIREMENTS Section 4.2 The Convention Center Project Administrator is hereby designated as the Contract Officer. Section 5.1(d) The Contractor shall procure and maintain professional liability insurance in a minimum amount of $1 million in conformance with the provisions of Section 5.0 of this Agreement. Section 5.2 Delete the first paragraph of this Section and replace with the following: 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 oromissions of Contractor hereunder,orarising from Contractor's negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, whether or not there is concurrent passive or active negligence on the part of the City, its officers, agents or employees but excluding such claims or liabilities arising from the negligence or willful misconduct of the City, its officers, agents or employees, who are directly responsible to the City, and in connection therewith: Section 5.3 The requirement of Section 5.3 for a performance bond are hereby waived. Section 7.7 Liquidated Damages will not apply to this agreement. 12 EXHIBIT "C" SCHEDULE OF COMPENSATION Tasks 1 through 10 shall be compensated at a maximum total lump sum of$74,570, with each task being valued pursuant to the not-to-exceed sum as follows: Task 1 Demolition 990.00 Task 2 Building Control 8,225.00 Task 3 Foundation 12,250.00 Task 4 Grading 6,580.00 Task 5 Caissons/Columns 21,385.00 Task 6 Utilities/Appurtenances 13,100.00 Task 7 On-Site Curbs, Gutters and Walls 3,300.00 Task 8 Off-Site Curb, Gutters and Sidewalks 4,400.00 Task 9 Landscape Areas 3,300.00 Task 10 Meetings 1,040.00 Total Lump Sum $74,570.00 Progress payments shall be made monthly based upon the percentage of work completed in each of the above tasks. The above lump sum prices include all reimbursables, including travel. Should additional work be required, after receiving appropriate approvals for said extra work, compensation shall be on a time and materials basis utilizing the attached The Keith Companies Fee Schedule. 13 The Keith Companies, Inc. Palm Desert, California Division FEE SCHEDULE—April 1, 2004 through March 31, 2005 Compensation for work performed on a time and materials basis will be computed as follows: MANAGEMENT Hourly Rate President..............................................................................................................................................$155.00 VicePresident 11.....................................................................................................................................150.00 VicePresident I......................................................................................................................................148.00 DirectorIII ..............................................................................................................................................146.00 Director 11, Sr. Project Manager.............................................................................................................138.00 DirectorI............................................................................................................................:...................130.00 ProjectManager....................................................................................................................................125.00 Assistant Project Manager, Supervisor 11...............................................................................................120.00 SupervisorI............................................................................................... ............................................110.00 CIVIL ENGINEERING AND MAPPING SERVICES Sr. Project Engineer..............................................................................................................................120.00 Sr. Project Surveyor, Sr. Project Designer............................................................................................115.00 Project Engineer, Project Surveyor......... .............................................................................................110.00 Project Designer, Sr. Survey Analyst.....................................................................................................105.00 Sr. Designer, Sr. Design Engineer.........................................................................................................102.00 Design Engineer, Designer, Survey Analyst, Processing Manager.......................................................100.00 DesignTechnician...................................................................................................................................90.00 Assistant Engineer, Sr.Technician..........................................................................................................88.00 Technician...............................................................................................................................................82.00 Jr. Survey Analyst....................................................................................................................................8D.D0 Jr. Engineer.............................................................................................................................................78.00 Jr. Technician, Research/Processing Coordinator..................................................................................75.00 Engineering/Survey Aide.........................................................................................................................55.00 ProjectCoordinator..................................................................................................................................50.00 OfficeWork..............................................................................................................................................45.00 CULTURAL RESOURCES PLANNING SERVICES Project Manager/Archaeo &Pelee....................120.00 Principal Planner.................................115.00 Archaeologist, Paleontologist..............................95.00 Sr Planner..........................................110.00 Field/Lab Supervisor...........................................80.00 Project Planner............................... ...100.00 Field/Lab Technician III.......................................70.00 Planner.................................................94.00 Field/Lab Technician 11........................................65.00 Assistant Planner—...............................88.00 Field/Lab Technician I.........................................55.00 Graphic Designer............................. ....80 00 Planning Technician .............................75.00 FIELD SURVEY CONSTRUCTION Field Coordinator..............................................100.00 Sr. Construction Mgr...........................105.00 Survey Technician..............................................90.00 Construction Manager..........................90.00 Three Person Crew...........................................215.00 Superintendent.....................................75.00 Two Person Crew.............................................190.00 Laborer.................................................55.00 One Person Crew.............................................165.00 Project Coordinator...............................50.00 Office Work...........................................45.00 SPECIAL SERVICES Consultation Re: Litigation...................................................... ............................................................$375.00 MISCELLANEOUS FEES The following services are billed at our cost plus 15%: • Subcontracted services. • Map check fees or filing fees advanced by us. • Transportation, meals and lodging for overnight travel and incidental travel expenses. • Commercial delivery services, including Federal Express, Express Mail, and Messenger Services. • Excessive long distance telephone calls, telegrams, and other costs directly applicable to the project. • Plotting and blueprint services and printing. (The client is encouraged to arrange for printing, other than prints or plots on our blueprint machine and plotters, to be contracted directly with an outside blueprint company acceptable to us.) MILEAGE .......................................................................................................................................$ .375/mile NOTE.EEO obligations of Exec Order 11246 and 41 CFR Parts 60-1.4,60-250.5 and 60-741.5 are incorporated in non-exempt US Government contracts/subcontracts. 0 rmimsoe=onGwo=�e sctEou�sw4 Min D=:=a�zuw'rnnnmm am 14 TKC Corporate Division President EXHIBIT "D" SCHEDULE OF PERFORMANCE The required scope of services shall be completed throughout the project schedule of 18 months commencing April 2004 as requested by the Construction Manager. 15 Client#:5791 KEITHCOMP ACORDT„ CERTIFICATE OF LIABILITY INSURANCE DIDD YY) 04/2310/23/04 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Dealey,Renton&Associates ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE P.O.Box 10550 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Santa Ana,CA 92711-0550 714 427.6810 INSURERS AFFORDING COVERAGE INSURED INSURERA. Hartford Fire Ins.Co. The Keith Companies,Inc. _INSURERS. United States Fire Insurance Co. dba Keith International,Inc./PD INSURER c XL Specialty Insurance Company 19 Technology Drive INSURER D. Irvine,CA 92618-2334 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. INS R POLICY EFFECTIVE POLICY EXPIRATION LT TYPE OFINSURANCE POLICY NUMBER DATE Ii DATE i LIMITS A GENERAL LIABILITY 57CESOA1665 12/31/03 12/31/04 EACH OCCURRENCE $1000000 X COM MERCIAL GENERAL LIABILITY FIRE DAMAGE(Airy one Fire) $1000000 CLAIMS MADE 51 OCCUR INDP.CONTRACTORS MED EXP(Any one person) $10 000 X CONTRACTUAL INCLUDED PERSONAL&ADV INJURY $1000000 X BFPD,XCU GENERAL AGGREGATE $2 000 000 GEN'L AGGREGATE LIM RAFFLES PER PRODUCTS-COMPIOPAGG $2000000 PRO- POLICY EX7 JECT JECT FX7 LOC A AUTOMOBILE LIABILITY 57UENTLO698 12/31/03 12/31/04 COMBINED SINGLE LIMIT X ANY AUTO (EaaccidenQ $1,000,000 ALL OWNED AUTOS BODILY INJURY $ SCHEDULED AUTOS (Per person) X HIRED AUTOS BODILY INJURY X NON-OWNED AUTOS (Peracadent) $ PROPERTY DAMAGE (Per accident) GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY, qGG $ EXCESS LIABILITY EACH OCCURRENCE $ OCCUR CLAIMS MADE AGGREGATE $ DEDUCTIBLE $ RETENTION $ $ B WORKERS COMPENSATION AND 4086150588 12/31/03 12/31/04 X 7aRV TA TLTS OER EMPLOYERS'LIABILITY E L.EACH ACCIDENT $1,000,000 E L.DISEASE-EA EMPLOYEE $1,000,000 E.L.DISEASE-POLICY LIMIT $1,000,000 C OTHER Professional DPR9400248 03/01/04 12/13/04 $2,000,000 per claim Liability $2,000,000 annl aggr. DESCRIPTION OF OPERATIONSILOCATIONSNEHICLESIEXCLUSIONS ADDED BY ENDORSEMENTISPECIAL PROVISIONS General Liab.policy excludes claims arising out of the performance of prof.services Re:City of Palm Springs Convention Center Expansion/Project #40866.00.000 City of Palm Springs,its officers,employees and agents are Additional (See Attached Descriptions) CERTIFICATE HOLDER ADDITIONAL INSURED,INSURER LETTER _ CANCELLATION Ten Day Notice for Non-Payme Of Prerri SHOULD ANYOFTH E ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION City of Palm Springs DATE THEREOF, THE ISSUING INSURER WILL%KRVkRRXTP MAIL 30—.DAYSWRITTEN Attn:Bruce Johnson NOTICETOTHE CERTIFICATE HOLD ERNAM ED TOTHE LEFT,B)DRi[p7U1RxxRYl.@Y1ppNrQXXX 3200 Tahquitz Canyon Way Ir7De/61FX'A%1WC%3rK7pNN7)[q7c9ttlLNXR1CK/fX1Q1PAXEPRMX%R;tl1pnREApWNiAAXX X Palm Springs,CA 92262 111130SI iamx Esx AUTHORIZED REPRESENTATIVE 4���Ali 101 ACORD 25-S(7197)1 of 2 #M100103 CIwi I,61L © ACORD CORPORATION 1988 DESCRIPTIONS (Continued from Page 1) Insured as respects to General Liability.Primary and Non-Contributing coverage applies to GL.Waiver of Suborgation applies to GL&WC. AMS 25.3(07/97)2 of 2 #M100103 POLICY NUMBER: 57CESOA1665 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES or CONTRACTORS (FORM B) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: City of Palm Springs Attn: Bruce Johnson 3200 Tahquitz Canyon Way Palm Springs, CA 92262 (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 work"for that insured by or for you. Additional Insured Continued: its officers, employees and agents 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. 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. CG 20 10 11 85 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. 4086150588 Issued to: The Keith Companies, Inc . By: United States Fire Insurance 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 Additional Insured Continued: its Attn: Bruce Johnson officers, employees and agents 3200 Tahquitz Canyon Way Palm Springs, CA 92262 WC 04 03 06 Countersigned by__ -----------___ _ _-------_------ (Ed. 4-84) Authorized Representative