HomeMy WebLinkAbout04638 - TERRA NOVA PLANNING RESEARCH CONVENTION CTR EXPANSION PHASE II ENVIRONMENTAL Terra Nova Planning s; Researc
Convention Ctr Exp
AGREEMENT #4638
CITY OF PALM SPRINGS M07252, 2-5-03
CONTRACT SERVICE AGREEMENT
THISCONTRACT SERVICES AGREEMENT (herein "Agreement"), is made and entered
into this 1617aay of February, 2003, by and between the CITY OF PALM SPRINGS, a municipal
corporation,(herein"City")and Terra Nova Planning and Research, Inc., (herein"Contractor")- The
term Contractor includes professionals performing in a consulting capacity. The parties hereto
agree as follows:
1.0 SERVICES OF CONTRACTOR
1.1 Scope of Services. In compliance with all terms and conditions of this
Agreement, the Contractor shall provide those services specified in the "Scope of Services"
attached hereto as Exhibit "A" and incorporated herein by this reference, which services may be
referred to herein as the "services" or "work" hereunder. As a material inducement to the City
entering into this Agreement, Contractor represents and warrants that Contractor is a provider of
first class work and services and Contractor is experienced in performing the work and services
contemplated herein and, in light of such status and experience, Contractor covenants that it shall
follow the highest professional standards in performing the work and services required hereunder
and that all materials will be of good quality, fit for the purpose intended. For purposes of this
Agreement, the phrase "highest professional standards" shall mean those standards of practice
recognized by one or more first-class firms performing similar work under similar circumstances.
12 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
H:WSERSIWPPUBLICICONVENTION CTR EXPANSIOMPhase I]\Terra NovaAgreerrent-Finalmpd
ORIGINAL
IGI�NAL SID
�y
written instructions are received from the Contract Officer.
1.6 Care of Work. The Contractor shall adopt reasonable methods during the
life of the Agreement to furnish continuous protection to the work, and the equipment, materials,
papers,documents, plans,studies and/or other components thereof to prevent losses or damages,
and shall be responsible for all such damages,to persons or property, until acceptance of the work
by City, except such losses or damages as may be caused by City's own negligence.
1.7 Further Responsibilities of Parties. Both parties agree to use reasonable
care and diligence to perform their respective obligations under this Agreement. Both parties agree
to act in good faith to execute all instruments, prepare all documents and take all actions as may
be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified,
neither party shall be responsible for the service of the other.
1.8 Additional Services. City shall have the right at any time during the performance
of the services, without invalidating this Agreement, to order extra work beyond that specified in
the Scope of Services or make changes by altering, adding to or deducting from said work. No
such extra work may be undertaken unless a written order is first given by the Contract Officer to
the Contractor, incorporating therein any adjustment in (i)the Contract Sum, and/or(ii)the time to
perform this Agreement, which said adjustments are subject to the written approval of the
Contractor. Any increase in compensation of up to 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 in 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 fifty five thousand seven hundred and eighty dollars ($55,780.00) (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, (ii!) 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
HAUSERS\WPPUBLIC\CONVENTION CTR EXPANSION\Phase II\Terra NovaAgreement-Final.wpd
-2-
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")working day of such month, Contractor shall submit to the City in the form
approved by the City's Director of Finance, an invoice for services rendered prior to the date of the
invoice. Except as provided in Section 7.3, City shall pay Contractor for all expenses stated
thereon which are approved by City pursuant to this Agreement no later than the last working day
of the month.
3.0 PERFORMANCE SCHEDULE
3.1 Time of Essence. Time is of the essence in the performance of this
Agreement.
3.2 Schedule of Performance. Contractor shall commence the services pursuant
to this Agreement upon receipt of a written notice to proceed and shall perform all services within
the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit"D", if
any, and incorporated herein by this reference. When requested by the Contractor, extensions to
the time period(s) specified in the Schedule of Performance may be approved In writing by the
Contract Officer but not exceeding one hundred eighty (180) days cumulatively_
3.3 Force Majeure. 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.
3A 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:
Nicole Sauviat Criste
HAUSERS\WPPUBLIMCONVENTION CTR EXPANSIOMPhase I]%Terra NovaAgreement-Final.wpd
-3-
It is expressly understood that the experience, knowledge, capability and reputation of the
foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore,
the foregoing principals shall be responsible during the term of this Agreement for directing all
activities of Contractor and devoting sufficient time to personally supervise the services hereunder.
For purposes of this Agreement, the foregoing principals may not be replaced nor may their
responsibilities be substantially reduced by Contractor without the express written approval of City.
4.2 Contract Officer. The Contract Officer shall be such person as may be
designated by the City Manager of City. It shall be the Contractor's responsibility to assure that the
Contract Officer is kept informed of the progress of the performance of the services and the
Contractor shall refer any decisions which must be made by City to the Contract Officer_ Unless
otherwise specified herein, any approval of City required hereunder shall mean the approval of the
Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of the
City required hereunder to carry out the terms of this Agreement.
4.3 Prohibition Against Subcontracting or .Assignment, The experience,
knowledge, capability and reputation of Contractor, its principals and employees were a substantial
inducement for the City to enter into this Agreement. Therefore, Contractor shall not contract with
any other entity to perform in whole or in part the services required hereunder without the express
written approval of the City. In addition, neither this Agreement nor any interest herein may be
transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law,
whether for the benefit of creditors or otherwise, without the prior written approval of City.
Transfers restricted hereunder shall include the transfer to any person or group of persons acting
in concert of more than twenty five percent (25%) of the present ownership and/or control of
Contractor, taking all transfers into account on a cumulative basis. In the event of any such
unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No
approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder
without the express consent of City.
The City's policy is to encourage the awarding of subcontracts to persons or entities with
offices located within the jurisdictional boundaries of the City of Palm Springs and, if none are
available, to persons or entities with offices located in the Coachella Valley ("Local
Subcontractors"). Contractor hereby agrees to use good faith efforts to award subcontracts to
Local Subcontractors, if Local Subcontractors are qualified to perform the work required. In
requesting for the City to consent to a subcontract with a person or entity that is not a Local
Subcontractor, the Contractor shall submit evidence to the City that such good faith efforts have
been made or that no Local Subcontractors are qualified to perform the work. Said good faith
efforts may be evidenced by placing advertisements inviting proposals or by sending requests for
proposals to selected Local Subcontractors. The City may consider Contractor's efforts in
determining whether it will consent to a particular subcontractor. Contractor shall keep evidence
of such good faith efforts and copies of all contracts and subcontracts hereunder for the period
specified in Section 6.2.
4.4 Independent Contractor. Neither the City nor any of its employees shall have
any control over the manner, mode or means by which Contractor, its agents or employees,
perform the services required herein, except as 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 contractorwith only such obligations as are consistentwith
that role. Contractor shall not at any time or in any manner represent that it or any of its agents or
HAUSERSIWPPUBLIMCONVENTION CTR EXPANSION1Phase II1TerrallovaAgreement-Final.wpd
-4-
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 Contractorshall procure and maintain,at its solecostand
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 at 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 additional insured in accordance with standard ISO additional insured
endorsement form CG2010(1185) or equivalent language.
(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 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 and issued by companies
whose rating satisfies the requirements in Section 5.4 of this agreement. The insurer shall waive all
rights of subrogation and contribution it may have against the City, its officers, employees and
agents, and their respective insurers. In the event any of said policies of insurance are canceled,
the Contractor shall, priorto the cancellation date,submit new evidence of insurance in conformance
with this Section 5.1 to the Contract Officer. No work or services under this Agreement shall
commence until the Contractor has provided the City with Certificates of Insurance, endorsements
or appropriate insurance binders evidencing the above insurance coverages and said Certificates
of Insurance, endorsements, or binders are approved by the City.
The contractor agrees that the provisions of this Section 5.1 shall not be construed as limiting
in any way the extent to which the Contractor may be held responsible for the payment of damages
to any persons or property resulting from the Contractor's activities 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.
HAUSERS\N/PPUBLIMCONVENTION CTR EXPANSION\Phase II\TerrallovaAgreement-Finaimpd
-5-
5.2 Indemnification. Contractor agrees to indemnify the City, its officers, agents
and employees against, and will hold and save them, and each of them, harmless from any and all
actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors,
omissions or liabilities, (herein "claims or liabilities")that may be asserted or claimed by any person,
firm or entity arising out of or in connection with the negligent performance of the work, operations
or activities of Contractor, its agents, employees, subcontractors, or invitees, provided for herein, or
arising from the negligent acts or omissions of Contractor hereunder, or arising from Contractor's
negligent performance of or failure to perform any term, provision, covenant or condition of this
Agreement, 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 sole
negligence or willful misconduct of the City, its officers, agents or employees, who are directly
responsible to the City, and in connection therewith:
(a) Contractor will defend any action or actions filed in connection with
any of said claims or liabilities and will pay all costs and expenses, including legal costs and
attorneys' fees incurred in connection therewith;
(b) Contractor will promptly pay any judgment rendered against the City,
its officers, agents or employees for any such claims or liabilities arising out of or in
connection with the negligent performance of or failure to perform such work, operations or
activities of Contractor hereunder; and Contractor agrees to save and hold the City, its
officers, agents, and employees harmless therefrom;
(c) In the event the City, its officers, agents or employees are 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, 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's Key Rating Guide or in the Federal Register,
unless such requirements are waived by the City Manager or designee of the City Manager due to
unique circumstances. In the event the City Manager determines that the work or services to be
performed under this Agreement create an increased or decreased risk of loss to the City, the
Contractor agrees that the minimum limits of the insurance policies and the performance bond
required by this Section 5 may be changed accordingly upon receipt of written notice from the City
Manager or designee; provided that the Contractor shall have the right to appeal a determination of
increased coverage by the City Manager to the City Council of City within ten (1 0) days of receipt of
notice from the City Manager.
H:\USERMPPUBLIMCONVENTION CTR EXPANSIOMPhase II\TerrallovaAgreernent-Final.wpd
-6-
6.0 REPORTS AND RECORDS
6.1 Reports. Contractor shall periodically prepare and submit to the Contract
Officer such reports concerning the performance of the services required by this Agreement as the
Contract Officer shall require. Contractor hereby acknowledges that the City is greatly concerned
about the cost of work and services to be performed pursuant to this Agreement- For this-reason,
Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or
events that may or will materially increase or decrease the cost of the work or services contemplated
herein or, if Contractor is providing design services, the cost of the project being designed,
Contractor shall promptly notify the Contract Officer of said fact, circumstance, technique or event
and the estimated increased or decreased cost related thereto and, if Contractor is providing design
services, the estimated increased or decreased cost estimate for the project being designed.
6.2 Records. Contractor shall keep, and require subcontractors to keep, such
books and records as shall be necessary to perform the services required by this Agreement and
enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall
have full and free access to such books and records at all times during normal business hours of
City, including the right to inspect, copy, audit and make records and transcripts from such records.
Such records shall be maintained for a period of three (3)years following completion of the services
hereunder, and the City shall have access to such records in the event any audit is required
6.3 Ownership of Documents. All drawings, specifications, reports, records,
documents and other materials prepared by Contractor, its employees, subcontractors and agents
in the performance of this Agreement shall be the property of City and shall be delivered to City upon
request of the Contract Officer or upon the termination of this Agreement. Contractor shall have no
claim for further employment or additional compensation as a result of the exercise by City of its full
rights of ownership of the documents and materials hereunder. Any use of such completed
documents for other projects and/or use of uncompleted documents without specific written
authorization by the Contractor will be at the City's sole risk and without liability to Contractor, and
the City shall indemnify the Contractor for all damages resulting therefrom. Contractor may retain
copies of such documents for its own use. Contractor shall have an unrestricted right to use the
concepts embodied therein. All subcontractors shall provide for assignment to City 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. 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
H:\USERS\WPPUBLIC\CONVENTION CTR EXPANSION\Phase II\TerrallovaAgreement-Finalmpd
.7-
injured party shall continue performing its obligations hereunder so long as the injuring parry
commences to cure such default within ten (10) days of service of such notice and completes the
cure of such default within forty-five (45) days after service of the notice, or such longer period as
may be permitted by the injured party; provided that if the default is an immediate danger to the
health, safety and general welfare, such immediate action may be necessary. Compliance with the
provisions of this Section shall be a condition precedent to termination of this Agreement for cause
and to any legal action, and such compliance shall not be a waiver of any party's right to take legal
action in the event that the dispute is not cured, provided that nothing herein shall limit City's or the
Contractor's right to terminate this Agreement without cause pursuant to Section 7.8.
7.3 Retention of Funds. Contractor hereby authorizes City to deduct from any
amount payable to Contractor (whether or not arising out of this Agreement) (i) any amounts the
payment of which may be in dispute hereunder or which are necessary to compensate City for any
losses, costs, liabilities,or damages suffered by City, and (ii)all amounts for which City may be liable
to third parties, by reason of Contractor's acts or omissions in performing or failing to perform
Contractor's obligation under this Agreement. In the event that any claim is made by a third party,
the amount or validity of which is disputed by Contractor, or any indebtedness shall exist which shall
appear to be the basis for a claim of lien, City may withhold from any payment due, without liability
for interest because of such withholding, an amount sufficient to cover such claim. The failure of City
to exercise such right to deduct or to withhold shall not, however, affect the obligations of the
Contractor to insure, indemnify, and protect City as elsewhere provided herein.
7.4 Waiver. No delay or omission in the exercise of any right or remedy by a non-
defaulting 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 ($ -Not Applicable- ) 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 Ex iration 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,
H:\USERS\WPPUBLIC\C0NVENTI0N CTR EXPANSION\Phase II\TerrallovaAgreement-Final.wpd
-8-
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, 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 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 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 thatthe City shall
use reasonable efforts to mitigate such damages), and City may withhold any payments to the
Contractor for the purpose of set-off or partial payment of the amounts owed the City as previously
stated.
7.10 Attorneys' Fees. If either party to this Agreement is required to initiate or
defend or made a party to any action or proceeding in any way connected with this Agreement, the
prevailing party in such action or proceeding, in addition to any other relief which may be granted,
whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall
include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be
entitled to all other reasonable costs for investigating such action, taking depositions and discovery
and all other necessary costs the court allows which are incurred in such litigation. All such fees shall
be deemed to have accrued on commencement of such action and shall be enforceable whether or
not such action is prosecuted to judgment.
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.
82 Conflict of Interest. No officer or employee of the City shall have any financial
interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any
decision relating to the Agreement which effects his financial interest or the financial interest of any
corporation, partnership or association in which he is, directly or indirectly, interested, in violation of
any State statute or regulation. The Contractor warrants that it has not paid or given and will not pay
or give any third party any money or other consideration for obtaining this Agreement.
8.3 Covenant Against Discrimination. Contractor covenants that, by and for itself,
its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no
H:\USERMWPPUBLIC\CONVENTION CTR EXPANSION\Phase II\TerrallovaAgreement-Final.wpd
-9-
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_
9A MISCELLANEOUS PROVISIONS
9A Notice. Any notice, demand, request, document, consent, approval, or
communication either party desires or is required to give to the other party or any other person shall
be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City,
to the City Manager and to the attention of the Contract Officer, CITY OF PALM SPRINGS, P.O. Box
2743, Palm Springs, California 92263. In the case of the Contractor, it should be addressed to the
person at the address designated on the execution page of this Agreement. Either party may change
its address by notifying the other party of the change of address in writing. Notice shall be deemed
communicated at the time personally delivered or in seventy-two(72) hours from the time of mailing
if mailed as provided in this Section.
9.2 Interpretation. The terms of this Agreement shall be construed in accordance
with the meaning of the language used and shall not be construed for or against either party by
reason of the authorship of this Agreement or any other rule of construction which might otherwise
apply.
9.3 Integration; Amendment. It is understood that there are no oral agreements
between the parties hereto affecting this Agreement and this Agreement supersedes and cancels
any and all previous negotiations, arrangements, agreements and understandings, if any, between
the parties, and none shall be used to interpret this Agreement. This Agreement may be amended
at any time by the mutual consent of the parties by an instrument in writing.
9.4 Severability. In the event that any one or more of the phrases, sentences,
clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or
unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or
unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or
sections of this Agreement which are hereby declared as severable and shall be interpreted to carry
out the intent of the parties hereunder unless the invalid provision is so material that its invalidity
deprives either party of the basic benefit of their bargain or renders this Agreement meaningless.
9.5 Corporate Authority. The persons executing this Agreement on behalf of the
parties hereto warrant that(i) such party is duly organized and existing, (ii)they are duly authorized
to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement,
such party is formally bound to the provisions of this Agreement, and (iv) the entering into this
Agreement does not violate any provision of any other Agreement to which said party is bound.
(Signatures on next page)
KMERMPPUBLIMCONVENTION CTR EXPANSIOMPhase II\TerrallovaAgreement-Final.wpd
-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
City Clerk / -� City Manager
Aareement overhi•rr4er $25,000
' APPROVED AS TO FORM:
Reviewed and approved by
Procua-enient & Contritetina
By: ,
City Attorney Initials- pate f] I
P.O. Nunxber
CONTRACTOR: Check one:_Individual_Partnership_-Corporation
Corporations require two notarized signatures: One signature must be from the Chairman of Board, President,or any Vice President.
The second Signature must be from the Secretary,Assistant Secretary,Treasurer,Assistant TreasuMr,,or Chief Financial Officer).
B�. �l l% By
/ a- izz. 1 ,24
Notarized Sign ure hairman of Board, Not rize S nature Beret ssU ecre ary,
President or any Vice President Treasurer,Asst treas er or ObLef 6ancial Officer
Name: ,�V �h •! ✓ �S` Name: //
Title: I', Z^ 2ljeh'� Title: Vl1 I i-i
State of State of r L- ti L- RIU,
County of E' -t1..i�aa__ ..Is5 i County of Onz{`d7C,�j before e ° • �,, •. L,.,.-.. u�1-{,:. On `�5 7-03 befor e/ GE's� l_ ,ti;_,..��y ' :
�`
personallyappeare� .:-t" CJ'�-a•�2- personallyappea d ��(
-persona�!y known-to m (or proved to me on the basis of -pe=rialfy-12 e nr proved to me on the basis of
satisfactory evidence)to be the person(s)whose name(w)is/amsatisfactory evidence to be the persona)whose names)Is/are
sub -bed to the within instrument ai f, poknowledged to me subscrlb A Io the within instrument and ac owledged to me
the helsneCthey executed t same his/hEr/theirauthorized that he/ e^/they executed the sa}}��G-in hi edtheir authorized
cap rky(les),- and that b hlslher#hei signaturetsT on the capacity ), and that by hisfherl�`Iteir rgnatura(5ron the
instrument the person(s).o Fre entity upon behalf of which the instrument the person.(s);or the lty upon behalf of whi he
persoo(syacted,executed the instrument. perscn(s)acted,executed the instrument. I
A
WITNESS my hand and ofFlc 'seal. / WITNESS my hand a d a 'iial seal.
Notary Signature::/ / fir, n �,* ; _ Notary Slgnatu vi.
Notary Seal: Notary Seal:
t5 ?"N LEC trvlra .a:.,,,�.
LI +; 1r'1,1 C.ommissinn er'125244 1 ;:ARILVN LEE IRdnN i{
y f f a'usryr Public,California z ' �Y-.^y Commis_c�on#t232-,-4C
l a '. d Los An�G a Country r }�+�vV 41 'toL.ry Pu61oc-CaltFamia
�;y CIlmrn.C�p;.tyufuig tB,2(ru3�3 tk=Po 'ry, L.a Angeles 0ountj• p
i.. ��.•,e,y .,.�:. _ n: �ir�;y�^•�.'�iF.i'. ll t � My Comm.c•}7P•-G Alij;'16 m'713 �
- �
-- m---- y "� .w.°1Y"�.:$VTs ::,i'�f„�'i ;li.�i :IauPwJn`iiec!
Hl:t ti
EXHIBIT "A"
SCOPE OF SERVICES
The following work program is intended to provide for the review of the proposed expansion of the
Palm Springs Convention Center pursuant to the California Environmental Quality Act (CEQA)
California Public Resources Code §21000-21178, as well as the environmental review procedures
Of the City of Palm Springs. It is assumed that this review will be accomplished via the preparation
of a City of Palm Springs Initial Study (IS) and a Mitigated Negative Declaration (MND) prepared
pursuant to§15070-15075 of the CEQA Guidelines. In preparing the IS and MND, Contractor's staff
will draw to the extent possible upon existing environmental documentation for projects in the vicinity.
Upon completion of review by Contractor and City staff, a traffic circulation study prepared by Endo
Engineering will form the basis for the traffic circulation study in the MND.
The MND will address the potential environmental effects of the proposed Convention Center
Expansion. The format of the environmental analysis presented in the MND will be patterned after
the format presented in the IS checklist. Environmental impacts will be identified as being either less-
than-significant or as potentially significant unless mitigation measures are incorporated. The
preparation of an MND of course assumes that the environmental issue analysis concludes that all
issues are less than significant after the incorporation of appropriate mitigation measures. For all
potential impacts requiring mitigation, the mitigation measures will be clearly identified_
The MND will be prepared to meet standards of legal adequacy and edited to ensure conciseness
and clarity. Maps, graphics and photographs will be presented in a consistent format throughout the
report. The project will be depicted with the use of graphics that will also display relevant
environmental data and support discussion of impacts and mitigation measures to be incorporated
into the project.
The tasks required to complete the work are as follows:
Task 1. Review of project description with City staff and project engineer and architect as
currently developed. Gather data to include sufficient information to satisfy CEQA for
comprehensive project description.
Task 2. Review Section 14 Master Plan EIR and determine sections and discussions which
can be used in development of Initial Study text.
Task 3. Secure preliminary site plans, boundary maps and legal descriptions, and other
exhibits,which illustrate the scope of site development,for use in project description.
Task 4. Prepare a CEQA Initial Study Checklist and review same with City.
Task 5. Contract for and manage traffic study in conformance with City standards.The traffic
study will include analysis of midday and evening peak hour delay values at up to 14
key intersections, with and without the proposed project, utilizing the Section 14
Traffic Study model. Forecasting for year 2010 and 2020 will be undertaken, as
required by the City Engineer. On and off-site mitigation measures will be developed
based on the conclusions of the traffic study. Report will be integrated into the draft
document, and included in the appendix.
Task 6. Contract for and manage a noise impact analysis. The noise analysis will include
locations of sensitive receptors surrounding the convention center, as well as
discussion of operational impacts and potential mitigation measures. Report will be
integrated into document, and included in the appendix.
12
H:A15ER$\WPPUSLIC\CONVENTION CTR EXPANSION\Phase II\Terra NOvaAgroemonl-Final.wpd
Task 7. Prepare a comprehensive air quality analysis for moving and stationary emissions, as
well as fugitive dust (PM10) emissions associated with site grading, truck and other
vehicle trips and operations,and long-term energy consumption in conformance with
the SCAQMD Environmental Handbook and City Air Quality Guidelines.
Task 8. Integrate all special studies and other analyses into a single document,similar in style
and scope to the environmental assessment Terra Nova prepared for the Canyon
South Golf Course remodeling project. Five copies of the screencheck draft document
will be provided to the City.
Task 9. A mitigation and monitoring program shall be integrated into the draft EA on a
categorical basis, and modified as needed based on comments to the EA and
requirements imposed by public hearing actions.
Task 10. Prepare Notice of Intent to Adopt a Mitigated Negative Declaration and Public Notice
or combined form, and assist City in posting and advertising same as required.
Task 11. Transmit environmental assessment to responsible and trustee agencies,as needed.
The list shall be developed based on standard City mailing lists for environmental
documents, as well as any other parties who may have requested notification of the
project.A total of 25 copies of the final draft document are estimated for purposes of
this proposal.
Task 12, Prepare public notice for publishing, and deliver same to City for review and insertion
into Desert Sun and transmittal to surrounding property owners (400 feet).
Task 13. Coordinate responses to all comments received with City staff, and draft response to
comments for distribution to Planning Commission and City Council.
Task 14. Coordinate with City staff in their preparation of staff reports, and attend one Planning
Commission and one City Council meeting to act as staff support in presentation of
project, and make presentations as needed.
Task 15. Prepare NOD form and deliver to County Clerk for posting, as required.
Task 16. Prepare final adopted document, including any modifications to mitigation measures
or mitigation monitoring resulting from public hearings, and deliver 5 bound copies
and one print master to City for use in the future.
-13-
H IUSERSMPPUBLIMCONVENTION CTR EXPANSIOMPhase 14TerraNavaAgmement-Final.wpd
EXHIBIT "B"
SPECIAL REQUIREMENTS
Performance Bond: The requirements of Section 5.3 for a performance bond are hereby waived.
Subcontractors: The City hereby approves the use of Endo Engineering, Inc. as a subcontractor
for preparation of the traffic circulation analysis portion of the scope of work.
-14-
H MERS\WPPUBLIMCONVENTION CTR EXPANSIOMPh3se IgTer NovaAgMOrnen1, nal.wpd
EXHIBIT "C"
SCHEDULE OF COMPENSATION
Total compensation for the services to be provided shall not exceed $55,780.00.
Payment will be made to the Contractor as follows:
75% Upon completion by Contractor and acceptance by City of all work comprising
Tasks 1 through 14, inclusive.
25% Upon completion by Contractor and final acceptance by City of all work
comprising Task 15 and 16.
-15-
H WSERSMPPUSLI01CONVENTION CTR EXPANSION\Phase IJ1TerrallovaAgreemenr-FIn3l wpd
EXHIBIT "D"
SCHEDULE OF PERFORMANCE
Task 14 shall be completed by May 15, 2003.
Task 15 shall be completed within 5 days of the completion of Task 14.
Task 16 shall be completed within 30 days of the completion of Task 14.
-16-
H%USEFi5\WPPU8LIC\CONVENTION CTR EXPANSION\Phasc II\TUffaNOvaAgleeMem-Final.wpd
CERTIFICATE HOLDER COPY
STATE P.O. BOX 420807, SAN FRANCISCO, CA 94142-0807
COMPENSATION
INSUMANCE
FUND CERTIFICATE OF WORKERS' COMPENSATION INSURANCE
APRIL 16, 2003 GROUP:
POLICY NUMBER: 1097491-2002
CERTIFICATE ID: 22
CERTIFICATE EXPIRES: 09-01-2oC3
09-01-2002/09-01-2003
CITY OF PALM SPRINGS
3200 E TRHQUITZ CANYON WAY
PALM SPRINGS CA 92262
ATTN: BRDCE JOHNSON
.-This is to cerOj that wei have-iss:;od a valid wod<Ers Compensaticn insurance policy m a-Farm-approved by the California
Insurance Commissioner to the employer named below for the policy period indicated.
This policy Is not subject to cancellation by the Fund except upon 30 days advance written notice to the employer,
We will also give you 30 days advance notice should this policy be cancelled prior to its normal expiration.
This certificate of insurance is not an Insurance p011cy and does not amend,extend or alter the coverage afforded by the
policies listed herein. Notwithstanding any requirement, term or condition of any contract or other document with
respect to which this certificate of Insurance may be issued or may pertain,the insurance afforded by the policies
described herein is subject to all the terms,exclusions,and conditions.Of such polices.
AUTHORIZED REPRESENTATIVE PRESIDENT
EMPLOYER'S LIABILITY LIMIT INCLUDING DEFENSE COSTS: $1, 000, 000 PER OCCURRENCE
ENDORSEMENT #OC15 ENTITLED ADDITIONAL INSURED EMPLOYER EFFECTIVE 09-01-2002 IS
ATTACHED TO ANTI FORMS A PART OF THIS POLICY. NAME. OF ADDITIONAL INSURED:
CITY OF PALM SPRINGS
ENDORSEMENT 1f2065 ENTITLED CERTIFICATE IOLDERS' NOTICE EFFECTIVE 09-01-2002 IS
ATTACHED TO AND FORMS A PART OF THIS POLICY-
EMPLOYER
TERRA NOVA PLANNING & RESEAF,CH,INC.
400 S FARRELL DR STE 8205
PALM SPRINGS CA 92262
SCIF 10262C fEPF-ul:sM t
MAY-09-2003 FRI 12:07 PM FAX NO, P. 01
r
L J TERRA NOVA
Planning Sc Research, Inc.
FAX TRANSMITTAL
400 S, Fannin, Ste E-205
PALM SPRINGS, CA. 92262
(760) 320-9040
FAX#: (760) 322-2760
E-Mail: tnprpsC>aol.com
DATE: May 9, 2003
TO: Mr.Bruce Johnson
City of Palm Springs
FAX No: 323-8238
FROM: Nancy Lawson, Assistant io Nicole Cn ste
Number of pages in this transmittal: 1 + 1 (including this page)
RE: Certificate of Insurance, Workers Comp
Please find the following copy of the Certificate of Insurance issued by State Fund naming the
City of Palm Springs as additional insured. I have contacted State Fund to request that another
hard copy be sent to you.
If you have any questions, please contact Nicole or me at 760-320-9040.
' Thank you.
�7,7
Enclosures: Yes Q No Documents to:Follow: Q FAX
0 E-Mail
Mail F �f
Confidentiality Nouee: This riansmnlal is intended only for the use of the individual or entity to which it is addressed and may
contain information thar is privileged,con fldcnual,and exempt from disclosure under applicable law If the reader of this
message is not the intended recipient,or the employee or agent responsible for delivering the message to the intended recipient,
you are hereby nonfied drat any dissemination,distribution,or copying of this communication is sirieily prohibited.If you have
received the communication in error,please notify us immediately by telephone and return The original message to us at the
above address via the US Postal Service.Thank You.
CERTIFICATE OF INSURANCE
This certifies that ® STATE FARM FIRE AND CASUALTY COMPANY, Bloomington, Illinois
❑ STATE FARM GENERAL INSURANCE COMPANY, Bloomington, Illino (ra
❑ STATE FARM FIRE AND CASUALTY COMPANY, Scarborough, Ontar D l`�� u V
❑ STATE FARM FLORIDA INSURANCE COMPANY, Winter Haven, Flor D
❑ STATE FARM LLOYDS. Dallas, Texas n
insures the following policyholder for the coverages indicated below, A < 4 2 O
Policyholder TERRA NOVA PLANNING & RF,SBAR014, INC.
Address of policyholder 400 S. FARRBLL DR 8B-205 PALM SPRINGS, CA. 9
Location of operations VARIOUS LOCATIONS
Description of operations SU
The policies listed below have been issued to the policyholder for the policy periods shown. The insurance described in these policies is
subject to all the terms exclusions, and conditions of those policies The limits of liability shown may have been reduced by any paid
claims.
POLICY PERIOD LIMITS OF LIABILITY
POLICY-NUMBER— T-YPEOF INSURANCE Effective Date Expiration Date (at beginning of policy period)
906387979 Comprehensive 9/13/02 9/13/03 BODILY NJUR-Y AND
Business Liability ..... ____ _I_______________ __ PROPERTY DAMAGE
This insurance includes: ❑ Products-Completed Operations
❑ Contractual Liability
❑ Underground Hazard Coverage Each Occurrence $ 1/2,000, 000
❑ Personal Injury
❑ Advertising Injury General Aggregate $
❑ Explosion Hazard Coverage
❑ Collapse Hazard Coverage Products-Completed $
❑ Operations Aggregate
POLICY PERIOD BODILY INJURY AND PROPERTY DAMAGE
EXCESS LIABILITY Effective Date Expiration Date (Combined Single Limit)
❑ Umbrella Each Occurrence $
❑ Other Aggregate $
Part 1 STATUTORY
Part 2 BODILY INJURY
Workers' Compensation
and Employers Liability Each Accident $
Disease- Each Employee$
- - Disease=Policy Limit- S - - - --
POLICY PERIOD LIMITS OF LIABILITY
POLICY NUMBER TYPE OF INSURANCE Effective Date ; Expiration Date (at beginning of policy period)
V854787A1355F ALL AdJTOMOSTLES 1/13/03 1/13/04 $1, 000, 000
THE CERTIFICATE OF INSURANCE IS NOT A CONTRACT OF INSURANCE AND NEITHER AFFIRMATIVELY NOR NEGATIVELY
AMENDS, EXTENDS OR ALTERS THE COVERAGE APPROVED BY ANY POLICY DESCRIBED HEREIN.
If any of the described policies are canceled before
its expiration date, State Farm will try to mail a
written notice to the certificate holder
Name and Address of Certificate Holder 30 days before cancellation. If however, we fail to
mail such notice, no obligation or liability will be
CITY OF PALM SPRINGS imposed on State Farm or its agents or
PAL E. TAHQUSPRINGS,
CA CANYON WAY represe
PALM SPRINGS, CA. 92262
Signature of Aut�rn7zed Representative`
Title / / Gate
Agent's Code Stamp
ACCmedral
GEORGE STMLER -AGENT
ssaasaaa v-tz-zooz anmaa in usA — 31.855 Date Palm Dr. Ste, 6
�' City, CA 92234 -