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HomeMy WebLinkAbout00400C - RALPH DENNIS NEIGHBORHOOD REVITALIZATION v • Ralph M. Dennis Neighborhood Revitalization AGREEMENT #400C Amend #2 R1160, 12-19-01 SECOND AMENDMENT TO CONTRACT SERVICES AGREEMENT WITH RALPH M. DENNIS FOR CONSTRUCTION SUPERINTENDENT SERVICES FOR NEIGHBORHOOD REVITALIZATION PROGRAM THIS SECOND AMENDMENT TO CONTRACT SERVICES AGREEMENT ("Amendment") is entered into this day of , 2001 (the "Effective Date") by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNIA, a public body, corporate and politic, ("Agency") and RALPH M. DENNIS ("Contractor"). RECITALS A. On April 5, 2000, Agency and Contractor entered into that certain Contract Services Agreement ("Original Agreement") pursuant to which Contractor agreed to provide construction superintendent services for the Neighborhood Revitalization Program. B. Agency and Contractor amended the terms of the Original Agreement on August 8, 2001. C. Agency and Contractor desire to amend the terms of the Original Agreement as more particularly described herein. D. Any capitalized terms not defined herein shall have the meanings ascribed to them in the Original Agreement. The Original Agreement, as modified by this Amendment, is hereinafter referred to as the "Agreement." NOW, THEREFORE, the parties hereto agree as follows: 1. Section 2.1 of the Original Agreement entitled "Contract Sum" shall be amended to read as follows, the specific amendments shown below as highlighted text: 2.1 Contract Sum. For the services rendered pursuant to this amendment, the Contractor shall be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference for Thirty Eight Thousand Dollars ($38,000), but not exceeding the maximum total contract amount of One Hundred Sixty Three Thousand Dollars ($163,000.00) (herein "Contract Sum"), except as provided in Section 1.8. The method of compensation may include: (i) a lump sum payment upon completion, (ii) payment in accordance with the percentage of completion of the services, (iii) payment for time and materials based upon the Contractor's rates as specified in the Schedule of Compensation, but not exceeding the Contract Sum or (iv) such other methods as may be specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Contractor at all project meetings reasonably deemed necessary by the Agency; Contractor shall not be entitled to any additional compensation for attending said meetings. -1- 2. Full Force and Effect. Except as expressly stated herein, all other terms of the Original Agreement shall remain in full force and effect. IN WITNESS WHEREOF the Agency and Contractor have executed this Agreement as of the date first written above. "AGENCY" ATTEST: COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNIA, a public body, corporate anj,politic Y. Assista ecretary Chairman APPROVED AS TO FORM: BURKE WILLIAMS & SORENSEN, LLP By: Age Counsel "Contractor" I alph M D nnis R.M. Den is, General Contractor i\IDfJAC�M h OLf Sly -2- EXHIBIT "A" SCOPE OF SERVICES The Contractor shall act as the Agency's Construction Superintendent on the Agency's Neighborhood Revitalization Program (NRP). The Contractor shall deal with Palm Springs homeowners and contractors in assisting with the implementation of the NRP by overseeing minor and major repairs to single-family residential homes and mobile homes. The following tasks to be performed by Contractor shall be on a case by case basis. Only after the completion of Task A will it be determined if any other Tasks are to be completed. Contractor shall coordinate with Contract Officer before proceeding forward with additional tasks. Services to be provided include: TASK A. Preliminary Feasibility Analysis: Contact property owner to arrange consultation; consult with owner to determine scope of work; perform rough cost estimate of work; complete and submit to Contract Officer the Agency Application Scoring Sheet. TASK B. Project Analysis: Consult with owner to create detailed estimate (bid) specification, including health, safety, UBC and zoning requirements; prepare bid specification exhibits. TASK C. Bid Submission: Invite contractors to prepare bids; arrange visits for contractors at property; confer with contractors at property; collect contractor bids; review bids for omissions and corrections; submit bids to Contract Officer and homeowner. TASK D. Project Management: Visit project regularly to verify work and schedule compliance; interface between owner and contractor to ensure cooperation and satisfaction; interface between owner and Contract Officer regarding project details; guide contractor and owner regarding work changes and additions; mediate owner and contractor disputes. TASK E. Draw Inspections: Visit jobsite and review compliance of work with specifications; review contractor draw request; determine completion of draw request items by contractor; approve and submit draw request to Contract Officer. -3- EXHIBIT "C" SCHEDULE OF COMPENSATION For each applicant/project, Contractor to submit invoice to Agency upon completion of Task A for the cost of Task A. Invoice to be paid by Agency within regular cycle of Agency's accounts payable. For grants through the Neighborhood Revitalization Program (NRP) that are under $5,000.00, the Contractor shall submit a detailed invoice describing elements of Tasks performed. Invoice to be submitted upon completion of all work at residential unit, unless otherwise approved by Contract Officer in writing. Invoice to be paid by Agency within regular cycle of Agency's accounts payable. In most cases, Tasks completed on grants and deferred loans over $5,000.00 shall be paid to Contractor through loan or grant proceeds from respective rehabilitation project upon completion of respective Task. On any given project, should the rehabilitation project stall or cease to move forward and no loan or grant agreement is executed with the homeowner, the Agency shall pay the Contractor's costs incurred under Tasks B and C. Tasks D and E shall be paid from loan or grant proceeds upon the completion of rehabilitation project. FEE SCHEDULE: Task A $100.00 Preliminary Feasibility Analysis: Contact property owner to arrange consultation; consult with owner to determine scope of work; perform rough cost estimate of work; complete and submit to Contract Officer the Agency Application Scoring Sheet. Task B $400-$700 $400 for projects <$5,000.00 $500 for projects up to $10,000.00 $600 for projects up to $20,000.00 $700 for projects >$20,000.00 Project Analysis: Consult with owner to create detailed estimate (bid) specification, including health, safety, UBC and zoning requirements; prepare bid specification exhibits. -4- Task C $300-$600 $300 for projects <$5,000.00 $400 for projects up to $10,000.00 $500 for projects up to $20,000.00 $600 for projects >$20,000.00 Bid Submission: Invite contractors to prepare bids; arrange visits for contractors at property; confer with contractors at property; collect contractor bids; review bids for omissions and corrections; submit bids to Contract Officer and homeowner. Task D $500-$2,000 $500 for projects <$5000.00 $1000 for projects up to $10,000.00 $2000 for projects up to $25,000.00 Proiect Management: Visit project regularly to verify work and schedule compliance; interface between owner and contractor to ensure cooperation and satisfaction; interface between owner and Contract Officer regarding project details; guide contractor and owner regarding work changes and additions; mediate owner and contractor disputes. Task E $90 each Draw Inspections: Visit job site and review compliance of work with specifications; review contractor draw request; determine completion of draw request items by contractor; approve and submit draw request to Contract Officer. w OF PALM SA City of Palm Springs H Office of the City Clerk OQIORA}EQ* C `9 3200 Tahquirz Canyon Way•Palm Springs,California 92262 Cq[ FO RN�P TEL:(760)323-8204 •TDD:(760)864-9527 January 16, 2002 Ralph M. Dennis 68 100 Ramon Rd., Suite A2 Cathedral City, CA 92234 Dear Mr. Dennis: Attached is one executed copy of Amendment No. 2 to Agreement No. 400C, for Construction Superintendent Services for Neighborhood Revitalization Program, between you and the Community Redevelopment Agency of the City of Palm Springs, approved by the Agency on December 19, 2001, by Resolution No.1160. We have forwarded copies to Redevelopment, Finance, and Procurement, and retained one copy for our records. Should you have any questions, please let me know. Sincerely, Barbara J. White Assistant City Clerk cc: Redevelopment w/amendment Finance w/amendment Procurement w/amendment File Post Office Box 2743 0 Palm Springs, California 92263-2743 Q PALM S City of Palm Springs "0 1 Office of the City Clerk •ooR�r¢v' 3200 Tahquirz Canyon Way • Palm Springs,Calffm ora 92262 Cq!I FO RN�P TEL.(760)323-8204 •TDD:(760)864-9527 August 17, 2001 Ralph M. Dennis 68100 Ramon Rd., Suite A2 Cathedral City, CA 92234 Dear Mr. Dennis: Attached is one executed copy of the First Amendment to Contract Services Agreement #400C, for Superintendent Services for the Neighborhood Revitalization Program, between you and the Community Redevelopment Agency of the City of Palm Springs, approved by the Agency on August 1, 2001, by Resolution No. 1140. Should you have any questions, please let me know. Sincerely, A 9-� Barbara J. White Assistant City Clerk cc: Economic Development w/amendment Finance w/amendment Procurement w/amendment File Post Office Box 2743 • Palm Springs, California 92263-2743 • Ralph M. Dennis Neighborhood Revitalization AGREEMENT #400C Amend 1 R1140, 8-1-01 FIRST AMENDMENT TO CONTRACT SERVICES AGREEMENT WITH RALPH M. DENNIS FOR CONSTRUCTION SUPERINTENDENT SERVICES FOR NEIGHBORHOOD REVITALIZATION PROGRAM THIS FIRST AMENDMENT TO CONTRACT SERVICES AGREEMENT ("Amendment") is entered into this Sth day of August, 2001 (the "Effective Date") by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNIA, a public body, corporate and politic, ("Agency") and RALPH M. DENNIS ("Contractor"). RECITALS A. On April 5, 2000, Agency and Contractor entered into that certain Contract Services Agreement ("Original Agreement") pursuant to which Contractor agreed to provide construction superintendent services for the Neighborhood Revitalization Program. B. Agency and Contractor desire to amend the terms of the Original Agreement as more particularly described herein. C. Any capitalized terms not defined herein shall have the meanings ascribed to them in the Original Agreement. The Original Agreement, as modified by this Amendment, is hereinafter referred to as the "Agreement." NOW, THEREFORE, the parties hereto agree as follows: 1. Section 2.1 of the Original Agreement entitled "Contract Sum" shall be amended to read as follows, the specific amendments shown below as highlighted text: 2.1 Contract Sum. For the services rendered pursuant to this amendment, the Contractor shall be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference for Seventy Five Thousand Dollars ($75,000), but not exceeding the maximum total contract amount of One Hundred Twenty Five Thousand Dollars ($125,000.00) (herein "Contract Sum"), except as provided in Section 1.8. The method of compensation may include: (i) a lump sum payment upon completion, (ii) payment in accordance with the percentage of completion of the services, (iii) payment for time and materials based upon the Contractor's rates as specified in the Schedule of Compensation, but not exceeding the Contract Sum or (iv) such other methods as may be specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Contractor at all project meetings reasonably deemed necessary by the Agency; Contractor shall not be entitled to any additional compensation for attending said meetings. -1- 2. Full Force and Effect. Except as expressly stated herein, all other terms of the Original Agreement shall remain in full force and effect. IN WITNESS WHEREOF the Agency and Contractor have executed this Agreement as of the date first written above. "AGENCY" ATTEST: COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNIA, a public body, corporate and politic J By: Assistant Secretary Chairman APPROVED AS TO FORM: BURKE WILLIAMS & SORENSEN, LLP APPROVED r 97 By: AGEMC. by Agency ounsel U —Y---- "Contractor" a p . Dennis R.M. Dennis, General Contractor -2- EXHIBIT"A" SCOPE OF SERVICES The Contractor shall act as the Agency's Construction Superintendent on the Agency's Neighborhood Revitalization Program (NRP). The Contractor shall deal with Palm Springs homeowners and contractors in assisting with the implementation of the NRP by overseeing minor and major repairs to single-family residential homes and mobile homes. The following tasks to be performed by Contractor shall be on a case by case basis. Only after the completion of Task A will it be determined if any other Tasks are to be completed. Contractor shall coordinate with Contract Officer before proceeding forward with additional tasks. Services to be provided include: TASK A. Preliminary Feasibility Analysis: Contact property owner to arrange consultation; consult with owner to determine scope of work; perform rough cost estimate of work; complete and submit to Contract Officer the Agency Application Scoring Sheet. TASK B. Proiect Analysis: Consult with owner to create detailed estimate (bid) specification, including health, safety, UBC and zoning requirements; prepare bid specification exhibits. TASK C. Bid Submission: Invite contractors to prepare bids; arrange visits for contractors at property; confer with contractors at property; collect contractor bids; review bids for omissions and corrections; submit bids to Contract Officer and homeowner. TASK D. Project Management: Visit project regularly to verify work and schedule compliance; interface between owner and contractor to ensure cooperation and satisfaction; interface between owner and Contract Officer regarding project details; guide contractor and owner regarding work changes and additions; mediate owner and contractor disputes. TASK E. Draw Inspections: Visit jobsite and review compliance of work with specifications; review contractor draw request; determine completion of draw request items by contractor; approve and submit draw request to Contract Officer. -3- EXHIBIT "C" SCHEDULE OF COMPENSATION For each applicant/project, Contractor to submit invoice to Agency upon completion of Task A for the cost of Task A. Invoice to be paid by Agency within regular cycle of Agency's accounts payable. For grants through the Neighborhood Revitalization Program (NRP) that are under $5,000.00, the Contractor shall submit a detailed invoice describing elements of Tasks performed. Invoice to be submitted upon completion of all work at residential unit, unless otherwise approved by Contract Officer in writing. Invoice to be paid by Agency within regular cycle of Agency's accounts payable. In most cases, Tasks completed on grants and deferred loans over $5,000.00 shall be paid to Contractor through loan or grant proceeds from respective rehabilitation project upon completion of respective Task. On any given project, should the rehabilitation project stall or cease to move forward and no loan or grant agreement is executed with the homeowner, the Agency shall pay the Contractor's costs incurred under Tasks B and C. Tasks D and E shall be paid from loan or grant proceeds upon the completion of rehabilitation project. FEE SCHEDULE: Task A $100.00 Preliminary Feasibility Analysis: Contact property owner to arrange consultation; consult with owner to determine scope of work; perform rough cost estimate of work; complete and submit to Contract Officer the Agency Application Scoring Sheet. Task B $400-$700 $400 for projects <$5,000.00 $500 for projects up to $10,000.00 $600 for projects up to $20,000.00 $700 for projects >$20,000.00 Project Analysis: Consult with owner to create detailed estimate (bid) specification, including health, safety, UBC and zoning requirements; prepare bid specification exhibits. -4- Task C $300-$600 $300 for projects <$5,000.00 $400 for projects up to $10,000.00 $500 for projects up to $20,000.00 $600 for projects >$20,000.00 Bid Submission: Invite contractors to prepare bids; arrange visits for contractors at property; confer with contractors at property; collect contractor bids; review bids for omissions and corrections; submit bids to Contract Officer and homeowner. Task D $500-$2,000 $500 for projects <$5000.00 $1000 for projects up to $10,000.00 $2000 for projects up to $25,000.00 Project Management: Visit project regularly to verify work and schedule compliance; interface between owner and contractor to ensure cooperation and satisfaction; interface between owner and Contract Officer regarding project details; guide contractor and owner regarding work changes and additions; mediate owner and contractor disputes. Task E $90 each Draw Inspections: Visit job site and review compliance of work with specifications; review contractor draw request; determine completion of draw request items by contractor; approve and submit draw request to Contract Officer. -5- i ® Ralph M. Dennis *R alph tion Sup k erintendent Neighborhood Revitalization AGREEMENT #400C CONTRACT SERVICES AGREEMENT FO x--- - 4-5-00 CONSTRUCTION SUPERINTENDENT FOR NEIGHBORHOOD REVITALIZATION PROGRAM THIS CONTRACT SERVICES AGREEMENT(herein "Agreement"), is made and entered into this �'fl�"day of APLi(_ , 2000, by and between the PALM SPRINGS COMMUNITY REDEVELOPMENT AGENCY, a public body, corporate and politic("Agency") and RALPH M. DENNIS ("Contractor"). The parties hereto agree as follows: 1.0 SERVICES OF CONTRACTOR 1.1 Scope of Services. In compliance with all terns 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. Contractor warrants that all services will be performed in a competent, professional and satisfactory manner in accordance with the standards prevalent in the industry, and all materials will be of good quality, fit for the purpose intended. 1.2 Contractor's Proposal. The Scope of Services 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 Agency 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 Agency against any such fees, assessments, taxes penalties or interest levied, assessed or imposed against Agency hereunder. 1.5 Familiarity with Work. By executing this 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 1 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 Agency of such fact and shall not proceed except at Contractor's risk until written instructions are received from the Contract Officer. 1.6 Care of Work. The Contractor shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by Agency, except such losses or damages as may be caused by Agency's own negligence. 1.7 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. 1.8 Additional Services. Agency shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from 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 five percent (5%) or less of the Contract Sum, or in the time to perform of one hundred eighty (180) days or less may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively must be approved by the Agency. 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 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 Thousand Dollars ($50,000.00)(herein "Contract Sum"). 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. 2.2 Method of Payment. Unless some other method of payment is specified in the Schedule of Compensation (Exhibit C), in any month in which Contractor wishes to receive payment, no later than the first (1st) working day of such month, Contractor shall submit to the Agency 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, Agency shall pay Contractor for all expenses stated thereon which are approved by Agency 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 Agency, 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 Agency for any delay in the performance of this Agreement, however caused, Contractor's sole remedy 3 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 eighteen(18) months from the date hereof, except as otherwise provided in the Schedule of Performance. 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: RALPH M. DENNIS It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for Agency 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 Agency. 4.2 Contract Officer. The Contract Officer shall be such person as may be designated by the City Manager. 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 Agency to the Contract Officer. Unless otherwise specified herein, any approval of Agency required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of the Agency 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 Agency 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 Agency. 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 Agency. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of 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 Agency. 4 4.4 Independent Contractor. Neither the Agency 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. Agency 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 Agency and shall remain at all times as to Agency 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 Agency. Agency 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 Agency, during the entire term of this Agreement including any extension thereof, the following policies of insurance: (a) Comprehensive General Liability Insurance. A policy of comprehensive general liability insurance written on a per occurrence basis. The policy of insurance shall be in an amount not less than either (i) a combined single limit of$1,000,000.00 for bodily injury, death and property damage or (ii) bodily injury limits of$500,000.00 per person, $1,000,000.00 per occurrence and $1,000,000.00 products and completed operations and property damage limits of $500,000.00 per occurrence and $500,000.00 in the aggregate. If the Contract Sum is greater than $100,000.00, the policy of insurance shall be in an amount not less than $5,000,000.00 combined single limit. (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for both the Contractor and the Agency against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Contractor in the course of carrying out the work or services contemplated in this Agreement. (c) Automotive Insurance. A policy of comprehensive automobile liability insurance written on a per occurrence basis in an amount not less than either (i) bodily injury liability limits of$250,000.00 per person and $500,000.00 per occurrence and property damage liability limits of$100,000.00 per occurrence and $250,000.00 in the aggregate or (H) combined single limit liability of$500,000.00. Said policy shall include coverage for owned, non-owned, leased and hired cars. (d) Additional Insurance. Policies of such other insurance, including professional liability insurance, as may be required in the Special Requirements. 5 All of the above policies of insurance shall be primary insurance and the General Liability insurance shall name the Agency, its officers, employees and agents as additional insureds. The insurer shall waive all rights of subrogation and contribution it may have against the Agency, its officers, employees and agents and their respective insurers. All of said policies of insurance shall provide that said insurance may not be amended or cancelled without providing thirty (30) days prior written notice by registered mail to the Agency. In the event any of said policies of insurance are cancelled, 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 Agency with Certificates of Insurance or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the Agency. 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 persons 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 policies of insurance that the Contractor is required to maintain pursuant to this Section 5.1. 5.2 Indemnification. Contractor agrees to indemnify the Agency, 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 Agency, its officers, agents or employees but excluding such claims or liabilities arising from the sole negligence or willful misconduct of the Agency, its officers, agents or employees, who are directly responsible to the Agency, 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 Agency, 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 Agency, its officers, 6 agents, and employees harmless therefrom; (c) In the event the Agency, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other clanns 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 Agency, its officers, agents or employees, any and all costs and expenses incurred by the Agency, 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 Agency a performance bond in the sum of the amount of this Agreement, in the form provided by the Agency 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 terns 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, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the Agency due to unique circumstances. In the event the Risk Manager of Agency ("Risk Manager") determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the Agency, 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 Risk Manager; provided that the Contractor shall have the right to appeal a determination of increased coverage by the Risk Manager to the Agency Council of Agency within 10 days of receipt of notice from the Risk Manager. 6.0 RECORDS AND REPORTS 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. 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 tunes during normal business hours of Agency, 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 7 the services hereunder, and the Agency 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 Agency and shall be delivered to Agency 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 Agency 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 Agency's sole risk and without liability to Contractor, and the Agency 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 Agency of any documents or materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify Agency 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 Agency's or the Contractor's right to terminate this Agreement without cause pursuant to Section 7.8. 8 7.3 Retention of Funds. Contractor hereby authorizes Agency 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 Agency for any losses, costs, liabilities, or damages suffered by Agency, and (ii) all amounts for which Agency 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, Agency may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of Agency to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Contractor to insure, indemnify, and protect Agency 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 Agency the sum of_zero ($0.00) dollars 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 Agency 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 Agency reserves the right to terminate this Agreement at any time, 9 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 Agency, except that where termination is due to the fault of the Agency, 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. 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 (Exhibit "C") or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event of termination without cause pursuant to this Section, the terminating party need not provide 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, Agency 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 Agency shall use reasonable efforts to mitigate such damages), and Agency may withhold any payments to the Contractor for the purpose of setoff or partial payment of the amounts owed the Agency 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 AGENCY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non-liability of Agency Officers and Employees. No officer or employee of the Agency shall be personally liable to the Contractor, or any successor in interest, in the event of any default or breach by the Agency or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement. 8.2 Conflict of Interest. No officer or employee of the Agency shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or 10 indirectly, interested, in violation of any State statute or regulation. The Contractor warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 8.3 Covenant Against Discrimination. Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the performance of this Agreement. Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin, or ancestry. 9.0 MISCELLANEOUS PROVISIONS 9.1 Notice. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the Agency, to the Agency Executive Director and to the attention of the Contract Officer, COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, P.O. Box 2743, Palm Springs, California 92263, and in the case of the Contractor, to the person at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section. 9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 9.3 Integration; Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 9.4 Severability. In the event that any one or more of the pleases, 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 effect 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. 11 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 parry is bound. IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above. ATTEST: COMMUNITY REDEVELOPMENT AGENCY, CITY OF PALM SPRINGS,,CAL/IFORNIA By: �' °, ,— By: iC`wG Assistant Secretary txecutive Director APPROVED AS TO FORM: RUTAN & TUCKER �At Ag ri y_Auorney CONTRACTOR: RAPH M/DE NIS I� �- 12 EXHIBIT "A" Consultant shall act as Agency's Construction Superintendent on the Agency's Neighborhood Revitalization Program ("NRP"). Consultant shall assist with the implementation of the NRP by performing the tasks outlined in this Exhibit "A". All tasks require Consultant to carefully and repeatedly interact, assist and communicate with homeowners and construction contractors with each step of the NRP implementation process. The scope and extent of Consultant's performance of the following tasks will vary, depending on the needs of each case. Some cases may not reach completion of each stage described in the following tasks, and Consultant acknowledges that it should not proceed with any task before coordinating with and securing the approval of Contract Officer on each case. Consultant shall provide the following services: Task A Preliminary Feasibility Analysis: 1. Contact homeowner to arrange consultation. 2. Consult with homeowner to determine scope of improvements to the property which are necessary and allowable under the following parameters of the NRP: Repairs of structural defects, Abatement of code violations Removal of lead paint, Exterior rehabilitation and/or cleanup, Repairs or installation of an evaporative cooler or air conditioning unit, Repairs or installation of security screen doors, windows, or block walls. 3. Perform rough cost estimate of work. 4. Complete and submit to Contract Officer the Agency Application and Scoring Sheet for each project or potential project. Task B Project Analysis: 1. Consult with homeowner as needed to create detailed estimate (bid) of specifications for each project or potential project, including description of health, safety, State, federal, City Municipal Code and City Zoning requirements and applicable construction schedule acceptable to the Contract Officer; and prepare bid specifications, including all applicable exhibits pursuant to a format and level of detail authorized by the Contract Officer. 2. Facilitate the signing of the construction contract between homeowner and construction contractor using a form agreement approved by the City Attorney, which contract shall include, but not be limited to, terms which specify the following: (1) dispute resolution procedures and requirements consistent with those provided in this Agreement, (2) requirement that progress payments under the construction contract may be retained by the Contract Officer until approval of work by Consultant and the Contract Officer, (3) requirement that the Contract Officer retain ten percent (10%) of the total construction costs and fees under the construction contract until a notice of completion is filed with respect to all 627/0140840012 65326 01.04/19100 construction at a project, and (4) a requirement that the construction contractor maintain insurance policies in amounts and of a types approved by the Contract Officer. Task C Bid Submission: 1. Solicit and invite qualified construction contractors to prepare bids, based on bid specifications. 2. Confer with qualified construction contractors at project property to provide any necessary project descriptions. 3. Collect and review all construction contractor bids for any omissions or necessary corrections, and submit bids to Contract Officer and homeowner. 4. Assist homeowner in the selection of qualified construction contractor from bids. Task D Project Management: 1. Oversee construction by visiting project regularly to verify construction contractor's compliance with bid specifications, construction schedule, and all other pertinent terms of the construction agreement between the homeowner and the construction contractor. Review construction contractor's work to assure compliance with applicable California, federal, and City Codes. Should any portion of the construction contractor's work not be performed pursuant to applicable laws, Consultant shall inform the construction contractor of any required repairs or modifications to assure compliance with such laws. 2. Interface between homeowner and construction contractor to assure cooperation between the parties and homeowner's satisfaction with construction work. 3. Interface between homeowner and Contract Officer regarding project details, progress of construction and construction contractor's compliance with construction contract. 4. Coordinate any necessary construction work changes and additions with construction contractor and homeowner, and secure Contract Officer's approval for same. 5. Mediate any owner and contactor dispute, claim or controversy (collectively "dispute")through the following procedures: A. Within two (2) days of learning of any dispute, Consultant shall meet with the homeowner and construction contractor at the job site to inspect the area that is the subject of any dispute, and obtain all pertinent information from the homeowner and construction contractor regarding the dispute(s). Consultant shall then, within twenty-four (24) hours of his inspection of the job site, determine the appropriate resolution of the dispute based on the terms of the construction contract between the homeowner and construction contractor, including the construction schedule, any applicable provisions of State, federal or City Codes and the bid specifications, and, attempt to clarify and resolve such dispute verbally with each party separately. 627/014084.0012 65326.01 04119100 -2- B. Should Consultant fail to resolve the dispute under paragraph 5.A above, Consultant shall invite the homeowner and construction to each submit to Consultant a written statement explaining his/her respective position regarding the dispute. Such written statement shall be submitted by the homeowner and construction contractor within two (2) days of the invitation by Consultant for submission of written statements, as required under the construction contract. Consultant shall then decide the dispute based on his observations of the job site, the written statements of the parties, as evaluated against the terms of the construction contract between the homeowner and construction contractor, including the construction schedule, any applicable provisions of State, federal or City Codes and the bid specifications. C. Should Consultant fail to resolve the dispute under paragraph 5.B above, Consultant shall prepare a summary of the dispute, explaining any applicable provision of the construction contract, State, federal or City Codes, and the bid specifications and, within two (2) days of his receipt of any information that the procedure under paragraph S.B. failed to resolve the dispute, submit such summary, the separate statements of the parties and any supporting photographs and documents to the Contract Officer. The Contract Officer shall then, within three (3) days of its receipt of such documents from the Consultant, visit the job site to inspect the area that is the subject of the dispute(s), resolve the dispute within two (2) days of such inspection, and inform the Consultant of such decision. The Consultant shall then be required to inform the homeowner and construction contractor of the Contract Officer's decision. The decision of the Contract Officer shall be final. 6, Oversee project closeout by, with the approval of the Contract Officer, approving and recording a Notice of Completion, and making payment of retained �A funds after expiration of the mechanic's lien process. TASK E Draw Inspections: 1. Visit jobsite and review compliance of work with bid specifications, construction contract, and State, federal and City Codes. 2. Review any construction contractor requests to draw funds for reimbursement of costs and fees, and request detailed clarifications from construction contractor of any ambiguous or unexplained cost or fee requests. 3. Determine completion of work sought in construction contractor's draw request, and whether any necessary or preliminary work is required prior to payment of any particular draw request. 4. Submit approved construction contractor's draw request to Contract Officer for payment, providing a detailed explanation of any failure by the construction contractor to comply with applicable California, federal, and City Codes, the bid specifications, construction schedule, and all other pertinent terms of the construction agreement between the homeowner and the construction contractor, including an explanation of the amount of any portion of the payment which should be withheld as a result of such failure(s) by the construction contractor. 627/014094 0012 6532601 a04]9100 —3— EXHIBIT "B" The requirement of a Performance Bond as stated in Section 5.3 of this Agreement is hereby waived. EXHIBIT "B" SPECIAL REQUIREMENTS EXHIBIT "C" For each applicant/project, Contractor shall submit an invoice to an Agency upon completion of Task A for the cost of Task A. The Agency shall pay each invoice within the regular cycle of Agency's accounts payable. For grants through the Neighborhood Revitalization Program (NRP) that are under $5,000.00, the Contractor shall submit a detailed invoice describing elements of Tasks performed. Contractor shall submit such invoice upon completion of all work at the residential unit, unless otherwise approved by Contract Officer in writing. The Agency shall pay such invoice within the regular cycle of Agency's accounts payable. In most cases, Tasks completed on grants and deferred loans over$5,000.00 shall be paid to Contractor through loan or grant proceeds from the respective rehabilitation project upon completion of the respective Task. On any given project, should the rehabilitation project stall or cease to move forward and no loan or grant agreement is executed with the homeowner, the Agency shall pay the Contractor's costs incurred under Tasks B and C within the regular cycle of Agency's accounts payable. Tasks D and E shall be paid from loan or grant proceeds upon the completion of each rehabilitation project. FEE SCHEDULE: Task A One hundred dollars ($100.00) per project. Task B Four hundred to seven hundred dollars ($400-$700), as determined by the following schedule base on project cost: $400 for projects <$5,000.00 $500 for projects up to $10,000.00 $600 for projects up to $20,000.00 $700 for projects>$20,000.00 EXHIBIT "C" SCHEDULE OF COMPENSATION PAGE 1 of 2 627/014084-0001 67181.01 a04/19/00 EXHIBIT "C" Task C Three hundred to six hundred dollars ($300-$600) as determined by the following schedule based on project cost: $300 for projects <$5,000.00 $400 for projects up to $10,000.00 $500 for projects up to $20,000.00 $600 for projects >$20,000.00 Task D Five hundred to two-thousand dollars ($500-$2000) as determined by the following schedule based on project costs: $500 for projects <$5000.00 $1000 for projects up to $10,000.00 $2000 for projects up to $20,000.00 Task E Ninety dollars ($90) EXHIBIT "C" SCHEDULE OF COMPENSATION PAGE 2 OF 2 627/014084-0001 67181.01 a04/19/00 -2- EXHIBIT I'D' The Neighborhood Revitalization Program shall be administered in phases. Each phase shall consist of working with eight files, or homes. The Contractor shall have two (2) weeks to complete Task A, Preliminary Feasibility Analysis, on each phase. For each phase, Task B, Project Analysis, shall be completed within three (3) weeks after Contractor receives notice to proceed from Contract Officer. Depending on the number of files still active within each phase, Task C, Bid Submission, shall take approximately four (4) weeks, but in no event longer than five (5) weeks, unless extended in writing by the Contract Officer. Completion time of Task D, Project Management, is dependant on scope of work involved with each active file and the number of active files within a phase. Typically, a rehabilitation project of$25,000 shall be completed within five (5) weeks, but in no event longer than seven (7) weeks, unless extended in writing by the Contract Officer. Task E, Draw Inspections, will be completed on the same day the Contractor visits each respective job site. EXHIBIT I'D' SCHEDULE OF PERFORMANCE 6271014084-0001 67181.01 a04/19/00 -3- acoRD. CERTIFIC OF LIABILITY INSUI`►NC� KT DATE /19 0 ER10 0419/02 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Jonathan M. Corbett Insurance HOLDER.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR License # 0684379 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 623 Seventh St. Davis CA 95616 Phone: 530-758-5764 Fax:530-758-5982 INSURERS AFFORDING COVERAC��7V,,lt,.' INSURED INSURER Environmental & Casual63d' ;- INSURER B: International Holding INSURER 15149 Foothill Blvd. INSURER Fontana CA 92335 INSURER E COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED,NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES,AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LTR DATE MMIODIYY DATE MM/DDM LIMITS GENERAL LIABILITY EACH OCCURRENCE S 1,000,000 A X COMMERCIAL GENERAL LIABILITY CGL563252 04/12/01 04/12/02 FIRE DAMAGE(Any one re) S50,000 CLAIMS MADE [�] OCCUR MED ESP(Any one person) S 1,000 PERSONAL&ACV INJURY S1,000,000 GENERAL AGGREGATE $ 1,000,000 GEHL AGGREGATE LIMIT APPLIES PER PRODUCTS-COMP/OP AGG $ 1,000,000 X ECT POLICY PRO- LOD AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ ANY AUTO (Ea accident) ALL OWNED AUTOS BODILY INJURY S SCHEDULED AUTOS (Per person) HIRED AUTOS BODILYINJURY $ NON-OWNED AUTOS (Perraccedeaccidenp PROPERTY DAMAGE $ (Peracc,denl) GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANYAUTO OTHERTHAN EA ACC S AUTO ONLY' AGG $ EXCESS LIABILITY EACH OCCURRENCE S OCCUR ❑ CLAIMS MADE AGGREGATE $ DEDUCTIBLE $ RETENTION $ $ TH- WORKERS COMPENSATION AND TORV LIMITS ER EMPLOYERS'LIABILITY E.L.EACH ACCIDENT S EL DISEASE-EA EMPLOYEE $ E.L.DISEASE-POLICY LIMIT S OTHER DESCRIPTION OF OPERATIONSILOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS Certificate holder is named insured per attached form CG2010 10/93. 10 days notice will be given for non payment premium. CERTIFICATE HOLDER Y I ADDITIONAL INSURED;INSURER LETTER: A CANCELLATION R.M.D-1 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN R.M. DENNIS C/O PALM SPRING NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL ATTN: Ralph Dennis P.O. Box 2743 IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR Palm Spring CA 92263 REPRESENTATIVES. ACORD 25-S(7197) ©ACORD CORPORATION 1988 ® 0 POLICY NUMBER: CGL563252 COMMERCIAL GENERAL LIABILITY CG 20 10 10 93 Named Insured: International Holding 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: R.M.DENNIS CITY OF PALM SPRINGS (If no entry appears above,information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) WHO IS AN INSURED (Section II)is amended to include as an insured the person or organization shown in the Schedule,but only with respect to liability arising out of your ongoing operations performed for that insured. CG 20 10 10 93 Copyright,Insurance Services Office,Inc. 1992 Page 1 of 1 ENVII&NMENTAL & CASUALTYOS. CO. �NEU CANCELLATION NOTICE TO ALL INSUREDS,ADDITIONAL INSURED AND LOSS PAYEES NAMED IN SAID POLICY YOU ARE HEREBY NOTIFIED THAT POLICY NUMBER CGL572036-01 ISCANCELL - iT D EFFECTIVE September 25, 2000 AT 12:01 A.M. STANDARD TIME AND THAT ALL INNS A WT( Fx MONTH DAY YEAR P�`✓" " SHALL CEASE AND TERMINATE AT AND FROM THAT DATE. DATE OF MAILING September 12, 2000 PLACEOFMAILING SAN DIEGO C GENERAL AGENT LONDON AMERICAN GENERAL AGENCY,INC. PRODUCINGAGENT ORR & ASSOCIATES INSURANCE SERVICES AUTHO ZED PRESENTATIVE LOSS PAYEE OR ADDITIONAL INSURED & ADDRESS Ay '� NO PIGEASE CON TAC R AGENT IMMEDIATELY CITY OF PALM SPRINGS COMMUNITY REDEVELOPMENT IF YOU IIACE ANY QUESTI,y 5CONCERNING P.O. BOX 2743 THIS NOTICE ! ""6 PALM SPRINGS, CA 92263 f�l ll „ �'' X NONPAYMENT ❑OTHER LS Reference\Account #: '�* G �. REASON: Any premium due the Named Insured, if not tendered herewith,will be refunded in accordance with the policy provisions or ,; ✓o\ on demand of the Named Insured. 1 10 NAMED INSURED & ADDRESS R M DENNIS GENERAL CONTRACTOR I RALPH DENNIS, DBA: 68100 RAMON RD. , SUITE A2 CATHEDRAL CITY, CA 92234 ❑In compliance with the Fair Credit Reporting Act(Public Law 91-508),you are hereby informed that the action taken above is being taken wholly or partly because of information contained in a consumer report form the following consumer reporting agency NAME ADDRESS ANOI 7/87 ADDITIONAL INSURED/LOSS PAYEE COPY