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HomeMy WebLinkAbout04485 - SITE DESIGN GROUP SKATE PARK MO7052 Page: 5 Report: Expired Contracts: Oldest Date= / / and XREF = ENGINEERING -Summary October 22, 2003 Contract Number Description Approval Date Expiration Date Closed Date A4484 Phase II Indian/Baristo Assessment, 4-26-02 04/26/2002 06/01/2002 Contractor :Earth Systems Southwest Insurance Status: Certificate and Policies are OK XREF: ENGINEERING (� Service: In File A4485 Swim Center Renovation &Skate Park Construction 04/24/2002 04/01/2003 Contractor :Site Design Group Insurance Status: G(G1 e L XREF: ENGINEERING Service: In File A4486 1-10 & Palm Drive/gene Autry Trail, Aesthetic Treatment 04/24/2002 04/01/2003 Contractor:Parsons Brinckerhoff Insurance Status: XREF: ENGINEERING Service: In File A4522-1 Change Order#6 Tahquitz Cyn Way Signal Interconnect 05/21/2003 07/01/2003 Contractor:D B X, Inc. Insurance Status: XREF: ENGINEERING / ' / ' Service: In File L A4533 W W T P Boundary Survey, C. P. 02-07 06/10/2002 12/01/2002 Contractor:The Keith Companies Insurance Status: XREF: ENGINEERING Service: In File A4569 Plan Check Services 09/18/2002 09/01/2003 Contractor:Engineering Resources Insurance Status: Certificate and Policies are OK XREF: ENGINEERING Service: In File A4594 Sunrise Way Traffic Signal Interconnect 11/26/2002 10/01/2003 Contractor:Steiny And Company Insurance Status: XREF: ENGINEERING Service: In File • • Site Design Group Skate Park Construction AGREEMENT #4485 M07052, 4-24-02 CITY OF PALM SPRINGS CONTRACT SERVICES AGREEMENT FOR Design Development and Construction Observation Services for the Palm Springs Swim Center Renovation & Skate Park Construction THIS CQNTRACT SERVICES AGREEMENT (herein "Agreement"), is made and entered into this 5�day of 200.1, by and between the CITY OF PALM SPRINGS, a municipal corporation, (herein "City") and Site Design Group, Inc., (herein "Contractor"). (The term Contractor includes professionals performing in a consulting capacity.) The parties hereto agree as follows: 1.0 SERVICES OF CONTRACTOR 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, the Contractor shall provide those services specified in the "Scope of Services" attached hereto as Exhibit "A and incorporated herein by this reference, which services may be referred to herein as the "services" or "work" hereunder. As a material inducement to the City entering into this Agreement, Contractor represents and warrants that Contractor is a provider of first class work and services and Contractor is experienced in performing the work and services contemplated herein and, in light of such status and experience, Contractor covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be of good quality, fit for the purpose intended. For purposes of this Agreement, the phrase highest professional standards shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. 1.2 Contractor's Proposal. The Scope of Service shall include the Contractor's proposal or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern. 1.3 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency having jurisdiction in effect at the time service is rendered. 1.4 Licenses Permits Fees and Assessments. Contractor shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Contractor's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City against any such fees,assessments,taxes penalties or interest levied, assessed or imposed against City hereunder. 1.5 Familiarity with Work. By executing this Contract, Contractor warrants that Contractor(a) has thoroughly investigated and considered the scope of services to be performed, (b) has carefully considered how the services should be performed, and (c) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Contractor warrants that Contractor has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Contractor discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Contractor shall Site Design GroupAgnnt05-15.wpd immediately inform the City of such fact and shall not proceed except at Contractor's risk until written instructions are received from the Contract Officer. 1.6 Care of Work. The Contractor shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers,documents, plans,studies and/or other components thereof to prevent losses ordamages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence. 1.7 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. 1.8 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Contractor, incorporating therein any adjustment in (i)the Contract Sum, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor. Any increase in compensation of up to five percent (5%) of the Contract Sum or $25,000; whichever is less, or in the time to perform of up to one hundred eighty (180) days may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively must be approved by the City Council. It is expressly understood by Contractor that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services or reasonably contemplated therein. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefore. 1.9 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit "B" and any other provisions of this Agreement, the provisions of Exhibit "B" shall govern. 2.0 COMPENSATION 2.1 Contract Sum. For the services rendered pursuant to this Agreement, the Contractor shall be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit"C" and incorporated herein by this reference, but not exceeding the maximum contract amount of one hundred sixty-two thousand five hundred Dollars, ($162,500.00) (herein "Contract Sum"), except as provided in Section 1.8. The method of compensation may include: (i) a lump sum payment upon completion, (ii) payment in accordance with the percentage of completion of the services, (iii) payment for time and materials based upon the Contractor's rates as specified in the Schedule of Compensation, but not exceeding the Contract Sum or (iv) such other methods as may be specified in the Schedule of Compensation. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expense, transportation expense approved by the Contract Officer in advance, and no other expenses and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Contractor at all project meetings reasonably deemed necessary by the City; Contractor shall not be entitled to any additional compensation for attending said meetings. 2.2 Method of Payment. Unless some other method of payment is specified in the Schedule of Compensation, in any month in which Contractor wishes to receive payment, no later than the first (1 st)working day of such month, Contractor shall submit to the City in the form approved by the City's Director of Finance, an invoice for services rendered prior to the date of the Site Design GroupAgmt05-15.wpd 2 invoice. Except as provided in Section 7.3, City shall pay Contractor for all expenses stated thereon which are approved by City pursuant to this Agreement no later than the last working day of the month. 3.0 PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. Contractor shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit "D", if any, and incorporated herein by this reference. When requested by the Contractor, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively. 3.3 Force Maieure. The time period(s)specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather,fires,earthquakes,floods, epidemics, quarantine restrictions, riots, strikes,freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Contractor shall within ten(10)days of the commencement of such delay notifythe Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Contractor be entitled to recover damages against the City for any delay in the performance of this Agreement,however caused,Contractor's sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term. Unless earlier terminated in accordance with Section 7.8 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1)year from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit "D"). 4.0 COORDINATION OF WORK 4.1 Representative of Contractor. The following principals of Contractor are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: Michael McIntyre 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 Site Design GrcupAgmt05-15.wpd 3 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 consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor. 5.0 INSURANCE, INDEMNIFICATION AND BONDS 5.1 Insurance. The Contractorshall procure and maintain,at its sole costand expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance: (a) Commercial General Liability Insurance. A policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of a least $1,000,000 bodily injury and property damage including coverages for contractual liability, personal injury, independent contractors, broad form property damage, products and completed operations.The Commercial General Liability Policy shall name the City of Palm Springs as an additional insured in accordance with standard ISO additional insured endorsement form CG2010(1185) or equivalent language. The Commercial General Liability Insurance shall name the City, its officers, employees and agents as additional insured. Site Design GroupAgmt05-15.wpd 4 9 (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 liabty insurance written on a per occurrence basis with a single limit liability in the amount of $1,000,000 bodily injury and property damage, Said policy shall include coverage for owned, non-owned, leased and hired cars. (d) Additional Insurance. Additional limits and coverages, which may include professional liability insurance, will be specified in Exhibit B. All of the above policies of insurance shall be primary insurance. (Reference Section 5.4 regarding sufficiency.) The insurer shall waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents, and their respective insurers. In the event any of said policies of insurance are canceled, the Contractor shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Contractor has provided the City with Certificates of Insurance, endorsements or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance, endorsements, or binders are approved by the City. The contractor agrees that the provisions of this Section 5.1 shall not be construed as limiting in any way the extent to which the Contractor may be held responsible for the payment of damages to any persons or property resulting from the Contractor's activities or the activities of any person or person for which the Contractor is otherwise responsible. In the event the Contractor subcontracts any portion of the work in compliance with Section 4.3 of this Agreement the contract between the Contractor and such subcontractor shall require the subcontractor to maintain the same polices of insurance that the Contractor is required to maintain pursuant to this Section. 5.2 Indemnification. Contractor agrees to indemnify the City, its officers, agents and employees against, and will hold and save them and each of them harmless from, any and all actions,suits,claims,damages to persons or property, losses,costs, penalties,obligations, errors, omissions or liabilities, (herein claims or liabilities )that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities of Contractor, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the negligent acts or omissions of Contractor hereunder,or arising from Contractor's negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, 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) Contractorwill promptly pay anyjudgment rendered againstthe City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Contractor hereunder; and Contractor agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City,its officers,agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other Site Design GroupAgmt05-15.wpd 5 0 claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. 5.3 Performance Bond. Concurrently with execution of this Agreement, Contractor shall deliver to City a performance bond in the sum of the amount of this Agreement, in the form provided by the City Clerk, which secures the faithful performance of this Agreement, unless such requirement is waived by the Contract Officer. The bond shall contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his power of attorney. The bond shall be unconditional and remain in force during the entire term of the Agreement and shall be null and void only if the Contractor promptly and faithfully performs all terms and conditions of this Agreement. 5.4 Sufficiency of Insurer or Suretv. Insurance or bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, unless such requirements are waived by the City Manager or designee of the City ("City Manager") due to unique circumstances. In the event the City Manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Contractor agrees that the minimum limits of the insurance policies and the performance bond required by this Section 5 may be changed accordingly upon receipt of written notice from the City Manager or designee; provided that the Contractor shall have the right to appeal a determination of increased coverage by the City Manager to the City Council of City within ten (10) days of receipt of notice from the City Manager. 6.0 REPORTS AND RECORDS 6.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Contractor hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Contractor is providing design services, the cost of the project being designed,Contractorshall promptly notifythe Contract Officerof said fact,circumstance,technique or event and the estimated increased or decreased cost related thereto and, if Contractor is providing design services,the estimated increased or decreased cost estimate forthe project being designed. 6.2 Records. Contractor shall keep, and require subcontractors to keep, such books and records as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. 6.3 Ownership of Documents. All drawings, specifications, reports, records, documents and other materials prepared by Contractor, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials hereunder. Any use of such 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 Site Design GroupAgmt05-15.wpd 6 Contractor, and the City shall indemnify the Contractor for all damages resulting therefrom. Contractor may retain copies of such documents for its own use. Contractor shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom. 6.4 Release of Documents. The drawings, specifications, reports, records, documents and other materials prepared by Contractor in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 7.0 ENFORCEMENT OF AGREEMENT 7.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this'Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 7.2 Disputes. In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefor. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10) days of service of such notice and completes the cure of such default within forty-five (45) days after service of the notice, or such longer period as may be permitted by the injured party; provided that if the default is an immediate danger to the health,safety and general welfare,such immediate action may be necessary. Compliance with the provisions of this Section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City's or the Contractor's right to terminate this Agreement without cause pursuant to Section 7.8. 7.3 Retention of Funds. Contractor hereby authorizes City to deduct from any amount payable to Contractor (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder orwhich 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 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. Site Design GroupAgmt05-15 wpd 7 0 0 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$ zero ($0.00) as liquidated damages for each working day of delay in the performance of any service required hereunder, as specified in the Schedule of Performance (Exhibit"D"). The City may withhold from any monies payable on account of services performed by the Contractor any accrued liquidated damages. 7.8 Termination Prior to Expiration Of Term. This Section shall govern any termination of this Agreement except as specifically provided in thefollowing Section for termination for cause. The City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days' written notice to Contractor, except that where termination is due to the fault of the Contractor, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Contractor reserves the right to terminate this Agreement at any time upon, with or without cause, upon sixty (60) days' written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Contractor may determine. Upon receipt of any notice of termination, Contractor shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Contractor has initiated termination, the Contractor shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Contractor has initiated termination, the Contractor shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section,the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2. 7.9 Termination for Default of Contractor. If termination is due to the failure of the Contractor to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Contractor shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Contractor for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 7.10 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any 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. Site Design GroupAgmt05-15.wpd 8 0 8.2 Conflict of Interest. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. The Contractor warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 8.3 Covenant Against Discrimination. Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming underorthrough them,thatthere shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the performance of this Agreement. Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin, or ancestry. 9.0 MISCELLANEOUS PROVISIONS 9.1 Notice. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer, CITY OF PALM SPRINGS, P.O. Box 2743, Palm Springs, California 92263, and in the case of the Contractor, to the person at the address 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. Site Design GnoupAgmt05-15.wpd 9 IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above. CITY OF PALM SPRINGS ATTEST: nn a municipal corporation �- 12 , City Clerk City Manager APPROVED AS TO FORM: By: ,�I i�IKU'VL V NV` hik vt`I IW G`W."41L 1. City Attorney obi obi CONTRACTOR: Check one _Individual_Partnership ,Corporation 1Y ��a Corporatons require two notarized signatures: Onefrom each of the following: A. Chairman of Board, Presidert,or any Vice President:AND B Secretary, Assistant Secretary,Treasurer,Assistant Treasurer,or Chief Financial Officer). By: a: By: Signature�rized) Signature (notarized) Name: Mlu-tplEL e ,1 e.1^r�Tt-r.t _ Name: Title: Par--2i(P4),H" ft Title: �jz17�1A Slate of� r,.u— Slate of County of L O9 PL-o Iss County of Iss Ons�y-/✓0' beforeme, b:lbznp i. CJg •4r},eT On before me, personally appeared J-n;c j..9,e/ )L' n Sin i,�r--- personally appeared personally known to me (or proved to me on the bass of personally known to me (or proved to me on the basis of satisfactory evidence)to be the persons)whose name(s)is/are satisfactory evidence)to be the person(s)whose name(s)is/are subscribed to the within instrument and acknowledged to me subscribed to the within instrument and aclnowledged to me that he/she/they executed the same in his/her/their authorized that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/ha/their signatures) on the capacity(ies), and that by his/her/ther signature(s) on the instrument the persons),or the entity upon behalf ofwhich the instrument the person(s),or the entity upon behalf ofwhich the persons)acted, execUed the inshument. person(s)acted, executed the instrument. WITNESS my hand and official seal. WITNESS my hand and official seal. Notary Signal ture: j��� -1��`7��=L Notary Signature: Notary Seal: Notary Seal: -- ,,,� 4..AIMPN CHARTIER Notary Public - Arizona Maricopa County w � My Commission Expires May 28, 2005 EXHIBIT "A" SCOPE OF SERVICES Palm Springs Swim Center Renovation & Skate Park Construction Design Development through Construction Observation Project Objective In general terms,the project involves, but is not limited to, remodeling and upgrading of the existing mechanical systems of the swim center, incorporating new filtration, chemical treatment, heating systems and other appurtenances, as necessary, to comply with current regulations; constructing a state-of-the-art 25,000 to 30,000-square-foot concrete skate park with lighting, landscaping, and sound systems adjacent to the swim center; and constructing a new building structure to service the needs of both the skate park and swim center, all within a proposed construction budget of $1,500,000. Contractor shall provide the following services: Task 1 Design Development Task 1.1 Concept Plans. Contractor shall review the Schematic Design package and most recently approved conceptual drawings and/or renderings previously submitted to the City for conceptual review and approvals. The Contractor shall incorporate comments from City staff, various City Commissions, City Council, and the public and revise the schematic design package and conceptual drawings/renderings as necessary. Task 1.2 Architectural Review. Contractor shall prepare and assemble all required plans and exhibits necessary to proceed through the Major Architectural Application (MAA) process through the Planning Department. The Contractor shall prepare professional architectural and landscape drawings and detailed site plans,and shall provide and include all pertinent and required information as indicated in the MAA forms available in the Planning Department. Improvements subject to review through the MAA process include all skate park improvements and associated landscaping and lighting, and any modifications of existing buildings and construction of new buildings and all associated architecture. The Contractor shall be expected to submit all required information for the MAA process and to revise and resubmit any related plans and drawings as a result of comments received from the following: Development Committee, Design Review Advisory Committee, and Planning Commission. Task 1.3 Final Concept Approval. Contractor shall finalize all conceptual drawings and renderings, landscaping and lighting plans, architectural plans, and detailed site plans as required following the MAA process. The Contractor shall be responsible for facilitating an MAA approval of this project from the Planning Commission. Task 2 Plans. Specifications & Estimate (PS&E) General. Contractor shall provide the City with "Construction Documents", consisting of plans, specifications and an Engineer's Estimate of cost, for construction of the Skate Park and Swim Center improvements. This project consists of three general scopes of work, including: Skate Park Improvements (including landscaping, lighting, site work and all appurtenant improvements); Recreation/Facility Building Improvements(including modification/renovation of existing building(s) and construction of new building and park entry); and Swim Center Mechanical Improvements (including newfiltration, chemical treatment,and heating systems with construction of appurtenant facilities and buildings necessary to contain new systems). Plans shall include, but not be limited to: Demolition, Grading & Drainage, Utilities, Electrical, Mechanical & Plumbing, Architectural & Building (Structural), Skate Park Layout/Configuration & Construction Engineering, Irrigation & Landscaping, Lighting, Sound System, Detail Sheets, etc. Contractor shall coordinate with the Planning & Building Department for Architectural, Mechanical/Electrical, and Building (Structural) Site Design GroupAgmt05-15.wpd 11 plan check review and approvals; and shall coordinate with the Public Works & Engineering Department for site grading,drainage, irrigation,and landscaping plan check review and approvals. Task 2.1 Base Plans. Contractor shall provide to the City for review and comment base plans that will represent and reflect all previously submitted comments from the public, the various City committees and Commissions, and City Council, that will be used to prepare the construction documents. City shall review the base plans, consisting of, but not limited to: Demolition, Grading & Drainage; Architectural and related Engineering; Skate Park Improvements and related Engineering; Swim Center Improvements and related Engineering; and Irrigation, Landscaping & Lighting Task 2.2 30% Submittal. Plans. Contractor shall provide to the City for review and comment the base plans, representing 30% completion of the Construction Documents. Engineer's Estimate. Contractor shall provide a preliminary estimate based on approximate quantities and historical construction costs for similar projects. Utility Coordination. Contractor shall provide the 30% submittal to all impacted utilities and shall begin formal coordination to relocate or modify impacted utilities, including coordination required to obtain electrical, water and other utility service connections, as necessary to facilitate the proposed improvements. Task 2.3 65% Submittal. Plans. Contractor shall revise the 30% submittal (plans and engineer's estimate) to reflect all City comments and shall provide to the City for review and comment plans representing 65% completion of the Construction Documents. Special Provisions. Contractor shall prepare and provide to the City for review and comment contract specifications and special provisions for the project, using "boiler plate" documents provided by the City. Utility Coordination. Contractor shall provide the 65% submittal to all impacted utilities and shall continue coordination required to obtain electrical,water and other utility service connections, as necessary to facilitate the proposed improvements. Engineer's Estimate. Contractor shall provide a detailed estimate of cost based on the 65% submittal. Task 2.4 90% Submittal. Plans. Contractor shall revise the 65% submittal (plans and engineer's estimate) to reflect all City comments and shall provide to the City for review and comment plans representing 90% completion of the Construction Documents. Utility Coordination. Contractor shall provide the 90% submittal to all impacted utilities and shall continue coordination required to obtain electrical,water and other utility service connections, as necessary to facilitate the proposed improvements. Engineer's Estimate. Contractor shall provide a detailed estimate of cost based on the 90% submittal. Task 2.5 100% Submittal. Plans. Contractor shall revise the 90% submittal (plans and engineer's estimate) to reflect all City comments and shall provide to the City for review and comment plans representing 100% completion of the Construction Documents. Site Design GroupAgnnt05-15 wpd 12 Engineer's Estimate. Contractor shall provide a detailed estimate of cost based on the 100% submittal. Final Utility Coordination. Contractor shall finalize all agreements in writing with all impacted utilities. Notice shall be formally given of the City's intent to advertise the project for construction. Task 2.6 Final Approval Submittal. Contractor shall revise the 100% submittal (plans, contract specifications and special provisions, and engineer's estimate)to reflect all previous comments. Contractor shall provide an original set of mylar plans to the City for signature; and shall provide a clean copy of the contract specifications and special provisions, stamped and signed by the Contractor, to the City for signature. An electronic copy of plans in an approved format shall be provided. Contract specifications and special provisions shall be provided and an engineer's estimate shall be provided to the City. Task 3 Bid Phase Task 3.1 Pre-Bid Meeting. Contractor shall attend and coordinate a pre-bid meeting to be scheduled in advance of the bid opening date and to occur at the project site. The Contractor shall monitor the meeting and field all questions asked by bidders. Minutes of the pre-bid meeting shall be prepared and distributed by the Contractor to attendees within two days following the meeting. Task 3.2 Bidding Interpretations. Contractor shall review and respond to all inquiries and questions relating to plans and specifications during construction bidding. Discrepancies, errors or omissions within the plans and specifications shall be addressed by the Contractor through the issuance of addenda, prepared by the Contractor, and issued by the City. Task3.3 Contractor Pre-Qualifications. Contractor shall review all construction contractor qualifications and shall determine applicable and appropriate pre-qualifications required for the project. Task 3.4 Bid Review&Analysis. Contractor shall attend the Bid Opening and obtain copies of submitted bids for review and analysis. Comparison of construction bids with the final engineer's Estimate shall be performed. Analysis of submitted bids shall be conducted, and discrepancies and construction bid cost-overruns shall be determined. The Contractor, in consultation with the City, shall determine if construction bids are acceptable, or recommend re-bidding, as necessary. Task 4 Construction Phase Task 4.1 Pre-Construction Meeting. Contractor shall attend and coordinate a pre- construction meeting to be scheduled in advance of a "Notice to Proceed". The Contractor shall monitor the meeting and field all questions asked by the construction contractor. Minutes of the pre-construction meeting shall be prepared and distributed by the Contractor to attendees within two days following the meeting. The Contractor shall receive, review, approve and/or deny any and all shop-drawings and "or-equal" submittals, and coordinate with the construction contractor all pre-construction approvals required for the project. Task 4.2 Construction Monitoring. Contractor shall provide a minimum of three site visitations per week to observe construction progress and quality of construction, and to determine conformance of construction with project specifications. Contractor shall coordinate timing of required inspections with the construction contractor and the City Planning & Building Department, Public Works & Engineering Department, utility companies, and other agencies as required for the project. Daily observations shall be provided in weekly reports to the City Engineer. Task 4.3 Construction Inspections. Contractor shall provide daily, direct, on-hand construction inspections during concrete forming and installation of skate park Site Design GroupAgmt05-15.wpd 13 0 10 improvements to ensure construction in conformance with project specifications. The Contractor shall coordinate the timing of all construction related to the concrete elements and improvements within the interior of the skate park, and shall be responsible for approving or denying acceptable construction, including review and approvals or denials of construction materials and fabrication of the skate park features. Construction inspections provided by the Contractor shall not be construed to be a substitute for inspections required of and performed by the Public Works and Engineering, and Planning and Building Departments. Task 4.4 Contract Administration. Contractor shall review and approve or deny all pay requests and change orders, and shall forward all approved pay requests and change orders to the City Engineer for further action. The Contractor shall be responsible for monitoring the construction contractor throughout construction of the project and to determine conformance with contract specifications, and all applicable local, state, or federal laws and regulations. Task 4.5 Project Close-Out. Contractor shall coordinate with the City all preliminary and final construction inspections, including 30-day, 60-day and 90-day landscape maintenance inspections. Contractor shall prepare all necessary"punch-lists" and coordinate with the construction contractor review and approval of all punch-list corrections. Contractor shall advise the City Engineer and shall recommend approval of substantial completion when necessary. The Scope of Services shall be modified as follows: A. Field and topographic survey of existing site conditions as provided by McGee Surveying shall be assumed to be accurate and complete; neither Site Deisgn Group nor its consultants shall undertake a separate verification of the survey. B. The cost of performing geo-technical investigation shall be the responsibility of the City of Palm Springs, C. The cost of performing materials testing shall be the responsibility of the City of Palm Springs. Site Design GroupAgmt05-15.wpd 14 EXHIBIT "B" SPECIAL REQUIREMENTS Contractor has been hired to perform the services described in the Agreement, which include the creation of one or more designs, drawings, or plans ("Designs") . Contractor acknowledges that City has budgeted the amount of one million five hundred thousand dollars($ 1,500,000.00)forthe construction phase of the Project("Project Budget"). Contractor shall be responsible to do Project estimating to create Designs which will enable the Project to be constructed within an amount which shall not exceed the Project Budget by more than ten percent (10%). In the event that City solicits bids for construction of the Project, as such Project has been designed by Contractor, and the lowest responsible bid exceeds the Project Budget by more than ten percent(10%), Contractor agrees to revise the previous Designs, or to create new Designs, at no additional cost to City, so that a new price can be negotiated or the Project can be rebid so that the Project does not exceed the Project Budget by more than ten percent (10%). Notwithstanding the foregoing, Contractor is not responsible for changes in the Project scope initiated by City and all such changes shall include appropriate mutually agreed changes to the Project Budget. Section 4.3 Prohibition Against Subcontracting or Assignment: The Contractor may subcontract with Interactive Design and Versar Engineering. Section 5.2 Indemnification: This entire section is hereby replaced with the following: 5.2 City Held Harmless - General Liability: Except for the sole negligence of City, Contractor undertakes and agrees to defend, indemnify and hold harmless City, and any and all of City's Boards, officers, employees, and successors in interest, from and against all suits and causes of action, claims, losses, demands and expenses, including but not limited to, reasonable attorney's fees and reasonable costs of litigation, damages or liabilities of any nature whatsoever, for death or injury to any person, including Architect's employees and agents,orfordamage to,ordestruction of, any property of either part hereto, or of third persons, in any manner to the extent arising by reasons of the acts or omissions in the performance of this Agreement on the part of Contractor, or any of Contractor's subcontractors, employees, or anyone for whom Contractor has obligated itself under this Contract, whether or not contributed to by any act or omission of City or any of the City's Boards, officers or employees. 5.25 City Held Harmless - Professional Liability: Contractor undertakes and agrees to indemnify and hold harmless City, and any and all of City's Boards, officers and employees from and against all losses and expenses, including, but not limited to, reasonable attorney's fees and reasonable costs of litigation, damages or liability of any nature whatsoever, for death or injury to any person, including Contractor's employees and agents, or for damage to, or destruction of, any property of third persons, in any manner to the extent caused by the negligent acts or omissions in performance of the professional services under this Agreement on the part of Contractor. All required insurance coverages and limits are, and shall be, subject to availability on the open market, at reasonable cost(s) as determined by the City and mutually agreed upon by the parties. The non-availability or non- affordability of any coverage(s) must be documented in writing from Contractor's insurance representative. Section 5.3 Performance Bond: The requirement of Section 5.3 for a performance bond is hereby waived. Site Design GroupAgrnt05-15.wpd 15 EXHIBITS and "D"— SCHEDULE OF COMPE*TION and SCHEDULE OF PERFORMANCE Palm Springs Swim Center&Skate Park Design Development through Construction Observation Task to be Performed Percentage Dollar Value Days to Value Complete Task 1: Design Development 1.1 Concept Plans 80% $50,928.00 40 1.2 Architectural Review 10% $ 6,366.00 10 1.3 Final Concept Approval 10% $ 6, 366.00 10 Task 1 Totals: 100% $63, 660.00 Task 2: Plans, Specifications and Estimates (PS&E) 2.1 Base Plans 5% $ 2,368.00 15 2.2 30% Submittal 10% $4,736.00 15 2.3 65% Submittal 10% $4,736.00 15 2.4 90% Submittal 30% $14,208.00 20 2.5 100% Submittal 40% $18,944.00 20 2.6 Final Approval Submittal 5% $2,368.00 5 Task 2 Totals: 100% $47,360.00 Task 3: Bid Phase 3.1 Pre-Bid Meeting 30% $ 906.00 5 3.2 Bidding Interpretations 30% $ 906.00 30 3.3 Contractor Pre-Qualifications 20% $ 604.00 15 3.4 Bid Review&Analysis 20% $ 604.00 10 Task 3 Totals: 100% $3,020.00 Task 4: Construction Phase 4.1 Pre-Construction Meeting 10% $ 3,601.50 1 4.2 Construction Monitoring 20% $ 7,203.00 60 4.3 Construction Inspections 40% $14,406.00 90 4.4 Contract Administration 20% $ 7,203.00 90 4.5 Project Close-Out 10% $ 3,601.50 15 Task 4 Totals: 100% $36,015.00 Design/Construction Observation Total: 100% $150,055.00 Reimbursables: $12,445.00 Contract Total: $162,500.00 Work periods (or time of completion) listed for Tasks identified herein shall exclude any lengths of time portions of the Work are submitted to the City for review and approval, with those periods of time calculated from the date received by the City`to the date returned to the Contractor. Site Design GroupAgmt05-15.wpd 16 =xP 3i'iEJ AZ CURPTCtflH�MISStUN rio NOT PUBLISH ARnCjXS OF INCORPORATT N THYS SEC=ON ARTICLE ; OF bPR 4 29 @ ,g9 The corporate q name must l APpR corporate _ ..- ending which (An Arizona Business Corporation) may be "corporation, "association, I. Name. The name of the Corporation is y,tY� [,,,r� GCrtoc�P t�� "company, "1ima.ted," "incorpoCated 11 or an 2 Puroose abbreviation of any of these words. The purpose for which this Corporation is organized is the transaction of any or all lawfw business If you are For which corporations may be incorporated under the laws of Arizona, as they may be amended uhe holder or assignee of a from time to time. tzadename or tradetuarR, attach 3. f»j j Bnsl=. Declaration of Tradename The Corporation initially intends to conduct the business of Holder form. j�brlNl� Lan r�ni�nz —rl CAI ARTICT,r.3 The name cannot imply that the corpomrlon is organized for any purpose other than the intdal business indicated in thm atticic. a.RTTCI,I;a 4. Authorized Caoi al. Tlu toml number of authorized shares The Corporation shall have authority to issue 1 f 5 0 J shares of Common cannot be"Zero"or , 'Not Applicable." Stock, ARTICLE 5 5, Kyzown Place of Business. (in Arizona) Mav be in care of the statutory agent The street address of the known place of business of the Corporation is.- AR.TICI..E 6 6. S_ta rtory A (In Arizona) The statutory agent . sddr s c&nnol be a The name and address of the statutory agent of the Corporation is: P O.Box It must be a physipat address in Arizona. The agent must sign the Articles �d--.� 7T� i�'W'(T L•"t'�'^ or provide a cpnaent to acceptanccoe GL�aT aS„zi51GlIP apooinnncnc I - Z d Z6L9 V68 ©OV dl D NJIS30 31I5 NOL:H WVVZ°dt ZOQZ-VZ-S t)O NOT PUBLISH ']_ Board of Di>(• 'Orc THIS SECTION ' A minimum of l The initial board of directors shall consist of�_director(s). The name(s) and address(es) of the e O is(are) director(s)director tg rcquircd. p rson s who is are to serve as the directo s untiI the first annual meeting of shareholders or until his(her)(their) successor(s) is(are) elected and qualifies is(are): Marne: M1c.H6'E=!� 2- j-'tm=�TY YJG Address: City,stato.zip, GIUSE-��' � A:7- 45tF2Jlo Name: Address: Ciry,State,Zip: The number of persons to serve on the board of directors thereafter shall be fixed by the Bylaws. 8. Incar-oorators_ The names) and address(es) of the incorporator(s) is(are): Name: L I A- ,. nddrcss: g3.1 '� st City,state,Zip: ' sR-T" 47- OG-Z_Jlg _ ARTICLE s All powers, duties and responsibilities of the incorporators shall cease at the time of delivery of A mmtmum of I incorporator is these Articles of Incorporationn to the Arizona Corporation Commission. mcluucd. All incorporators muse ststr both the Amcics 9. f_ndemnification of nfficerc Directors Fm lov QS and Agente. ofIncorporanon and tt,c Certificate of The Corporation shall indemnify any person who incurs expenses or liabilities by reason of the Disclosure, fact he or she is or was an officer, director, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership,joint venture, trust or other enterprise. This indemnification shall be mandatory in all circumstances in which indemnification is permitted by law. IQ. Limitation of Liability, To the fullest extent permitted by the Arizona Revised Statutes, as the same exists or may hereafter be amended a director of the Corporation shall not be Gable to the Corporation or its stockholders for monetary damages for any action taken or any failure to take any action as a director. No repeal, amendment or modification of this article, whether direct or indirect, shall eliminate or reduce its effect with respect to any act or omission of a director of the Corporation occurring prior to such repeal, amendment or modification. 8 d 76L9 V68 08V dFlMJE) NDIS34 31IS NOJ3 Nb'VZ=aI ZOBZ-VZ-S DID NOT PUBLISH EXECUTED this� day of bQ l 19'I'l by all of the THIS SECTION incorporators. 1 Phone and fax Signed: numbers amopdonal v t-A INrryt Z~ (Print Name Here) (Print Name t ferel PHONE�La2Q 5o'l-s14gS FAX ( rrLl �Jofl` TlK aecnr may Acceptance of Appointment By Statutory Agent consent To the appomancnt by ctthcr cxx=ng The consent, The undersigned hereby acknowledges and accepts the appointment as statutory agent of the atmchmg a cover above-named corporation effective this 61 day of kr,7 � , 19�_�,. lencr,or if paying by check.axccuTing the Check. Signed 6. G [Priaat Name 14erej The.iucles must be aceomparaT d by a Cerdficate of Dr.1wirc,cxr umd "t un 30 days of deiivcry To The Commission,by all incorpora[orJ- CF:( )42 Rcv,1199 V -d Z6L9 V69 osv dm1JD N9IS3O 31IS WOLid WV97_-ml Z0OZ—VZ-9 A—CORA CERTIFIC4E OF LIABILITY INSU NCB OP ID Ds DATE(MM/OO YVI ITED 1 O5/29/02 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Stuckey Ins S Assoc Agencies HOLDER.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR P.O. Box 7020 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Phoenix A2 85011-7020 Phone: 602-264-5533 Fax:602-279-9336 INSURERS AFFORDING COVERAGE INSURED INSURER A: THE HARTFORD INSURER B: Security Ins CO of Hartford Site Design Gproue Inc INSURERC. American Manufacturers Mutual 4 W SAZ 85281 INSURER D:02 Te mpe 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. IN LTR TYPE OF INSURANCE POLICY NUMBER DATE MM/DD/YY DATE MM/DD/YV LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1000000 A X COMMERCIAL GENERAL LIABILITY 59SBALW2969 09/21/01 09/21/02 FIRE DAMAGE(Anyone fire) $300000 CLAIMS MADE EXI OCCUR MED EXP(Any one person) $ 10000 PERSONAL A ADV INJURY $ 1000000 GENERAL AGGREGATE $2000000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $2000000 17 POLICY X PRO- LOC JECT AUTOMOBILE LIABILITY COMBINED SINGLE LIMN A ANY AUTO 59SBALW2969 09/21/01 09/21/02 (Ea accident) $ 1000000 ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS (Perperson) $ X HIRED AUTOS X NON-OWNED AUTOS BODILY acci enQ $ (Per accident) PROPERTY DAMAGE $ INSURED HAS NO G➢ W AUTO (Per accident) GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO OTHERTHAN EA ACC $ AUTO ONLY: AGO $ EXCESS LIABILITY EACH OCCURRENCE $ OCCUR CLAIMS MADE AGGREGATE $ $ DEDUCTIBLE $ RETENTION $ Is WORKERS COMPENSATION AND X TORY LIMNS ER G,, EMPLOYERS!LIABILITY 7BHO6960101 - - - - 05/01/02- 05/01/03 EL EACH ACCIDENT EL DISEASE-EAEMPLOVE $ 100000 EL DISEASE-POLICY LIMIT $ 500000 OTHER B Prof Liability PL11 .131 09/21/99 09/21/02 1000000 1000000 per claim aggregate DESCRIPTION OF OPERATIONSILOCATIONSIVEHICLESIEXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS Professional Liability - Claims Made - $0 deductible - Retro Date 9-21-99 CERTIFICATE HOLDER 14 1 ADDITIONAL INSURED;INSURER LETTER: CANCELLATION CIPAL-1 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL .10 DAYS WRITTEN City of Palm Springs NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL Harold Good P O Box 2743 IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR Palm Springs CA 92263-2743 REPRESENTATIVES. AUTHORIZED REPRESENT I E ACORD 25S(7/97) ©ACORD CORPORATION 1988 acoRA CERTIFIC OF LIABILITY INSU NCE OP ID Ds DATE(MMIDO/ _ _ 0 I TED 1 09/24/02 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Stuckey Ins & Assoc Agencies HOLDER.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR P.O. Box 7020 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Phoenix AZ 85011-7020 Phone: 602-264-5533 Fax:602-279-9336 INSURERS AFFORDING COVERAGE INSURED INSURER A. THE HARTFORD INSURER Underwriters at Lloyds Site Design Group Inc INSURERC American Manufacturers Mutual 24 W 5th St #202 I )'pr Tempe AZ 85281 INSURER D. INSURER E' COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION DATE MMIDD/YV DATE MM/DD/YV LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1000000 A X COMMERCIAL GENERAL LIABILITY 59SBALW2969 09/21/02 09/21/03 FIRE DAMAGE(Anyoneflre) $ 300000 CLAIMSMADE XOCCUR MED EXP(Anyone person) $ 10000 PERSONAL&ADV INJURY $ 1000000 GENERAL AGGREGATE s 2000000 GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS-COMP/OP AGO s2000000 POLICY X PRO LOG JECT AUTOMOBILE LIABILITY A ANY AUTO 59SEALW2969 09/21/02 09/21/03 (Ea accident) COMBINED SINGLE LIMIT $ ZOO DD DD ALL OWNED AUTOS BODILY INJURY $ SCHEDULED AUTOS (Per person) X HIRED AUTOS BODILY INJURY $ X NON-OWNED AUTOS (Peraccident) PROPERTY DAMAGE $ INSURED HAS NO OWNRD AUTO (Peraccgdent) GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY AGG $ EXCESS LIABILITY EACH OCCURRENCE $ OCCUR CLAIMS MADE AGGREGATE $ $ DEDUCTIBLE $ RETENTION $ $ WORKERS COMPENSATION AND X I TOR Y LIMITS OR C EMPLOYERS'LIABILITY 7EHO6960101 05/01/02 05/01/03 E L.EACH ACCIDENT $ 100000 EL DISEASE-EA EMPLOYE $ 100000 E L.DISEASE-POLICY LIMIT 55DDDDD OTHER B Prof Liability BINDER 09/21/02 09/21/03 1000000 1000000 per claim aggregate DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS Professional Liability - Claims Made - $10000 deductible - Retro Date 9-21-99/City of Palm Springs is additional insured as respects General Liability & auto only . CERTIFICATE HOLDER P I ADDITIONAL INSURED;INSURER LETTER: A CANCELLATION CIPAL-2 SHOULDANY OFTHEABOVE DESCRIBED POLICIES BECANCELLED BEFORE THE EXPIRATION DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 10 DAYS WRITTEN City of Palm Springs NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL Patricia A Sanders IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR 3200 Tahguitz Congon Way Palm Springs CA 92242 REPRESENTATIVES. AUTHORIZED REPRESENT I E ACORD 26-S(7/97) ©ACORD CORPORATION 1988