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HomeMy WebLinkAboutC37070 - Architectural - Parkview Bldg Rnvtn 726-17 CONTRACT NO. C37070 STAFF REPORT CITY OF PALM DESERT PUBLIC WORKS DEPARTMENT MEETING DATE: May 24, 2018 PREPARED BY: Joel Montalvo, P.E., Senior Engineer 04P------ REQUEST: Request for approval of conceptual architectural renderings and the expanded scope for the Parkview building renovation project; approve amendment to JMA Architecture's contract for architectural, landscape architectural, and structural engineering services for the Parkview building renovation project in an amount not to exceed $34,850. (Project No. 726-17). Recommendation By Minute Motion: 1. Approve architectural renderings and the expanded scope for the Parkview building renovation project; 2. Approve amendment to JMA Architecture's contract for architectural, landscape architectural, and structural engineering services for the Parkview building renovation project in an amount not to exceed $34,850 (Project No. 726-17); and 3. Authorize the Mayor to execute the contract. Funds are available in Account No. 5104361-4400100, Parkview Office Complex Enterprise fund. Strategic Plan Economic Development Priority No. 4: Expand and raise awareness of business-friendly services in order to retain and attract businesses. The proposed site and building renovations promote the City's reputation and practices in its business friendly and retention activities. Background In November of 2015, the Assistant City Manager solicited and received two proposals for architectural services of the Parkview building. One proposal was from Prest-Vuksic Architects and the other from JMA Architecture. The proposal from JMA Architecture, May 24, 2108 - Staff Report Park View Building Renovations Page 2 of 3 Inc. in the amount of $22,500 was selected for the delivery of the design services which. included a design program to identify key elements to be enhanced, design solutions, material specifications, and construction observation support. At the time the total cost of the building renovations was estimated to be $250,000. In January of 2016, the City Manager executed a contract for architectural services with JMA Architecture, Inc. for an amount not to exceed $22,500 which was based on ten percent of the budgeted construction amount of $250,000 for the Parkview building renovations. During the course of the design services, the architect conducted a survey of the building tenants which resulted in an expanded scope including modifications to the courtyard, exterior, restroom, landscaping, building and site security lighting as well as the possible relocation of the solar carports immediately in front of the building. The cost of the expanded scope of work grew from $250,000 to as high as $1.5 million. The Parkview Building is now 27 years old and in need of the additional work being proposed in order to re-establish itself as a well-maintained and attractive workplace for governmental, quasi-governmental, and non-profit agencies to conduct business in a professional setting. In July of 2017, the City Council approved the additional funding for the expanded scope of work as part of the budget process for Fiscal Year 17/18. Subsequently, the project was placed on a brief hold due to staff departures. On May 7, 2018, staff met with James McIntosh of JMA Architecture to review the proposed amendment to his contract and to negotiate the price and scope proposed. Staff now seeks formal approval of the initial architectural renderings, the expanded scope of work for the Parkview building, and the amendment to the architect's contract. The project and its design will still have to come before the Architectural Review Commission for review and a formal approval, and changes to the conceptual design are frequently an outcome of this process. May 24, 2108 - Staff Report Park View Building Renovations Page 3 of 3 Fiscal Analysis The total project cost is currently estimated to be between $1.11 and$1.48 million. Funds are available in the Parkview Office Complex Enterprise fund. The Enterprise fund has approximately $4 million available. There is no further fiscal impact for this phase beyond the amended contract amount. LEGAL REVIEW DEPT. REVIEW FINANCIAL CITY REVIEW MANAGER N/A r 1/� % ; t Robert W. Hargreav Si`nothy R. Jo a son, P.E. et Moore Lauri Aylaian City Attorney Independent I rim Director Director of Finance City Manager of Public Works CONSULTANT: JMA Architecture, Inc. P.O Box 778 Palm Desert, California 92260 ATTACHMENTS: Agreement Consultant's Proposal Vicinity Map CONTRACT NO. C37070 PARKVIEW BUILDING RENOVATION PROJECT CITY OF PALM DESERT PROFESSIONAL CONSULTANT SERVICES AGREEMENT 1. PARTIES AND DATE. This Agreement is made and entered into this 24th day of May, 2018, by and between the City of Palm Desert, a municipal corporation, organized under the laws of the State of California, with its principal place of business at 73-510 Fred Waring Drive, Palm Desert, California, 92260 ("City") and JMA Architecture, Inc. a California Corporation, with its principal place of business at 73-995 El Paseo, Ste 201, Palm Desert, CA 92261 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional ARCHITECTURAL consulting services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing professional ARCHITECTURAL consulting services to public clients, is licensed in the State of California, and is familiar with the plans of City. 2.2 Project. City desires to engage Consultant to render such professional ARCHITECTURAL consulting services for the PARKVIEW BUILDING RENOVATION PROJECT, ("Project") as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional ARCHITECTURAL consulting services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. CONTRACT NO. C37070 3.1.2 Term. The term of this Agreement shall be from May 24, 2018 to May 10, 2019, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. 3.2 Responsibilities of Consultant. 3.2.1 Independent Contractor; Control and Payment of Subordinates. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Neither City, nor any of its officials, officers, directors, employees or agents shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents, except as set forth in this Agreement. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: James G. McIntosh, President, (C24267). 3.2.5 City's Representative. The City hereby designates Lauri Aylaian, City Manager, or his/her designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement ("City's Representative"). Consultant shall CONTRACT NO. C37070 not accept direction or orders from any person other than the City Manager, City's Representative or his/her designee. City's Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant, but not the authority to enlarge the Scope of Work or change the total compensation due to Consultant under this Agreement. The City Manager shall be authorized to act on City's behalf and to execute all necessary documents which increase the Scope of Work or change the Consultant's total compensation, subject to the provisions contained in Section 3.3 of this Agreement. 3.2.6 Consultant's Representative. Consultant hereby designates James G. McIntosh (C24267), or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all times. 3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub-consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If Consultant performs any work knowing it to be contrary to such laws, rules and regulations, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, CONTRACT NO. C37070 directors, officers, employees, agents, and volunteers free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2.10 Insurance. Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form that is satisfactory to City. General Liability Insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted. Automobile Liability Insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. Professional Liability (Errors & Omissions) Insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this agreement and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the services required by this agreement. Workers' Compensation Insurance. Consultant shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least $1,000,000). Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of the City of Palm Desert, its officers, agents, employees and volunteers. Umbrella or Excess Liability Insurance. Consultant may opt to utilize umbrella or excess liability insurance in meeting insurance requirements. In such circumstances, Consultant may obtain and maintain an umbrella or excess liability insurance policy with limits that will provide bodily injury, personal injury and property damage liability coverage at least as broad as the primary coverages set forth above, including commercial general liability and employer's liability. Such policy or policies shall include the following terms and conditions: • A drop down feature requiring the policy to respond if any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason; • Pay on behalf of wording as opposed to reimbursement; CONTRACT NO. C37070 • Concurrency of effective dates with primary policies; and • Policies shall "follow form" to the underlying primary policies. • Insureds under primary policies shall also be insureds under the umbrella or excess policies. OTHER PROVISIONS OR REQUIREMENTS Proof of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation. Insurance certificates and endorsements must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this contract. City reserves the right to require complete, certified copies of all required insurance policies, at any time. Duration of Coverage. Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Work hereunder by Consultant, his/her agents, representatives, employees or subconsultants. Primary/Non-Contributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non- contributory basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to protect it as a named insured. City's Rights of Enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications, or is canceled and not replaced, City has the right, but not the duty, to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant, or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against the City of Palm Desert, its elected or appointed officers, agents, officials, employees and volunteers, or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against the City of Palm Desert, its elected or appointed officers, agents, officials, employees CONTRACT NO. C37070 and volunteers, and shall require similar written express waivers and insurance clauses from each of its sub-contractors. Enforcement of Contract Provisions (non estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non- compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. Requirements Not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. Notice of Cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. Additional Insured Status. General and automobile liability policies shall provide or be endorsed to provide that the City of Palm Desert and its officers, officials, employees, agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. Prohibition of Undisclosed Coverage Limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. Separation of Insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer's limits of liability. The policy(ies) shall not contain any cross-liability exclusions. Pass Through Clause. Consultant agrees to ensure that its sub-consultants, sub- contractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with consultants, sub-contractors, and others engaged in the project will be submitted to City for review. City's Right to Revise Specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the CONTRACT NO. C37070 Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City and Consultant may renegotiate Consultant's compensation. Self-Insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City. Timely Notice of Claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. Additional Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed Thirty-Four Thousand and Eight Hundred Fifty ($34,850) without authorization of the City Council or City Manager, as applicable, per the Palm Desert Municipal Code. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. Consultant shall submit to City a monthly invoice which indicates work completed and hours of Services rendered by Consultant. The invoice shall describe the amount of Services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the invoice. City shall, within 30 days of receiving such invoice, review the invoice and pay all non-disputed and approved charges thereon. If the City disputes any of Consultant's fees, the City shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth therein. 3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit"C" of this Agreement. 3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but CONTRACT NO. C37070 which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without authorization from the City Council or City Manager, as applicable, per the Palm Desert Municipal Code. 3.3.5 Rate Increases. In the event that this Agreement is renewed pursuant to Section 3.1.2, the rate set forth in Exhibit "C" may be adjusted each year at the time of renewal as set forth in Exhibit "C." 3.3.6 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. SINCE the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, agents, and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the CONTRACT NO. C37070 performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: Consultant: JMA Architecture, Inc. 73-995 El Paseo, Ste 201 Palm Desert, CA 92260 ATTN: James G. McIntosh, President City: City of Palm Desert 73-510 Fred Waring Drive Palm Desert, CA 92260 ATTN: Lauri Aylaian, City Manager Such notice shall be deemed made when personally delivered or when mailed, forty- eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings and data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in CONTRACT NO. C37070 its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate, or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 3.5.6 Indemnification. 3.5.6.1 Scope of Indemnity. To the fullest extent permitted by law, Consultant shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant's Services, the Project or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys fees and other related costs and expenses. Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 3.5.6.2 Additional Indemnity Obligations. To the fullest extent permitted by law, Consultant shall defend, with counsel of City's choosing and at Consultant's own cost, expense and risk, any and all claims, suits, actions or other proceedings of every kind covered by Section 3.5.6.1 that may be brought or instituted against City or its directors, officials, officers, employees, volunteers and agents. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, volunteers and agents as part of any such claim, suit, action or other proceeding. Consultant shall also reimburse City for the cost of any settlement paid by City or its directors, officials, officers, employees, agents or volunteers as part of any such claim, CONTRACT NO. C37070 suit, action or other proceeding. Such reimbursement shall include payment for City's attorney's fees and costs, including expert witness fees. Consultant shall reimburse City and its directors, officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents, or volunteers. 3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Riverside County. 3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties. 3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. CONTRACT NO. C37070 3.5.16 No Third-Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.19 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation, or to undertake self- insurance in accordance with the provisions of that Code and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. CONTRACT NO. C37070 CITY OF PALM DESERT JMA Architecture, Inc. By: By: Mayor or City Manager James G. McIntosh, President ATTEST: By: By: Rachelle D. Klassen, City Clerk [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary OR Treasurer REQUIRED] APPROVED AS TO CONTENT: By: Timothy R. Jonasson, P.E. Independent Interim Director of Public Works APPROVED AS TO FORM: By: Best Best & Krieger LLP City Attorney CONTRACT NO. C37070 EXHIBIT "A" SCOPE OF SERVICES Aittei;leottot, CONTRACT NO. C37070 tliviA titm.s a. H4. - Alidu Contract for Architectural Services This CONTRACT is made by and between THE CITY of PALM DESERT, here within called CLIENT, and JAMES G. McINTOSH, herewithin called ARCHITECT effective as of December 6,2017(the"Effective Date") Client and Architect do agree as follows: WHEREAS, Client requires architectural design development and construction document preparation services for the Project. The"Project" shall be the Parkview Plaza Office Complex Located at the Palm Desert Civic Center, Palm Desert,CA. Architect and Client agree as set forth below: 1. SCOPE OF SERVICES 1.1 Design Development Phase Develop Design Ideas as depicted in the Preliminary Drawings Dated September 2016 for the Parkview Plaza Office Complex improvement Project. This includes the Following: The re-design of the inner courtyard. Re-locating the existing solar panel carport from the south end of the building and move them to the more Eastern area of the parking lot.(Exact location to be determined) Screen Element on the South side of the existing carport to remain. Create a more prominent entry to the building on the South Side which would include a small roof element and minimal changes to the curb and the elimination oft-3 existing parking spaces. Create shading elements for some of the windows to cut down glare and to give the building a mare updated and sophisticated appearance. Specify a new paint scheme for the building. Remodel four existing public restrooms. Re-design of the Interior courtyard including hardscape and planting. Landscape design for the perimeter of the building,the adjacent planted areas,and adjacent parking areas. P.O. Box 778, Palm Desert, CA 92261 Telephone: (760) 346-6155 Fax (760) 346-8842 73-995 El Paseo, Ste 201, Palm Desert, CA 92260 CONTRACT NO.C37070 1.2 Construction Document Phase The architect based on the approval of the design development drawings by Client shall prepare construction Documents. These plans shall be coordinated with all related duly licensed design professionals as required for the completion of the Project Plans shall include: Cover sheets General notes Courtyard: Demolition Plan Hardscape Plan and Details Landscape Plan Lighting Plan Exterior Building: Demolition Plan Details for Architectural Shading Elements Plans and Details for New Entry Element Plans and Details for the Screen Element of the Carport to remain. Structural Engineering and Details Landscape Plan Lighting Plan Restrooms: Demolition Plan Floor Plans and Reflected Ceiling Plans Interior Elevations Tile and Color Specifications Electrical Plans Plumbing Plans Lighting and Fixture Specifications Architect shall submit and process approvals of the plans by(i)the City of Palm desert("City")including,as necessary the building,fire,planning and grading departments. All corrections and re-submittals to the City for final approvals are included in the Fixed Fee pursuant to Article 2 below. Architect shall assist-Client in applying for and obtaining all permits and approvals normally required by law.However,this assistance shall not extend to the preparation of separate research studies,special documentation,or special tests not included in the Services described hereunder. P.C. Box 778, Palm Desert, CA 92261 Telephone: (760) 346-6155 Fax (760) 346-8842 73-995 El Paseo, Ste 201, Palm Desert, CA 92260 CONTRACT NO. C37070 1.3 Construction Phase Services, Will work with the owner during construction on an'as needed basis'and will be billed to the owner at the following rates:. Principle Architect: $200/hr. Principle Landscape Architect: $200/hr. Draftsman: $100/hr. Secretary: $65/hr. 1.4 Other Architectural Services Architect will also provide the following services for the Project' *Civil Engineering Coordination (At this time there is no requirement for a Civil Engineer) * Solar System Design Coordination (The Owner will be required to contract with a separate solar installation company for design and construction of the relocated solar carport) 1.5 Basic Services. All of the services described in this Article 1 to be provided by Architect(the"Services")are included in the Fixed Fee. 1.6 Performance of Services. Architect shall perform the Services in a manner consistent with the degree of ordinary and reasonable skill and care usually exercised by architects in the/Palm Desert area related to the design of public facilities. Nothing contained in this Agreement shall require Architect to exercise professional skills and judgment greater than that which can be reasonably expected from other competent architects performing services similar to those required herein. All designs prepared pursuant to this Agreement shall comply with all applicable laws,rules,codes,regulations,ordinances and recorded covenants,conditions and restrictions applicable to the Project. Architect will coordinate the professional Services called for by this Agreement with services provided by other design professionals,contractors, subcontractors and consultants for the Project. L7 Independent Contractor. Architect is engaged as an independent contractor,and not as an agent,employee,partner or employer. 1.8 Self-Performance/Subcontracted Services. Client and Architect agree that the principal architectural services to be rendered hereunder shall be rendered personally or directly supervised by James McIntosh(the"Key Person"). If the Key Person should die,become incapacitated or otherwise is unable or fails personally to render substantially the material services required hereunder during the term of this Agreement,Client shall have the right upon written notice to Architect to terminate this Agreement. Upon any such termination,the provisions of Article 4 below shall govern. Any such termination shall be deemed a termination for cause if the Key Person is capable of performing but elects not to perform the services. P.O. Box 778, Palm Desert, CA 92261 Telephone: (760) 346-6155 Fax (760) 346-8842 73-995 El Paseo, Ste 201, Palm Desert, CA 92260 CONTRACT NO. C37070 EXHIBIT "B" SCHEDULE OF SERVICES CONTRACT NO. C37070 JHA A • 4044144 q. toret4444 - Afidased Parkview Plaza Office Complex EXHIBIT 'A' (EXCLUDED SERVICES) 1. Civil Engineering. 2. Soils Engineering. 3. Security & Surveillance Systems. EXHIBIT 'B' (SUBCONTRACTED SERVICES) 1. Structural Engineering — Knapp and Associates Inc. 408 S. Stoddard Ave. San Bernardino, CA 92401 2. Landscape — RGA Landscape Architects, inc. 73061 El Paseo, Suite 210 Palm Desert, CA 92260 EXHIBIT 'C' (SCHEDULE OF ARCHITECTURAL SERVICES) 1. Design Development-- 8-6-18 through 9-14-18 2. Construction Documents— 9-3-18 through 11-5-18 3. Permit Issuance--Completion Date: 4E45186 12-21-18 Note: Dates updated by staff to reflect current month and Architect available start based on input from Architect. P.O Box 778, Palm Desert, CA 92261 Tel: (760) 346-6155 Fax: (760) 346-6842 73-995 El Paseo, Ste 201, Palm Desert, CA 92260 CONTRACT NO. C37070 EXHIBIT "C" COMPENSATION CONTRACT NO. C37070 1.9 No Other Warranties. Architect makes no other warranties,express of implied, except as set forth in this Agreement. 2. Compensation 2.1 Client agrees to compensate Architect for the Services described in Article 1 above on a fixed-fee basis of$39,500.00(Thirty Nine Thousand Five Hundred)dollars(the"Fixed Fee") Breakdown of Fee's: Architectural and Engineering: $21,000 Landscape: $18,500 Construction Support $10,000 Payable as follows: S 8,500-at onset of Contract S 15,000-at 50%Completion of Working Drawings $ 16,000-at Substantial Completion of Working Drawings(i.e.,City Building Department Submittal) 9w- 'Totetas $4 ,500- al ($49,500-$14,650 unspent from original contract)= $34,850 2.2 Timing/Conditions of Payment.Client shall pay Architect the above-referenced amounts within 30(thirty)working days of receipt of invoiced Services upon satisfaction of the milestones referenced above. Payment will also be conditioned upon Architect providing statutory design professional lien waivers and a detailed description of Services completed as part of Architect's request for payment. 2.3 Reimbursements. Client agrees to reimburse Architect for printing,mailing,and delivery expenditures(collectively,"Reimbursable Expenses")at direct cost plus 15%(or provide account for such services to be billed to).Architect shall not incur Reimbursable Expenses in excess of$500.00(Five Hundred dollars)in an individual billing cycle without the prior written approval of Client.Client may also establish his own account at printing shop and pay for printing directly without an administrative fee by the architect. Architect's(i)overhead and administrative expenses,and(ii)taxes,wage'salary,employee benefits and employment-related taxes of Architect and its employees shall not constitute Reimbursable Expenses. 2.4 Additional Services. Client may request additional services to be performed by Architect in addition to the Services covered by this Agreement("Additional Services"). Any such Additional Services shall be set forth in a written agreement,which shall set forth the amount or the rates(e.g., hourly rates)to be paid for such Additional Services,and may include a maximum aggregate compensation to Architect for such Additional Services. 2.5 Billings for Additional Services and Reimbursable Expenses. Billings for Additional Services and Reimbursable Expenses shall be substantiated by supporting invoices and other documentation reasonably requested by Client to verify such charges. 2.6 Corrections. No additional compensation shall be paid to or claimed by Architect for services required to correct deficiencies in any documents prepared by Architect or attributable to errors or omissions of Architect. 2.7 Disputed Payment. If Client disputes some portion of the payment sought by the Architect in good faith,Client shall pay the amounts not in dispute,in which case the Architect shall not P.C. Box 778, Palm Desert, CA 92261 Telephone: (760) 346-6155 Fax (760) 346-8842 73-995 El Paseo, Ste 201, Palm Desert, CA 92260 %/HA • vatoz, ti J4044G. MG1440-31 - Aidaged Contract for Architectural Services This CONTRACT is made by and between THE CITY of PALM DESERT, here within called CLIENT, and JAMES G. McINTOSH,herewithin called ARCHITECT effective as of December 6,2017(the"Effective Date") Client and Architect do agree as follows: WHEREAS, Client requires architectural design development and construction document preparation services for the Project. The "Project"shall be the Parkview Plaza Office Complex Located at the Palm Desert Civic Center, Palm Desert,CA. Architect and Client agree as set forth below: 1. SCOPE OF SERVICES 1.1 Design Development Phase Develop Design Ideas as depicted in the Preliminary Drawings Dated September 2016 for the Parkview Plaza Office Complex improvement Project. This includes the Following: The re-design of the inner courtyard. Re-locating the existing solar panel carport from the south end of the building and move them to the more Eastern area of the parking lot.(Exact location to be determined) Screen Element on the South side of the existing carport to remain. Create a more prominent entry to the building on the South Side which would include a small roof element and minimal changes to the curb and the elimination oft-3 existing parking spaces, Create shading elements for some of the windows to cut down glare and to give the building a more updated and sophisticated appearance. Specify a new paint scheme for the building. Remodel four existing public restrooms. Re-design of the Interior courtyard including hardscape and planting. Landscape design for the perimeter of the building,the adjacent planted areas,and adjacent parking areas. P.O. Box 778, Palm Desert, CA 92261 Telephone: (760) 346-6155 Fax (760) 346-8842 73-995 El Paseo, Ste 201, Palm Desert, CA 92260 1? Construction Document Phase The architect based on the approval of the design development drawings by Client shall prepare construction Documents. These plans shall be coordinated with all related duly licensed design professionals as required for the completion of the Project. Plans shall include: Cover sheets General notes Courtyard: Demolition Plan Hardscape Plan and Details Landscape Plan Lighting Plan Exterior Building: Demolition Plan Details for Architectural Shading Elements Plans and Details for New Entry Element Plans and Details for the Screen Element of the Carport to remain. Structural Engineering and Details Landscape Plan Lighting Plan Rest-pans: Demolition Plan Floor Plans and Reflected Ceiling Plans Interior Elevations Tile and Color Specifications Electrical Plans Plumbing Plans Lighting and Fixture Specifications Architect shall submit and process approvals of the plans by(i)the City of Palm desert("City")including,as necessary the building,fire,planning and grading departments. All corrections and re-submittals to the City for final approvals are included in the Fixed Fee pursuant to Article 2 below. Architect shall assist-Client in applying for and obtaining ail permits and approvals normally required by Iaw.However,this assistance shall not extend to the preparation of separate research studies,special documentation,or special tests not included in the Services described hereunder. P.O. Box 778, Palm Desert, CA 92261 Telephone: (760) 346-6155 Fax (760) 346-8842 73-995 El Paste, Ste 201, Palm Desert, CA 92260 1.3 Construction Phase Services. Will work with the owner during construction on an `as needed basis'and will be billed to the owner at the following rates: Principle Architect: S200/hr. Principle Landscape Architect: $200/hr. Draftsman: $100/hr. Secretary: S651hr. 1.4 Other Architectural Services Architect will also provide the following services for the Project- *Civil Engineering Coordination (At this time there is no requirement for a Civil Engineer) •Solar System Design Coordination (The Owner will be required to contract with a separate solar installation company for design and construction of the relocated solar carport) 1.5 Basic Services. All of the services described in this Article 1 to be provided by Architect(the"Services")are included in the Fixed Fee. 1.6 Performance of Services. Architect shall perform the Services in a manner consistent with the degree of ordinary and reasonable skill and care usually exercised by architects in the/Palm Desert area related to the design of public facilities. Nothing contained in this Agreement shall require Architect to exercise professional skills and judgment greater than that which can be reasonably expected from other competent architects performing services similar to those required herein. All designs prepared pursuant to this Agreement shall comply with all applicable laws,rules,codes,regulations,ordinances and recorded covenants,conditions and restrictions applicable to the Project. Architect will coordinate the professional Services called for by this Agreement with services provided by other design professionals,contractors, subcontractors and consultants for the Project. 1.7 Independent Contractor. Architect is engaged as an independent contractor,and not as an agent,employee,partner or employer. 1.8 Self-Performance/Subcontracted Services. Client and Architect agree that the principal architectural services to be rendered hereunder shall be rendered personally or directly supervised by James McIntosh(the"Key Person"). if the Key Person should die,become incapacitated or otherwise is unable or fails personally to render substantially the material services required hereunder during the term of this Agreement,Client shall have the right upon written notice to Architect to terminate this Agreement. Upon any such termination,the provisions of Article 4 below shall govern. Any such termination shall be deemed a termination for cause if the Key Person is capable of performing but elects not to perform the services. P.D. Box 778, Palm Desert, CA 92261 Telephone: (760) 346-6155 Fax (760) 346-8842 73-995 El Paseo, Ste 201, Palm Desert, CA 92260 1.9 No Other Warranties. Architect makes no other warranties,express of implied, except as set forth in this Agreement. 2. Compensation 2.1 Client agrees to compensate Architect for the Services described in Article l above on a fixed-fee basis of$39,500.00(Thirty Nine Thousand Five Hundred)dollars(the"Fixed Fee") Breakdown of Fee's: Architectural and Engineering: $21,000 Landscape: $18,500 Payable as follows: $ 8,500-at onset of Contract $ 15,000-at 50%Completion of Working Drawings $ 16,000-at Substantial Completion of Working Drawings(i.e.,City Building Department Submittal) $39,500-Total 2.2 TiminglConditions of Payment. Client shall pay Architect the above-referenced amounts within 30(thirty)working days of receipt of invoiced Services upon satisfaction of the milestones referenced above. Payment will also be conditioned upon Architect providing statutory design professional lien waivers and a detailed description of Services completed as part of Architect's request for payment. 2.3 Reimbursements. Client agrees to reimburse Architect for printing,mailing,and delivery expenditures(collectively,"Reimbursable Expenses")at direct cost plus 15°-a(or provide account for such services to be billed to).Architect shall not incur Reimbursable Expenses in excess of$500.00(Five Hundred dollars)in an individual billing cycle without the prior written approval of Glen Client may also establish his own account at printing shop and pay for printing directly without an administrative fee by the architect. Architect's(i)overhead and administrative expenses,and(ii)taxes,wage/salary,employee benefits and employment-related taxes of Architect and its employees shall not constitute Reimbursable Expenses. 2.4 Additional Services. Client may request additional services to be performed by Architect in addition to the Services covered by this Agreement("Additional Services"). Any such Additional Services shall be set forth in a written agreement,which shall set forth the amount or the rates(e.g hourly rates)to be paid for such Additional Services,and may include a maximum aggregate compensation to Architect for such Additional Services. 2.5 Billings for Additional Services and Reimbursable Expenses. Billings for Additional Services and Reimbursable Expenses shall be substantiated by supporting invoices and other documentation reasonably requested by Client to verify such charges. 2.6 Corrections. No additional compensation shall be paid to or claimed by Architect for services required to correct deficiencies in any documents prepared by Architect or attributable to errors or omissions of Architect. 2.7 Disputed Payment. If Client disputes some portion of the payment sought by the Architect in good faith,Client shall pay the amounts not in dispute,in which case the Architect shall not P.O. Box 778, Palm Desert, CA 92261 Telephone: (760) 346-6155 Fax (760) 346-8842 73-995 El Paseo, Ste 201, Palm Desert, CA 92260 suspend its Services. In the event of a dispute regarding payment for the Architect's Services,the dispute will be resolved through negotiations or,if such negotiations are not successful,in accordance with Article 4 below 3. Time of Performance. Architect's Services will be performed in a timely manner,consistent with good professional practice and the desire that the Project proceed as expeditiously as practical, in accordance with the schedule attached to this Agreement as Exhibit C and incorporated herein by this reference. 4. Termination. 4.1 Client may terminate or suspend the Project and/or this Agreement at any time,with or without cause,in Client's sole discretion,upon not less than ten(10)days'prior written notice. The decision of Client to terminate or suspend the Project and/or this Agreement shall be final and binding. Upon notice to Architect of such termination or suspension,Architect will immediately cease performing any further Services on the Project(except as otherwise instructed by Client)and shall immediately furnish to Client(in their then completed state)copies of all drawings,specifications and other design documents prepared by Architect for the Project,provided that Architect shall have received payment of all sums then currently due and payable by Client through the effective date of termination under the terms of this Agreement 4.2 Architect may only terminate this Agreement for cause. For purposes hereof,"for cause"shall mean a material breach of this Agreement by Owner that is not cured within ten(10)days of written notice from Architect. In the event that Owner in good faith disputes an allegation by Architect that Owner has breached this Agreement,Owner may submit the matter for arbitration in accordance with Article 5 below. If Owner has submitted a disputed matter for arbitration and has paid all uncontested amounts owed to Architect,Architect may not terminate this Agreement"for cause"unless Owner fails to cure an alleged default within five(5)business days after a final decision in the arbitration proceeding. 4.3 Architect's compensation in the event of termination or suspension shall be calculated as follows. Architect w ilI be paid a percentage ofthe Fixed Fee equal to the percentage of the Services complete at the effective date of termination or suspension,plus(b)all un-invoiced Reimbursable Expenses incurred up to the effective date of termination.In addition, if Client terminates this Agreement on account of a breach or default by Architect,reserves all rights and remedies with respect to such default including rights of off-set. in the event of a suspension,all payments made by Client prior to or upon suspension of the Project shall be credited to Client upon any subsequent resumption of the Agreement. 5. Arbitration of Claims. 5,1 Any controversy or claim arising out of or relating to this contract,or the breach thereof,shall be settled by arbitration administered by the American Arbitration Association under its Construction Industry Arbitration Rules,and judgment on the award rendered by the arbitrator(s)shall be binding and may be entered in any court having jurisdiction thereof. Notwithstanding anything to the contrary herein or in the Construction Industry Arbitration Rules of the American Arbitration Association, either party shall have the right to join the other,the Contractor and other proper third parties in a single, consolidated arbitration proceeding. Furthermore,in any arbitration proceeding initiated hereunder,the rules of the American Arbitration Association shall be modified to allow the controversy to be arbitrated before a retired judge with at least five years experience on the California Superior Court,and that the arbitration be conducted pursuant to all the rules of the California Code of Civil Procedure and California Evidence Code. P.O. Box 778, Palm Desert, CA 92261 Telephone: (760) 346-6155 Fax (760) 346-8842 73-995 Et Paseo, Ste 201, Palm Desert, CA 92260 5.2 In the event of any arbitration,litigation or other proceedings to construe or enforce this Agreement or the rights,duties and obligations of Client or Architect under this Agreement,the prevailing party shall be entitled to the reimbursement of its reasonable attorneys' fees,expert fees and litigation expenses by the non-prevailing party. 6. Limitation of Liability. In the event of any errors,omissions and/or any other negligent act being determined against the Architect,the maximum amount recoverable against the Architect shall be limited to the actual amount paid to the Architect. 7. Insurance. Architect agrees to maintain the following insurance coverages at Architect's expense: (a)Worker's Compensation insurance as required by law throughout the term of the Project,(b)Comprehensive General and Automobile Liability insurance with limits of liability of no less than$1,000,000 per occurrence and in the aggregate for bodily injury(including death)and$1,000,000 in the aggregate for property damage throughout the term of the Project.(c)Errors and Omissions insurance policy with Iimits of liability no less than $1,000,000 per occurance. 8. Jobsite Safety. Insofar as jobsite safety is concerned,Architect is responsible solely for the activities of the Architect and the emjployees and invitees of the Architect while on the jobsite. 9. Ownership of Work Product. The Services performed by Architect under this Agreement shall constitute a"work for hire"and Client shall have ownership of all work product and designs produced by Architect under this Agreement.Architect shall deliver copies of such work product and designs to Client promptly upon Client's demand thereof.Client shall not use or disseminate for use the designs and work product prepared by Architect under this Agreement for any project other than this project without Architect's prior written consent. 10, Miscellaneous Matters. 10.1 Client's approval of any item provided for in this Agreement shall not constitute a waiver of any of Architect's covenants,responsibilities,or other obligations with respect to the matter so approved. 10.2 Client may overrule,in whole or in part,a certification by the Architect of amounts due to the Contractor,in which case the amount certified by the Architect shall not control as to the required payment to the Contractor. 10.3 Client shall arrange and pay for such legal,accounting and insurance counseling services as may be required by Client for the Project,but not for any such services incurred by the Architect. 10.4 This Agreement shall be governed by the laws of the State of California applicable to contracts entered into and to be performed fully within such state. P.O. Box 778, Palm Desert, CA 92261 Telephone: (760) 346-6155 Fax(760) 346-8842 73-995 El Paseo, Ste 201, Palm Desert, CA 92260 10.5 Architect acknowledges that Architect's Services hereunder will provide Architect with access to confidential information concerning Client and any occupants of the Project site. Architect acknowledges the confidential nature of Architect's Services and agrees that Architect,Architect's employees and agents will not issue any press releases,grant any interviews or release any other information or announcement to the press or the public or issue any other form of publicity,or otherwise disclose to any third person,any information concerning this Agreement,the Project or the identity of Client or any occupant of the Project site,without Client's prior written consent in each instance except as required by law,court order, government decree,to obtain building permits and as necessary to consultants,agents,contractors,etc. Architect shall,of course,be able to make such disclosures as may be required concerning the Project to others who are performing services in connection with the Project(i.e.,contractors,subcontractors,engineers,etc.). IN WITNESS WHEREOF,Architect and Client have executed this Agreement as of the Effective Date set forth at the beginning of this Agreement. /Architect' es Melnt+. h Client:City of Palm desert in- 0_ ‘1,"7 s at By: Date 4 67 City Manager P.D. Box 778, Palm Desert, CA 92261 Telephone: (760) 346-6155 Fax (760) 346-8842 73-995 El Paseo, Ste 201, Palm Desert, CA 92260 JHA A46140e404e, fic. 44,44 g. Hcf44011 - Aidtzted Parkview Plaza Office Complex EXHIBIT 'A' (EXCLUDED SERVICES) 1. Civil Engineering. 2. Soils Engineering. 3. Security & Surveillance Systems. EXHIBIT 'IX (SUBCONTRACTED SERVICES) 1. Structural Engineering —Knapp and Associates Inc. 408 S. Stoddard Ave. San Bernardino, CA 92401 2. Landscape -- RGA Landscape Architects, Inc. 73061 El Paseo, Suite 210 Palm Desert, CA 92260 EXHIBIT 'C' (SCHEDULE OF ARCHITECTURAL SERVICES) 1. Design Development—1217117 through 1115118 2. Construction Documents— 1/2118 thru 311118 3. 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