Loading...
HomeMy WebLinkAboutSR - R27700 - Ave of the State Neighborhood EntryPALM DESERT REDEVELOPMENT AGENCY STAFF REPORT REQUEST: APPROVE AGREEMENT FOR PROFESSIONAL SERVICES IN AN AMOUNT NOT -TO -EXCEED $66,000 FOR CONTRACT NO. R27700 WITH INTERACTIVE DESIGN CORPORATION FOR CASEY'S RESTAURANT & LOUNGE AND AVENUE OF THE STATES NEIGHORHOOD ENTRY SUBMITTED BY: BRYCE L. WHITE, PROJECT ADMINISTRATOR CONTRACTOR: INTERACTIVE DESIGN CORPORATION 199 S. CIVIC DRIVE, SUITE 10 PALM SPRINGS, CA 92262 DATE: MAY 22, 2008 CONTENTS: AGREEMENT FOR PROFESSIONAL SERVICES Recommendation: By Minute Motion that: The Agency Board approve Agreement for Professional Services in an amount not -to -exceed $66,000 for Contract No. R27700 with Interactive Design Corporation for Casey's Restaurant & Lounge and Avenue of the States Neighborhood Entry; and 2. Appropriate $66,000 from unobligated Project Area No. 4 funds to Account N o . 854-4195-466-3092. Executive Summarv: Approval of staff's recommendation will allow preparation of plans for improvements intended to upgrade the overall appearance of Casey's Restaurant & Lounge, reconfigure the parking area, and integrate the landscape design to current City requirements. A conceptual design will also be prepared for a redesigned Avenue of the States entry from Washington Street to Palm Desert Country Club. Discussion: The Agency is the owner of the Country Village Apartments site at 42-555 Washington Street on the southwest corner of Washington Street and Avenue of the States, which includes Casey's Restaurant & Lounge, and the adjacent property to the south at 42-615 Washington Street. In August 2006, the Agency contracted with Interactive Design Corporation (IDC) to provide site utilization and configuration of the site. In October, 2007, the Agency Board approved a contract with IDC to develop a schematic site plan for the properties to include Casey's Staff Report Approve Professional Services Agreement with Interactive Design Corp. for Casey's Restaurant and Lounge and Avenue of the States Neighborhood Entry Page 2 of 2 May 22, 2008 Restaurant & Lounge, a future fire station, and an affordable senior apartment project, which includes a conceptual architectural design. On April 24, 2008, the Agency Board approved a Professional Services Amendment to prepare deconstruction and recycling plans for the demolition of the Country Village Apartments with Casey's Restaurant & Lounge to remain. The intent is to provide improvements to the Casey's Restaurant & Lounge site prior to processing a final map for a lot split between the Casey's Restaurant & Lounge site and the site for a proposed future fire station and affordable senior apartments. The intent of the design effort for Casey's Restaurant & Lounge is to upgrade the overall appearance of the existing restaurant, to reconfigure the public access and parking to allow Casey's to continue functioning as a separate parcel, and to integrate the landscape design for Casey's Restaurant & Lounge into an overall streetscape theme along Avenue of the States. The project will include architectural renovation of the exterior of the building, miscellaneous structural elements to accommodate the renovation, building and site lighting, reconfiguration of the parking and landscape design. The professional services will provide complete design, plans, and construction documents exclusive of civil engineering services. The proposal also includes preparation of a conceptual design to address the existing and proposed traffic on Avenue of the States from Washington Street to the entrance of Palm Desert Country Club. The design will include the landscape and hardscape elements to accommodate the traffic and pedestrian circulation needs of the existing and proposed uses, create a unifying design for Avenue of the States from Washington Street, and create an appropriate "Neighborhood Entry" to the Palm Desert Country Club. Staff recommends approval of the Professional Services Agreement for design services for the Casey's Restaurant & Lounge site and Avenue of the States Neighborhood Entry. k : �/'— estrator Department Head: Dave rigoyen Director of Re elopment/Housing Approval - Carlos L. Ort Executive Director G \rda\Beth Longman\Staff Reports\Whiteftteractive Design Casey's 052208 doc /Martin Alvarez Redevelopment Manager A proval: / WA r:Red;evelopme McCarthy AC Paul S. Gibson, Finance Director A �Vtd BY RDA 'S —(D ON 5 - J1 I°CR VERIFIED BY 8D [ I/YX-' m Original on file with City Clerk's Office Contract No. R27700 AGREEMENT FOR PROFESSIONAL SERVICES This AGREEMENT is made and entered into this 22"d day of May , 2008, ("Effective Date") by and between the PALM DESERT REDEVELOPMENT AGENCY ("Agency") and INTERACTIVE DESIGN CORPORATION , a_ California Corqoration ("Consultant") (sometimes referred to individually or collectively as "Party" or "Parties"). WITNESSETH WHEREAS, Agency desires to retain Consultant as an independent contractor to perform certain technical and professional consulting services in connection with the Casev's Restaurant & Lounqe and Avenue of the States Neiqhborhood Entry project, subject to the terms and conditions specified below, in the documents attached and incorporated herein, and applicable federal, state and local law. NOW, THEREFORE, in consideration of performance by the Parties of the mutual promises, covenants, and conditions herein contained, the Parties hereto agree as follows: 1. Consultant's Services. 1.1 Nature of Services. Consultant shall provide professional and technical services on a non-exclusive basis, as more particularly described in Section 3, below, and in Exhibit A, Scope of Services. 1.2 Personnel. Consultant represents that it has, or will secure at its own expense, all personnel required to perForm the services under this Agreement. All of the services required under this Agreement will be performed by Consultant or under its direct supervision, and all personnel engaged in the work shall be qualified, and shall be authorized or permitted under state and local law to perform such services. 1.3 Standard of Performance. Consultant shall perform all services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to Agency. 1.4 Consultant Representative. For the purposes of this Agreement, the registered architect, engineer, or landscape architect who will serve as the Consultant Representative shall be Reuel Younq, AIA ("Consultant Representative"). 1.5 Time of Commencement. The execution of this Agreement by the Parties does not constitute an authorization to proceed. A separate written Notice to Proceed shall be issued by the Agency Representative, and Consultant shall not commence work until receipt of such written Notice(s) to Proceed, as further set forth in Sections 2 and 3, below. 1.6 Time of Performance/Time is of the Essence. Consultant shall commence the services contemplated under this Agreement immediately upon receipt Contract No. R27700 information received in the course of performing pursuant to this Agreement. Consultant shall promptly inform the Agency in the event Consultant receives a subpoena or court order requiring disclosure of confidential information. 4. Not Used 5. Compensation. Agency shall pay Consultant for the Services provided under this Agreement on the following basis. 5.1 Not-to-Exceed Fee: Agency shall pay to Consultant a total amount not to exceed $ 60,000.00 for the basic services described in Exhibit A. Payment shall be made on a monthly basis, based upon the hourly rates defined in Exhibit C, multiplied by the number of hours worked by each classification of personnel assigned to the project during the previous calendar month. The not-to-exceed fee shall not be exceeded without written agreement between the parties. 5.2 Additional Services: Additional services beyond those described in Exhibit A shall be reimbursed on a time-spent basis at the hourly rates described in Exhibit C. Agency shall not be obligated to compensate Consultant for additional services performed without advance authorization from the Agency Representative. 5.3 Reimbursable Expenses: Agency shall pay to Consultant actual costs plus ten percent (10%), subject to the limitation given below, for expenses incurred on behalf of the project for long distance telephone calls, reproduction, express delivery and courier services, postage, out-of-town travel if pre-approved in writing by the Agency Representative, and other expenses directly attributable to the project and expressly approved by the Agency Representative. Reimbursable expenses, including Consultant's mark-up, shall not exceed $ 6,000.00 for this project. 5.4 Extraordinary Expenses/Costs. No claims for additional services, expenses or costs incurred by Consultant will be allowed unless such additional services, expenses or costs are authorized by Agency in writing prior to the performance or incurrence of such services, expenses or costs. Any additional services, expenses or costs authorized by Agency shall be compensated at rates mutually agreed upon by the Parties in writing. 6. Method of Payment. 6.1 Invoices. Consultant shall submit to Agency invoices each month for all services, if any, completed, and all expenses or costs incurred pursuant to this Agreement during the preceding month. The invoices shall describe the services rendered during the period and shall show the number of hours worked, the hourly rates charged, and any milestone achievements. Copies of receipts for expenses or costs shall be submitted with each invoice. Agency shall review such invoices and notify Consultant in writing within fifteen (15) calendar days of any disputed amounts. 6.2 Pavment. Agency shall pay all undisputed portions of the invoice within thirty (30) calendar days after receipt of the invoice up to the maximum amounts set forth in Section 5. 3 G:\rda\Beth LongmaMProjects\Country Village Apts\Interactive Design Prof Svc Agrmnt-Caseys.doc Contract No. R27700 3.3 Confidentiality. Except as otherwise permitted or required by law, Consultant shall maintain as confidential and shall not disclose any and/or all information received in the course of performing pursuant to this Agreement. Consultant shall promptly inform the Agency in the event Consultant receives a subpoena or court order requiring disclosure of confidential information. 4. Not Used 5. Compensation. Agency shall pay Consultant for the Services provided under this Agreement on the following basis. 5.1 Not-to-Exceed Fee: Agency shall pay to Consultant a total amount not to exceed $ 60,000.00 for the basic services described in Exhibit A. Payment shall be made on a monthly basis, based upon the hourly rates defined in Exhibit C, multiplied by the number of hours worked by each classification of personnel assigned to the project during the previous calendar month. The not-to-exceed fee shall not be exceeded without written agreement between the parties. 5.2 Additional Services: Additional services beyond those described in Exhibit A shall be reimbursed on a time-spent basis at the hourly rates described in Exhibit C. Agency shall not be obligated to compensate Consultant for additional services performed without advance authorization from the Agency Representative. 5.3 Reimbursable Expenses: Agency shall pay to Consultant actual costs plus ten percent (10%), subject to the limitation given below, for expenses incurred on behalf of the project for long distance telephone calls, reproduction, express delivery and courier services, postage, out-of-town travel if pre-approved in writing by the Agency Representative, and other expenses directly attributable to the project and expressly approved by the Agency Representative. Reimbursable expenses, including Consultant's mark-up, shall not exceed $ 6,000.00 for this project. 5.4 Extraordinary Expenses/Costs. No claims for additional services, expenses or costs incurred by Consultant will be allowed unless such additional services, expenses or costs are authorized by Agency in writing prior to the performance or incurrence of such services, expenses or costs. Any additional services, expenses or costs authorized by Agency shall be compensated at rates mutually agreed upon by the Parties in writing. 6. Method of Payment. 6.1 Invoices. Consultant shall submit to Agency invoices each month for all services, if any, completed, and all expenses or costs incurred pursuant to this Agreement during the preceding month. The invoices shall describe the services rendered during the period and shall show the number of hours worked, the hourly rates charged, and any milestone achievements. Copies of receipts for expenses or costs shall be submitted with each invoice. Agency shall review such invoices and notify Consultant in writing within fifteen (15) calendar days of any disputed amounts. 6.2 Pavment. Agency shall pay all undisputed portions of the invoice within thirty (30) calendar days after receipt of the invoice up to the maximum amounts set forth in Section 5. 3 G:\rda�Beth Longman�Projects\Country Village Apts\Interactive Design Prof Svc Agrmnt-Caseys.doc Contract No. R27700 6.3 Audit of Records. At any time during regular working hours, all records, invoices, time cards, cost control sheets and other records maintained by Consultant shall be available for review and audit by the Agency. 7. Ownership of Work Product. 7.1 Propertv of Aqencv. All documents including but not limited to plans, bids, proposals, correspondence, permits, certificates, contracts, change orders, invoices, receipts, reports, analyses or other written material developed or obtained by Consultant in the performance of this Agreement, including any and all intellectual property rights arising therefrom ("Work Product"), shall be and remain the property of Agency without restriction or limitation upon its use or dissemination by Agency. Promptly upon the completion of each Assignment, or at any other time upon reasonable notice to Consultant by Agency, Consultant shall deliver all Work Product to Agency. 7.2 Re-Use of Work Product. Agency and Consultant agree that all documents, other than invoices, prepared by Consultant pursuant to this Agreement shall be used exclusively for the subject project, and shall not be used for any other work without the mutual agreement of the Parties. Such material shall not be the subject of a copyright application by Consultant. In the event Consultant permits the re-use or other use of such Work Product, Agency shall require the party using them to indemnify and hold harmless Agency and Consultant regarding such re-use or other use, and Agency shall require the party using them to eliminate any and all references to Consultant from such Work Product. In the event Agency re-uses such Work Product on any project other than the project for which they were prepared, such re-use shall be at the sole risk of Agency unless Agency compensates Consultant for such reuse. 8. Conflict of InterestlProhibited Conduct and Interests 8.1 Conflict of Interest. Consultant and its officers, employees, associates and sub consultants, if any, will comply with all conflict of interest statutes of the State of California applicable to Consultant's services under this Agreement, including, but not limited to, the Political Reform Act (Government Code Sections 81000, et seq.) and Government Code Section 1090. During the term of this Agreement, Consultant shall retain the right to perform similar services for other clients, but Consultant and its officers, employees, associates and sub consultants shall not, without the prior written approval of the Agency Executive Director, perform work for another person or entity for whom Consultant is not currently performing work that would require Consultant or one of its officers, employees, associates or sub consultants to abstain from a decision under this Agreement pursuant to a conflict of interest statute. 8.2 No Solicitation. Consultant, on behalf of itself and its officers, employees, agents and representatives, warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gifts, or any other consideration, contingent upon or resulting from the award or making of this Agreement. For breach or vioiation of this warranty, Agency shall have the right to terminate this Agreement � G:\rda\Beth Longman\Projects\Country Village Apts\Interactive Design Prof Svc Agrmnt-Caseys.doc Contract No. R27700 without notice or liability, or in its discretion to deduct from the contract price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. 8.3 No Financial Interest - Aqencv. No officer, member or employee of Agency during his or her tenure or one year thereafter shall have any interest, direct or indirect, in this Agreement or the proceeds thereof. The Parties hereto covenant and agree that to their knowledge no member of the Agency Board, or officer or employee of Agency, has any interest, whether contractual, non-contractual, financial or otherwise, in this Agreement, or the subject matter thereof, nor any business or financial relationship with Consultant, and that if any such interest comes to the knowledge of either Party at any time a full and complete disclosure of all such information will be made in writing to the other Party or Parties, even if such interest would not be considered a conflict of interest under applicable laws. 8.4 No Financial Interest — Consultant. Consultant hereby covenants, on behalf of itself, and its officers, employees, agents and representatives, that at the time of executing this Agreement it has no interest, and that it shall not acquire any interest in the future, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed pursuant to this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by Consultant. At no time during the term of this Agreement, and for one (1) year thereafter, shall Consultant or anyone acting on ConsultanYs behalf, accept anything of value from any contractor or subcontractor performing services in connection with the project. 9. Indemnification. Other than in the performance of professional services and to the fullest extent permitted by law, Consultant shall indemnify, defend and hold the City, Agency, and City's and Agency's elected officials, officers, employees, agents and volunteers free and harmless from and against all tort liability, including liability for claims, suits, actions, expenses or costs of any kind, whether actual, alleged or threatened, actual attorney's fees, court costs, and expert witness fees incurred by City or Agency, arising out of or in any way connected with, in whole or in part, the acts or omissions of Consultant, or any of Consultant's officers, agents, employees or contractors, in the performance of this Agreement, including but not limited to, claims, suits and liabilities for bodily injury, death or property damage to any individual or entity, including employees or officials of Consultant. The provisions of this paragraph shall not apply to claims arising out of the sole negligence or willful misconduct of City or Agency, any of City's or Agency's elected officials, officers, employees or agents. In addition to the foregoing, Consultant shall indemnify, protect, defend and hold harmless the Agency and the City of Palm Desert, their o�cials, employees, agents and representatives from and against any and all losses, liabilities, damages, costs, and expenses, including attorney's fees and costs to the extent same are caused in whole or in part by any negligent or wrongful act, error, or omission of the Consultant, its officers, agents, employees or subConsultants (or any entity or individual that the Consultant shall bear the legal liability thereofl in the performance of professional services under this agreement. 5 G:\rda\Beth Longman\Projects\Country Village Apts\Interactive Design Prof Svc Agrmnt-Caseys.doc Contract No. R27700 10. Insurance. Consultant will maintain insurance in conformance with the requirements set forth below. If Consultant's existing coverage does not meet the requirements set forth here, it will be amended to do so. Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to Agency in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to Agency. 10.1 Workers' Compensation and Emqloyer's Liabilitv. Consultant shall provide Workers Compensation and Employer's Liability Insurance on an approved policy form providing benefits as required by law with employer's liability limits no less that $1,000,000 per accident or disease. 10.2 Professional Liabilitv or Errors and Omissions. Professional Liability or Errors and Omissions insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant and "Covered Professional Services" as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no {ess than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of' the insured and must contain a provision establishing the insurer's duty to defend. The policy retroactive date must be on or before the effective date of this agreement. 10.3 Automobile LiabilitX. Consultant shall provide auto liability coverage with a limit of no less than $1,000,000 per accident. If Consultant owns no vehicles, this requirement may be met through a non-owned auto endorsement to the CGL policy. 10.4 Waiver. If the Consultant does not carry Worker's compensation coverage, or if the Consultant will not operate any vehicles at any time within the scope of the services in the agreement, provisions for these coverages may be waived upon review and approval of the Agency's Risk Manager. 11. Status as Independent Contractor. Consultant is, and shall at all times remain as to Agency, a wholly independent contractor. Consultant shall have no power to incur any debt, obligation, or liability on behalf of Agency. Neither Agency nor any of its officials, employees or agents shall have control over the conduct of Consultant or any of ConsultanYs employees, except as set forth in this Agreement. 12. Non-Assignability; Subcontracting. Consultant shall not assign or subcontract all or any portion of this Agreement without the Agency's prior, written consent. Any attempted or purported assignment or sub-contracting by Consultant shall be null, void and of no effect. 13. Non-Discrimination and Equal Employment Opportunity. In the performance of this Agreement, Consultant shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental disability, medical condition, or sexual orientation. Consultant will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, religion, sex, marital status, 6 G:1rda\Beth Longman\Projects\Country Village Apts\Interactive Design Prof Svc Agrmnt-Caseys.doc Contract No. R27700 national origin, ancestry, age, physical or mental disability, medical condition, or sexual orientation. This clause shall be included in any contract prepared or approved by Consultant in connection with performance of its services under this Agreement. 14. Cooperation. In the event any claim or action is brought against Agency or City relating to ConsultanYs performance or services rendered under this Agreement, Consultant shall render any reasonable assistance and cooperation, which Agency or City might require. 15. Termination. The right is reserved by the Agency to terminate the Agreement at any time upon seven (7) days written notice, in the event the project is to be abandoned or indefinitely postponed, or in the event the Consultant's services, in the sole judgment of Agency, are unsatisfactory or because of the Consultant's failure to prosecute the work with diligence or within the time limits specified or because of his disability or death. In any such case, the Consultant shall be paid the reasonable value of the services rendered, based upon Consultant's standard hourly rates, up to the time of the termination. The Consultant shall keep adequate records to substantiate costs and provide copies of original timecards in the event of termination or suspension. 16. Notices. Any notices, bills, invoices, or reports required by this Agreement shall be given by first class U.S. mail or by personal service. Notices shall be deemed received on (a) the day of delivery if delivered by hand or overnight courier service during Consultant's and Agency's regular business hours or by facsimile before or during Consultant's regular business hours; or (b) on the third business day following deposit in the United States mail, postage prepaid, to the addresses heretofore set forth in the Agreement, or to such other addresses as the Parties may, from time to time, designate in writing pursuant to the provisions of this section. All notices shall be delivered to the Parties at the following addresses: Agency: Carlos L. Ortega, Executive Director Palm Desert Redevelopment Agency 73-510 Fred Waring Drive Palm Desert, California 92260-2578 Tel: (760) 346-0611 Fax: (760) 341-6372 With a copy to: Bryce L. White Palm Desert Redevelopment Agency 73-510 Fred Waring Drive Palm Desert, California 92260-2578 Tel: (760) 346-0611 Fax: (760) 341-6372 Consultant: Reuel Young, President Interactive Design Corporation 199 S. Civic Drive, Suite 10 Palm Springs, CA 92262 Tel: 760-323-4990 Fax: 760-322-5308 � G:\rda�Beth Longman\Projects\Country Village Apts\Interactive Design Prof Svc Agrmnt-Caseys.doc Contract No. R27700 17. Non-Waiver of Terms, Rights and Remedies. Waiver by either Party of any one or more of the conditions of performance under this Agreement shall not be a waiver of any other condition of performance under this Agreement. In no event shall the making by Agency of any payment to Consultant constitute or be construed as a waiver by Agency of any breach of covenant, or any default which may then exist on the part of Consultant, and the making of any such payment by Agency shall in no way impair or prejudice any right or remedy available to Agency with regard to such breach or default. 18. Attorney's Fees. In the event that either Party to this Agreement shall commence any legal action or proceeding for damages for breach, or to enforce or interpret the provisions of this Agreement, the prevailing party in such action or proceeding shall be entitled to recover its costs of suit, including reasonable attorney's fees and experts' costs. 19. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail. 20. Entire Agreement. This Agreement, and any other documents incorporated herein by specific reference, represents the entire and integrated agreement between Consultant and Agency. This Agreement supersedes all prior oral or written negotiations, representations or agreements. No promise or representation, whether oral or written, express or implied, that is not set forth herein, shall be binding or have any force or effect. This Agreement may not be amended, nor any provision waived, except in a writing signed by the Parties which expressly refers to this Agreement. 21. Partial Invalidity. In case any provision of this Agreement should be deemed by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions shalf not be affected or impaired thereby. 22. Successors. This Agreement shall bind and inure to the benefit of the respective heirs, personal representatives, successors and assigns of the parties to this Agreement. 23. Waivers. No waiver of any breach or default of any term or provision of this Agreement shall be deemed a waiver of any other term or provision of this Agreement, and no waiver shall be valid unless in writing and executed by the waiving party. 24. Construction. Section headings in this Agreement are solely for the convenience of the parties and are not a part of and shall not be used to interpret this Agreement. This Agreement shall not be construed as if it had been prepared by one of the parties, but rather as if both parties have prepared it. Unless otherwise indicated, all a G:\rda\Beth Longman\Projects\Country Village Apts\Interactive Design Prof Svc Agrmnt-Caseys.doc Contract No. R27700 references to Sections ace to this Agreement. All exhibits to this Agreement are hereby incorporated by reference. 25. In case of conflicts within the contract documents, the document precedence shall be as follows: (a) This Agreement (b) Exhibit A— Proposal for Design Services Related to Casey's Restaurant Site and Avenue of the States Neighborhood Entry (includes Fee Schedule and Hourly Rates) IN WITNESS WHEREOF, said parties have executed this Agreement effective as of the Effective Date above. CONSULTANT By: Its: President PALM DESERT REDEVELOPMENT AGENCY Jean M. Benson, Chairman ATTEST: Rachelle D. Klassen, Secretary APPROVED AS TO FORM Dave Erwin, City Attorney 9 G:\rda\Beth Longman\Projects\Country Village Apts\Interactive Design Prof Svc Agrmnt-Caseys.doc Contract No. R27700 EXHIBIT A See Attached Proposal io G:\rda�Beth Longman�Projects\Country Village Apts\Interactive Design Prof Svc Agrmnt-Caseys.doc iii PROPOSAL Casey's Site & Avenue of the States ��� I N T E R A C T I V E D E S I G N C O R P O R A T I O N ARCHITECTS + 199 S. Civic Drive, Suite 10 DATE April 30, 2008 Palm Springs, California 92262 T: (760) 323-4990 F: (760) 322-5308 mail@interactivedesigncorp.com To Bryce White @ The City of Palm Desert vIA Email FROM Reuel Young PROJECT IDC No. 0805 Casey's Restaurant SuB)ECT Letter of Agreement Page I of 10 We are proceedi� with devebpmen� ol �he aoove refereMed pro�tt� �n accorOance wrth our unders�anE�ng of the mater�aVissues noceE hNow Unkss we rece�ve wnRen cV��ca��on or ameMment by the third euLness Ear from the cate o! thn proiec� rccord. che /olbwinR will oe considereE as confirmeE ms�rucnon anc unaencandmA O PROPOSAL For PROFESSIONAL DESIGN SERVICES Related to CASEY'S RESTAURANT SITE & Avenue of the States NEIGHBORHOOD ENTRY SECTION I- PROIECT DESCRIPTION I. PROIECT PARAMETERS A. Casey's I. Site: The parcel and building at the southwest corner of Washington Street and Avenue of the States known as Casey's restaurant is the focus of the re- design and site renovation of this Project. The Redevelopment Agency of the City of Palm Desert (RDA) will process a lot split and sell the land and building to the owner of Casey's. 2. Program: The intent of the design effort for Cosey's is to upgrade the overall appearance of the existing restaurant, to reconfigure the parking and access to allow the continued functioning as a separate parcel and to integrate the landscape design for Casey's into an overall streetscape theme along Avenue of the States. 3. Scope: The Project will include architectural renovation of the exterior of the building, miscellaneous structural elements to accommodate the renovation, building and site lighting, reconfiguration of the parking, landscape design and civil engineering for drainage, paving and street access. B. Avenue of the States I. Scope: Related to the Casey's site renovation will be consideration of the sequence from Washington Street to Palm Desert Country Club along Avenue of the States. Agreement Between Client and Architect dated 30APR08 Page I of 10 � IDC No. 0805 Casey's restaurant renovation ■■■ �j�❑ I N T E R A C T I V E D E S I G N C O R P O R A T I O N SECTION 2- ARCHITECT'S SERVICES AND RESPONSIBILITIES I. Casey's BASIC SERVICES: The Architect shall provide the following Basic Services: A. Pre-Design Services: I. The Architect will review and examine the Project site and building in relationship to its environment, research code requirements and restrictions (limited to accessibility issues), and prepare such documents and drawings for the Architect's internal use as are in the Architect's judgment appropriate and economically justified. 2. The Architect shall review the program with the Client who will interface with the operator of Casey's to clarify essential elements for the project. 3. The Architect will prepare documents based upon partial (exterior) field measurements and photo documentation to illustrate the existing conditions of the building. These documents will be the basis of the Schematic Design. 4. The Architect shall rely upon the topographical and boundary surveys prepared by the Civil Engineer retained by the Client. 5. The landscape architect wi11 locate existing plant and tree material that wi11 be saved, relocated or removed. 6. The Architect will prepare a Scope of the Project narrative describing the extent of the Work to be performed, and a Preliminary Schedule identifying pertinent tasks, time required for each task, and tentative completion for each task. B. Schematic Design Services: I. The Architect will prepare Schematic Design(s) to upgrade the exterior renovation of the existing Casey's Restaurant including partial demolition of breezeway and former office, non-conforming lean-to, and roof-mounted equipment screens. 2. The Architect will prepare Schematic Design(s) to reconfigure parking, access from Washington Street and Avenue of the States, and the landscape/monument signage. 3. The Architect and Landscape Architect will prepare Schematic Design(s) to illustrate the Landscape redesign consistent with the new Site Plan, and the proposed Avenue of the States entry and landscape theme. 4. The Architect may attend meetings between the Civil Engineer and Palm Desert Public Works and Engineering to review the scope of drainage and street improvemenu (NIC). 5. The Architect will meet with representatives of the City to review the proposed Schematic Design. C. Preliminary Design Services: I. Based upon Client approval for the Schematic Design, the Architect will prepare Architectural and related engineering documents to describe the full scope of the exterior renovation of the Cosey's building, the reconfigured Site, preliminary Site drainage (assuming no on-site retention), Site access, and the Landscape design. These documents will be in the format for presentation for city architectural review. 2. Based upon clear and reasonable comments from the review Agencies, the Architect will revise the proposed Schematic Design, and resubmit if required. D. Construction Cost I. The Architect will prepare a statement of opinion of probable cost of construction at the end of the Preliminary Design Phase, and will update the Agreement Between Clienc and Architect dated 30APR08 Page 2 of 10 � IDC No. 0805 Casey's restaurant renovation ■■■ ■■■ ��� I N T E R A C T I V E D E S I G N C O R P O R A T I O N statement of opinion upon submittal of Construction Documents for plan check. E. Contract Documents Services: I. Contract Documents shall be prepared by the Architect and its consultants for permit review, issuance of building permit, and public bidding for the northern portion of the existing building where the existing breezeway and office will be removed, for new or repaired exterior finishes and colors, and for roof-mounted equipment screens only. Work related to relocation and/or replacement of existing equipment, to upgrading the interior of the building and/or existing building systems is not included in this Proposal. 2. The Documents related to the building may include, as required by the Client: (a). Demolition Plans (b). Specifications (c). Plan and Elevation Drawings and Details (d). Color and finish selection 3. Documents related to landscape may include, as required by the Client: (a). Demolition Plans (b). Planting Plans (c). Irrigation calculations and plans (d). Exterior lighting plans (e). Specifications 4. Corrections to plans related to the exterior renovation and landscape shall be made by the Architect and his consultants. However, upgrades or changes required by the Building Department or other review Agencies not related directly to the exterior renovation shall be outside the Scope of this Proposal. F. Bidding and Contract Negotiations I. The Architect shall assist the Client during the Bid and Contract Negotiation Phases by receiving questions from bidders, issuing addenda to answer questions or offer clarifications, reviewing bid documents and other services requested by the Client. G. Construction Phase I. The Architect shall provide Contract Administration services during the construction of the Project. These services shall include (a). Regular field visits (assume 8 by Architect; 5 by Landscape Architect) (b). Minutes from meetings (c). Response to Requests for Information (d).Submittal review (e). Pay request review (�. Issuance of Construction Change Directives, Architect's Supplemental Information and Change Orders as defined by AIA A-201 document. H. Coordination of Ef%rt I. The Architect and its consultants will work collaboratively among themselves to accomplish the design and documentation for the Project in a professional and expeditious manner. 2. The Architect will work with the design professionals retained directly by the Client in a cooperative and timely manner, and shall share information and documents to minimize duplicative services and errors. Agreement Between Client and Architect dated 30APR08 Page 3 of 10 � IDC No. 0805 Casey's restaurant renovatio� ■■■ �jQ I N T E R A C T I V E D E S I G N C O R P O R A T I O N II. Neighborhood Entry @ Avenue of the States BASIC SERVICES: The Architect shall provide the following Basic Services: A. Pre-Design Services: I. The Architect will review and examine the Project site and surrounding land uses, proposed and existing drives and access, tra�c patterns, and landscaping, research code requirements and restrictions, and prepare such documents and drawings for the Architect's internal use as are in the Architect's judgment appropriate and economically justified. 2. The Architect shall review the program with city representatives to clarify essential elements for the project. 3. The Architect will prepare a Schematic Base Plan from existing information provided by the Owner, and from site investigation. B. Conceptual Design: I. The Architect and Landscape Architect will prepare Conceptual Design(s) to address the existing and proposed tra�c on Avenue of the States, the landscape and hardscape elements to accommodate the traffic and pedestrian circulation needs of the proposed and existing uses, to create an appropriate "Neighborhood Entry" to the Palm Desert Country Club, create a unifying design for Avenue of the States from Washington Street. 2. The Architect will review the proposed Conceptual Plan with representatives from City departments. 3. Based upon comments from city departments, the Architect will revise the Conceptual Plan and meet again with City representatives. C. Preliminary Design: I. The Architect and Landscape Architect will prepare drawings to illustrate the Conceptual Design architectural review and community meetings. 2. Formal presentations to review Agencies, and Construction Documents are not part of this Agreement. III. ADDITIONAL SERVICES: At the express request of the Client, the Architect will provide any of the following additional services at the Architect's hourly fee rates or such fixed fees as may be mutually agreed upon: A. Make revisions to instruments of service previously prepared by the Architect where such revisions are inconsistent with prior Client approval or due to substantial changes in or untimely decisions concerning the Project; necessitated by amendments to or changes in the interpretation of the laws and regulations applicable to the Project; or the result of untimely decisions by others or off site conditions of which the Architect was not informed; or necessitated by changes in the scope, character, complexity and/or scale of the Project. B. Extensive re-design of the Project necessitated by rejection of the Project by the Architectural Review Committee or Planning Commission. C. Prepare to serve or serve as a consultant or witness for or on behalf of the Client in any litigation, public hearing or other legal or administrative proceeding involving the Project. D. Provide any other architectural or other design consultant services to which the Architect and the Client may mutually agree. E. Architectural models of the Project (three dimensional or video "fly-through" exhibits) Agreement 8etween Client and Architecc dated 30APR08 Page 4 of 10 � IDC No. 0805 Casey's resuurant renovation ■■■ ■■■ ■■❑ I N T E R A C T I V E D E S I G N C O R P O R A T I O N IV. SERVICES THAT MAY BE REOUIRED. BUT NOT INCLUDED: The other provisions of this Agreement notwithstanding, in no event will the Architect be responsible for services which it has not expressly agreed to undertake in writing. However, the following services may be required for the Project, whether at this time or later. A. Soils and geotechnical testing. B. Civil engineering such as I. Boundary and topographic surveys 2. Hydrology and storm water retention 3. Grading and drainage 4. Off-site utilities 5. On-site utilities 6. Street improvements C. Special studies such as traffic, noise, biological etc. related to CEQA and entitlements. D. Architectural Design Development and Construction Documents. Such services may be provided as an amendment to this Agreement, or under a separate Agreement. V. SERVICES THAT ARE NOT INCLUDED: Under this Agreement, the Architect expressly A. Will not provide any hazardous waste or toxic substances engineering. B. Will not verify or otherwise be responsible for the accuracy or completeness of data and/or design work provided to the Architect by the Client, other design professionals (other than the Architect's own subconsultants), or other reasonably reliable sources. C. Will not serve as, supervise or have any responsibility for any contractor, and in particular will not have control or charge of and will not be responsible for construction means, methods, techniques, sequences or procedures, including without limitation excavation, demolition and erection procedures; for compliance with any legally prescribed construction functionability standards; for safety precautions and programs in connection with the Project; for the timeliness or quality of contractor performance or for the acts or omissions of any contractors, subcontractors or any other person performing any of the work of the Project, or for the failure of any of them to perform work in accordance with applicable law and the Project's construction documents. D. Will not provide professional cost estimating services, or guarantee construction cost for related estimates. E. Will not provide utility contact, coordination and/or design. SECTION 3 - CLIENT'S RESPONSIBILITIES I. The Client shall make all reasonable efforts to cooperate with the Architect, including but not limited to the following: A. Providing the Architect with legal descriptions, deeds depicting the true and accurate conditions of the property, including any existing or potential easements or dedications, and such other documents as are needed to determine legal restrictions on the property, including but not limited to Community Associations Guidelines, Design Guidelines and CC&R's. B. Providing the Architect with existing surveys of the Project site and the effected surroundings. Agreement Between Client and Architect dated 30APR08 Page 5 of 10 � IDC No. 0805 Casey's restaurant renovation ■■■ ■■■ ■�❑ I N T E R A C T I V E D E S I G N C O R P O R A T I O N C. Retaining experienced and licensed consultants required to complete the project, but not included under this agreement. Such consultants may include Civil Engineering, Entitlement and Environmental Assessment, and special studies. D. Responding to the Architect's questions and requests for approval within a reasonable time. E. Retaining and compensating such design consultants as the Architect and the Client determine are reasonably necessary for the Project. F. Compensating the Architect pursuant to the terms and conditions of this Agreement. Authorization from Client to proceed to next stage and/or payment of invoices signifies aesthetic approval of work completed and obligates Client to appropriate fees. SECTION 4 — COMPENSATION The Client will compensate the Architect for all services rendered and cosu incurred concerning the Project as set forth below. I. FEES for BASIC SERVICES. The Architect shall be compensated for services rendered on an hourly not-to-exceed basis as set forth below: A. Casey's Site I. Pre-Design Services (a). Architecture - IDC (b). Landscape — Ray Martin Assoc. (c). Civil Engineering — MSA Consulting, Inc. 2. Schematic Design (a). Architecture (b). Landscape Architecture (c). Signage (d). Civil Engineering 3. Preliminary Design Services (a). Architecture (b). Landscape Architecture (c). Signage (d). Civil Engineering 4. Re-design 5. Meetings 6. Reimburseables Sub-total for meetings and reimburseables Sub-total for Cosey's B. Neighborhood Entry — Avenue of the States I. Pre-Design Services (a). Architecture — IDC Agreement Between Client and Architect dated 30APR08 IDC No. 0805 Casey's restaurant renovation 4,600 I ,600 NIC 4,400 2,200 I ,800 NIC 7,000 5,500 2,400 NIC 6,500 2,700 4,500 not-to-exceed 7,200 not-to-exceed $43,200 2,500 Page 6 of I 0� ■■■ jj� I N T E R A C T I V E D E S I G N C O R P O R A T I O N (b). Landscape — Ray Martin Assoc 2. Conceptual Design (a). Architecture — IDC (b). Landscape — Ray Martin Assoc 3. Presentation drawings 4. Re-design 5. Meetings 6. Reimburseables Sub-total for meetings and reimburseables 2,000 7,500 2,000 2,500 3,500 I ,300 I ,500 not-to-exceed 2,800 Sub-total for Avenue of the States not-to-exceed $22,800 Total for Architecture and Landscape through design approvals NTX 66,000 II. CONSULTANT FEES. Included in the Architect's Fee for Basic Services are the following Consultants: A. Landscape Architect B. Exterior Lighting Consultant Consultants not included in those listed above, will be retained as requested by the Client and as appropriate to the stage of the Project. Fees will be determined when the Scope of Service for each consultant is clearly defined. III. ADDITIONAL SERVICES. Any additional services will be compensated pursuant to the Architect's hourly fee schedule, or on a lump sum basis as may be mutually agreed. IV. FEE AD�USTMENTS. Lump sum fees will be equitably adjusted if the scope and/or difficulty of the Architect's performance is substantially increased by changes in the Project's scope or scheduling or by conditions neither foreseen nor reasonably foreseeable by the Architect at the time that the fee was determined, or if the Project is placed on hold for more than three (3) months or extended for reasons beyond the Architect's control for more than eight (8) months. The Architect's hourly fee schedule is adjusted periodically in light of market and economic conditions and thus can change over the course of the Project; and hourly rate services are billed at the rate current at the time of performance. V. HOURLY FEE SCHEDULE. The Architect's current hourly fee schedule is as follows: Principal $200.00 Sr. ArchitecdDesigner $140.00 Project Manager $ I 05.00 CAD Staff $85.00 Administrative $55.00 Agreement Between Client and Architect dated 30APR08 Page 7 of 10 � IDC No. 0805 Casey's restaurant renovation ■■■ ■■■ ■■Q I N T E R A C T I V E D E S I G N C O R P O R A T I O N VI. INVOICING. The Client will be billed provided with monthly invoices for services rendered and costs advanced. Each invoice shall be due and payable upon receipt, and delinquent ten ( I 0) days after the invoice date. In the event of delinquency, the Architect may suspend or terminate this Agreement and its related obligations with no liability for so doing, and in addition, service charges will be assessed from the invoice date at I.5% per month or at the highest rate permitted by California law, whichever is lower, with payments applied first to accrued interest. In light of the obvious advantage of resolving questions and disputes regarding the Architect's billing quickly and while recollections are fresh, the Client will notify the Architect of any questions or dissatisfaction regarding any particular invoice within five (5) days of the invoice date; and if the Client fails to give the Architect such notice, then the Client will have waived its right to dispute the accuracy and appropriateness of the invoice and the invoice will be binding upon the Client. SECTION 5 - GENERAL CONDITIONS I. WARRANTY. The Architect warrants that all of the services provided by and on its behalf pursuant to this Agreement will be performed with reasonable care, skill and diligence in accordance with generally and currently accepted design professional principles and practices. This warranty is in lieu of all other warranties, either express or implied. In particular, and without limitation, the Architect will use its best professional judgment in interpreting and applying the requirements of all laws applicable to the Project, but compliance with these laws as others may eventually interpret them cannot be guaranteed. In no event will the Architect guarantee cost estimates or Projections, or prognostications as to future events; and it is understood that when used in conjunction with the providing of services pursuant to this Agreement, such terms as "certify", "warrant", "verify", "confirm", "insure", "ensure", "assure", or the like do not constitute a guarantee, but rather a representation based on the Architect's professional opinion or judgment. II. OTHER CONSULTANTS. The Architect will coordinate the services provided pursuant to this Agreement with those services provided by the Client's other consultants; but the Architect will have no legal liability for any professional errors or omissions committed by these Consultants. III. LEGAL RESPONSIBILITY. The Architect will be legally liable for only the architectural services provided pursuant to this Agreement, and not otherwise. The Architect will not be legally liable for the providing of, or the failure to provide, legal, accounting, financial analysis, soils or geotechnical engineering or hazardous waste or toxic substance engineering services. Further, and without limitation, the Architect will not be responsible for delays beyond its reasonable control, for inaccurate information provided to it by the Client or other reasonably reliable sources, for site conditions of which it was not informed, for hazardous materials or toxic substances at the Project site, for the specification of products or equipment for purposes consistent with the manufacturer's published literature, for the Client's materials and equipment decisions, for implementing the Client's lawful decisions, for the timeliness or quality of any contractor performance, or for the actions or inaction of any governmental or quasi- governmental agencies. IV. PROIECT COMPLETION AND OUTCOME The formal approval of the Project is within the discretionary purview of the review agencies having jurisdiction over the Agreement Becween Clienc and Architect dated 30APR08 Page 8 of 10 � IDC No. 0805 Casey's restaurant renovation ■■■ ■■■ ■■❑ I N T E R A C T I V E D E S I G N C O R P O R A T I O N Project. The Architect cannot guarantee review agency approvals. The various Codes and Regulations relating to the Project may require interpretation. The Architect shall, in his professional judgment, seek to interpret the Codes and Regulations consistent with the interests of the Client and the reasonableness based upon his previous experience. However, the review agency may interpret the Codes and Regulations differently, and may place Conditions on the Project that negatively impact the yield of the Project. The Architect shall endeavor to alert the Client of such possible interpretations, but cannot guarantee that he will be successful in defending his interpretation and/or the Client's interests. Therefore, the interpretations and Conditions may so impact the Project that the Client chooses to abandon the Project. The Architect shall not be held liable for either non-approval of the Project or the Conditions placed on the Project that in the opinion of the Client cause him to abandon the Project. V. RISK ALLOCATION. In light of the disparity between Architect's fee and the potential liability for problems or alleged problems with the Project, and of the Architect's limited ability to affect the risks inherent in the Project, the Client will release and indemnify the Architect and its affiliated entities and individuals to the fullest extent allowed by law, even in situations involving actual alleged "active negligence" or "design defects", concerning any liability and/or loss related to the Project; provided, however, that this indemnification shall not apply to any acts of sole negligence or willful misconduct. Further, in any event, the Client agrees to limit the total aggregate liability of the Architect and its a�liated entities and individuals concerning or relating to the Project on any and all legal and equitable theories and concerning any and all kinds of causes of loss to the sum of $50,000 or the amount of the Architect's fee, whichever is greater. VI. TERMINATION OF THIS AGREEMENT. This Agreement may be terminated by either party with ten ( I 0) days' written notice. The Architect shall be compensated for all work performed until the termination, and for reasonable expenses related to suspension or termination of work on the project. Included in termination expenses are project administrative and archiving costs deemed necessary by the Architect to bring work to an orderly close and to properly archive the work completed to date. VII. THE ARCHITEGT'S INSTRUMENTS OF SERVICE. All sketches, drawings and other documents prepared by and on behaif of the Architect pursuant to this Agreement shall, as instruments of service, remain the Architect's property with all common law, statutory and other reserved rights including copyrights reserved; but upon payment of the related fees and costs, and for so long as the Agreement remains in force prior to its completion, the Client shall have a nonexclusive license to use the Instruments of Service for the purposes of constructing and maintaining the Project. It is expressly agreed that because information stored in electronic form can be modified by others, intentionally or otherwise, without notice or indication of said modification, and in any event will deteriorate over time, the Architect reserves the right to retain possession of all information contained in any electronic medium in read-only format, and to remove all indicia of its involvement from any information contained in an electronic medium. The instruments of service shall not be used by Client on other Projects, or for the completion of the Project by others (except an architect licensed in the State of California experienced in other such projects), except by written agreement with the Architect. Agreement Between Client and Architect dated 30APR08 Page 9 of 10 � IDC No. 0805 Casey's restaurant renovation ■�■ ■■■ �■[_] I N T E R A C T I V E D E S I G N C O R P O R A T I O N VIII. DISPUTE RESOLUTION. No lawsuit or other formal legal action of any kind may be commenced by either che Architect or the Client against the other regarding any dispute which may arise under or concerning this Agreement unless and until the complaining party has made a good faith effort to mediate the dispute by: ( I) first providing the other party with a formal demand letter sent certified or registered mail fully and fairly describing the claim and setting forth a settlement demand or other proposed solution; (2) if the demand letter fails to bring about an agreement, atcempting to initiate a formal mediation under the auspices of the JAMS Endispute, or other reputable and unbiased dispute resolution service. IX. INTEGRITY OF THE AGREEMENT. This Agreement supersedes all negotiations and prior agreements concerning the Project and is intended as a complete and exclusive statement of the entire agreement between the Client and the Architect concerning the Project. This Agreement is being entered into and will be performed in Riverside County, California; and it shall be interpreted and enforced under and pursuant to the laws of the State of California. No failure to exercise or delay in exercising any right under this Agreement shall be construed as a waiver, and no waiver of a breach of any term of this Agreement be construed as a waiver of a subsequent breach of the same or other terms. In the event the Architect reasonably seeks the assistance of an attorney in order to collect fees due pursuant to this Agreement, the prevailing party shall be entitled to recover from the othe� its reasonable litigation costs including expert and attorneys' fees. The Parties hereby mutually waive any claims for consequential damages, which either might have againsc the other concerning this Agreement or its termination. In the event that this Agreement is for any reason termina[ed, then its risk allocation and indemnity provisions shall remain in full force and effect; and in the event that any such provisions shall be prohibited by law, then the subject provisions shall not be void, but rather shall be interpreted as operating only to the fullest extent allowed by law. Any and all actual or alleged causes of action concerning any services rendered pursuant to this Agreement, including without limitation those for indemnification, shall be deemed to have accrued for purposes of any statutes of limitation or repose as of the date of the Architect's last invoice concerning the Project. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective partners, joint ventures, principafs, heirs, estates, personal representatives, successors and assigns. / �1 �r, �Q,�/ � �. /�F�,��i"'3_ _ � -- --- -- Reuel�'oung, Presid C#10 4 Interactive Desig�jr Corp ration I 99 S. Civic Drive, Suite # I 0 Palm Springs, CA 92262 (760)323-4990 Agr eemen� Between Client and Archicecc da�ed 30APR08 IDC No. 0805 Casey's restaurant renovauon ��� �� Dace Date Page I 0 of 10 �