1998 Terra Nova - On-Call Planning ServicesORIGINAL
FESSIONAL SERVICES AGREEMENT /� 2--
THIS AGREEMENT OR CONTRACT SERVICES (the "Agreement") is made and entered into
by and between the CITY F LA QUINTA, ("City"), a California municipal corporation, and TERRA
NOVA PLANNING & RES ARCH, INC. ("Consultant"). The parties hereto agree as follows:
1.0
1.1 Scope of S r ices. In compliance with all terms and conditions of this Agreement,
Consultant shall provide those services related to contract planning services for current planning
case work as specified in t e "Scope of Services" attached hereto as Exhibit "A" and incorporated
herein by this reference (the "services" or "work"). Consultant warrants that all services will be
performed in a competent, professional and satisfactory manner in accordance with the standards
prevalent in the industry f r such services.
1.2 Compliance with Law. All services rendered hereunder shall be provided in accordance
with all ordinances, resolu ions, statutes, rules, regulations and laws of the City of La Quinta and
any Federal, State or local governmental agency of competent jurisdiction.
1.3 Licenses, Permits. Fees and Assessments. Except as otherwise specified herein,
Consultant shall obtain at i s sole cost and expense such licenses, permits and approvals as may
be required by law for the performance of the services required by this Agreement. Consultant
shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties
and interest, which may bE imposed by law and arise from or are necessary for the performance
of the services required b4 this Agreement.
1.4 Familiarity with Work. By executing this Agreement, Consultant warrants that (a) it
has thoroughly investigated and considered the work to be performed, (b) it has investigated the
site of the work and fully acquainted itself with the conditions there existing, (c) it has carefully
considered how the work should be performed, and (d) it fully understands the facilities, difficulties
and restrictions attending performance of the work under this Agreement. Should Consultant
discover any latent or unk own conditions materially differing from those inherent in the work or
as represented by City, it shall immediately inform City of such fact and shall not proceed except
at Consultant's risk until written instructions are received from the Contract Officer (as defined in
Section 4.2 hereof).
1.5 Care of Work Consultant shall adopt reasonable methods during the life of the
Agreement to furnish continuous protection to the work performed by Consultant, and the
equipment, materials, papers and other components thereof to prevent losses or damages, and
shall be responsible for all such damages, to persons or property, until acceptance of the work by
City, except such losses or damages as may be caused by City's own negligence. The
performance of services bV Consultant shall not relieve Consultant from any obligation to correct
any incomplete, inaccuratE or defective work at no further cost to City, when such inaccuracies
are due to the negligence of Consultant.
1.6 Additional Ser ices. In accordance with the terms and conditions of this Agreement,
Consultant shall perform services in addition to those specified in the Scope of Services when
directed to do so by the Contract Officer, provided that Consultant shall not be required to perform
any additional services wit iout compensation. Any addition in compensation not exceeding five
percent (5%) of the Contra t Sum may be approved by the Contract Officer. Any greater increase
must be approved by the ity Council.
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1.7 Special Requiiements. Additional terms and conditions of this Agreement, if any,
which are made a part hereof are set forth in Exhibit "D" (the "Special Requirements"). In the
event of a conflict between the provisions of the Special Requirements and any other provisions
of this Agreement, the provisions of the Special Requirements shall govern.
2.0 COMPENSATION
2.1 Contract Sum. For the services rendered pursuant to this Agreement, Consultant shall
prepare and provide a budget for each individual Case and shall be compensated on a Case by
Case basis as approved by the Contract Officer, except as provided in Section 1.6. The method
of compensation shall be a lump sum payable upon completion of each Case and the budget
provided for that Case. Compensation may include reimbursement for actual and necessary
expenditures for clerical expenses, reproduction costs, transportation expense, telephone expense,
and similar costs and exo nses.
2.2 Method of Payment. Any month in which Consultant wishes to receive payment,
Consultant shall submit to City no later than the tenth (10th) working day of such month, in the
form approved by City's Fi ance Director, an invoice for services rendered prior to the date of the
invoice. Such invoices all (1) describe in detail the services provided, including time and
materials, and (2) specify each staff member who has provided services and the number of hours
assigned to each such stiff member. Such invoice shall contain a certification by a principal
member of Consultant specifying that the payment requested is for work performed in accordance
with the terms of this Agreement. City will pay Consultant for all expenses stated thereon which
are approved by City purSL ant to this Agreement no later than the last working day of the month.
we]
3.1 Time of Essenee. Time is of the essence in the performance of this Agreement.
3.2 Schedule f Performance. All services rendered pursuant to this Agreement shall be
performed diligently and w thin the time period established between the Consultant and Contract
Officer. Extensions to the time period specified by the Contract Officer may be approved in writing
by the Contract Officer.
3.3 Force Majeure. The time period specified by the Contract Officer for performance of
the services rendered purstiant to this Agreement shall be extended because of any delays due to
unforeseeable causes be and the control and without the fault or negligence of Consultant,
including, but not restricted to, acts of God or of the public enemy, fires, earthquakes, floods,
epidemic, quarantine rest ictions, riots, strikes, freight embargoes, acts of any governmental
agency other than City, an J unusually severe weather, if Consultant shall within ten (10) days of
the commencement of suc i delay notify the Contract Officer in writing of the causes of the delay.
The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for
performing the services for the period of the forced delay when and if in his or her judgement such
delay is justified, and the ontract Officer's determination shall be final and conclusive upon the
parties to this Agreement.
3.4 Term. Unl
Agreement, this Agreen
as determined by the C
earlier terminated in accordance with Sections 7.7 or 7.8 of this
shall continue in full force and effect until completion of the services,
act Officer.
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4.0
4.1 Rel2resentative of Consultant. The following principals of Consultant are hereby
designated as being the principals and representatives of Consultant authorized to act in its behalf
with respect to the work specified herein and make all decisions in connection therewith:
a. Nicole Sauviat Criste
It is expressly under tood that the experience, knowledge, capability, and reputation of the
foregoing principals were a substantial inducement for City to enter into this Agreement.
Therefore, the foregoing principals shall be responsible during the term of this Agreement for
directing all activities of Consultant and devoting sufficient time to personally supervise the
services hereunder.
The foregoing prir
assigned to perform the
4.2 Contract Off
or such other person as i
responsibility to assure
performance of the servi
to the Contract Officer.
shall mean the approval
4.3 Prohibition &
capability and reputation o
for City to enter into this �
contract with any other i
without the express writte
herein may be assigned or
approval of City.
4.4 Independent C
over the manner, mode o
services required herein, i
required herein as an inde
wholly independent conti
Consultant shall not at a
employees are agents or e
als may not be changed by Consultant and no other personnel may be
vice required hereunder without the express written approval of City.
r. The Contract Officer shall be Christine di lorio and/or Jerry Herman
y be designated by the City Manager of City. It shall be Consultant's
iat the Contract Officer is kept informed of the progress of the
and Consultant shall refer any decisions which must be made by City
ess otherwise specified herein, any approval of City required hereunder
the Contract Officer.
ainst Subcontracting or Assignment. The experience, knowledge,
Consultant, its principals and employees were a substantial inducement
greement. Except as set forth in this Agreement, Consultant shall not
itity to perform in whole or in part the services required hereunder
i approval of City. In addition, neither this Agreement nor any interest
:ransferred, voluntarily or by operation of law, without the prior written
itractor. Neither City nor any of its employees shall have any control
means by which Consultant, its agents or employees, perform the
:cept as otherwise set forth. Consultant shall perform all services
endent contractor of City and shall remain at all times as to City a
ctor with only such obligations as are consistent with that role.
time or in any manner represent that it or any of its agents or
iployees of City.
4.5 City Coo erati n. City shall provide Consultant with any plans, publications, reports,
statistics, records or other data or information pertinent to services to be performed hereunder
which are reasonably available to Consultant only from or through action by City.
5.0
5.1 Insurance. Co sultant shall procure and maintain, at its cost, and submit concurrently
with its execution of this Agreement, personal and public liability and property damage insurance
against all claims for injuri s against persons or damages to property resulting from Consultant's
acts or omissions rising ou of or related to Consultant's performance under this Agreement. The
insurance policy shall cont iin a severability of interest clause providing that the coverage shall be
primary for losses arising out of Consultant's performance hereunder and neither City nor its
insurers shall be required tc contribute to any such loss. A certificate evidencing the foregoing and
naming City and its officers and employees as additional insured shall be delivered to and approved
by City prior to commenCE ment of the services hereunder.
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The amount of insurar
accordance with the foil
Contract Sum
Less than $50,000
$50,000 - $300,00
Over $300,000
Consultant shall can
claims for injuries against I
by Consultant, its office
subcontractor or agent, o
indirectly out of or relal
"automobile" includes, bu
for travel on public roads.
clause providing that cove
hereunder and neither Ci
certificate evidencing the i
insured shall be deliverer
hereunder.
Consultant shall carry
Compensation laws.
required hereunder shall be determined by the Contract Sum in
ing table:
Personal Injury/Property Damage Coverage
$100,000 per individual; $300,000 per occurrence
$250,000 per individual; $500,000 per occurrence
$500,000 per individual; $1,000,000 per occurrence
✓ automobile liability insurance of $1,000,000 per accident against all
ersons or damages to property arising out of the use of any automobile
-s, any person directly or indirectly employed by Consultant, any
anyone for whose acts any of them may be liable, arising directly or
-d to Consultant's performance under this Agreement. The term
: is not limited to, a land motor vehicle, trailer or semi -trailer designed
The automobile insurance policy shall contain a severability of interest
age shall be primary for losses arising out of Consultant's performance
:y nor its insurers shall be required to contribute to such loss. A
)regoing and naming City and its officers and employees as additional
to and approved by City prior to commencement of the services
rkers' Compensation Insurance in accordance with State Worker's
Consultant shall procure professional errors and omissions liability insurance in an amount
acceptable to City.
All insurance required by t is Section shall be kept in effect during the term of this Agreement and
shall not be cancelable without thirty (30) days written notice to City of proposed cancellation.
The procuring of such insu ance or the delivery of policies or certificates evidencing the same shall
not be construed as a Imitation of Consultant's obligation to indemnify City, its officers,
employees, contractors, s bcontractors, or agents.
5.2 In mnificati Consultant shall defend, indemnify and hold harmless City, its
officers, employees, rep esentatives and agents, from and against those actions, suits,
proceedings, claims, demands, losses, costs, and expenses, including legal costs and attorneys'
fees, for injury to or death of person(s), for damage to property (including property owned by City)
and for errors and omissio s committed by Consultant, its officers, employees and agents, which
arise out of Consultant's iegligent performance under this Agreement, except to the extent of
such loss as may be caus d by City's own negligence or that of its officers or employees.
5.3 Remedies. In addition to any other remedies City may have if Consultant fails to
provide or maintain any ins ance policies or policy endorsements to the extent and within the time
herein required, City may,�at its sole option:
a.
C.
Obtain such insurance and deduct and retain the amount of the premiums for
such insprance from any sums due under this Agreement.
Order Clonsultant to stop work under this Agreement and/or withhold any
paymen (s) which become due to Consultant hereunder until Consultant
demons rates compliance with the requirements hereof.
Terminate this Agreement.
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Exercise of any of th above remedies, however, is an alternative to any other remedies City
may have. The above remedies are not the exclusive remedies for Consultant's failure to maintain
or secure appropriate policies or endorsements. Nothing herein contained shall be construed as
limiting in any way the extent to which Consultant may be held responsible for payments of
damages to persons or property resulting from Consultant's or its subcontractors' performance of
work under this Agreeme t.
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6.1 Rer)orts. Con ultant shall periodically prepare and submit to the Contract Officer such
reports concerning Consu tant's performance of the services required by this Agreement as the
Contract Officer shall reqL ire.
6.2 Records. Co sultant shall keep such books and records as shall be necessary to
perform the services required by this Agreement and enable the Contract Officer to evaluate the
cost and the performance of such services. Books and records pertaining to costs shall be kept
and prepared in accordance with generally accepted accounting principals. The Contract Officer
shall have full and free access to such books and records at all reasonable times, including the
right to inspect, copy, au it, and make records and transcripts from such records.
6.3 Ownership of )ocuments. Originals of all drawings, specifications, reports, records,
documents and other mat rials, whether in hard copy or electronic form, which are prepared by
Consultant, its employees, subcontractors and agents in the performance of this Agreement, shall
be the property of City an shall be delivered to City upon termination of this Agreement or upon
the earlier request of th Contract Officer, and Consultant shall have no claim for further
employment or additional compensation as a result of the exercise by City of its full rights of
ownership of the documents and materials hereunder. Consultant shall cause all subcontractors
to assign to City any documents or materials prepared by them, and in the event Consultant fails
to secure such assignment, Consultant shall indemnify City for all damages suffered thereby.
In the event City or a y person, firm or corporation authorized by City reuses said documents
and materials without wri ten verification or adaptation by Consultant for the specific purpose
intended and causes to b3 made or makes any changes or alterations in said documents and
materials, City hereby releases, discharges, and exonerates Consultant from liability resulting from
said change. The provisions of this clause shall survive the completion of this Contract and shall
thereafter remain in full fo ce and effect.
6.4 Release of Documents. The drawings, specifications, reports, records, documents and
other materials prepared by Consultant in the performance of services under this Agreement shall
not be released publicly w thout the prior written approval of the Contract Officer or as required
by law. Consultant shall not disclose to any other entity or person any information regarding the
activities of City, except as required by law or as authorized by City.
7.0
7.1 California Law. This Agreement shall be construed and interpreted both as to validity
and to performance of thE parties in accordance with the laws of the State of California. Legal
actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall
be instituted in the Superi r Court of the County of Riverside, State of California, or any other
appropriate court in such c unty, and Consultant covenants and agrees to submit to the personal
jurisdiction of such court i i the event of such action.
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7.2 Disputes. In t
shall notify the injuring p
injured party shall contin
commences to cure such i
cure of such default withi
as may be permitted by tl-
to the health, safety and
warranted. Compliance
termination of this Agreen
a waiver of any party's
provided that nothing hei
pursuant to Section 7.8.
7.3 Retention of
sufficient funds to comp
believes were suffered by
required by this Agreeme
ie event of any dispute arising under this Agreement, the injured party
rty in writing of its contentions by submitting a claim therefor. The
ie performing its obligations hereunder so long as the injuring party
efault within ten (10) days of service of such notice and completes the
i forty-five (45) days after service of the notice, or such longer period
Contract Officer; provided that if the default is an immediate danger
3eneral welfare, City may take such immediate action as City deems
vith the provisions of this section shall be a condition precedent to
ant for cause and to any legal action, and such compliance shall not be
ght to take legal action in the event that the dispute is not cured,
;in shall limit City's right to terminate this Agreement without cause
=unds. City may withhold from any monies payable to Consultant
nsate City for any losses, costs, liabilities, or damages it reasonably
'ity due to the default of Consultant in the performance of the services
7.4 Waiver. Nod lay or omission in the exercise of any right or remedy of a nondefaulting
party on any default shall impair such right or remedy or be construed as a waiver. City's consent
or approval of any act by Consultant requiring City's consent or approval shall not be deemed to
waive or render unnecess ry City's consent to or approval of any subsequent act of Consultant.
Any waiver by either party of any default must be in writing and shall not be a waiver of any other
default concerning the same or any other provision of this Agreement.
7.5 Ri hts and Remedies are Cumulative. Except with respect to rights and remedies
expressly declared to be Exclusive in this Agreement, the rights and remedies of the parties are
cumulative and the exercise by either party of one or more of such rights or remedies shall not
preclude the exercise by it at the same or different times, of any other rights or remedies for the
same default or any other default by the other party.
7.6 Legal Action. n addition to any other rights or remedies, either party may take legal
action, at law or at equit , to cure, correct or remedy any default, to recover damages for any
default, to compel specific performance of this Agreement, to obtain injunctive relief, or to obtain
any other remedy consistent with the purposes of this Agreement.
7.7 Termination Pr or To Exl2iration Of Term. This section shall govern any termination of
this Agreement, except as specifically provided in the following Section 7.8 for termination for
cause. City reserves the right to terminate this Agreement at any time, with or without cause,
upon thirty (30) days' written notice to Consultant. Upon receipt of any notice of termination,
Consultant shall immedia ely cease all services hereunder except such as may be specifically
approved by the Contract Officer. Consultant shall be entitled to compensation for all services
rendered prior to receipt of the notice of termination and for any services authorized by the
Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be
approved by the Contract Officer, except as provided in Section 7.3.
7.8 Termination For Default f Consultant. If termination is due to the failure of Consultant
to fulfill its obligations under this Agreement, City may, after compliance with the provisions of
Section 7.2, take over work and prosecute the same to completion by contract or otherwise, and
Consultant shall be liable to the extent that the total cost for completion of the services required
hereunder exceeds the compensation herein stipulated (provided that City shall use reasonable
efforts to mitigate such d mages), and City may withhold any payments to Consultant for the
purpose of setoff or partial payment of the amounts owed City as previously stated in Section 7.3.
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7.9 Attorneys' Fe s. If either party commences an action against the other party arising
out of or in connection With this Agreement, the prevailing party shall be entitled to recover
reasonable attorneys' fees and costs of suit from the losing party.
M
8.1 Non -liability ol Ci fficers and Employees. No officer or employee of City shall be
personally liable to Consultant, or any successor in interest, in the event or any default or breach
by City or for any amount which may become due to Consultant or to its successor, or for breach
of any obligation of the terms of this Agreement.
8.2 Conflict of Interest. No officer or employee of City shall have any personal interest,
direct or indirect, in this Agreement nor shall any such officer or employee participate in any
decision relating to the Agreement which affects his or her personal interest or the interest of any
corporation, partnership o association in which she or he is, directly or indirectly, interested, in
violation of any State statute or regulation. Consultant warrants that it has not paid or given and
will not pay or give any third party any money or general consideration for obtaining this
Agreement.
8.3 Covenant aaainst Discrimination. Consultant covenants that, by and for itself, its heirs,
executors, assigns, and all persons claiming under or through them, that there shall be no
discrimination against orsegregation of, any person or group of persons on account of race, color,
creed, religion, sex, mar tal status, national origin or ancestry in the performance of this
Agreement. Consultants all take affirmative action to insure that applicants are employed and
that employees are treated during employment without regard to their race, color, creed, religion,
sex, marital status, nation I origin or ancestry.
ti •
9.1 Notice. Any n tice, demand, request, consent, approval, communication either party
desires or is required to give the other party or any other person shall be in writing and either
served personally or sent Ly prepaid, first-class mail to the address set forth below. Either party
may change its address by notifying the other party of the change of address in writing. Notice
shall be deemed commu icated forty-eight (48) hours from the time of mailing if mailed as
provided in this section.
To City: I To Consultant:
CITY OF LA QUINTA TERRA NOVA PLANNING & RESEARCH, INC.
78-495 Calle Tampico 400 South Farrell, Suite B-205
P.O. Box 1504 Palm Springs, CA 92262
La Quinta, California92253
Attention: Christine di lorio Attention: Ms. Nicole Sauviat Criste
9.2 Inte rated A r emen . This Agreement contains all of the agreements of the parties
and all previous understanding, negotiations and agreements are integrated into and superseded
by this Agreement.
9.3 Amendment. his Agreement may be amended at any time by the mutual consent of
the parties by an instrument in writing signed by both parties.
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9.4 Severability.
paragraphs, or sections co
a valid judgement or decre
shall not affect any of the
Agreement which are here
of the parties hereunder.
n the event that any one or more of the phrases, sentences, clauses,
stained in this Agreement shall be declared invalid or unenforceable by
of a court of competent jurisdiction, such invalidity or unenforceability
-emaining phrases, sentences, clauses, paragraphs, or sections of this
)y declared as severable and shall be interpreted to carry out the intent
9.5 Authority. The persons executing this Agreement on behalf of the parties hereto
warrant that they are duly authorized to execute this Agreement on behalf of said parties and that
by so executing this Agreement the parties hereto are formally bound to the provisions of this
Agreement.
IN WITNESS WHERIrOF, the parties have executed this Agreement as of the dates stated
below.
// - a y 7a
Date
A
NDRA L. JUHOLA,
APPROVED AS TO FORM
t�.
DAWN C. HONEYWEL ,
Clerk
Attorney
Date: November 17, �998
CITY OF LA O.UINTA a,
California municipal corporation
&-
THOMAS P. GENOVESE, City Manager
CONSULTANT:
TERRA NOVA PLANNING &
INC. (--\ i
Name: Nicole Saudiat C-r1ste
Title: Vice President
H,
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Exhibit A
Scope of Services
See attached
r I
TERRA N
PLANNING &RESEARCH INC.°
October 20, 1998
Mr. Jerry Herman �r ' (r . �r
Community Development Director ����
City of La Quinta OCT 2 9 1998
j
78-495 Calle Tampico
Lei
La Quinta, CA 92253 Ci t`r OF L.r' Qu!1y sA
PL
RE: Current Planning
Dear Jerry:
As discussed yesterda please find below a scope of work and associated costs for the
provision of current pl4nning services for the City.
Introduction
The City wishes to temporarily retain contract planning services to expeditiously process
current planning case work, while you recruit a new staff planner. There are currently
several cases which require processing. More may be assigned by you as required. You
require a full -service p ovider who would:
• Assure completeness of applications, and secure of additional information as needed;
• Meet with applicants as required to review project status, make corrections to
submittals, etc.;
• Prepare California Environmental Quality Act (CEQA) initial study, checklist and
addenda;
• Circulate material for intra-departmental comments, including City engineer, public
works, fire and police departments, etc. following City procedures;
• Coordinate with ap ropriate City staff to schedule case for hearing and prepare CEQA
notices and public Oearing notices, as required;
• Review case filed ensuring project meets City codes, prepare staff reports and
conditions of appro al for review and approval by Director or designee;
• Coordinate with CIy staff in preparation of packets for distribution to commissions,
boards or Council, s required;
400 SOUTH FARRE4L, SUITE B-205 0 PALM SPRINGS, CA 92262 0 (760) 320-9040
• Make
so;
• Amend project con
to City procedures;
Mr. Jerry Herman
October 20, 1998
Contract Planning Services
Page 2
to commissions, boards and Council, or prepare staff planner to do
after approval, and provide to City for distribution, according
• Provide City with completed files and disk copies of all materials (staff reports,
conditions of appro al, etc.) in Wordperfect format (version to be determined by City);
• Prepare notices of *tion taken for posting by County, if required;
• Other tasks as may �e assigned by City staff.
Estimated Costs
As discussed, the hour
like us to review the is
be happy to do so. W
conditions of approve
materials on computer
In our discussion, we
initial study and no co
including public hearii
In addition to the case
hours to familiarize c
cases, and establish th
assignments. We are ;
service. The City wou
reimbursables on a co,,
i rate currently charged for a firm principal is $85.00. If you would
ntified cases and provide budgets for them individually, we would
have also assumed that the City would provide us with standard
staff report and public notice formats, and other standardized
stimated that a simple tract map, with one applicant meeting, an
plications, would require approximately 17 hours to complete (not
attendance), at a cost of $1,445.00.
cork, we would estimate that we would require between 20 and 30
rselves with procedures and codes, meet with you regarding the
parameters and schedules necessary to successfully complete our
so available to attend staff or status meetings, if you require that
t also be billed for any clerical work and incidental office -related
basis.
Conclusion
Based on our current w rk load, I would be the planner working for the City. If you would
like to discuss our participation further, review the cases you currently need to have
processed, or if you would like us to draft an Agreement for services, please feel free to
contact me. I look forty d to discussing this with you further.
Sincerely,
Nicole Sauviat Criste
Principal