Warren Techentin Architecture - Work ProposalWARREN TECHENTIN ARCHITECTURE, INC 1
www.wtarch.com
LA QUINTA CALIFORNIACULTURAL CAMPUS
WARREN TECHENTIN ARCHITECTURE
WARREN TECHENTIN ARCHITECTURE, INC 2
CONTENT
COVER LETTER.........................3
FIRM INFORMATION....................4
REFERENCES...............................6
STAFF...........................................7
EXPERIENCE................................9
APPROACH................................13
SCOPE OF WORK........................15
SCHEDULE.................................16
WARREN TECHENTIN ARCHITECTURE, INC2801 HYPERION AVE. SUITE 103 LOS ANGELES, CA 90027 tel: 323. 664. 4500fax: 323. 664. 4544www.wtarch.com
3
December 1, 2021
City of La Quinta
Attn: Julie Mignogna, Management Analyst
78495 Calle Tampico
La Quinta, California 92253
RE: Request for Proposal, La Quinta Cultural Campus
Dear Julie,
We are thrilled to have the opportunity to collaborate with the stakeholders of La Quinta
and the surrounding community. We are a young, ambitious firm with an enormous
portfolio of housing and mixed-use projects, but we are passionate about design, art and
history and want to diversify our work while helping you build your dream cultural campus.
Our ambition is to develop a project that not only meets your criteria, but exceeds your
expectations for this cohesive cultural site.
We have summarized our approach to the design process, communication, project
management, quality assurance, and strategies to deliver this project on time and
within budget. While WTARCH has been in business for 11 years, I have over 25 years
of experience as an architect, 21 years of which have been in California, and I am an
adjunct professor of architecture and urban design at USC. As a team of 10 we are able
to provide the staff and other required resources to perform all services and provide all
deliverables within the specified time frames as described in the RFP. We believe we have
gathered the strongest team of consultants, including Engineers and Landscape Architects
with significant relevant experience, to deliver a rigorous, site-specific project which will
positively impact the City of La Quinta.
All information and pricing provided in the proposal is valid for at least ninety (90) days,
and any individual who will perform work for the City is free of any conflict of interest.
Thank you for your time and consideration.
Sincerely,
Warren Techentin, FAIA, LEED-AP
Principal
COVER LETTER
PRIMARY CONTACT:Kirstin Soby, Marketing Directorkirstin@wtarch.com
WARREN TECHENTIN ARCHITECTURE, INC2801 HYPERION AVE. SUITE 103 LOS ANGELES, CA 90027 tel: 323. 664. 4500fax: 323. 664. 4544www.wtarch.com
WARREN TECHENTIN ARCHITECTURE, INC 4
FIRM INFORMATION
Warren Techentin Architecture [WTARCH] is an award winning, multi-disciplinary studio with
designers who believe that architecture and urbanism must embrace design strategies that
fulfill the needs of our clients while also considering the larger design context, community
and environment. Our work explores the unseen conditions of a site and seeks to uncover
and leverage its latent possibilities to create buildings and environments that are site-specific,
atmospheric, unique, and surprising.
Our interdisciplinary method draws from and seeks new ways to integrate materials,
construction techniques, and technology into architecture to provide freshness to form and
space while simultaneously balancing immediate and future needs for energy, maintenance
and upgrades. WTARCH seeks connections between outside and inside - in visual, physical,
and cultural terms - while also employing as primary architectural elements strategies for new
methods of introducing natural ventilation and light alongside passive techniques of heating
and cooling. WTARCH recognizes and promotes the interdependence of buildings within their
expanded context, and asks broader questions about their role in the life of the community
and of their long-term sustainability.
a) Years in Business:
b) Tax ID:
c) Years of Experience:
d) Resumes:
e) Firm Ownership:
f) Parent Company:
g) Disclosure:
Firm Bio:
11
27-2918155
25+
See next page
Warren Techentin Architecture, Inc., S-Corp, incorporated August 2010 in the State of California
None.
There is no negative history to disclose.
Guggenheim Helsinki | WTARCH
WARREN TECHENTIN ARCHITECTURE, INC 5
RESUME
Warren Techentin, FAIA, LEED-AP
PRINCIPAL
Architect License No.: C #28100, expires 4.30.2023
NCARB Certificate No.: 73859
Born in Pasadena, California, Warren Techentin is a licensed Architect and the founder and
principal of Warren Techentin Architecture (WTARCH). Warren’s work is informed by his
perpetual study of urbanism, performative infrastructure, and pop culture and their effect on
form, space, color, and the participatory dimension of architecture.
His design expertise includes single-family residences, multi-family housing, commercial/
institutional spaces, and educational projects. His design process enthusiastically integrates
new technologies to create responsive environments, passive ventilation strategies, and
sustainable systems.
Warren frequently serves on architectural committees and juries throughout North
America and Europe and is actively involved in a variety of Architectural and philanthropic
organizations. As Executive Board Member and a past President of the Los Angeles Forum for
Architecture and Urban Design, he has directed competitions and events, including “DEAD
MALLS: an architectural ideas competition,” in 2002-2003, which was funded by a grant
from the National Endowment for the Arts. Previous to WTARCH, Warren was co-principal
of Techentin Buckingham Architecture from 2001-2010. His professional background also
includes positions at Morphosis in Santa Monica, CA; Selldorf Architects in New York, NY; and
positions with other firms in New York, Boston, Paris, Tokyo, and London. Warren is an Adjunct
Associate Professor at the University of Southern California where he teaches multi-family
design studios, degree project design studios, graduate comprehensive design studios, and
lectures on urbanism. He has also held positions at Arizona State University, the University of
British Columbia, the Boston Architectural Center, and Harvard University.
As Principal-in-Charge, Warren will serve as the direct day-to-day point of contact, responsible
for planning, coordinating, and overseeing the project through all phases of development.
Warren will assign appropriate staff, establish and maintain budgets and schedules, and
monitor adherence of terms of contract expectations.
RELEVANT PROJECTS
Waxhaw Library Masterplan, Waxhaw, NC 2020
Yummy.com Markets, Los Angeles, CA 2020
Tallinn Architecture Biennale: Street Competition, Tallinn, Italy 2020
Garland Theater at Polytechnic School, Pasadena, CA 2019
La Cage aux Folles Installation, Multiple Locations, CA 2016
Hauser & Wirth Museum, Zurich, Switzerland 2005*
Sara Meltzer Installation featuring artist Karen Kimmel, Los Angeles, CA 2001*
*Work from previous firm
EDUCATION
BA Architecture
UC Berkeley,
Berkeley, CA
MArch
Harvard University
Cambridge, MA
MA Urban Design
Harvard University
Cambridge, MA
WARREN TECHENTIN ARCHITECTURE, INC 6
REFERENCES
a) Client name, client project manager,
telephone number, email
b) Project description:
c) Project start and end dates:
d) Staff assigned by the firm:
e) Summary of final outcome
Keith Husyoon, 626.396.6351, khuyssoon@polytechnic.org
Remodel, addition of mezzanine and stair, a/v upgrades for high school theater
January 1, 2018 - June 15, 2020
Warren Techentin, Dana Lydon, Michaela Cho
Project completed on schedule and under budget
Waxhaw Library | WTARCH
a) Client name, client project manager,
telephone number, email
b) Project description:
c) Project start and end dates:
d) Staff assigned by the firm:
e) Summary of final outcome
Chris James, 347.205.7755, cbjames02@earthlink.net
Significant renovation to 6,000 square foot Historic home incl. new foundation
May 1, 2018 - January 15, 2020
Warren Techentin, Dana Lydon, Michaela Cho
Project completed on schedule and on budget
a) Client name, client project manager,
telephone number, email
b) Project description:
c) Project start and end dates:
d) Staff assigned by the firm:
e) Summary of final outcome
Brennan Hakimian, brennen@bhholdingsllc.com
Six ongoing ground up new build live/work apartments
January 1, 2020 - Present
Warren Techentin, Dana Lydon, Michaela Cho
Under construction
Pete Wilson, 310.625.1683, petewils63@msn.com
Ground up new build mixed-use building with 139 units
December 1, 2017 - November 2019
Warren Techentin, Dana Lydon, Michaela Cho
Project complete on schedule and on budget
a) Client name, client project manager,
telephone number, email
b) Project description:
c) Project start and end dates:
d) Staff assigned by the firm:
e) Summary of final outcome
WARREN TECHENTIN ARCHITECTURE, INC 7
STAFFING AND PROJECT ORGANIZATION
EDUCATION
BA Architecture
Cal Poly State University,
San Luis Obispo, CA
Dana Lydon, Assoc. AIA
PROJECT MANAGER
Dana brings more than 10 years of experience developing design strategies to promote a
better quality of life, blur the lines between indoor and outdoor living, and insert public
spaces wherever possible to enhance the urban fabric of the city as a whole. Dana’s project
experience at WTARCH includes multifamily housing projects and single-family homes
throughout Los Angeles as well as a personal training gym in West Hollywood. Her skills
include 2D and 3D digital design and graphic representation, code research, permitting,
consultant management and coordination, and detailing. Dana’s skillset includes the full
scope of design services from feasibility and schematic design, through design development,
construction documents, permitting, and construction administration.
As Project Manager, Dana will be responsible for the oversight of the design team, high-level
coordination of the team with others, and allocation and commitment of the firm’s resources.
RELEVANT PROJECTS
Yummy.com Markets, Los Angeles, CA 2020
Garland Theater at Polytechnic School, Pasadena, CA 2019
Michaela Cho
SENIOR TECHNICAL DESIGNER
With over a decade of experience, Michaela’s strengths lie in technical design and editing
of architectural drawings. She is skilled at developing all phases of a project, including
programming, consulting, and strategy. Prior to working in Los Angeles, she studied abroad
for a year in Barcelona, Spain where she developed her passion for art, culture and urbanism.
She then moved to Sweden to launch a small design studio based in Stockholm. Her work
there included creative offices, an automobile showroom, and the masterplan for Märsta
Port requiring commercial and residential buildings, and public parks. Michaela moved to Los
Angeles in 2013 and continues to deliver high-end work, considering current architecture and
incorporating the lifestyle that comes with it.
As Senior Technical Designer, Michaela will be responsible for developing the programming,
conceptual designs, presentations, and production for this project.
RELEVANT PROJECTS
Märsta Port Masterplan, Märsta, Sweden, 2019*
AutoRai Bilhall, Arlandastad, Sweden, 2019*
EDUCATION
MA Design Research
SCI-Arc,
Los Angeles, CA
BA Architecture
Illinois Institute of
Technology,
Chicago, IL
WARREN TECHENTIN ARCHITECTURE, INC 8
STAFFING AND PROJECT ORGANIZATION
EDUCATION
PhD Art History,
University of Basel,
Switzerland
Philipp Kaiser
MUSEUM CONSULTANT
Swiss-born, LA-based art director Philipp Kaiser was recently hired by the Marian Goodman
Gallery as Curator and President, but has graciously signed on to consult independently with
our team to advise on the design and curation of the La Quinta project. Philipp cares deeply
about exploring concepts of national identity and contexts of cultural policy, as evidenced by
his exhibition at the Swiss Pavilion at the 57th Venice Art Biennale in 2017. His experience in
the development of special exhibition projects for art spaces and directing galleries’ overall
larger strategic mission with artists and museums will be greatly beneficial to the La Quinta
community and directly contribute to the vision and goals of the Cultural Campus.
As Museum Consultant, Philip will assist with curation, organization, signage, and other
intangible design features specific to the display of art.
RELEVANT PROJECTS
Marian Goodman Gallery Curator and President, New York, NY 2021
Museum Ludwig Director, Cologne, Germany
Venice Art Biennale, Venice, Italy 2017
Museum of Contemporary Art Senior Curator, Los Angeles, CA
Can Derman
DRAFTSMAN
Can has worked in architecture and design offices in Finland, France and Turkey. During
his years in Europe he was involved in a variety of projects of different type and scale
from product design to large cultural buildings. Recently, he worked on the Masterplan for
Kantasatama, Finland, which included improvements to the South Eastern Finland University
of Applied Sciences building, a hotel, and a cultural events center. The events center will
provide the producers of various conferences, as well as cultural, sports and corporate events
with rentable facilities currently lacking in the region.
As Draftsman, Can will prepare both rough sketches and detailed work with CADD systems.
He will perform calculations for materials and weight limitations, communicate findings with
architects and engineers, and incorporate the knowledge gained into drawings.
RELEVANT PROJECTS
Kotka Events Centre, Kantasatama, Finland 2021*
Vodafone Arena, Istanbul, Turkey 2016*
EDUCATION
BA Architecture
University of Southern
California,
Los Angeles, CA
WARREN TECHENTIN ARCHITECTURE, INC 9
Project Summary:
Completed:
Total Cost:
Role:
La Cage aux Folles, Rotating Installation, California
La Cage aux Folles explores the little used craft of pipe bending in architecture and joins form,
computational procedures, and fabrication processes. Using ‘Schedule 40’ steel tubes, the
installation explores the idea of constructing parametric surfaces with fields of linear strands
which simultaneously define variable spatial conditions in synchronicity with structural needs.
The tubes are organized in shifting and layered continuities, using bends to transfer loads and
rigidify the structure at the same time as conveying a sense of space and form. Each of the
members is looped and variably arrayed through a generative algorithm. As each loop crosses
others, connections are made in some places to take advantage of triangulation while in
others the space is turned inside out.
2016
$100,000
Architect
EXPERIENCE
WARREN TECHENTIN ARCHITECTURE, INC 10
Project Summary:
Completed:
Total Cost:
Role:
Polytechnic School Garland Theater, Pasadena, California
Our renovation and addition to Polytechnic School’s Garland Theater significantly upgraded
the school’s 1980’s era Performing Arts Building from both a performative and technical
perspective. We were delighted to work with acoustical designers, theatrical lighting
designers, and audio-visual designers on the interior renovation of the main theater space,
giving students the most up-to-date theater technology. A new mezzanine at the back of
the theater added 105 seats. In the lobby, we designed a new ceiling with slim linear light
fixtures to create an inviting and open atmosphere. We also added a new sculptural stair to
the mezzanine, which acts as a “porch stoop” for the drama students as well as an iconic entry
into the theater.
2019
$4,500,000
Architect
WARREN TECHENTIN ARCHITECTURE, INC 11
Elysian Fields Apartments, Los Angeles, California
The design of this building delivers a diversity of 27 live/work units, from a 580 square foot
micro-unit to a 1,375 square foot three bedroom loft. Each unit incorporates some form of
double-height space which gives even the smaller units an air of grandiosity. The different
facades of the building take cues from the multiplicity of storefronts in the neighborhood.
The amalgamation of bold colors and form, as well as contemporary and traditional building
materials, form a language unique to this area of Los Angeles.
Inside the building, no unit is repeated twice and ample exterior spaces such as balconies,
patios, and large courtyards are provided for each. The main facade is a sustainability feature,
serving as a second skin to the building to provide shade and views of the city.
2019
$10,000,000
Architect
Project Summary:
Completed:
Total Cost:
Role:
WARREN TECHENTIN ARCHITECTURE, INC 12
Hauser & Wirth Gallery, Zurich, Switzerland
2000
$10,000,000
Architect, with Selldorf Architects*
Project Summary:
Completed:
Total Cost:
Role:
Tallin Street | WTARCH
WARREN TECHENTIN ARCHITECTURE, INC 13
PROJECT UNDERSTANDING AND APPROACH
VISION AND GOALS
We understand the project will consist of three phases: Master Planning, Preliminary Design,
and Final Design for an approximately .4 acre site in the heart of downtown La Quinta, with
the vision being to create a cohesive cultural site that features enhancements to the La Quinta
Museum and casita, redesign of the lumberyard, and development of an art promenade
and Cahuilla Garden. It is our understanding that the goal for the Cultural Campus is to
provide residents and visitors a designated space for opportunities to enjoy cultural and
artistic experiences such as rotating and permanent art installations, live performances, and
educational workshops.
Our goal for this site is to incorporate programming which will reach out beyond the museum
to the larger La Quinta community, connecting it experientially in various ways with other
sites in the neighborhood, as well as to build upon the current La Quinta Museum experience
with design strategies which are cohesive, inclusive, energetic, flexible, and open to a diversity
of art and performance experiences. We envision the project to make select, impactful
interventions into, between, and around the existing Museum, Casita, Lumberyard, with the
development of an art promenade, Archive and the Cahuilla Garden. The goal for the Cultural
Campus is to provide residents and visitors thoughtfully designed spaces to collectively enjoy
cultural and artistic experiences with an accessible, engaging set of interventions which
support both rotating and permanent art installations, live performances, and educational
workshops.
COMMUNICATION
Clear and frequent communication with our client and consultants is one of the keys to a
successful project. We rely on rigorous scheduling and online tools such as Slack, Zoom,
and G Suite to bring the team together and cover a wide range of project topics and review
drawings. We will establish regular meeting times at key junctures in the design process either
online or on-site, as the project demands. Our proximity to La Quinta and our knowledge and
experience in the region provide us the ability to mitigate issues with minor delay, if any.
WARREN TECHENTIN ARCHITECTURE, INC 14
We manage complexity through a simple, proven technique: regular recurring meetings at
the same time and with the same core individuals in attendance. To maintain seamless data
exchange with our clients, sub-consultants, and contractors, we use G Suite, which allows the
entire team to have instant access to current project status and document storage, all within
a customizable, secure platform. This organized approach is a priority, as on-time delivery is
critical to its success.
PROJECT MANAGEMENT
We employ a number of techniques to ensure all our projects are completed on schedule
and on budget. The primary strategy is maintenance of a flat organizational structure, where
each team member, including sub-consultants, has a backup. A Principal-in-Charge plus an
internal Project Manager are identified at the outset of the project and are continually aware
of project requirements and status. Both the Principal and Project Manager are available to
answer questions, direct internal staff, and make decisions. We are confident that we have
assembled the best team suited to execute this project to a high level of success.
Our expertise in forecasting work, time requirements, and costs have been developed over
time, contributing to the accuracy of project timelines and fee proposals. Critical milestone
dates are specified in project timelines, or Gantt charts, and used for project management
and review. Deviations, bottlenecks, and other unforeseen circumstances are reported
immediately to the client upon being identified. Work that is not explicitly agreed to by the
client is not performed.
Agendas, meeting minutes, and background materials are carefully prepared and distributed
in a timely fashion to avoid surprises. Reports, presentations, and display boards are treated
in the same manner. Ongoing project management is scheduled with the client to proactively
guide a project through to completion. Periodic reviews of remaining tasks are scheduled to
identify activities which may have become superfluous and therefore substituted with more
productive work.
QUALITY ASSURANCE
Our communication and project management strategies contribute to quality assurance and
quality control. Regularly scheduled coordination meetings ensure the status of all drawings
and documents is current and reflects the ongoing discussion and project requrements. Both
communication and drawing software provide central and live tracking to ensure all relevant
teams are up to date. This ongoing monitoring of the design process provides a method
through which to recommend corrective action on items emerging during the design phase.
During construction, we take a proactive stance to avoid potential issues before they arise.
This both mitigates and resolves issues to keep us from deviating from the intended goals of
the project. Continuity of key team members brings the combined knowledge to all phases of
the project and allows project objectives to be maintained from the outset of the project to its
realization.
Sunset Live/Work Apartments | WTARCH
WARREN TECHENTIN ARCHITECTURE, INC 15
SCOPE OF WORK
EXHIBIT A
SCOPE OF SERVICES
1. Services to be provided:
Phase I - Masterplan
Feasibility and Site Planning
Consultant Coordination
Community Outreach
Final Design and Presentations
Phase II- Preliminary Design
Schematic Design
Consultant Coordination
Final Design and Presentations
2. Performance Standards: 2D, 3D Modeling, REVIT, AutoCAD, top level code standards
Warsaw History Museum | WTARCH
WARREN TECHENTIN ARCHITECTURE, INC 16
PROJECT SCHEDULE
THANK YOU.
AGREEMENT FOR CONTRACT SERVICES
THIS AGREEMENT FOR CONTRACT SERVICES (the “Agreement”) is
made and entered into by and between the CITY OF LA QUINTA, (“City”), a
California municipal corporation, and Warren Techentin Architecture, Inc.
(“Contracting Party”). The parties hereto agree as follows:
1. SERVICES OF CONTRACTING PARTY.
1.1 Scope of Services. In compliance with all terms and conditions of
this Agreement, Contracting Party shall provide those services related to the
Planning and Design for La Quinta Cultural Campus Project No 2019 -01, as
specified in the “Scope of Services” attached hereto as “Exhibit A” and
incorporated herein by this reference (the “Services”). Contracting Party
represents and warrants that Contracting Party is a provider of first-class work
and/or services and Contracting Party is experienced in performing the
Services contemplated herein and, in light of such status and experience,
Contracting Party covenants that it shall follow industry standards in
performing the Services required hereunder, and that all materials, if any, will
be of good quality, fit for the purpose intended. For purposes of this
Agreement, the phrase “industry standards” shall mean those standards of
practice recognized by one or more first-class firms performing similar
services under similar circumstances.
1.2 Compliance with Law. All Services rendered hereunder shall be
provided in accordance with all ordinances, resolutions, statutes, rules,
regulations, and laws of the City and any Federal, State, or local governmental
agency of competent jurisdiction.
1.3 Wage and Hour Compliance. Contracting Party shall comply with
applicable Federal, State, and local wage and hour laws.
1.4 Licenses, Permits, Fees and Assessments. Except as otherwise
specified herein, Contracting Party shall obtain at its sole cost and expense
such licenses, permits, and approvals as may be required by law for the
performance of the Services required by this Agreement, including a City of
La Quinta business license. Contracting Party and its employees, agents, and
subcontractors shall, at their sole cost and expense, keep in effect at all times
during the term of this Agreement any licenses, permits, and approvals that
are legally required for the performance of the Services required by this
Agreement. Contracting Party 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 performanc e
of the Services required by this Agreement, and shall indemnify, defend (with
counsel selected by City), and hold City, its elected officials, officers,
employees, and agents, free and harmless against any such fees,
assessments, taxes, penalties, or interest levied, assessed, or imposed
against City hereunder. Contracting Party shall be responsible for all
subcontractors’ compliance with this Section.
1.5 Familiarity with Work. By executing this Agreement, Contracting
Party warrants that (a) it has thoroughly investigated and considered the
Services to be performed, (b) it has investigated the site where the Services
are to be performed, if any, and fully acquainted itself with the conditions
there existing, (c) it has carefully considered how the Services should be
performed, and (d) it fully understands the facilities, difficulties, and
restrictions attending performance of the Services under this Agreement.
Should Contracting Party discover any latent or unknown conditions materially
differing from those inherent in the Services or as represented by City,
Contracting Party shall immediately inform City of such fact and shall not
proceed except at Contracting Party’s risk until written instructions are
received from the Contract Officer, or assigned designee (as defined in Section
4.2 hereof).
1.6 Standard of Care. Contracting Party acknowledges and understands
that the Services contracted for under this Agreement require specialized skills
and abilities and that, consistent with this understanding, Contracting Party’s
work will be held to an industry standard of quality and workmanship.
Consistent with Section 1.5 hereinabove, Contracting Party represents to City
that it holds the necessary skills and abilities to satisfy the industry standard
of quality as set forth in this Agreement. Contracting Party shall adopt
reasonable methods during the life of this Agreement to furnish continuous
protection to the Services performed by Contracting Party, 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 Services by City, except such losses or
damages as may be caused by City’s own negligence. The performance of
Services by Contracting Party shall not relieve Contracting Party 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
Contracting Party.
1.7 Additional Services. In accordance with the terms and conditions of
this Agreement, Contracting Party shall perform services in addition to those
specified in the Scope of Services (“Additional Services”) only when directed
to do so by the Contract Officer, or assigned designee, provided that
Contracting Party shall not be required to perform any Additional Services
without compensation. Contracting Party shall not perform any Additional
Services until receiving prior written authorization (in the form of a written
change order if Contracting Party is a contractor performing the Services) from
the Contract Officer, or assigned designee, incorporating therein any
adjustment in (i) the Contract Sum, and/or (ii) the time to perform this
Agreement, which said adjustments are subject to the written approval of
Contracting Party. It is expressly understood by Contracting Party that the
provisions of this Section shall not apply to the Services specifically set forth
in the Scope of Services or reasonably contemplated therein. It is specifically
understood and agreed that oral requests and/or approvals of Additional
Services shall be barred and are unenforceable. Failure of Contracting Party
to secure the Contract Officer’s, or assigned designee’s written authorization
for Additional Services shall constitute a waiver of any and all right to
adjustment of the Contract Sum or time to perform this Agreement, whether
by way of compensation, restitution, quantum meruit, or the like, for
Additional Services provided without the appropriate authorization from the
Contract Officer, or assigned designee. Compensation for properly authorized
Additional Services shall be made in accordance with Section 2.3 of this
Agreement.
1.8 Special Requirements. Additional terms and conditions of this
Agreement, if any, which are made a part hereof are set forth in “Exhibit D”
(the “Special Requirements”), which is incorporated herein by this reference
and expressly made a part hereof. 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. COMPENSATION.
2.1 Contract Sum. For the Services rendered pursuant to this
Agreement, Contracting Party shall be compensated in accordance with
“Exhibit B” (the “Schedule of Compensation”) in a total amount not to exceed
940,000 Dollars ($940,000.00). (the “Contract Sum”), except as provided in
Section 1.7. The method of compensation set forth in the Schedule of
Compensation may include a lump sum payment upon completion, payment
in accordance with the percentage of completion of the Services, payment for
time and materials based upon Contracting Party’s rate schedule, but not
exceeding the Contract Sum, or such other reasonable methods as may be
specified in the Schedule of Compensation. The Contract Sum shall include
the attendance of Contracting Party at all project meetings reasonably deemed
necessary by City; Contracting Party shall not be entitled to any additional
compensation for attending said meetings. Compensation may include
reimbursement for actual and necessary expenditures for reproduction costs,
transportation expense, telephone expense, and similar costs and expenses
when and if specified in the Schedule of Compensation. Regardless of the
method of compensation set forth in the Schedule of Compensation,
Contracting Party’s overall compensation shall not exceed the Contract Sum,
except as provided in Section 1.7 of this Agreement.
2.2 Method of Billing & Payment. Any month in which Contracting Party
wishes to receive payment, Contracting Party shall submit to City no later than
the tenth (10th) working day of such month, in the form approved by City’s
Finance Director, an invoice for Services rendered prior to the date of the
invoice. Such invoice shall (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 staff
member. Such invoice shall contain a certification by a principal member of
Contracting Party specifying that the payment requested is for Services
performed in accordance with the terms of this Agreement. Upon approval in
writing by the Contract Officer, or assigned designee, and subject to retention
pursuant to Section 8.3, City will pay Contracting Party for all items stated
thereon which are approved by City pursuant to this Agreement no later than
thirty (30) days after invoices are received by the City’s Finance Department.
2.3 Compensation for Additional Services. Additional Services approved
in advance by the Contract Officer, or assigned designee, pursuant to Section
1.7 of this Agreement shall be paid for in an amount agreed to in writing by
both City and Contracting Party in advance of the Additional Services being
rendered by Contracting Party. Any compensation for Additional Services
amounting to five percent (5%) or less of the Contract Sum may be approved
by the Contract Officer, or assigned designee. Any greater amount of
compensation for Additional Services must be approved by the La Quinta City
Council, the City Manager, or Department Director, depending upon City laws,
regulations, rules and procedures concerning public contracting. Under no
circumstances shall Contracting Party receive compensation for any Additional
Services unless prior written approval for the Additional Services is obtained
from the Contract Officer, or assigned designee, pursuant to Section 1.7 of
this Agreement.
3. PERFORMANCE SCHEDULE.
3.1 Time of Essence. Time is of the essence in the performance of this
Agreement. If the Services not completed in accordance with the Schedule of
Performance, as set forth in Section 3.2 and “Exhibit C”, it is understood that
the City will suffer damage.
3.2 Schedule of Performance. All Services rendered pursuant to this
Agreement shall be performed diligently and within the time period
established in “Exhibit C” (the “Schedule of Performance”). Extensions to the
time period specified in the Schedule of Performance may be approved in
writing by the Contract Officer, or assigned designee.
3.3 Force Majeure. The time period specified in the Schedule of
Performance for performance of the Services rendered pursuant to this
Agreement shall be extended because of any delays due to unforeseeable
causes beyond the control and without the fault or negligence of Contracting
Party, including, but not restricted to, acts of God or of the public enemy,
fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes,
freight embargoes, acts of any governmental agency other than City, and
unusually severe weather, if Contracting Party shall within ten (10) days of
the commencement of such delay notify the Contract Officer, or assigned
designee, in writing of the causes of the delay. The Contract Officer, or
assigned designee, 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 the Contract Officer’s judgment such delay is justified, and the
Contract Officer’s determination, or assigned designee, shall be final and
conclusive upon the parties to this Agreement. Extensions to time period in
the Schedule of Performance which are determined by the Contract Officer, or
assigned designee, to be justified pursuant to this Section shall not entitle the
Contracting Party to additional compensation in excess of the Contract Sum
3.4 Term. Unless earlier terminated in accordance with the provisions in
Article 8.0 of this Agreement, the term of this agreement shall commence on
February 1, 2022, and terminate on September 30, 2022 (“Initial Term”). This
Agreement may be extended for two (2) additional year(s) upon mutual
agreement by both parties (“Extended Term”), and executed in writing.
4. COORDINATION OF WORK.
4.1 Representative of Contracting Party. The following principals of
Contracting Party (“Principals”) are hereby designated as being the principals
and representatives of Contracting Party authorized to act in its behalf with
respect to the Services specified herein and make all decisions in connection
therewith:
(a) Name: Warren Techentin
Tel No. 323-664-4500
E-mail: warren@wtarch.com
It is expressly understood that the experience, knowledge, capability, and
reputation of the foregoing Principals were a substantial inducement for City
to enter into this Agreement. Therefore, the foregoing Principals shall be
responsible during the term of this Agreement for directing all activities of
Contracting Party and devoting sufficient time to personally supervise the
Services hereunder. For purposes of this Agreement, the foregoing Principals
may not be changed by Contracting Party and no other personnel may be
assigned to perform the Services required hereunder without the express
written approval of City.
4.2 Contract Officer. The “Contract Officer”, otherwise known as the
Bryan McKinney, Public Works Director or assigned designee may be
designated in writing by the City Manager of the City. It shall be Contracting
Party’s responsibility to assure that the Contract Officer, or assigned designee,
is kept informed of the progress of the performance of the Services, and
Contracting Party shall refer any decisions, that must be made by City to the
Contract Officer, or assigned designee. Unless otherwise specified herein, any
approval of City required hereunder shall mean the approval of the Contract
Officer, or assigned designee. The Contract Officer, or assigned designee, shall
have authority to sign all documents on behalf of City required hereunder to
carry out the terms of this Agreement.
4.3 Prohibition Against Subcontracting or Assignment. The experience,
knowledge, capability, and reputation of Contracting Party, its principals, and
its employees were a substantial inducement for City to enter into this
Agreement. Except as set forth in this Agreement, Contracting Party shall not
contract or subcontract with any other entity to perform in whole or in part
the Services required hereunder without the express written approval of City.
In addition, neither this Agreement nor any interest herein may be
transferred, assigned, conveyed, hypothecated, or encumbered, voluntarily or
by operation of law, without the prior written approval of City. Transfers
restricted hereunder shall include the transfer to any person or group of
persons acting in concert of more than twenty five percent (25%) of the
present ownership and/or control of Contracting Party, taking all transfers into
account on a cumulative basis. Any attempted or purported assignment or
contracting or subcontracting by Contracting Party without City’s express
written approval shall be null, void, and of no effect. No approved transfer
shall release Contracting Party of any liability hereunder without the express
consent of City.
4.4 Independent Contractor. Neither City nor any of its employees shall
have any control over the manner, mode, or means by which Contracting
Party, its agents, or its employees, perform the Services required herein,
except as otherwise set forth herein. City shall have no voice in the selection,
discharge, supervision, or control of Contracting Party’s employees, servants,
representatives, or agents, or in fixing their number or hours of serv ice.
Contracting Party shall perform all Services required herein as an independent
contractor of City and shall remain at all times as to City a wholly independent
contractor with only such obligations as are consistent with that role.
Contracting Party shall not at any time or in any manner represent that it or
any of its agents or employees are agents or employees of City. City shall not
in any way or for any purpose become or be deemed to be a partner of
Contracting Party in its business or otherwise or a joint venture or a member
of any joint enterprise with Contracting Party. Contracting Party shall have no
power to incur any debt, obligation, or liability on behalf of City. Contracting
Party shall not at any time or in any manner represent that it or any of its
agents or employees are agents or employees of City. Except for the Contract
Sum paid to Contracting Party as provided in this Agreement, City shall not
pay salaries, wages, or other compensation to Contracting Party for
performing the Services hereunder for City. City shall not be liable for
compensation or indemnification to Contracting Party for injury or sickness
arising out of performing the Services hereunder. Notwithstanding any other
City, state, or federal policy, rule, regulation, law, or ordinance to the
contrary, Contracting Party and any of its employees, agents, and
subcontractors providing services under this Agreement shall not qualify for
or become entitled to any compensation, benefit, or any incident of
employment by City, including but not limited to eligibility to enroll in the
California Public Employees Retirement System (“PERS”) as an employee of
City and entitlement to any contribution to be paid by City for employer
contributions and/or employee contributions for PERS benefits. Contracting
Party agrees to pay all required taxes on amounts paid to Contracting Party
under this Agreement, and to indemnify and hold City harmless from any and
all taxes, assessments, penalties, and interest asserted against City by reason
of the independent contractor relationship created by this Agreement.
Contracting Party shall fully comply with the workers’ compensation laws
regarding Contracting Party and Contracting Party’s employees. Contracting
Party further agrees to indemnify and hold City harmless from any failure of
Contracting Party to comply with applicable workers’ compensation laws. City
shall have the right to offset against the amount of any payment due to
Contracting Party under this Agreement any amount due to City from
Contracting Party as a result of Contracting Party’s failure to promptly pay to
City any reimbursement or indemnification arising under this Section.
4.5 Identity of Persons Performing Work. Contracting Party represents
that it employs or will employ at its own expense all personnel required for
the satisfactory performance of any and all of the Services set forth herein.
Contracting Party represents that the Services required herein will be
performed by Contracting Party or under its direct supervision, and that all
personnel engaged in such work shall be fully qualified and shall be authorized
and permitted under applicable State and local law to perform such tasks and
services.
4.6 City Cooperation. City shall provide Contracting Party with any
plans, publications, reports, statistics, records, or other data or information
pertinent to the Services to be performed hereunder which are reasonably
available to Contracting Party only from or through action by City.
5. INSURANCE.
5.1 Insurance. Prior to the beginning of any Services under this
Agreement and throughout the duration of the term of this Agreement,
Contracting Party shall procure and maintain, at its sole cost and expense,
and submit concurrently with its execution of this Agreement, policies of
insurance as set forth in “Exhibit E” (the “Insurance Requirements”) which is
incorporated herein by this reference and expressly made a part hereof.
5.2 Proof of Insurance. Contracting Party shall provide Certificate of
Insurance to Agency along with all required endorsements. Certificate of
Insurance and endorsements must be approved by Agency’s Risk Manager
prior to commencement of performance.
6. INDEMNIFICATION.
6.1 Indemnification. To the fullest extent permitted by law, Contracting
Party shall indemnify, protect, defend (with counsel selected by City), and
hold harmless City and any and all of its officers, employees, agents, and
volunteers as set forth in “Exhibit F” (“Indemnification”) which is incorporated
herein by this reference and expressly made a part hereof.
7. RECORDS AND REPORTS.
7.1 Reports. Contracting Party shall periodically prepare and submit to
the Contract Officer, or assigned designee, such reports concerning
Contracting Party’s performance of the Services required by this Agreement
as the Contract Officer, or assigned designee, shall require. Contracting Party
hereby acknowledges that City is greatly concerned about the cost of the
Services to be performed pursuant to this Agreement. For this reason,
Contracting Party agrees that if Contracting Party becomes aware of any facts,
circumstances, techniques, or events that may or will materially increase or
decrease the cost of the Services contemplated herein or, if Contracting Party
is providing design services, the cost of the project being designed,
Contracting Party shall promptly notify the Contract Officer, or assigned
designee, of said fact, circumstance, technique, or event and the estimated
increased or decreased cost related thereto and, if Contracting Party is
providing design services, the estimated increased or decreased cost estimate
for the project being designed.
7.2 Records. Contracting Party shall keep, and require any
subcontractors to keep, such ledgers, books of accounts, invoices, vouchers,
canceled checks, reports (including but not limited to payroll reports), studies,
or other documents relating to the disbursements charged to City and the
Services performed hereunder (the “Books and Records”), as shall be
necessary to perform the Services required by this Agreement and enable the
Contract Officer, or assigned designee, to evaluate the performance of such
Services. Any and all such Books and Records shall be maintained in
accordance with generally accepted accounting principles and shall be
complete and detailed. The Contract Officer, or assigned designee, shall have
full and free access to such Books and Records at all times during normal
business hours of City, including the right to inspect, copy, audit, and make
records and transcripts from such Books and Records. Such Books and
Records shall be maintained for a period of three (3) years following
completion of the Services hereunder, and City shall have access to such
Books and Records in the event any audit is required. In the event of
dissolution of Contracting Party’s business, custody of the Books and Records
may be given to City, and access shall be provided by Contracting Party’s
successor in interest. Under California Government Code Section 8546.7, if
the amount of public funds expended under this Agreement exceeds Ten
Thousand Dollars ($10,000.00), this Agreement shall be subject to the
examination and audit of the State Auditor, at the request of City or as part
of any audit of City, for a period of three (3) years a fter final payment under
this Agreement.
7.3 Ownership of Documents. All drawings, specifications, maps,
designs, photographs, studies, surveys, data, notes, computer files, reports,
records, documents, and other materials plans, drawings, estimates, test
data, survey results, models, renderings, and other documents or works of
authorship fixed in any tangible medium of expression, including but not
limited to, physical drawings, digital renderings, or data stored digitally,
magnetically, or in any other medium prepared or caused to be prepared by
Contracting Party, its employees, subcontractors, and agents in the
performance of this Agreement (the “Documents and Materials”) shall be the
property of City and shall be delivered to City upon request of the Co ntract
Officer, or assigned designee, or upon the expiration or termination of this
Agreement, and Contracting Party shall have no claim for further employment
or additional compensation as a result of the exercise by City of its full rights
of ownership use, reuse, or assignment of the Documents and Materials
hereunder. Any use, reuse or assignment of such completed Documents and
Materials for other projects and/or use of uncompleted documents without
specific written authorization by Contracting Party will be at City’s sole risk
and without liability to Contracting Party, and Contracting Party’s guarantee
and warranties shall not extend to such use, revise, or assignment.
Contracting Party may retain copies of such Documents and Materials for its
own use. Contracting Party shall have an unrestricted right to use the concepts
embodied therein. All subcontractors shall provide for assignment to City of
any Documents and Materials prepared by them, and in the event Contracting
Party fails to secure such assignment, Contracting Party shall indemnify City
for all damages resulting therefrom.
7.4 In the event City or any person, firm, or corporation authorized by
City reuses said Documents and Materials without written verification or
adaptation by Contracting Party for the specific purpose intended and causes
to be made or makes any changes or alterations in said Documents and
Materials, City hereby releases, discharges, and exonerates Contracting Party
from liability resulting from said change. The pr ovisions of this clause shall
survive the termination or expiration of this Agreement and shall thereafter
remain in full force and effect.
7.5 Licensing of Intellectual Property. This Agreement creates a
nonexclusive and perpetual license for City to copy, use, modify, reuse, or
sublicense any and all copyrights, designs, rights of reproduction, and other
intellectual property embodied in the Documents and Materials. Contracting
Party shall require all subcontractors, if any, to agree in writing that City is
granted a non-exclusive and perpetual license for the Documents and
Materials the subcontractor prepares under this Agreement. Contracting Party
represents and warrants that Contracting Party has the legal right to license
any and all of the Documents and Materials. Contracting Party makes no such
representation and warranty in regard to the Documents and Materials which
were prepared by design professionals other than Contracting Party or
provided to Contracting Party by City. City shall not be limited in any way in
its use of the Documents and Materials at any time, provided that any such
use not within the purposes intended by this Agreement shall be at City’s sole
risk.
7.6 Release of Documents. The Documents and Materials shall not be
released publicly without the prior written approval of the Contract Officer, or
assigned designee, or as required by law. Contracting Party 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.
7.7 Confidential or Personal Identifying Information. Contracting Party
covenants that all City data, data lists, trade secrets, documents with personal
identifying information, documents that are not public records, draft
documents, discussion notes, or other information, if any, developed or
received by Contracting Party or provided for performance of this Agreement
are deemed confidential and shall not be disclosed by Contracting Party to any
person or entity without prior written authorization by City or unless required
by law. City shall grant authorization for disclosure if required by any lawful
administrative or legal proceeding, court order, or similar directive with the
force of law. All City data, data lists, trade secrets, documents with personal
identifying information, documents that are not public records, draft
documents, discussions, or other information shall be returned to City upon
the termination or expiration of this Agreement. Contracting Party’s covenant
under this section shall survive the termination or expiration of this
Agreement.
8. ENFORCEMENT OF AGREEMENT.
8.1 California Law. This Agreement shall be interpreted, construed, and
governed both as to validity and to performance of the parties in accordance
with the laws of the State of California. Legal actions concerning any dispute,
claim, or matter arising out of or in relation to this Agreement shall be
instituted in the Superior Court of the County of Riverside, State of California,
or any other appropriate court in such county, and Contracting Party
covenants and agrees to submit to the personal jurisdiction of such court in
the event of such action.
8.2 Disputes. In the event of any dispute arising under this Agreement,
the injured party shall notify the injuring party in writing of its contentions by
submitting a claim therefore. The injured party shall continue performing its
obligations hereunder so long as the injuring party commences to cure such
default within ten (10) days of service of such notice and completes the cure
of such default within forty-five (45) days after service of the notice, or such
longer period as may be permitted by the Contract Officer, or assigned
designee; provided that if the default is an immediate danger to the health,
safety, or general welfare, City may take such immediate action as City deems
warranted. Compliance with the provisions of this Section shall be a condition
precedent to termination of this Agreement for cause and to any legal action,
and such compliance shall not be a waiver of any party’s right to take legal
action in the event that the dispute is not cured, provided that nothing herein
shall limit City’s right to terminate this Agreement without cause pursuant to
this Article 8.0. During the period of time that Contracting Party is in default,
City shall hold all invoices and shall, when the default is cured, proceed with
payment on the invoices. In the alternative, City may, in its sole discretion,
elect to pay some or all of the outstanding invoices during any period of
default.
8.3 Retention of Funds. City may withhold from any monies payable to
Contracting Party sufficient funds to compensate City for any losses, costs,
liabilities, or damages it reasonably believes were suffered by City due to the
default of Contracting Party in the performance of the Services required by
this Agreement.
8.4 Waiver. No delay or omission in the exercise of any right or remedy
of a non-defaulting 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 Contracting
Party requiring City’s consent or approval shall not be deemed to waive or
render unnecessary City’s consent to or approval of any subsequent act of
Contracting Party. 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.
8.5 Rights and Remedies are Cumulative. Except with respect to rights
and remedies expressly declared to be exclusive in this Agreement, the rights
and remedies of the parties are cumulative and the exercise by either party
of one or more of such rights or remedies shall not preclude the exercise by
it, at the same or different times, of any other rights or remedies for the same
default or any other default by the other party.
8.6 Legal Action. In addition to any other rights or remedies, either party
may take legal action, at law or at equity, to cure, correct, or remedy any
default, to recover damages for any default, to compel specific performance
of this Agreement, to obtain declaratory or injunctive relief, or to obtain any
other remedy consistent with the purposes of this Agreement.
8.7 Termination Prior To Expiration of Term. This Section shall govern
any termination of this Agreement, except as specifically provided in the
following Section for termination for cause. City reserves the right to terminate
this Agreement at any time, with or without cause, upon thirty (30) days’
written notice to Contracting Party. Upon receipt of any notice of termination,
Contracting Party shall immediately cease all Services hereunder except such
as may be specifically approved by the Contract Officer, or assigned designee.
Contracting Party 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, or assigned designee, thereafter in accordance with the
Schedule of Compensation or such as may be approved by the Contract
Officer, or assigned designee, except amounts held as a retention pursuant to
this Agreement.
8.8 Termination for Default of Contracting Party . If termination is due
to the failure of Contracting Party to fulfill its obligations under this Agreement,
Contracting Party shall vacate any City-owned property which Contracting
Party is permitted to occupy hereunder and City may, after compliance with
the provisions of Section 8.2, take over the Services and prosecute the same
to completion by contract or otherwise, and Contracting Party 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 damages), and City may withhold
any payments to Contracting Party for the purpose of setoff or partial payment
of the amounts owed City.
8.9 Attorneys’ Fees. If either party to this Agreement is required to
initiate or defend or made a party to any action or proceeding in any way
connected with this Agreement, the prevailing party in such action or
proceeding, in addition to any other relief which may be granted, whether
legal or equitable, shall be entitled to reasonable attorneys’ fees; provided,
however, that the attorneys’ fees awarded pursuant to this Section shall not
exceed the hourly rate paid by City for legal services multiplied by the
reasonable number of hours spent by the prevailing party in the conduct of
the litigation. Attorneys’ fees shall include attorneys’ fees on any appeal, and
in addition a party entitled to attorneys’ fees shall be entitled to all other
reasonable costs for investigating such action, taking depositions and
discovery, and all other necessary costs the court allows which are incurred in
such litigation. All such fees shall be deemed to have accrued on
commencement of such action and shall be enforceable whether or not such
action is prosecuted to judgment. The court may set such fees in the same
action or in a separate action brought for that purpose.
9. CITY OFFICERS AND EMPLOYEES; NONDISCRIMINATION.
9.1 Non-liability of City Officers and Employees. No officer, official,
employee, agent, representative, or volunteer of City shall be personally liable
to Contracting Party, or any successor in interest, in the event or any default
or breach by City or for any amount which may become due to Contracting
Party or to its successor, or for breach of any obligation of the terms of this
Agreement.
9.2 Conflict of Interest. Contracting Party covenants that neither it, nor
any officer or principal of it, has or shall acquire any interest, directly or
indirectly, which would conflict in any manner with the interests of City or
which would in any way hinder Contracting Party’s performance of the
Services under this Agreement. Contracting Party further covenants that in
the performance of this Agreement, no person having any such interest shall
be employed by it as an officer, employee, agent, o r subcontractor without
the express written consent of the Contract Officer, or assigned designee.
Contracting Party agrees to at all times avoid conflicts of interest or the
appearance of any conflicts of interest with the interests of City in the
performance of this Agreement.
No officer or employee of City shall have any financial interest, direct or
indirect, in this Agreement nor shall any such officer or employee participate
in any decision relating to this Agreement which effects his financial interest
or the financial interest of any corporation, partnership or association in which
he is, directly or indirectly, interested, in violation of any State statute or
regulation. Contracting Party warrants that it has not paid or given and will
not pay or give any third party any money or other consideration for obtaining
this Agreement.
9.3 Covenant against Discrimination. Contracting Party covenants that,
by and for itself, its heirs, executors, assigns, and all persons claiming under
or through them, that there shall be no discrimination against or segregation
of, any person or group of persons on account of any impermissible
classification including, but not limited to, race, color, creed, religion, sex,
marital status, sexual orientation, national origin, or ancestry in the
performance of this Agreement. Contracting Party shall take affirmative action
to ensure that applicants are employed and that employees are treated during
employment without regard to their race, color, creed, religion, sex, marital
status, sexual orientation, national origin, or ancestry.
10. MISCELLANEOUS PROVISIONS.
10.1 Notice. Any notice, demand, request, consent, approval, or
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 by
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 communicated forty-eight (48) hours from the
time of mailing if mailed as provided in this Section.
To City: To Contracting Party:
CITY OF LA QUINTA WTARCH
Attention: Bryan McKinney Attn: Warren Techentin
78495 Calle Tampico 2801 Hyperion Avenue, Suite 103
La Quinta, California 92253 Los Angeles, CA 90027
10.2 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed
for or against either party by reason of the authorship of this Agreement or
any other rule of construction which might otherwise apply.
10.3 Section Headings and Subheadings. The section headings and
subheadings contained in this Agreement are included for convenience only
and shall not limit or otherwise affect the terms of this Agreement.
10.4 Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed to be an original, and such counterparts shall
constitute one and the same instrument.
10.5 Integrated Agreement. This Agreement including the exhibits
hereto is the entire, complete, and exclusive expression of the understanding
of the parties. It is understood that there are no oral agreements between the
parties hereto affecting this Agreement and this Agreement supersedes and
cancels any and all previous negotiations, arrangements, agreements, and
understandings, if any, between the parties, and none shall be used to
interpret this Agreement.
10.6 Amendment. No amendment to or modification of this Agreement
shall be valid unless made in writing and approved by Contracting Party and
by the City Council of City. The parties agree that this requirement for written
modifications cannot be waived and that any attempted waiver shall be void.
10.7 Severability. In the event that any one or more of the articles,
phrases, sentences, clauses, paragraphs, or sections contained in this
Agreement shall be declared invalid or unenforceable, such invalidity or
unenforceability shall not affect any of the remaining articles, phrases,
sentences, clauses, paragraphs, or sections of this Agreement which are
hereby declared as severable and shall be interpreted to carry out the intent
of the parties hereunder unless the invalid provision is so material that its
invalidity deprives either party of the basic benefit of their bargain or renders
this Agreement meaningless.
10.8 Unfair Business Practices Claims. In entering into this Agreement,
Contracting Party offers and agrees to assign to City all rights, title, and
interest in and to all causes of action it may have under Section 4 of the
Clayton Act (15 U.S.C. § 15) or under the Cartwright Act (Chapter 2,
(commencing with Section 16700) of Part 2 of Division 7 of the Business and
Professions Code), arising from purchases of goods, services, or materials
related to this Agreement. This assignment shall be made and become
effective at the time City renders final payment to Contracting Party without
further acknowledgment of the parties.
10.9 No Third-Party Beneficiaries. With the exception of the specific
provisions set forth in this Agreement, there are no intended third -party
beneficiaries under this Agreement and no such other third parties shall have
any rights or obligations hereunder.
10.10 Authority. The persons executing this Agreement on behalf of
each of the parties hereto represent and warrant that (i) such party is duly
organized and existing, (ii) they are duly authorized to execute and deliver
this Agreement on behalf of said party, (iii) by so executing this Agreement,
such party is formally bound to the provisions of this Agreement, and (iv) that
entering into this Agreement does not violate any provision of any other
Agreement to which said party is bound. This Agreement shall be binding upon
the heirs, executors, administrators, successors, and assigns of the parties.
[SIGNATURES ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the dates stated below.
CITY OF LA QUINTA, Warren Techentin Architecture, Inc.
a California Municipal Corporation
___________________________ ___________________________
JON McMILLEN, City Manager Warren Techentin, Principal
City of La Quinta, California WTARCH
Dated: _____________________
ATTEST:
___________________________ ___________________________
MONIKA RADEVA, City Clerk Kirstin Soby, Director of Marketing
City of La Quinta, California WTARCH
APPROVED AS TO FORM:
___________________________
WILLIAM H. IHRKE, City Attorney
City of La Quinta, California
ADDENDUM TO AGREEMENT
Re: Scope of Services
If the Scope of Services include construction, alteration, demolition,
installation, repair, or maintenance affecting real property or structures or
improvements of any kind appurtenant to real property, the following apply:
1. Prevailing Wage Compliance. If Contracting Party is a contractor
performing public works and maintenance projects, as described in this
Section 1.3, Contracting Party shall comply with applicable Federal, State, and
local laws. Contracting Party is aware of the requirements of California Labor
Code Sections 1720, et seq., and 1770, et seq., as well as California Code of
Regulations, Title 8, Sections 16000, et seq., (collectively, the “Prevailing
Wage Laws”), and La Quinta Municipal Code Section 3.12.040, which require
the payment of prevailing wage rates and the performance of other
requirements on “Public works” and “Maintenance” projects. If the Services
are being performed as part of an applicable “Public works” or “Maintenance”
project, as defined by the Prevailing Wage Laws, and if construction work over
twenty-five thousand dollars ($25,000.00) and/or alterations, demolition,
repair or maintenance work over fifteen thousand dollars ($15,000.00) is
entered into or extended on or after January 1, 2015 by this Agreement,
Contracting Party agrees to fully comply with such Prevailing Wage Laws
including, but not limited to, requirements related to the maintenance of
payroll records and the employment of apprentices. Pursuant to California
Labor Code Section 1725.5, no contractor or subcontractor may be awarded
a contract for public work on a “Public works” project unless registered with
the California Department of Industrial Relations (“DIR”) at the time the
contract is awarded. If the Services are being performed as part o f an
applicable “Public works” or “Maintenance” project, as defined by the
Prevailing Wage Laws, this project is subject to compliance monitoring and
enforcement by the DIR. Contracting Party will maintain and will require all
subcontractors to maintain valid and current DIR Public Works contractor
registration during the term of this Agreement. Contracting Party shall notify
City in writing immediately, and in no case more than twenty-four (24) hours,
after receiving any information that Contracting Party’s or any of its
subcontractor’s DIR registration status has been suspended, revoked, expired,
or otherwise changed. It is understood that it is the responsibility of
Contracting Party to determine the correct salary scale. Contracting Party 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 Contracting Party’s
principal place of business and at the project site, if any. The statutory
penalties for failure to pay prevailing wage or to comply with State wage and
hour laws will be enforced. Contracting Party must forfeit to City TWENTY FIVE
DOLLARS ($25.00) per day for each worker who works in excess of the
minimum working hours when Contracting Party does not pay overtime. In
accordance with the provisions of Labor Code Sections 1810 et seq., eight (8)
hours is the legal working day. Contracting Party also shall comply with State
law requirements to maintain payroll records and shall provide for certified
records and inspection of records as required by California Labor Code Section
1770 et seq., including Section 1776. In addition to the other indemnities
provided under this Agreement, Contracting Party shall defend (with counsel
selected by City), indemnify, and hold City, its elected officials, officers,
employees, and agents free and harmless from any claim or liability arising
out of any failure or alleged failure to comply with the Prevailing Wage L aws.
It is agreed by the parties that, in connection with performance of the
Services, including, without limitation, any and all “Public works” (as defined
by the Prevailing Wage Laws), Contracting Party shall bear all risks of payment
or non-payment of prevailing wages under California law and/or the
implementation of Labor Code Section 1781, as the same may be amended
from time to time, and/or any other similar law. Contracting Party
acknowledges and agrees that it shall be independently responsible for
reviewing the applicable laws and regulations and effectuating compliance
with such laws. Contracting Party shall require the same of all subcontractors.
2. Retention. Payments shall be made in accordance with the provisions
of Article 2.0 of the Agreement. In accordance with said Sections, City shall
pay Contracting Party a sum based upon ninety-five percent (95%) of the
Contract Sum apportionment of the labor and materials incorporated into the
Services under this Agreement during the month covered by said invoice. The
remaining five percent (5%) thereof shall be retained as performance security
to be paid to Contracting Party within sixty (60) days after final acceptance of
the Services by the City Council of City, after Contracting Party has furnished
City with a full release of all undisputed payments under this Agreement, if
required by City. In the event there are any claims specifically excluded by
Contracting Party from the operation of the release, City may retain proceeds
(per Public Contract Code § 7107) of up to one hundred fifty percent (150%)
of the amount in dispute. City’s failure to deduct or withhold shall not affect
Contracting Party’s obligations under the Agreement.
3. Utility Relocation. City is responsible for removal, relocation, or
protection of existing main or trunk-line utilities to the extent such utilities
were not identified in the invitation for bids or specifications. City shall
reimburse Contracting Party for any costs incurred in locating, repairing
damage not caused by Contracting Party, and removing or relocating such
unidentified utility facilities. Contracting Party shall not be assessed liquidated
damages for delay arising from the removal or relocation of such unidentified
utility facilities.
4. Trenches or Excavations. Pursuant to California Public Contract Code
Section 7104, in the event the work included in this Agreement requires
excavations more than four (4) feet in depth, the following shall apply:
(a) Contracting Party shall promptly, and before the following
conditions are disturbed, notify City, in writing, of any: (1) material that
Contracting Party believes may be material that is hazardous waste, as
defined in Section 25117 of the Health and Safety Code, that is required
to be removed to a Class I, Class II, or Class III disposal site in
accordance with provisions of existing law; (2) subsurface or latent
physical conditions at the site different from those indicated by
information about the site made available to bidders prior to the
deadline for submitting bids; or (3) unknown physical conditions at the
site of any unusual nature, different materially from those ordinarily
encountered and generally recognized as inherent in work of the
character provided for in the Agreement.
(b) City shall promptly investigate the conditions, and if it finds
that the conditions do materially so differ, or do involve hazardous
waste, and cause a decrease or increase in Contracting Party’s cost of,
or the time required for, performance of any part of the work shall issue
a change order per Section 1.8 of the Agreement.
(c) in the event that a dispute arises between City and Contracting
Party whether the conditions materially differ, or involve hazardous
waste, or cause a decrease or increase in Contracting Party’s cost of, or
time required for, performance of any part of the work, Contracting
Party shall not be excused from any scheduled completion date provided
for by this Agreement, but shall proceed with all work to be performed
under this Agreement. Contracting Party shall retain any and all rights
provided either by contract or by law which pertain to the resolution of
disputes and protests between the contracting Parties.
5. Safety. Contracting Party shall execute and maintain its work so as to
avoid injury or damage to any person or property. In carrying out the Services,
Contracting Party 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. Safety
precautions as applicable shall include, but shall not be limited to: (A)
adequate life protection and lifesaving equipment and procedures; (B)
instructions in accident prevention for all employees and subcontractors, such
as safe walkways, scaffolds, fall protection ladders, bridges, gang planks,
confined space procedures, trenching and shoring, equipment and other safety
devices, equipment and wearing apparel as are necessary or lawfully required
to prevent accidents or injuries; and (C) adequate facilities for the proper
inspection and maintenance of all safety measures.
6. Liquidated Damages. Since the determination of actual damages for
any delay in performance of the Agreement would be extremely difficult or
impractical to determine in the event of a breach of this Agreement,
Contracting Party shall be liable for and shall pay to City the sum of One
Thousand dollars ($1,000.00) as liquidated damages for each working day of
delay in the performance of any of the Services required hereunder, as
specified in the Schedule of Performance. In addition, liquidated damages may
be assessed for failure to comply with the emergency call out requirements,
if any, described in the Scope of Services. City may withhold from any moneys
payable on account of the Services performed by Contracting Party any
accrued liquidated damages.
Exhibit B
Schedule of Compensation
With the exception of compensation for Additional Services, provided for
in Section 2.3 of this Agreement, the maximum total compensation to be paid
to Contracting Party under this Agreement is not to exceed 940,000 Dollars
($ 940,000.00 (“Contract Sum”). The Contract Sum shall be paid to
Contracting Party in installment payments made on a monthly basis and in an
amount identified in Contracting Party’s schedule of compensation attached
hereto for the work tasks performed and properly invoiced by Contracting
Party in conformance with Section 2.2 of this Agreement.
Exhibit C
Schedule of Performance
Contracting Party shall complete all services identified in the Scope of
Services, Exhibit A of this Agreement, in accordance with the Project Schedule,
attached hereto and incorporated herein by this reference.
See Page 16 of proposal.
Exhibit D
Special Requirements
None.
Exhibit E
Insurance Requirements
E.1 Insurance. Prior to the beginning of and throughout the duration of
this Agreement, the following policies shall be maintained and kept in full force
and effect providing insurance with minimum limits as indicated belo w and
issued by insurers with A.M. Best ratings of no less than A-VI:
Commercial General Liability (at least as broad as ISO CG 0001)
$1,000,000 (per occurrence)
$2,000,000 (general aggregate)
Must include the following endorsements:
General Liability Additional Insured
General Liability Primary and Non-contributory
Commercial Auto Liability (at least as broad as ISO CA 0001)
$1,000,000 (per accident)
Personal Auto Declaration Page if applicable
Errors and Omissions Liability
$1,000,000 (per claim and aggregate)
Workers’ Compensation
(per statutory requirements)
Must include the following endorsements:
Workers Compensation with Waiver of Subrogation
Workers Compensation Declaration of Sole Proprietor if applicable
Contracting Party shall procure and maintain, at its cost, and submit
concurrently with its execution of this Agreement, Commercial General
Liability insurance against all claims for injuries against persons or damages
to property resulting from Contracting Party’s acts or omissions rising ou t of
or related to Contracting Party’s performance under this Agreement. The
insurance policy shall contain a severability of interest clause providing that
the coverage shall be primary for losses arising out of Contracting Party’s
performance hereunder and neither City nor its insurers shall be required to
contribute to any such loss. An endorsement evidencing the foregoing and
naming the City and its officers and employees as additional insured (on the
Commercial General Liability policy only) must be submitted concurrently with
the execution of this Agreement and approved by City prior to commencement
of the services hereunder.
Contracting Party shall carry automobile liability insurance of
$1,000,000 per accident against all claims for injuries against persons or
damages to property arising out of the use of any automobile by Contracting
Party, its officers, any person directly or indirectly employed by Contracting
Party, any subcontractor or agent, or anyone for whose acts any of them may
be liable, arising directly or indirectly out of or related to Contracting Party’s
performance under this Agreement. If Contracting Party or Contracting Party’s
employees will use personal autos in any way on this project, Contracting
Party shall provide evidence of personal auto liability coverage for each such
person. The term “automobile” includes, but is not limited to, a land motor
vehicle, trailer or semi-trailer designed for travel on public roads. The
automobile insurance policy shall contain a severability of interest clause
providing that coverage shall be primary for losses arising out of Contracting
Party’s performance hereunder and neither City nor its insurers shall be
required to contribute to such loss.
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 Contracting Party and “Covered
Professional Services” as designated in the policy must specifically include
work performed under this agreement. The policy limit shall be no less than
$1,000,000 per claim and in the aggregate. The policy must “pay on behalf
of” the insured and must include a provision establishing the insurer’s duty to
defend. The policy retroactive date shall be on or before the effective date of
this agreement.
Contracting Party shall carry Workers’ Compensation Insurance in
accordance with State Worker’s Compensation laws with employer’s liability
limits no less than $1,000,000 per accident or disease.
If coverage is maintained on a claims-made basis, Contracting Party shall
maintain such coverage for an additional period of three (3) years following
termination of the contract.
Contracting Party shall provide written notice to City within ten (10)
working days if: (1) any of the required insurance policies is terminated; (2)
the limits of any of the required polices are reduced; or (3) the deductible or
self-insured retention is increased. In the event any of said policies of
insurance are cancelled, Contracting Party shall, prior to the cancellation date,
submit new evidence of insurance in conformance with this Exhibit to the
Contract Officer. The procuring of such insurance or the delivery of policies or
certificates evidencing the same shall not be construed as a limitation of
Contracting Party’s obligation to indemnify City, its officers, employees,
contractors, subcontractors, or agents.
E.2 Remedies. In addition to any other remedies City may have if
Contracting Party fails to provide or maintain any insurance policies or policy
endorsements to the extent and within the time herein required, City may, at
its sole option:
a. Obtain such insurance and deduct and retain the amount of the
premiums for such insurance from any sums due under this Agreement.
b. Order Contracting Party to stop work under this Agreement and/or
withhold any payment(s) which become due to Contracting Party hereunder
until Contracting Party demonstrates compliance with the requirements
hereof.
c. Terminate this Agreement.
Exercise any of the above remedies, however, is an alternative to any
other remedies City may have. The above remedies are not the exclusive
remedies for Contracting Party’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 Contracting Party may be held
responsible for payments of damages to persons or property resulting from
Contracting Party’s or its subcontractors’ performance of work under this
Agreement.
E.3 General Conditions Pertaining to Provisions of Insurance Coverage
by Contracting Party. Contracting Party and City agree to the following with
respect to insurance provided by Contracting Party:
1. Contracting Party agrees to have its insurer endorse the third party
general liability coverage required herein to include as additional insureds
City, its officials, employees, and agents, using standard ISO endorsement
No. CG 2010 with an edition prior to 1992. Contracting Party also ag rees to
require all contractors, and subcontractors to do likewise.
2. No liability insurance coverage provided to comply with this
Agreement shall prohibit Contracting Party, or Contracting Party’s employees,
or agents, from waiving the right of subrogation prior to a loss. Contracting
Party agrees to waive subrogation rights against City regardless of the
applicability of any insurance proceeds, and to require all contractors and
subcontractors to do likewise.
3. All insurance coverage and limits provided by Contracting Party and
available or applicable to this Agreement are intended to apply to the full
extent of the policies. Nothing contained in this Agreement or any other
agreement relating to City or its operations limits the application of such
insurance coverage.
4. 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.
5. No liability policy shall contain any provision or definition that would
serve to eliminate so-called “third party action over” claims, including any
exclusion for bodily injury to an employee of the insured or of any contractor
or subcontractor.
6. All coverage types and limits required are subject to approval,
modification and additional requirements by the City, as the need arises.
Contracting Party shall not make any reductions in scope of coverage (e.g.
elimination of contractual liability or reduction of discovery period) that may
affect City’s protection without City’s prior written consent.
7. Proof of compliance with these insurance requirements, consisting of
certificates of insurance evidencing all the coverages required and an
additional insured endorsement to Contracting Party’s general liability policy,
shall be delivered to City at or prior to the execution of this Agreement. In the
event such proof of any insurance is not delivered as required, or in the event
such insurance is canceled at any time and no replacement coverage is
provided, City has the right, but not the duty, to obtain any insurance it deems
necessary to protect its interests under this or any other agreement and to
pay the premium. Any premium so paid by City shall be charged to and
promptly paid by Contracting Party or deducted from sums due Contracting
Party, at City option.
8. It is acknowledged by the parties of this agreement that all insurance
coverage required to be provided by Contracting Party or any subcontractor,
is intended to apply first and on a primary, non-contributing basis in relation
to any other insurance or self-insurance available to City.
9. Contracting Party agrees to ensure that subcontractors, and any other
party involved with the project that is brought onto or involved in the project
by Contracting Party, provide the same minimum insurance coverage required
of Contracting Party. Contracting Party 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. Contracting Party
agrees that upon request, all agreements with subcontractors and others
engaged in the project will be submitted to City for review.
10. Contracting Party agrees not to self-insure or to use any self insured
retentions or deductibles on any portion of the insurance required herein (with
the exception of professional liability coverage, if required) and further agrees
that it will not allow any contractor, subcontractor, Architect, Engineer or other
entity or person in any way involved in the performance of work on the project
contemplated by this agreement to self-insure its obligations to City. If
Contracting Party’s existing coverage includes a deductible or self-insured
retention, the deductible or self-insured retention must be declared to the
City. At that time the City shall review options with the Contracting Party,
which may include reduction or elimination of the deductible or self-insured
retention, substitution of other coverage, or other solutions.
11. The City reserves the right at any time during the term of this
Agreement to change the amounts and types of insurance required by giving
the Contracting Party ninety (90) days advance written notice of such change.
If such change results in substantial additional cost to the Contracting Party,
the City will negotiate additional compensation proportional to the increased
benefit to City.
12. For purposes of applying insurance coverage only, this Agreement
will be deemed to have been executed immediately upon any party hereto
taking any steps that can be deemed to be in furtherance of or towards
performance of this Agreement.
13. Contracting Party acknowledges and agrees that any actual or
alleged failure on the part of City to inform Contracting Party of noncompliance
with any insurance requirement in no way imposes any additional obligations
on City nor does it waive any rights hereunder in this or any other regard.
14. Contracting Party will renew the required coverage annually as long
as City, or its employees or agents face an exposure from operations of any
type pursuant to this agreement. This obligation applies whether the
agreement is canceled or terminated for any reason. Termination of this
obligation is not effective until City executes a written statement to that effect.
15. Contracting Party shall provide proof that policies of insurance
required herein expiring during the term of this Agreement have been renewed
or replaced with other policies providing at least the same coverage. Proof
that such coverage has been ordered shall be submitted prior to expiration. A
coverage binder or letter from Contracting Party’s insurance agent to this
effect is acceptable. A certificate of insurance and an additional insured
endorsement is required in these specifications applicable to the renewing or
new coverage must be provided to City within five (5) days of the expiration
of coverages.
16. The provisions of any workers’ compensation or similar act will not
limit the obligations of Contracting Party under this agreement. Contracting
Party expressly agrees not to use any statutory immunity defenses under such
laws with respect to City, its employees, officials, and agents.
17. Requirements of specific coverage features, or limits contained in
this section are not intended as limitations on coverage, limits or other
requirements nor as a waiver of any coverage normally provided by any given
policy. 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 limiting or all-inclusive.
18. These insurance requirements are intended to be separate and
distinct from any other provision in this Agreement and are intended by the
parties here to be interpreted as such.
19. The requirements in this Exhibit supersede all other sections and
provisions of this Agreement to the extent that any other section or provision
conflicts with or impairs the provisions of this Exhibit.
20. Contracting Party agrees to be responsible for ensuring that no
contract used by any party involved in any way with the project reserves the
right to charge City or Contracting Party for the cost of additional insurance
coverage required by this agreement. Any such provisions are to be deleted
with reference to City. It is not the intent of City to reimburse any third party
for the cost of complying with these requirements. There shall be no recourse
against City for payment of premiums or other amounts with respect thereto.
21. Contracting Party agrees to provide immediate notice to City of any
claim or loss against Contracting Party arising out of the work performed under
this agreement. City assumes no obligation or liability by such notice, but has
the right (but not the duty) to monitor the handling of any such claim or claims
if they are likely to involve City.
Exhibit F
Indemnification
F.1 Indemnity for the Benefit of City.
a. Indemnification for Professional Liability. When the law
establishes a professional standard of care for Contracting Party’s
Services, to the fullest extent permitted by law, Contracting Party shall
indemnify, protect, defend (with counsel selected by City), and hold
harmless City and any and all of its officials, employees, and agents
(“Indemnified Parties”) from and against any and all claims, losses,
liabilities of every kind, nature, and description, damages, injury
(including, without limitation, injury to or death of an employee of
Contracting Party or of any subcontractor), costs and expenses of any
kind, whether actual, alleged or threatened, including, without
limitation, incidental and consequential damages, court costs, attorneys’
fees, litigation expenses, and fees of expert consultants or expert
witnesses incurred in connection therewith and costs of investigation, to
the extent same are caused in whole or in part by any negligent or
wrongful act, error or omission of Contracting Party, its officers, agents,
employees or subcontractors (or any entity or individual that
Contracting Party shall bear the legal liability thereof) in the
performance of professional services under this agreement. With
respect to the design of public improvements, the Contracting Party
shall not be liable for any injuries or property damage resulting from the
reuse of the design at a location other than that specified in Exhibit A
without the written consent of the Contracting Party.
b. Indemnification for Other Than Professional Liability. Other than
in the performance of professional services and to the full extent
permitted by law, Contracting Party shall indemnify, defend (with
counsel selected by City), and hold harmless the Indemnified Parties
from and against any liability (including liability for claims, suits, actions,
arbitration proceedings, administrative proceedings, regulatory
proceedings, losses, expenses or costs of any kind, whether actual,
alleged or threatened, including, without limitation, incidental and
consequential damages, court costs, attorneys’ fees, litigation
expenses, and fees of expert consultants or expert witnesses) incurred
in connection therewith and costs of investigation, where the same arise
out of, are a consequence of, or are in any way attributable to, in whole
or in part, the performance of this Agreement by Contracting Party or
by any individual or entity for which Contracting Party is legally liable,
including but not limited to officers, agents, employees, or
subcontractors of Contracting Party.
c. Indemnity Provisions for Contracts Related to Construction
(Limitation on Indemnity). Without affecting the rights of City under any
provision of this agreement, Contracting Party shall not be required to
indemnify and hold harmless City for liability attributable to the active
negligence of City, provided such active negligence is determined by
agreement between the parties or by the findings of a court of
competent jurisdiction. In instances where City is shown to have been
actively negligent and where City’s active negligence accounts for only
a percentage of the liability involved, the obligation of Contracting Party
will be for that entire portion or percentage of liability not attributable
to the active negligence of City.
d. Indemnification Provision for Design Professionals.
1. Applicability of this Section F.1(d). Notwithstanding
Section F.1(a) hereinabove, the following indemnification
provision shall apply to a Contracting Party who constitutes a
“design professional” as the term is defined in paragraph 3 below.
2. Scope of Indemnification. When the law establishes a
professional standard of care for Contracting Party’s Services, to
the fullest extent permitted by law, Contracting Party shall
indemnify and hold harmless City and any and all of its officials,
employees, and agents (“Indemnified Parties”) from and against
any and all losses, liabilities of every kind, nature, and description,
damages, injury (including, without limitation, injury to or death
of an employee of Contracting Party or of any subcontractor),
costs and expenses, including, without limitation, incidental and
consequential damages, court costs, reimbursement of attorneys’
fees, litigation expenses, and fees of expert consultants or expert
witnesses incurred in connection therewith and costs of
investigation, to the extent same are caused by any negligent or
wrongful act, error or omission of Contracting Party, its officers,
agents, employees or subcontractors (or any entity or individual
that Contracting Party shall bear the legal liability thereof) in the
performance of professional services under this agreement. With
respect to the design of public improvements, the Contracting
Party shall not be liable for any injuries or property damage
resulting from the reuse of the design at a location other than that
specified in Exhibit A without the written consent of the
Contracting Party.
3. Design Professional Defined. As used in this Section
F.1(d), the term “design professional” shall be limited to licensed
architects, registered professional engineers, licensed
professional land surveyors and landscape architects, all as
defined under current law, and as may be amended from time to
time by Civil Code § 2782.8.
F.2 Obligation to Secure Indemnification Provisions. Contracting Party
agrees to obtain executed indemnity agreements with provisions identical to
those set forth herein this Exhibit F, as applicable to the Contracting Party,
from each and every subcontractor or any other person or entity involved by,
for, with or on behalf of Contracting Party in the performance of this
Agreement. In the event Contracting Party fails to obtain such indemnity
obligations from others as required herein, Contracting Party agrees to be fully
responsible according to the terms of this Exhibit. Failure of City to monitor
compliance with these requirements imposes no additional obligations on City
and will in no way act as a waiver of any rights hereunder. This obligation to
indemnify and defend City as set forth in this Agreement are binding on the
successors, assigns or heirs of Contracting Party and shall survive the
termination of this Agreement.
ATTACHMENT 2
INSURANCE REQUIREMENTS ACKNOWLEDGEMENT
Must be executed by proposer and submitted with the proposal
I, ________________________________________ (name) hereby acknowledge and
confirm that __________________________________ (name of company) has reviewed
the City’s indemnification and minimum insurance requirements as listed in Exhibits E and
F of the City’s Agreement for Contract Services (Attachment 1); and declare that insurance
certificates and endorsements verifying compliance will be provided if an agreement is
awarded.
I am _________________________________ of ______________________________,
(Title) (Company)
Commercial General Liability (at least as broad as ISO CG 0001)
$1,000,000 (per occurrence); $2,000,000 (general aggregate)
Must include the following endorsements:
General Liability Additional Insured
General Liability Primary and Noncontributory
Commercial Auto Liability (at least as broad as ISO CA 0001)
$1,000,000 (per accident)
Personal Auto Declaration Page if applicable
Errors and Omissions Liability $1,000,000 (per claim and aggregate)
Worker’s Compensation (per statutory requirements)
Must include the following endorsements:
Worker’s Compensation Waiver of Subrogation
Worker’s Compensation Declaration of Sole Proprietor if applicable
Warren Techentin
Warren Techentin Architecture, Inc.
Principal Warren Techentin Architecture, Inc.
ATTACHMENT 3
NON-COLLUSION AFFIDAVIT FORM
Must be executed by proposer and submitted with the proposal
I, ________________________________________ (name) hereby declare as follows:
I am _________________________________ of ______________________________,
(Title) (Company)
the party making the foregoing proposal, that the proposal is not made in the interest of,
or on behalf of, any undisclosed person, partnership, company, association, organization,
or corporation; that the proposal is genuine and not collusive or sham; that the proposer
has not directly or indirectly induced or solicited any other proposer to put in a false or
sham proposal, and has not directly or indirectly colluded, conspired, connived, or agreed
with any proposer or anyone else to put in a sham proposal, or that anyone shall refrain
from proposing; that the proposer has not in any manner, directly or indirectly, sought by
agreement, communication, or conference with anyone to fix the proposal price of the
proposer or any other proposer, or to fix any overhead, profit, or cost element of the
proposal price, or of that of any other proposer, or to secure any advantage against the
public body awarding the agreement of anyone interested in the proposed agreement;
that all statements contained in the proposal are true; and, further, that the proposer has
not, directly or indirectly, submitted his or her proposal price or any breakdown thereof,
or the contents thereof, or divulged information or data relative hereto, or paid, and will
not pay, any fee to any corporation, partnership, company, association, organization,
proposal depository, or to any member or agent thereof to effectuate a collusive or sham
proposal.
I declare under penalty of perjury under the laws of the State of California that the
foregoing is true and correct.
Proposer Signature: __________________________________________________
Proposer Name: __________________________________________________
Proposer Title: __________________________________________________
Company Name: __________________________________________________
Address: __________________________________________________
Warren Techentin
Principal Warren Techentin Architecture, Inc.
Warren Techentin
Principal
Warren Techentin Architecture, Inc.
2801 Hyperion Avenue, Suite 103 Los Angeles, CA 90027
ATTACHMENT 4
ACKNOWLEDGEMENT OF RECEIPT OF ADDENDA
Must be executed by proposer and submitted with the proposal;
If no addenda has been issued, mark “N/A” under Addendum No. indicating
Not Applicable and sign
ADDENDUM NO. SIGNATURE INDICATING RECEIPT
1
ATTACHMENT 5
EVALUATION CRITERIA
Consultant: ______________________________
Reviewer: ______________________________
Date: _______________
Refer to Scoring Breakdown on next sheet.
Category Max Pts Score
Understanding of work to be done 25
Staffing and Scope of Work 20
Pertinent Project Experience 15
Schedule 15
Format/Organization 10
Cost 10
Intangible Qualities (Overall ability to operate a
large-scale facility)
5
Total 100
Unique Qualities (Intangibles):
(Explanation)________________________________________________________
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
Comments: _________________________________________________________
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
TOTAL ______
Reviewer’s Signature ______________________________________
Contract Administrator's Initials _________ Date ________________
Warren Techentin Architecture, Inc.
Scoring Breakdown:
Understanding of work to be done - 25 points maximum
0-8: Scope of work is off topic or is missing more than 5 key elements.
9-17: Scope of work is understandable but missing a few key elements.
18-25: Scope of work well justified and most or all key elements are included.
Staffing and Scope of Work - 20 points maximum
0-8 points: Staffing is not clearly listed or does not match scope of work
proposed.
9-15 points: Staffing is included but experience is not relevant or similar.
16-20 points: Staffing is included, matches the scope of work, and experience
is relevant.
Pertinent Project Experience - 15 points maximum
0-4 points: Consultant does not include previous experience or has very minimal
experience.
5-10 points: Consultant lists previous experience, but experience is not relevant
or similar.
11-15 points: Consultant lists relevant previous experience with similar work.
Schedule - 15 Points Maximum
0-4 points: Schedule is missing key components and is unreasonable
5-10 points: Schedule is reasonable but missing key components
11-15 points: Schedule is reasonable and has all key components
Format/Organization - 10 points maximum
0-4: Scope of work is not or barely organized into tasks and subtasks, does not
flow clearly.
5-7: Scope of work is organized into tasks and subtasks, but not in a clear
logical order.
8-10: Scope of work is well organized into logical tasks and subtasks to complete
a project.
Cost - 10 points maximum
0-4 points: Contractor rates significantly vary from standard rates for similar
services, and/or there are significant errors in calculations.
5-7 points: Contractor rates vary from standard rates for similar services and/or
there are minor errors in calculations.
8-10 points: Contractor rates are within standard rates for similar services.
Intangible Qualities - 5 points maximum
Intangible qualities are those traits or abilities that are not included in the
above categories.