HomeMy WebLinkAbout2015 Hermann Design Group, Inc - Library ImprovementsPROFESSIONAL SERVICES AGREEMENT
THIS PROFESSIONAL SERVICES AGREEMENT (the "Agreement") is made and
entered into by and between the CITY OF LA QUINTA, ("City"), a California
municipal corporation, and HERMANN DESIGN GROUP ("Consultant"). The parties
hereto agree as follows:
1 .0 SERVICES OF CONSUL TANT
1 .1 Scope of Services. In compliance with all terms and conditions of this
Agreement, Consultant shall provide Landscape Architectural Services associated
with the 10th Anniversary Library Improvements, Project No. 2014-13, as specified
in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein
by this reference (the "Services"). Consultant represents and warrants that
Consultant is a provider of first-class services and Consultant is experienced in
performing the Services contemplated herein and, in light of such status and
experience, Consultant covenants that it shall follow the highest professional
standards in performing the Services required hereunder. For purposes of this
Agreement, the phrase "highest professional standards" shall mean those standards
of practice recognized by one or more first-class firms performing similar services
under similar circums tances.
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 Licenses, Permits, Fees and Assessments. Except as otherwise specified
herein, Consultant shall obtain at its sole cost and expense such licenses, permits,
and approvals as may be required by l�w for the performance of the Services
required by this Agreement, including a City of La Quinta business license.
Consultant 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. Consultant shall have the sole obligation to
pay for any fees, assessments, and taxes, plus applicable penalties and interest,
which may be imposed by law and arise from or are necessary for the performance
of the Services required 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.
Consultant shall be responsible for all subcontractors' compliance with this Section.
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1.4 Familiarity:_ with Work. By executing this Agreement, Consultant
warrants that ( l it has thoroughly investigated and considered the Services to be
performed, (bl it has investigated the site where the Services are to be performed,
if any, and Billy acquainted itself with the conditions there existing, (c) it has
carefully consideredhow° the Services should be performed, and (d) it, fully
understands the facilities, difficulties, and restrictions attending performance of the
Services tender this Agreement, Should Consultant discover ;any latent or unknown
conditions materially differing from those inherent in the Services or as represented'
by City, Consultant shall immediately inform City of such fact and shall not proceed
except at Consultant's risk until written instructions are received from the Contract
Officer (as defined in Section 4,2 hereof).
1.5 Standard of Care. Consultant acknowledges and understands that the
Services contracted for under this Agreement require specialized skills and abilities
and that consistent with this understanding, Consultant's work will be held to a
heightened standard of quality. Consistent with Section 1 .4 hereinbove,
Consultant represents to City that it holds the necessary shills and abilities to
satisfy the heightened standard of quality as set forth in this Agreement.
Consultant shall adopt reasonable methods during the life of this Agreement to
furnish continuous protection to the Services performed by Consultant, and the
equipment, materials, papers, and other components thereof to prevent losses or
damages and shall be responsible for all such ,damages, to persons or property,
until acceptance of the Services by City, except such losses or damages as may be
caused by City 's oven negligence. The performance of Services by Consultant shall
not relieve Consultant from any,; obligation to correct any incomplete, inaccurate, or
defective work at no further cost to City,` when such inaccuracies are clue to the
negligence of Consultant.
1.6 Additional Services. In accordance with the terms and conditions of this
Agreement, Consultant 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, provided that Consultant shall not be required to performs any
Additional Services without compensation. Consultant shall not perform any
Additional Services until receiving prier written authorization from. the Contract
Officer, incorporating therein any adjustment in (i) the /Contract Burn, and/or (ii) the
time to perform this Agreement, which said adjustments are subject to the written
approval of Consultant. It is expressly understood by Consultant 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 canal requests and/or approvals of ,Additional Services shell be
barred and are unenforceable. Failure of Consultant to secure the Contract
Officer's: written authorization for Additional Services shall; constitute a waiver of
any and all right to adjustment of the Contract Sum or time to performs this
Agreement, whether by way of compensation, ensation, restitution, quantum meruit, or the
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like for Additional Services provided without the appropriate; authorization from the
Contract Officer. Compensation for properly authorized Additional Services shall be
made in accordance with Section 2.3 of this Agreement.
1. 7 Additional terms and conditions of this
Agreement, if any, which are made a part hereof are. -set forth in Exhibit "l " )the
especial 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.
2.0 COMPENSATION
.1 Contract Sum. For the Services rendered pursuant to this Agreement,
Consultant shall be compensated in accordance with Exhibit " " (the "Schedule of
Compensation") in a total amount not to emceed Seven Thousand Two Hundred
Fifty llars f ,) )the "Contract um"), except as provided in Section 1 .6.
The method of compensation set hearth 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 Consultant's rate schedule, but not exceeding the Contract Sum, or such
other methods as may be specified in the Schedule of Compensation. The Contract
Sum shall include the attendance of Consultant at all project meetings reasonably
deemed necessary by City; Consultant 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 o
compensation set forth in the Schedule of Compensation, Consultant's overall
compensation shall not exceed the Contract Sum, except 'as provided in Section
1.6 of this Agreement.
2.2 Method of Billipg. Any month in which Consultant wishes to
receive payment, Consultant shall submit to City no later than the tenth (1 th)
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
( );describe it detail the Services provided, including time and materials, and
() 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 Consultant specifying that the payment requested is for
Services performed in accordance with the terms of this Agreement. Subject to
retention pursuant to Section 8.3, City will pay Consultant for all items stated
thereon which are approved by City pursuant to this Agreement no later than thirty
( )+days after invoices are received by the ity°'c Finance Department,
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23 Compensation for Additional Services, Additional Services
approved in advance by the Contract Officer pursuant to Section 1.6 of this
Agreement shall be paid for in an amount agreed to in writing by both City and
Consultant in advance of the Additional Services being rendered by Consultant.
Any compensation for Additional Services amounting to five percent (5%) or less
of the Contract Sum may be approved by the Contract Officer. Any greater
amount of compensation for Additional Services must be approved ` by the La
,u nta City Council, Under no circumstances shall Consultant receive
compensation for any Additional Services unless prior written approval for the
Additional Services is obtained from the ContractOfficer pursuant to Section 1.6 of
this Agreement.
3.0 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 ` , 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.
3.3 Force Maieure. The time period specified in the Schedule of Performance
for erformance 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 Consultant, including, but not restricted to
acts of {god or of the public enemy, fires, earthquakes, floods, epidermic, quarantine
restrictions, riots, strikes, freight embargoes, acts of any governmental agency
other than City, and unusually severe weather, if Consultant shall within tern 11 l
days of the commencement of such delay notify the Contract {officer in writing of
the causes of the delay. The Contract Officer shall ascertain the facts and the
extent of delay, and extend the time for performing the Services for the period of
the forced delay when and if in his or her judgment such delay is justified, and the
Contract Officer's determination n 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 to be justified pursuant to this Section shall
not entitle the Consultant to additional compensation in excess of the Contract
u`
3.4 Term. Unless earlier terminated in accordance with Sections 8.8 or 8.9
of this Agreement, the term of this agreement shall commence on May
and terminate on Fabrijary 7, 2016,
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4.0 COORDINATION OF WORK
.1 BRepresentative of Consultant. The following principals of Consultant
("Principals") are hereby designated as being the principals and representatives of
Consultant authorized to act in its behalf with respect to the Services specified
herein and make all decisions in connection therewith;
a. E. Chris Hermann, ASLA, Principal
E-mail:chris wr f 'I1r . r
, Kristin�. Moore
Hermann, CFO/Managing Directo
E-mail: kristin@hri fMXOT I
It is expressly understood that the experience, ' knowledge, capability,
and reputationof the foregoing 'Principals were a substantial; inducement for City to
enter into this Agreement. Therefore, the foregoing principals shall be responsible
during the term of ;this Agreement for directing all activities of Consultant and
devoting` sufficient time to personally supervise the Services` hereunder. For
purposes of this Agreement, the foregoing Principals may not be changed b
Consultant and no rter personnel may be assigned to perform the Services
required hereunder without the express written approval of City.
4,2 Contract Officer. The "Contract Officer's shall be Timothy R.
Jonasson
or such other person as may be designated in writing by the City Manager of City;
It shall be Consultant's responsibility to assure that the Contract Officer is kept
informed of the progress of the performance of the Services, and Consultant shall
refer any decisions, that must be made by City to the Contract Officer. Unless
otherwise specified herein, any approval of City; required hereunder shall mean the
approval of the Contract Officer. The Contract Officer shall have authority to sign
all documents on behalf of City required hereunder to carry out the terms of this
Agreement.
. rohibition ainst Subcontracting or Assignment. The experience,
knowledge, capability, and reputation of Consultant, its principals, and its
employees were a substantial inducement for City to enter into this Agreement.
Except as set forth in this Agreement, Consultant shell not contract with any other
entity to perform in whole or in pert 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 shell include the transfer' to any person or
group of persons acting in concert of more than twenty fide percent l lei of the
present ownership and/or control of Consultant, 'taking all transfers into account on
a cumulative basis„ Any attempted or purported assignment or contracting b
Consultant without'City'press writtien approval shall he null', void, and of no
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effect. No approved transfer shall release Consultant 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, diode, or means by which Consultant, 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
ofConsultant's employees, servants, representatives, or agents, or in fixing their
number or hours of service. Consultant 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.
Consultant 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 Consultant in its business
or otherwise or a joint venturer or a 'Member of any, faint enterprise with
Consultant. Consultant shall have no power to incur any debt, obligation, or
liability on behalf of City. Consultant 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 Consultant as provided in this Agreement, City
shall not pay salaries, gages, or other compensation to Consultant for performing
the Services hereunder for City. City shall not be liable for compensation o
indemnification to Consultant for injury or sickness arising out of performing the
Services hereunder, Notwithstanding any other City, state, or federal policy, rule,
regulation, laity, or ordinance to the contrary, Consultant 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 i"P'°1 as an employee of City and
entitlement to any contribution to be ;paid by City for employer contributions and/or
employee contributions for PE S benefits; Consultant agrees to pay` all required
taxes on amounts paid to Consultant 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. Consultant shall fully comply with the workers' compensation
laws regarding Consultant andConsultant's employees, Consultant further agrees
to indemnify and hold City harmless from any failure of Consultant to comply with
applicable corkers' compensation lags. City shall have the right to offset against
the amount of any payment due to Consultant under this Agreement any amount
due to City from Consultant as a result of Consultant's failure to promptly pay to
City any reimbursement or indemnification arising under this Section,
4.5 identity of Persons Performing` Jock. Consultant represents that it
employs or will employs at its own expense all personnel required for the
satisfactory performance + f any, and all of the Gerviceq set forth herein Con-gtdtAnt
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represents that the Services required herein will be performed by Consultant 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 laves to perform such tasks and services.
- ity Cooperation. City shall provide Consultant 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
Consultant only from or through action by City,
5.0 INSURANCE
.1 insurance. Prior to the beginning innin of any Services under this Agreement
and throughout the duration of the terra of this Agreement, Consultantshall
procure and maintain, at its sole cost and expense, and submit concurrently with
its execration 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 port hereof.
6.0 INDEMNIFICATION.
6.1 Indemnification o the fullest extent permitted by lava, Consultant shell
indemnify, protect, defend frith 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.
7.0 RECORDS AND REPORTS.
.1 Bfports. Consultant shall periodically prepare and submit to the Contract
Officer such reports; concerning Consultant's performance of the Services required
by this Agreement as the Contract Officer shall require, Consultant hereby
acknowledges that City is greatly concerned about the cosh of the Services; to be
performed pursuant to this Agreement, For this reason, Consultant agrees that if
Consultant 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 Consultant is providing design services, the cost of the project being
designed, Consultant shell promptly notify the Contract Officer of said fact,
circumstance, technique, or event and the estimated` increased or decreased cost
related thereto and, if Consultant is providing design services, the estimated
increased or decreased cost estimate for the project being designed.
7.2 Records. ` Consultant shall keep, and rewire any subcontractors to keep,
such ledgers, hooks of accounts, invoices, vouchers, canceled checks, reports
(including but not limited to payroll reports), studies, or other documents, rpla inr to
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the disbursements changed to City and the Services performed hereunder 'the
"Books andRecords"), as shall be necessary to perform the Services required by
this Agreement and enable the Contract Officer 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 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 $gi
years following ompletion of the Services hereunder, and City shall have access t
such Books and Records in the event any audit is required. In the event of
dissolution of Consultant's business, custody of the Books and Records may be
given to City, ;and access shall be provided by Consultant'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 4 1 , C .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 i t years
after final payment Lander this Agreement.
7.3 Ownership of Documents. All drawings, specifications, maps, designs,
photographs, studios, surveys, data, notes, computer files, reports, retards
documents, ts, and other materials plans, drawings, estimates, test data, survey
results, models, renderings, and pother 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 Lather medium
prepared or caused to be prepared by Consultant, its employees, subcontractors,
and agents in the performance of this Agreement (the 'Documents andMaterials")
shall be the property of City and shall be delivered to City upon request of the
Contract Officer or upon the expiration or termination of this Agreement, and
Consultant shall have no claim for further' employment or additional compensation
as a result of the exercise by City of its full rights of ownership use, reuse, or
assignment of the Documents and Materials' hereunder: Any use, reuse or
assignment of such completed Documents and Materials for rather projects and/or
use of uncompleted documents without specific written authorization by
Consultant will be at City's sole risk and without < liability to Consultant, and
Consultant's guarantee and warranties shall not extend to such use, reprises or
assignment. Consultant may retain espies of such Documents and Materials for its
own use. Consultant 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 there, and in the event Consultant fails to secure such
assignment, Consultant shall indemnify City for all damages resulting therefrom.
In the event City or any person, firm, or corporation authorized by City reuses
said Documents and Materials without written verification or adaptation by
Consultant for the specific purpose intended and causes to be made or makes any
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changes or alterations in said ocument and Materials, City hereby releases,
discharges, and exonerates Consultant from liability resulting from said change;
The provisions of this clause shall survive the termination or expiration of this
Agreement and shall thereafter remain in full force and effect.
. ` Licensing of lntellectual I ro e ty. This Agreement creates a non-
exclusive and perpetual license for City to copy; use, modify, revise, or sublicense
any and all copyrights, designs, rights of reproduction, and other intellectual
property embodied in the Documents and Materials, Consultant shall require all
subcontractors, if any, to agree in writing that City is granted a ,ion -exclusive an
perpetual license for the Documents and Materials the subcontractor prepare
under this Agreement. Consultant represents and warrants that Consultant has the
legal right to license any and all of the Documents and Materials. Consultant
makes no such representation and warranty in regard to the Documents and
Materials ' which were prepared by design professionals other than Consultant or
provided < to Consultant by City. City shall not be limited in any way in its use o
the Documents and Materials at any time, provided that any such use not within
the purposes intended by this Agreement shall be at ity's sole risk.
7.5 Release of Documents. The Documents and Materials sell not be
released publicly without the prior written approval of the Contract Officer or as
required by law. Consultant shall not disclose to any other entity or person any
information regarding the activities of City, except; as required by law or a
authorized by City,
8.0 ENFORCEMENT OF AGREEMENT,
.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 lags of the State of California. Legal actions concerning any dispute, claim, or
,natter 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 Consultant covenants and agrees to submit
to the personal jurisdiction of such court in the event of such action,
8.2 I i i utes. 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 d 1 l days of service of such notice' and completes the cure of such
default within forty-five ( ) days after service of the notice, or each longer period
as may be permitted by ` the Contract Officer; ;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
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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 ity's right; to terminate this Agreement without cause
pursuant to Section 8.8. touring the period of time that Consultant is in default,
City shallhold 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
Consultant sufficient funds to compensate sate City for any losses, costs, liabilities, or
damages it reasonably believes were suffered by City dire to the default o
Consultant 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. ity's consent or approval of any act by consultant`
requiring ity' consent or approval shall not be deemed to waive` or render
unnecessary ity's consent to or approval of any subsequent act of Consultant.
Any waiver by either party of any default' must be in writing and shall not be a
waiver of any other default concerning the saute 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 de l 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.
.7 Termination prior To This Section shall govern any
termination of this Agreement, except as specifically prodded in the following
Section R for termination for cause. City reserves the right to terminate this
Agreement at any time, with or without cause, upon thirty 1 1 days` written
notice to Consultant: Upon receipt of any;, notice of termination, Consultant shall
immediately cease all Services` hereunder except such as may be specifically
approved by the Contract Officer, Consultant shall be entitled to compensation for
all Services rendered prior to receipt of the notice f termination and for any
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Services authorized by the Contract Officer thereafter in accordance with the
Scheduleof Compensation or such as may be approved by the Contract Officer,
except as provided in Section 8.3.
8.8 Termination for Default of Consultant, if termination is due to the failure;
of Consultant : to fulfill its obligations under this Agreement, ent, 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 Consultant shall;
be liable to the extent that the total coat 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 Consultant for the purpose of setoff or partial payment of the amounts owed
City as previously stated in Section 8.3.
.g ttcarne 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 oasts for investigating such action, taking depositions and
discovery, and all rather necessary costa 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.O CITY OFFICERS AND EMPLOYEES; NONDISCRIMINATION,
9.1 lion-liabilit of City Officers and mployee . No officer, official,
employee, agent, representative, or volunteer of City- shall be personally liable to
Consultant, or any successor in interest, in the event or any default or breach by
City or for any amount which may become due to Consultant or to its successor, or
for breach of any obligation of the terms of this Agreement.
9. `' Conflict of Interest. Consultant 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 mariner with the interests of City or which would in any way
hinderConsultant's performance of the Services under this Agreement. Consultant
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
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subcontractor without the express written consent of the Contract Officer.
Consultant agrees to at all tunes avoid conflicts of interest or the appearance of
any conflicts of interest ° with the interests of City in the performance of this
Agreement.
o 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
financialinterest of any corporation, partnership or association in which he is
directly or indirectly, interested, in violation of any State statute or regulation.
Consultant warrants that it has not paid or given and will not pay or give any third
party any money or other consideration for obtaining this Agreement.
9.3 Covenant against Discrimination, Consultant covenants that, by and for
itself, its heirs, executors, assigns, and all persons claiming under or through there,
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, colors creed, religion, sex, marital status,; sexual orientation, national
origin, or ancestry in the, performance of this Agreement, Consultant shall take
affirmative action to insure that applicants are employed and that employees are
treated during employment without regard to their race, color, creed, religion, sex,
marital status, sexual orientation, national origin, or ancestry.
10.0 MISCELLANEOUS PROVISIONS
.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 .nail 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 l i hours from the time of mailing ;if .nailed a
provided in this Section.
To City: To Consultant.
CITY OF LA QUINTA HERMANN DESIGN GROUP
Attention: Frank Spevacek,Attention: Chris Hermann, ASLA
City Manager` ri ci al
78-495 Calle Tampico - olf Road, Suite 102
La Quinta, California 92253 Palm Desert, California 92211
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 .night otherwise apply.
Last revised April 01 1 ..
10,3 Section 1ieadin s 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'
e valid unless made in writing and approved by Consultant 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 Severabilily, 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 steal) be interpreted
to carry out the intent of the parties hereunder unless the invalid prevision is so
material that its invaliditydeprives 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,
Consultant 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 0 5 U.S.C.
) or under the Cartwright :Act (Chapter 2, (commencing with Section 157t )
of Dart 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 Consultant without further acknowledgment of the parties.
M9 No Third' art° er eficiaries. With the exception' of the specific
provisions set Barth in this Agreement, there are no intended third -party
beneficiaries cinder this Agreement and no such other third' parties shall have any
rights or obligations hereunder.
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1 O. 1 aathe�rity. The persons executing this Agreement on behalf of each of
the parties hereto represent and warrant that (i), such party is daily organized and
existing, (ii) they are duly authorized to execute and deliver this Agreement on
behalf of said party; iiiii by see executing this Agreement, such; party is formally
bound to the provisions of this Agreement, and Ov) that entering into this
Agreement duds 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.
tSIGNATURES ON FOLLOWING "IN PAGE]
Last revised April 2015 -1
ICI WITNESS HERE F, the parties have executed this Agreement as of the
dates stated below.
CITY OF LA QUINTA, I GROUP
California municipal corporation�
Digitally signed by Frank J. Spevacek
DN:
01" serialNumber=1n615nh01202cvmj,
c=US, st=California, I=La Quinta,
o=FrankJ. Spevacek, cn=FrankJ. ,
Spevacek Name: :3 �' A
Date: 2015.05.0616:45:38 07'00'
FRANK . SPEVACEK, City Manager, Title;
Dated:
ATTEST:
Dig !tally signed by City of La Quinta -
DN serialNumber, 6fmhzhdhvfjz93cr,c U5, W r'
st California, I La Quinta o City of La N m : tn 01
Quinta, cn=City of La Quinta - -. --
Date: 2015.05.0617:27:15 07'00'..
SUSAN MAYSELS, City Clerk, Title: cnomd eejr4"--
La Quinta, California
FORM-
WILLIAM H.IHR E, City Attorney
City of La Quinta, California
Two signatures are required if Consultant is a corporation.
NOTE.- CONSULTANT'S I aI TI E SMALL BE DULY NOTARIZED, AND
APPROPRIATE ATTESTATIONS SH.ALL BE INCLUDED AS MAY BE REQUIRED BY
THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES
REGULATIONS AP LI LE TO CONSULTANT'SBUSINESS E ENTITY.
`.
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Exhibit A
Scope of Services
The following scope of work addresses landscape and drainage improvements to the
following areas around the Library:
• at Entry Planter
• East Foundation Planter and Courtyard
• Courtyard Planting Area and Adjacent in Removal
• North Courtyard
1. PRELIMINARY DESIGN SERVICES
SurveyLSJfte, Review — Hermann Design Group will review the existing site conditions and
photograph all aspects and viewpoints with the City. We will investigate existing grading
issues with the City Surveyor and identify grade points to be checked.
Base Sheets — We will develop base sheets from the City's existing as -built plans at an
appropriate to on City title block.
We will prepare a conceptual landscape plan for review by
staff. Upon review and refinement of the concept, we will prepare a planting plan for the
project site with a legend that calls out plant material by Latin and common names.
02inion of Probable Construction Cost - We! will prepare an opinion of probable
construction cost of the preliminary plan for use by the City.
iL FINAL DESIGN SERVICES
Upon approval preliminary design we will prepare the following working drawings:
Land ca o Grading_ and Drainage — We wifl provide spot elevations for landscape
grading and drainage locations.
Plantina Plan and Details - This plan will illustrate the location of all plant material. A
plant legend will describe the Latin and common names, sizes and remarks for each
plant shown on the plan. Details will be provided as required,
brio aLion Plan and Details — This plan will illustrate the location of all irrigation
components. Details will be provided as required, lrrigation water budget calculations
are not included, CVWD submittal and approval is not included.
Construction S2ecifications — Written specifications will be provided on the plans to
define construction methods and materials applicable to the landscape and irrigation
plans.
Ili. AGENCY APPROVAL
We will submit to the City all plans, specifications, estimates, and/or other necessary
documents required to obtain approval, The following plan check submittals are
included:
151 Review — Concept Review and Opinion of Probable Construction Cost
2nd Review — 85%-90% Check Plans and Specifications
3 Id Review — 100% Check Plans, Specifications,
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Page I of I
We ill make revisions as required by the City and resubrnit plans for approval. Final
plans will be submitted Riverside County Agricultural Commission for approval,
Deliverables:
All approved plans `ll be provided to the City on - in the requested AutoCAD
version, as well as on "Day size rn i r. Specification documents, including technical
specifications, Wit be provided in Microsoft Word for Windows format, "h Opinion of
Probable Construction Cost Wit be provided in Excel for Windows format.
I, BIDDING
Bid Solicitation - We Wit provide bid assistance to include answering questions from
prospective bidders,
SERVICESVCONSTRUCTION
Construction Observation Services ill provide construction observation services
upon request by the City, Thefollowing Construction Services are recommended-,
Review Grading Design
Review Planting Layout Prior to Irrigation Installation
. Review Final Installation and Irrigation Coverage
VI. GENERAL SERVICES
o tin s -- Four meetings are anticipated with staff and the project team during the;
project,
t . Staff Review of Conceptual Plan
, Staff Reviewof Find Preliminary Plan
. Staff Review of Working Drawings
. City Council
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
Consultant under this Agreement is Seven Thousand Two Hundred Fifty Dollars
($7,250) ("Contract Sum"). The Contract Sum shall be paid to Consultant in
installment payments made on a monthly basis and in an amount identified in
Consultant's schedule of compensation below for the work tasks performed and
properly invoiced by Consultant in conformance with Section 2.2 of this
Agreement.
FEES AND CHARGES
Our fees will be billed on a percentage complete basis based upon our normal hourly rates per
Aftachment -1. Should invoices age past 30 days, all work will cease until such time as
account is made current. All reimbursable expenses will be billed in accordance with
Attachment -1 -
1. PRELIMINARY DESIGN $2,50000
llFINAL DESIGN $2,500-00
11L AGENCY APPROVAL $ 500.00
IV. BIDDING ASSISTANCE $ 250,00
V, CONSTRUCTION SERVICES Hourly per Attachment —1 and —2
Allow $500.00
VL GENERAL SERVICES $1,000.00
VIL REIMBURSABLEA Billed Only as Incurred Allow $500,00
TOTAL WITH ALLOWANCES ULU=
Last revised April 2015 EXHIBIT B
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Exhibit
Schedule of Performance
Consultant shall complete all services identified in the Scope of Services,
Exhibit A of this Agreement, within the time period established by this agreement,
commencing May 7, 2015 and terminating Febr r 7, 2016, as indicated in
Section 3 .
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Exhibit
Special Requirements
None.
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Exhibit E'
Insurance Requirements
E.1 Insurance, Prior to the beginning of and throughout the duration of this
Agreement, the following ing policies shall be maintained and kept in fall force and
effect providing insurance with minimum limits as indicated below and issued by
insurers with A.M. Best ratings of no less than -:'ls
Commercial General Liability (at least as bred as ISO 1)
1, ,00 (par occurrence)
,000, 0 (general aggregate)
Commercial Auto Liability (at least as broad as ISO CA 0001)
1,1, (par accident);
Errors and Omissions Liability
1,0, (per claim and aggregate)
Workers' Compensation
(per statutory requirements)
Consultant 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 Consultant's acts or omissions rising but of or related to
Consultant'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 Consultant's performance hereunder and neitherCity nor its
insurers shall be required to contribute to any such loss. A certificate evidencing
the foregoing and naming City and its officers and employees as additional insured
long the Commercial General Liability policy only) shall be delivered to and approved
by City prior to commencement of the services hereunder,
Consultant 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 Consultant, its officers, any person
directly or indirectly employed by Consultant, any subcontractor or agent, or
anyone for whose acts any of them may be liable, arising directly or indirectly out
of or related to Consultant's performance under this Agreement. If Consultant or
Consultant's employees will use personal autos in any way` on this project,
Consultant 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 sev rability of intore t clause providing that coverage shrill be
Last revised April 2015 E HOT
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primary for losses arising out of Consultant's performance hereunder and neither
City nor its insurers shall be required to contribute to such loss.
Professional al Liability or Errors and Omissions Insurance as appropriate
shall be written on d policy form coverage specifically; designed to protect against
acts, errors or omissions of the consultant and "Covered ered Professional Services" as
designated in the policy must specifically include work performed under this
agreement. The policy limit shell be no less than $1,000,000 per claim and in the
aggregate. The policy rust "pay on behalf off` the insured and must include e
provision" establishing the insurer's duty to defend. The policy retroactive date shall
e on or before the effective date of this agreement.
Consultant shall carry Workers' Compensation Insurance in accordance
with StateWorker's Compensation laws with employer's liability ility limits no less than
t ,0,000 per accident or disease.
Consultant shall provide written notice to City within ten l f i working
days if* (f) any of the required insurance policies is terminated $ l the limits of
any of the required polices are reduced; or i t the deductible or self -insure
retention is increased. In the event any of said policies of insurance are cancelled,
Consultant 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 certificate evidencing the same shall not be
construed as e limitation of Consultant'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 Consultant
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 surds due under this Agreement.
b. Order Consultant to stop work under this Agreement and/or
withhold any; payment(s) which become due to Consultant hereunder until
Consultant demonstrates compliance with the requirements hereof.
co Terminate this Agreement.
Exercise of 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 Consultant's failure to maintain or secure appropriate policies or endorsements.
Nothing herein contained' shall'' be construed as limiting in any way the extent to
which Consultant may be held' responsible for payments of damages ace to persons or
Last revised April 2015 EMIT E
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property resulting from Consultant's or its subcontractors' performance of work`
tender this Agreement.
E.3 General Conditions Pertaining to provisions of Insurance overa b
Consultant. Consultant and City agree to the following with respect to insurance
provided byConsultant:
. Consultant agrees to have its inspirer 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 2010with an
edition prior to 1992. Consultant also agrees to require all contractors, and
subcontractors to dui likewise.
o liability insurance coverage provided to comply with this
Agreement shall prohibit Consultant, or Consultant's employees, or agents, from
waiving the right of subrogation prior to a loss. Consultant agrees to waive
subrogation rights against City regardlessof the applicability of any insurance
proceeds, and to require all contractors and subcontractors to do likewise.
3. All insurance coverage and limits provided by Consultant and
available or applicable to this Agreement are intended to apply to the frill extent of
the policies. clothing contained in this Agreement or any other agreement relating
to City or its operations limits the application of such insurance coverage,
None of the coverages required herein will be in compliance with
thaw requirements if they include any limiting endorsement of any kind that has
not been first submitted to City and approved of in writing.
E, to 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 o
subcontractor,
, All coverage types and limits required are subject to approval;
modification and additional requirements by the City„ as the need arises,
Consultant shall not make any reductions in scope of coverage (e.g. elimination of
contractual liability or reduction of discovery period) that may affect ity'
protection without ity's prior written consent,
. proof of compliance with these insurance requirements consisting
of certificates of insurance evidencing all of the 'coverages required and an
additional insured endorsement to Consultant'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
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canceled at any time and no replacement coverage is provided, City has the right,
but not the duty, to obtainany insurance it deers 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 Consultant or deducted from
sums due Consultant; at City option
. It is acknowledged by the parties of this agreement that all
insurance coverage required to be provided by Consultant 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.
g. Consultant agrees to ensure that subcontractors, and any other
party involved with the project that is brought onto or involved in the project by;
Consultant, provide the some minimum insurance coverage required of Consultant.
Consultant agrees to monitor and review all such coverage and assumes all
responsibility for ensuring that such coverage is provided in conformity with the
requirements of this section. Consultant agrees that upon request, all agreements
with subcontractors and others engaged in the project will be submitted to City for
review.
10. Consultant 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 require) 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
Consultant's existing coverage includes a deductible or self -insured retention, the
deductible or self -insured retention rust be declared to the City. At that time the
City shall review options with- the Consultant, 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
Consultant ninety 1 1 days advance written notice of such change, If such
change results in substantial additional cost to the Consultant, 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.
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1 . Consultant acknowledges and agrees that any actual or alleged
failure on the part of City to inform Consultant of non-compliance 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. Consultant 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 or not 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. Consultant shalt 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 prier to expiration. A coverage binder or letter
from Consultant's insurance agent to this effect is acceptable. A certificate o
insurance and/or additional insurer endorsement ;as required in these specifications
applicable to the renewing or new coverage' must be provided to City within five l5i`
days of the expiration of coverages.
16. The provisions of any workers' compensation or similar act will not
limit the; obligations of Consultant under this agreement. Consultant expressly
agrees not to use any statutory immunity defenses under such laws with respect to
City, its employees, officials, and agents,
e 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 o
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 interpreter as such.
19. The requirements in this Exhibit supersede all other sections and
provisions of this Agreement to the extent that any rather section or provision
conflicts with or impairs the provisions of this Exhibit.
0. Consultant 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 Consultant for the cost of additional insurance coverage required by this
recent. Any such provisions are to be deleted with reference to City. It; is not
Last revised April 2015 EXHIBIT
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the intent of City to reimburse aray third party for the cost of complying with these
requirements. "here shall be no recourse against City for payment f premiums or
other amounts with respect thereto.
21. Consultant agrees to provide immediate retie to City of any claim
or bias against Consultant arising out of the work performed under this agreement.
City assumes no obligation or liability by such notice, but has the right (bait not the
duty) to monitor the handling of any such claim or claims if they are likely to
involve City.
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Exhibit
Indemnification
F.1 General Indemnification Provision.
. Indemnification for Professional Liability, When the law establishes
a professional standard of care for Consultant's Services, to the fullest extent
permitted by law, Consultant shall indemnify, protect, defend (with counsel
selected by City), and hold harmless City and any and all of its officials, employees,
and agents ("Indemnified artier") 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 Consultant 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 therewithand costs of investigation, to the `extent sense are
cause in whole or in part by any negligent or wrongful act, error or omission of
Consultant, its officers, agents, employees or subcontractors for any entity or
individual that Consultant shall bear the legal liability thereof) in the performance of
professional services under this<` agreement. With respect to the 'design of public
improvements, the Consultant shall not be liable for any injuries or ,property damage
resulting from the rouse of the design at a location other than that specified in
Exhibit A without the written consent of the Consultant.
b. Indemnification for {ether Than Professional Liability. Other than in
the performance of professional services and to the full extent permitted by law,
Consultant shall indemnify, defend l ith: counsel selected by City) and hold
harmless the Indemnified Parties from and against any liability lincluding 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, count costs, attorneys' fees, litigation expenses, and fees of expert
consultants or expert witnesses) incurred in connection therewith and costs of
investigation, where the erne arise out of, are a consequence of, or are in any way
attributable to in whole or in pert, the performance of this Agreement by
Consultant or by any individual or entity for which Consultant is legally liable,
including but not limited to officers, agents, employees, or subcontractors of
Consultant.
F.2 Standard Indemnification Provisions, Consultant agrees- to obtain
executed indemnity agreements with provisions identical to those set forth herein
this section from each and every subcontractor or any father person or entity
involved by, for, with or on behalf of Consultant in the performance of this
Agreement. In the agent Consultant fails to obtain such indemnity obligations from
Last revised April 2015 EXHIBIT F
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others as required herein, Consultant agrees to be fully responsible according to the
terms of this Exhibit. Failure of Cityto monitor compliance with these;
requirements imposes no additional obligations on City'and will in no way act as
waiver of any rights hereunder, This obligation to indemnify and defend City as set'
forth herein is binding on the successors, assigns or heirs of Consultant and shall
survive the termination of this agreement or this section.
a. Indemnit provisions for Contracts Related to Construction.
'without affecting the rights of City under any provision of this agreement,
Consultant 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 shorn to have been actively
negligent and where ity`s active negligence accounts for only a percentage of the;
liability involved, the obligation of Consultant will be for that entire portion or
percentage of liability' not attributable to the active negligence of City.
b. Indemnification provision for Design n professionals,
1. ?NpEqj22k!li of Section F.2ib). Notwithstanding Section F.2€al
herdinabo re, the following indemnification provision shall apply to Consultantswho
constitute "design professionals' as the terra is defined in paragraph 3 below.
Scope of Indemnification, To the fullest extent permitted by
law, Consultant shall indemnify, defend (with counsel selected byCity), and hold
harmless the 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 Consultant or of any subcontractor),
costs and expenses of any kind, whether actual, alleged or threatened, including,
without limitation, court costs, attorneys` 'fees, litigation expenses, and fees of
expert consultants or expert witnesses incurred in connection therewith and costs
of investigation, that.arise out of, pertain to, or relate for directly or indirectly, in
whole or in part, the negligence, recklessness, or willful misconduct of Consultant,
any subcontractor, anyone directly or indirectly employed by them or anyone that
they control,
. Design professional Defined, As used in this Section F:2(b)f
the terra "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.
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TO: Frank J. Spevacek, City Manager
FROM: 6qmothy R. Jonasson, P.E., Public Works Director/City Engineer
1ATE: May 4, 2015
RE: Professional Services Agreement with Hermann Design Group for
Landscape Architectural Services for the 1 oth Anniversary Library
Improvements Project
Attached for your signature is an agreement between Hermann Design Group and
the City of La Quinta for the services referenced above.
Reviews and signatures are being conducted electronically via the TRAKiT system.
Please provide your electronic signature and advise the City Clerk once you have
�•one so. The City Clerk will conduct full execution and final distribution of the PSA.
Requesting department shall check and attach the items below as appropriate:
X Contract payments will be charged to account number Acct. No. 401-1910-60185
A Conflict of Interest Form 700 Statement of Economic Interests from Consultant(s) is attached with
— no reportable interests in LQ or - reportable interests
N/A A Conflict of Interest Form 700 Statement of Economic Interests is not required because this Consultant does not
meet the definition in FPPC regulation 18701(21.
Authority to execute this agreement is based upon:
Approved by the City Council on (date)
City Manager's signature authority provided under Resolution No. 2005-095
Public Works projects for $30,000 or less.
City Manager's signature authority provided under Resolution No. 2005-096
Service agreements for $30,000 or less.
City Manager's signature authority provided under Contract Change Order Policy
Contracts under $100,000 = 10% max, contracts over $100,000 = $25,000 max
The following required documents are attached to the agreement:
— Insurance certificates as required by the agreement (initialed by Risk Manager on
N/A Performance bonds as required by the agreement (originals)
X City of La Quinta Business License (copy or note number & expiration date here No.LIC- 106472, Exp.8-15-1