Loading...
HomeMy WebLinkAbout2018-20 Hermann Design Group - SilverRock Park Venue Project 2016-08ta Q"fra — GEM ofrhe DESERT — MEMORANDUM TO: Frank J. Spevacek, City Manager FROM: Steve Howlett, Facilities Director DATE: July 5, 2018 RE: Hermann Design Group, Project No 201608 - SiverRock Event Site, Design Services Attached for your signature is a Contract Agreement with Hermann Design Group, for Project No 201608 - SilverRock Event Site Design Services. Please sign the attached agreement(s) and return to the City Clerk for processing and distribution. Reauestina department shall check and attach the items below as appropriate: X Contract payments will be charged to account number: 401-0000-60185 X Amount of Agreement, Amendment, Change Order, etc.: $339,500 NA A Conflict of Interest Form 700 Statement of Economic Interests from Consultant(s) is attached with no reportable interests in LQ or reportable interests NA 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(2). Autharity to execute this aareement is based upon: X Approved by the City Council on Julv5 2018 NA City Manager's signature authority provided under Resolution No. 2015-045 for budgeted expenditures of $50,000 or less. This expenditure is $ and authorized by contract approved by NA Initial to certify that 3 written informal bids or proposals were received and considered in selection The followina reauired documents are attached to the aareement: X Insurance certificates as required by the agreement (approved by Risk Manager on �� /� f _ d te) NA Performance bonds as required by the agreement (originals) J X City of La Quinta Business License number 0000099, exp 08/31/18 X A requisition for a Purchase Order has been prepared (amounts over $5,000) X A copy of this Cover Memo has been emailed to Finance (Sandra) Revised May 2017 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 Hermann Design Group , a S Corporation ("Contracting Parry"). The parties hereto agree as follows: 1. SERVICES OF CONTRACTING PARTY. 1.1 Scooe of Services. In compliance with all terms and conditions of this Agreement, Contracting Party shall provide those services related to Design of the SilverRock Event Sight, Project No. 201608, as specified in the "Scope of Services" attached hereto as "Exhibit A" and incorporated herein by this reference (the "Services"). Contracting Party represents that Contracting Party is a provider of professional 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 professional 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 Waae and Hour Comoliance, 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 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. Contracting Party shall be responsible for all subcontractors' compliance with this Section. 1.5 Familiarity with Work. By executing this Agreement, Contracting Party represents 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 (as defined in Section 4.2 here* 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 shawl 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, 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, incorporating therein any adjustment in @ 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 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. Compensation for properly authorized Additional Services shall be made in accordance with Section 2.3 of this Agreement. 1.8 Soeciai Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in "Exhibit i7" (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 Three Hundred Thirty -Nine Thousand Five Hundred Dollars ($334,500) (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 -2- 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 Parry 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 Parry's overall compensation shall not exceed the Contract Sum, except as provided in Section 1.7 of this Agreement. 2.2 Method of Billino & Payment. Any month in which Contracting Party wishes to receive payment, Contracting Party shall submit to City no later than the tenth (loth) working day of such month, in the farm 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 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 pursuant to Section 1.7 of this Agreement shall be paid for in an amount agreed to in writing by both City and Contracting Parry 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. 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 sha11 Contracting Party receive compensation for any Additional Services unless prior written approval for the Additional Services is obtained from the Contract Officer 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. 3.3 Force Maieure. 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 Parry, 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 -3- 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 the Contract Officer's judgment such delay is justified, and the Contract Officer's determination 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 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 July 1, 2018 and terminate on May 1, 2020 ("initial Term). This Agreement may be extended for one additional year(s) upon mutual agreement by both parties ("Extended Term"). The extended term shall commence automatically, with no further action or amendment to this Agreement required, unless, with or without cause, and upon no less than thirty (30) days' written notice to Consultant ("notice of non -renewal"), City notifies Consultant that this Agreement shall expire prior to the commencement of the applicable extended term. 4. COORDINATION OF WORK. 4.1 Retoresentative of Contractinq 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) Chris Hermann E-mail: chds@hdg-inc.com (b) Jose Estrada E-mail: jose@hdg-inc.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" shall be Steve Howlett or such other person as may be designated in writing by the City Manager of City. It shall be Contracting Party's responsibility to assure that the Contract Officer 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. 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. 4.3 Prohibition Against Subcontracting or Assionment. The experience, knowledge, capability, and reputation of Contracting Parry, 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 -4- 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 service. 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 Performinq 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. -5- 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. 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 counsei 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 Parry shall periodically prepare and submit to the Contract Officer such reports concerning Contracting Party's performance of the Services required by this Agreement as the Contract Officer 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 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 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 (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 -6- of the Books and Records may be given to City, and access shall be provided by Contracting Parry'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 after 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 Contract Officer 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 Parrys 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 provisions of this clause shall survive the termination or expiration of this Agreement and shall thereafter remain in full force and effect 7.5 #_icensina of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, 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 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- 7.7 Confidential or Personal identhinQ 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 Partys 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, 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 partys 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. Citys consent or approval of any act by Contracting Party requiring Citys consent or approval shall not be deemed to waive or render unnecessary Citys 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- 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 parry 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. 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 thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, 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 Emplovees. No officer, official, employee, agent, representative, or volunteer of City shall be personally liable to Contracting Party, or any successor in interest, -9- 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 Parry'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, or subcontractor without the express written consent of the Contract Officer. 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 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. 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 - CITY OF LA QUINTA Attention: Steve Howlett 78495 Calle Tampico La Quinta, California 92253 To Contracting Party: HERMANN DESIGN GROUP Attention: Chris Hermann 77899 Wolf Road, Suite 102 Palm Desert, California 92211 10.2 Interaretation. 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- 10.3 Section Headinqs 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. 415) 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 Partv 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 panties 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] -11- IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below. CITY OF LA QUINTA, a California Municipal Corporation iris raing City Manager City of La Quinta, CA City of La Quinta, California Dated: ATTEST: 4r MONIKA RADEVA, A La Quinta, California APPROVED AS TO FORM: WILLIAM H. IHRKE, City Attomey City of La Quinta, California CONTRACTING PARTY: (m- OUP, INC. hrtsHe ann IPresid nt By. Name: Title: -12- Exhibit A Scope of Services 1. Services to be provided: Design of the SilverRock Event Site located at the northeast entrance of SilverRock Resort on Avenue 52 and SilverRock Way. Exhibit A Page 1 of 11 Last revised summer 2017 2. Performance Standards: SILVER ROCK VENUE SITE - CITY OF LA QUINTA Design Services SCOPE OF SERVICES May 30, 2018 The following SoDpa of seryices covers the design of all project r .: iilustraW in the approved master plan inducting the hallowing: Walkways. Lighting, Site Furnishings. Amphitheater with RestroomlStorage Building. Terraced Seating, Restroom Building. Planting. Irrigation, Fencing, Water Feature. and take i Converskm to Canal Water Upon approval of the pro)ect masw plan and budget of approximately $6.000.000 (Inclush a of all soft costs) Hermann Design Group (HDG) vdil provide the following serves L ARCHITECTURAL PRELMNARY DESIGN SERVICES PHASE t: ■ A covered amphitheater platform with terraced Ism seating area • A six stab restroom building PHASE 2: ■ Amphitheater restroonWstorageJoupport buldhg Performance platform screen wallat rear of Amphitheater to conceal mstroornisupporl binding PROJECT UNDERSTANDING • The amphitheater performance area will bean elevated ptallorm of i . i ty 660 SF. • The platform wEH be shaded by a free-stamNN canopy structure (tensile fabric or sh,Wlar): design work is to be performed as part of the initial phase of work with full engineefing and installation possibly deferred to a future construction phase. • Any amphitheater sudioNtsuaLlightingirigging equipment is anticipated to be temporary and to be provided and managed by the anthy using the arnphildteater. • Power and related Infra-s4ructure will be provided to generally support the temporary audiulvtsuat(iighting/rigg ing . ■ The Lawn seating area will be terraced with simple ouncmts (or almilar) bands defining the terrace edges. the seating area Is to :. ,— .. • J: approximately 600-800 people - The reshvom and pump house bulklhgs are anticipated to be pre-englneefed structures. + A festroomistoragelsupport building is to be constricted in a future phase to support the amphitheater functions and perfomters. This structure Is anticipated to be a pre- engineered structure of approximately S00 -1,200 SF. Bata Poeview d pre i7ii c 4 ' Revew City -provided noff r bon inckWdny -... , and bounciary surreys, : do requirements. existing plans. reports and ottw maaen3ls perthsttt 10 the .. of the project Perform research to understand ,, i4i :,,JccdeJagency requcements9overnfng the Project and sibs. Mey X 2018 Pegs 1 HERYANN DESIGN GROUP, INC. Exhibit A Page 2 of 11 SILVER ROCK VENUE SITE - CITY OF LA QUINTA Design Services Prehminary 1342�ibrl Prepare ,. Develop a single p Arrunary design based on established programmatic requirernent9, due difigence research, master -plan design concepts and reference materials. Prepam a preliminary design drawing package Including preliminary floor plans, Wevatfons. sibs improvements and other exhibits necessary to convey the design Intern Per City review, to ardtited shall provide a ma)dmum of two (2) natal= the preliminary design to incorporate any dnroges required to better meet the Protect requirements. Any adc!W-al revisions dung the PreCminary Design phase WW be considered Addgicinal Services. Pretirrirsery 0 rion of Probable r oat: Prepare preikrunary projection for the Cost of the Work Entitlement Assislanoe As neo ssary, prepare exhibits in support of the City entitlement application and present preliminary ders,,gn materials, including preliminary drawings and a rnatenals sample etrttibit, for review by entitlement authority having)urledicbm tL DESIGN DEVELOPMENT SERVICES This phase of work will include drawings and other documents including plans, sections. elevations, typrcat construction details to desmbe design intent and material seiections as appropriate. lase Sheets — Hermann Design Group will denretop base sheets from the cm engineers survey. Ardlitiedurs — Our subconsuttenYt. McAulgfe & Company, will perform design development services upon thrr City's wntion approval of the preliminary design, approval by the entitlement authority. and the Cd,/s aulhorizalion of any adjuslment in the project requirements. Design t services shalt estabish Initial laymrrTs of budding syalems to foc and deco ibs the size and character of flee arrhitedurel, stnicWral, machaniral, electrical systerns and other elements appropriate to the project. Addhmaly, research on F , :: : J reshoom and cwgW and irmorprxate avaitabia products suitable m fhe projed will be perfamted. A approval. The deesrgn dove cnant mPrepaire erits shall cons v of documents for City Dweek)p-- _ 1 Docu is - drewmmgs and other documents including plans, sections, alevations. 4pmi construction details and diagram, W layouts. The design devekopment documents strait also inciude outline spec katiortsthat identify major materials and system and establish general quality kweis. We will coordinate with pre-engineered casNaorn and canopy rrranulacture[s for development and 1 r . *1, of selected produc t lsyeAwns. B. {pinion of Ptnbable Casa Update -Prepare an update to the preliminary pn*cdon for the cost of the work Water Feature EnuirMdnng — Our subconsuitant. Waterscapere, will perform the following services as It relates to the water feature: A. _P�omentlPlan Rftview - Review existing documents and plans and provide coordination with tho design team to establish arohitecturat and functional goals for ttowaterfeatue systems- B. Hydraulic Calculaogns - Perform water feature system hydraulic calculations as required m establish redrcubation and aeration system size requirements. This work includes a concealed subterranean vaA which contains the sheam system pump and moy ao.zme Page 2 HERMi NN DESIGN GROUP, INC. Exhibit A Page 3 of 11 SILVER ROCK VENUE SITE - CITY OF LA ©UINTA Design Services aeration equipment and other components necessary w provide appropriate water turnover rates and wafer recirculation. An aeration system, wilt be designed for the water feature which Dims over and treats the ❑ ester a minimum of Fifteen 05) times per day- C. Bk mmenciabong. - Review all available project design information for the purpose of rrhetdrhg recommendations relative to the following: 1) Water feature system design criteria and how the feature may be developed Into most pleasing aesthetic amenities possi4i8 for the park. 2) Make : — - .: for adjustments in width and alignment of the water feature edges in key areas where their maintenance and other factors. 3) New water feature system pump staWn 10r house the recirculation pump and the aeration equipment. 4) Project themirV concepts: It will he the goal of the water feature engineer to make recommendations relative to edge treatments, rockwork, etc. and will perform preliminary engineering of these amenities based on information and decisions made by the design team as a whole and wtddn the constraints of the project budget 5) Anticipated design requirements related to the use of the feature as an irrigation lake and the facilities required to receive CVWD cartel water. etc. 6) Requirem nts of other tea m members directly related m the water feature system. Most importantly. the sk a hydrologic requirements and constraints. 7) Project budgets and schedules. D. Water Feature Prellmina�P_4-r! - Prepare prelirtinary plans for the proposed water feature which will include, but not Irnite3d to: 1) Saae design information in computer format for use in creating the overaA projed base sheets. This rnfom7ation. teased on HDGdesrgn and will include tha layout of the water feature, strearns, waterfalls, and any required ana3lary equipment tpcations adjacent to the water fitebure systems. 2) Prelimina ry design of a new pump sraWn to house the recirculation pump. and an aeration systarn for the feature to tnLlude WmPmssors, diffusers, enclosures, etc. 3) Preliminary design of vericus orator feature edge .: , . : . based an information developed during this phase of the work and the design requirements of HDG and the City. Each of these store treattnents will be presented as detail sections for review by the design teem. 4) Preliminary design of the water feature basin lining system including sealing to all structures and amenities below freeboard elevations. 5) Detailed intormaWn based on this preliminary design, for electrical servics requirements and equipment locations to aid the design team in the developmenI of the overall projed power requirements- E. Water Feature S Qfl i - Prepare struclurat calculations far any cast -in - place conpem or masonry structures included in this scope of work These calculations will be prepared in a forrrrat acceptable to local approving agencies and will be sealed by a Registered Civil Engineer Iiceased In the Stara of California. For precast concrete structures. t is assumed that the pre -cast vault manufacturer will provide structural engineering for his precast structure. May 3D, 2016 Page 3 HERMANN DESIGN GROUP, INC. Exhibit A Page 4 of 11 SILVER ROCK VENUE SITE - CITY OF LA QUINTA Design Services F. Opinion of Probable Cost - Prepare a preliminary budget estimate of probable costs of construction for thawaterieature system and tow design fterne covered in thle scope of work This estimate will be presented In spreadsheet form, In Microsoft Excel fonret G. Grading and CanLo nit Coordination - Assist the design team and the project civil engineer in the grading and contouring of the water feature bottom surfaces and the landscaped area directly adjacent to the lake If necessary. Sitq Conftction Lavokit ang Qonction Detains - This plan prepared by HDG will illustrate the site hardscape constructon. CARD files will be created and transmitted to the civil engineer for preliminary grading aWles. Preliminary construction details will be provided for the paving, walls, shade structures and site furnishings. GradinqCoordf- HDG will meet with the civil engineer and coordinate grading and drainage design to meet the intended design. Mf terfals_iard - Photo images and samples of proposed materials will be prepared by HDG for the landscape design development components of the project including paving, cobble, rock and aft furnishings. Planting Plan - This plan will locate all plant material and Include a plant legend with Latin and common names for aU plant materiel. Doininn of Probable Construction Cosa - HDG will prepare an opinion of probable construction cost of the preliminary plan for use by the City encompassing all Cost projections provided by subconsukents_ IL FRIAL DESIGN SERVICES The project team as It pertains to this scope of services will prepare the following woddng drawings: Construction Plan and Dotails -This plan wslf Illustrate all walls. rods. - . _d grsnka, and cobble in plan view with dimensiona. details and salectOns of materials Planting Plan and Dotalls - This plan will illustrate tho location of all new plant maternal. A plant legend will describe the Latin and common names, sizes and remarks for each plant shorn on the plan. Details will be provided as required. !Ration Plan and Delatls - This plan wilt illustrate the I=dlon of all new Irrigation components and pump to be installed. Details will be provided as required. Irrigation water budget .calculations are Included. CVWVD submittal and approval are included as are plan check comments reletve ID gaining approval. 9 r Feahge 7 _ „ - Upon approval of the preliminary lake plans by HDG and the subtonsultant will prepare fine water feature system construction drawings. which dearly denote all items covered in this scope of work to a level suitable for approval by goveming agencies and for constmction of these arroonities. These drawings will include a plan view of lha water feature system, drawn at a state of approximately 1 ==30', showing Urnits of the proposed basin liner, shoreline treatments, rodwmrk, water feature grading, Poe cams, etc. Additionally. detail sheets will be prepared which clearly deltnaate the followft water feature elements and amenities. • Water Feature System Liner Earth Cover and / or Concrete Veneer over the Liner Mey3o, zee Page 4 HERMANN DESIGN GROUP, INC. Exhibit A Page 5 of 11 SILVER ROCK VENUE SITE - CITY OF LA QUINTA Design Services • Typical shoreOne Treatments • Special Shoreline Treatments • Red mulation Pump Station (anticipated to be an underground vault) • Aeration System Components • Lake Auw-Rl- Loyal Control System to Receive CVWD Carsai Water • LrnerSealing Detads to All Structures Below Freeboard Elevations • Pond Hydrostatic Relief Valves Qf Required) • Tie-ins in Existing Storm Pipelines (If Required) plate: these plans will be prepared on will be sealed by a Registered Civil Engineer lioensod in the State of Catifomia. Add6onally, the subconsuttant has inducted up to two project meetings at the project site, City or HDG o€frce. Arehs ure - Our team will pmvide the architecture design for the project as defined on Phase 0no of the City -approved master pion as outlined below: n P - MrAulrifa Company uvtll preParo constructlan A.deatments upon tl Cily's written approval of Derign Development documents, and on ltte City's aulhertzatian of any adjustments in it>Q Project regtr rerrrarrts• ConstnxZon documer+� shall illustrate ar�d descn6e the futttr�zr developmm rt of the desgn development documents and shall carrsist d drawings and ir'�'"s esbiigt+irx3 in devil the quality levels of materials and systems and other se4uir emsnts far the corssb txon of the work. The ard�fted spa@ coordinate spa architects documtxtifs with llx3 mtutsucilon doatments Prepared by the architects eonsuftanta. Coordlnatlon watt+ Pre . . • restroorn and canopy manufachirem for their preperatior of drawings, cakxtlatrons and - mipporting their msperAfm productslsystoms is included. B. n P b Cost a� - Prepare the final update to the projection for the cost of the•worlc Eleatriral E in n - Our team will provide electrical _ _ , and lighting design services for the project as defined on phase one of the Gi[Y-aPProved mastier plan as outlined below. A- The areas that would be included would be the parking area, event lawn, an walk, the me2dow areas and is'tigation pump station. B. provide general lghUng design for all parking areas, walkways and pedestrian areas C. Provide landscape lighting design for all landscape areas and artwork. as directed by landscape architect. D. Provide now electiicel servire(s; end circa Mg for all khdng and ancillary power needs. E. Provide a photometrk, plan for the general llghtlng as required for the Precise Plan Application. F. Provide Exterior Lighting Title 24 Compliance Report for all general lighting. G. Provide a complete set of electrical owlstmction documents that includes all plans, details, diagrams, notes, specifications and caEaulatlons needed for building department subntihaf. bidding and construction. H. Review all building department comments as required in order to obtain approval. u•y30, xate Page 5 HERMANN DESIGN GROW, INC. Exhibit A Page 6 of 11 SILVER ROCK VENUE SITE - CITY OF LA QUINTA Design Services I, The construction documents shall include all general and specific notes and specification s. Grading_ ± in Coordina{(' - We will cocirdinate grading design with the civil engineer. This scope assumes the City will hire the cavil engineer under separate contract. ronstruetton SoertGcations and Bki Doc menu- Detailed pfooddeseriptbn. preparation of bid schedules, bid item J:.:,. ;f'..1, payment rnethods. special provisions. and technical specir"hona for the items covered under this scope of work vW11 be provided. ¢yinion of Probable Can n �' - We will prepare a final opinion of probable construction cost for use in bidding documents and deterrnination of altemate bid dem(s). if necessary. for the items covered under this scope of work. IV. AGENCY APPROVAL We wili submit to the City all plans, specifications. estimates. andlor other necessary documents required to obtain approval. The following plan check submitlats are included: 1 a Review - Design Devebpment Review 2"tl Review - 65% Chack Plans and Specifications r Review -100% Cho& Plans, Specifications 4a Review - Preliminary Final (screen check) We will make revisions as required by the City and resubmit plans for approval. Final plans will be submitted to CVWD and Riverside County Agricultural Commission for approval. Deliverables: All approved plans will be provided to the City in the requested AutoCA0 version or via PD5. as well as on "D" size mylar, if requested (the cost of mylar pir duction will be considered a reimbursable cast). Specification documents, including t8chnical / . ., wilt be provided in Microsoft Word for Windows format_ The opinion of probable construction oosl will be provided in Excel for Windows fonrat. V. BIDDING; PHASE P - Bpi stir -We will attend the pm -bid r onfere-A and answer questions. We wld provide bid assistance to include enewering questions from prospective bidders. VL CONSTRULTION SERVICES Construction Qbservati n rvir - We will vM tote silo at intervals �,r,,. �,r-:'„ ,� to the stage of construction to become generally familiar with she prograss and quaft of the portion+ of the work cornpWed, and to determine. in general. if #* work observed is being performed cn aoi rdanco with the oontract doc+enenrs. We will not be required to make exhaustive or continuous on site . ... We will keep the City reasonably informed about the progress and quality of the wank completed and report to the City known deviations from contract documents, the current edition of the construction schedule and defects and deficiencies observed In the work We will provide oonsbuctionobser-ationservices upon request byftCNy. The following construction observations are recommended: MW3D.zma Page 6 HERMANN DESIGN GROUP, INC. Exhibit A Page 7 of 11 SILVER ROCK VENUE SITE - CITY OF LA QUINTA Design Services A. Fine Grading B. Review Rode, Wag, and Boulder Layout C. ConsbuclIon Layout of Waikways D. Llgt>tlng Locations E. Review of Plant kbtertal Locations Prior to Installation F. Review of Irrigation Mainline Test G. Review of Emitter Placement H. Review Final Installation and Imsgation Coverage L Lighting Review J. Final Punch List P u is - We review and approve or take otfw appropriate action Upon the Contradoes submittaLS eA;kAinq shop draw+np, prod= data and sampies only for with the cantladdvcuments. aa�to Questions - Review and'end t4 Reqofor Irsfamnatiun (W1) about the wntrad documants aubrrotted in the speared written `orm. P.esportses to such requests shag be in wrttsng. As appropriate, responses shall be ..., r J by suPAlamenlal drawings andlor .' . J!,; I% in response to Requests for Infrxrrvtkcxt. prpjpg C - When 4ze work is found to be substantialty camp. ws wrl Prepare punch fist ;derriifykt(t WO[k yet to be completed. work that m not in with cwtsract d=ments or needs to be rxtrtec ted. repaired or replaced. The punch list Wfll be issued la the contracux and to the City. VIL MEETINGSWROJECT ADMINISTRATION - Ailertd City mae&V. agency review meetings, and related prolect as required. Attend andlor oortduct develOPM81t teams mee"s and Conference Calls as mmswry to Perform the $rope of work. Six {G) meetings are anticipated with staff during the project. Coordination with the City and project management, are inducted within this Scow of Work A. Staff Review of Preliminary AnI tt iZinill Plana a. Staff Review of Design D : : . . Plans C. Staff Review of 85%Working Drawings D. Staff Review of 85% Working Drawings E. Staff Review of 100% Working DrawingslS,„ ".:.:. 3 F. ply Council Approval of plants and final ppnstrUdiOn 00d esllrreate p�mir_ strkt!qm Pertam general pmjed management serrvions as necessarY to suppod to the work of this project. Mor30.2018 Page HERMANN DESIGN GROUP, INC- Exhibit A Page 8 of 11 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 Waae 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 Califomia Labor Code Sections 1720, etseq., and 1770, etseq., as well as California Code of Regulations, Title 8, Sections 16000, et seq., (collectively, the "Prevailing Wage laws"), and La Quints 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 Califomia 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 of 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 time Services available to interested parties upon request, and shall post copies at Contracting Parry's principal place of business and at the project site, if any. Time 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 Califomia Labor Code Section 1770 et seq., including Section 1T76. 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 Laws. 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, andlor any other similar law. Contracting Party acknowledges Exhibit A Page 9 of 11 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 Parry 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 trunkline 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. Exhibit A Page 10 of 11 5. Safe . 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 Page 11 of 11 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 Three Hundred Thirty -Nine Thousand Five Hundred Dollars ($339,500) ("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 B Page 1 of 3 SILVER ROCK VENUE SITE - CITY OF LA QUINTA Design Services FEES AND CHARGES IIay30, 2MB Ourfees wiil be billed on a lump sum, percentage complete basis. AN reimbursable expenses will be billed as incurred. I. ARCHITECTURAL PRELIMINARY DESIGN SERVICES Architect Phase 1 $ 9.900.00 ArcNted Phase 11 $ 4 2U.00 Subtotal S 14,100.00 It. DESIGN DEVELOPMENT SERVICES Ardilted Phase I S 11.700.W Architect Phase II $ 5.300.00 Electrical Engineer $ 7.000.00 Landscape Architect Phase I S, 25,500.00 Landscape Amhfk ct Phase II $ 5.000.00 Water Feature Engineer S 5,000.W Structural Engineer Phase 1 $ 4,500.00 Struchaal Engineer Phase 11 $ 2.000.00 Plumbing Engineer Phase 1 $ 1.500.00 Pinnbing Engineer Phase II $ 1,500.00 Subtotal $ 881000.W III. FINAL DESIGN SERVICES Amh tad Phase 1 $ 19,600-00 Architect Phase 11 $ 11,000.00 Electrical Engineer $ 22.500,00 Landscape Archftd Phase I $ 80,500.00 Landscape Ardnitad Phase It $ 10000.00 Water Feature Engineer S 8,300.00 SbucUW Engineer Phase I ; 4,01XIM SUuctmal Engineer Phase II $ 3,000.W Plurroing Engineer Phase 1 $ 1.000.00 Plumbing Engineer Phase 11 S Y.99Q.[10 Subtotal $ 150,900.00 IV. AGENCY APPROVAL (HOURLY ALLOWANCE) AmhtadPhase 1 $ 1,500.00 ArdiitedPhase II $ 1,200.00 Ekx*i el Engineer $ 750.00 Landscape Architect Phase I S 3,500.00 Landsmpe Arehlted Phase Il i 1,500.00 Water Feftre Engineer induded SuaOotsl $ 8A50.00 V. BIDDING (HOURLY ALLOWANCE) Mqj 30.2ota Page 8 HERMANN DESIGN GROUP, INC. Error! Unknown document property nme-/Errer! Unknown document property uame.-Error! Unknown document property name - Error.' Unknown document property uame..Error! Unknown document property name. aO6/12l18 -2- SILVER ROCK VENUE SITE - CITY OF LA QUINTA Design Services Architect Phase I $ 1,400.00 Arrhiled Phase 11 3 1,400.00 Elecblral Engineer S 500.00 Landscape Archfted Phase 1 $ 1,500.00 Landscape Afd ted Phase II $ 1,500.00 Water Feahae Engineer $ 500.00 Subtotal S 6.600.00 V1. CONSTRUCTION SERVICES (HOURLY ALLOWANCE) Architect Phase I S 10.6W.00 Archited Phase II $ 6,400.00 Electrical Engineer $ 1,000.00 Landscape And>ited Phase 1 $ 25,500.00 Landscape Archtled Phase II $ 2,5Ct0.00 Water Feature Ergineer S 2,500.00 Subtotal $ 51,500.00 VIL MEETINGS/PROJECT ADMINISTRATION (HOURLY ALLOWANCE) Arches Phase I $ 3,500.00 Architad Phase 11 S 2.000.00 Electrical Engineer $ 750.00 Landscape An* ted Phase 1 $ 15.500.00 LoWscape Architect Phase 11 $ 2,500.00 Water Feature Engirmw Two Ir►cluAtyd Subtotal $ 24,250.00 REIMBURSABLES (BILLED AS INCURRED) $ 4,500.00 TOTAL FEE $ 3 n ono nn REIMBURSABLES Ralmbursable Iterm such as the cost of reprographic services, will samples, plan check tees, and auto travel outside the Coedwft Valley wII be charged at our cost phre 15%. These are billed as itraxred and an allowance for said serves is listed above. OUTSIDE CONSULTANTS ESTIMATED FEES AND CHARGES The foiowlrtg additional wnsuttants are anticipated to complete the scope of services: the figures listed are estimates of the fees to budget forthe individual services 1. Geotechnical Engineering Report It. Percafatlon and IMitiretion Reports III. Geoterhniral Tesbng May ao. sme Page 9 Error! Unknown document property name./Error! Unknown document property name. -Error! Unknown document property name. Error! Unknown document property name..Error! Unknown document property name. aW12/18 -3- $ 6.000.00 $ 6.000.00 $ 7,500.00 HERMANN DESIGN GROUP, INC. 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, Exhibit C Page 1 of 1 Exhibit D Special Requirements NONE CITY RESPONSIBILITY • Provide information for the existing lake and irrigation systems. • Provide geotechnical and civil engineering. Exhibit D Page 1 of 1 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 below 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 AutoDeclarationPage 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 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 out 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 Exhibit E Page 1 of 5 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 insurers 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. 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 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 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 Pertainina to Provisions of Insurance Coveraoe by Contractino Partv. 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 agrees to require all contractors, and subcontractors to do likewise. Exhibit E Page 2 of 5 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 (eg 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 of 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 panty 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 Exhibit E Page 3 of 5 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 Parry 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 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. 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 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. Contracting Parry 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 Parry's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as 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 Parry 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. Exhibit E Page 4 of 5 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 E Page 5 of 5 Exhibit F Indemnification F.1 Indemnity for the Benefit of Citv. 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), actual costs and expenses, 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, actual expenses or costs, 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 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. Indemnification Provision for Desion Professionals, 1. Applicability of this Section RUM. 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. Exhibit F Page 1 of 2 2. Scooe of indemnification. When the law establishes a professional standard of care for Contracting Parry'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. Desion 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 Oblivion 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 obligations 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 Exhibit F Page 2 of 2 BUSINESS SESSION ITEM NO. 3 City of La Quinta CITY COUNCIL MEETING: July 3, 2018 STAFF REPORT AGENDA TITLE: APPROVE AGREEMENT FOR CONTRACT SERVICES WITH HERMANN DESIGN GROUP FOR DESIGN OF THE SILVERROCK EVENT SITE (PROJECT NO. 201608) RECOMMENDATION Approve a Contract Services Agreement with Hermann Design Group for the SilverRock Event Site design services, Project No. 201608, and authorize the City Manager to execute the Agreement. EXECUTIVE SUMMARY • The City has contracted with Hermann Design Group (HDG) for on -call architectural landscape services. • On June 20, 2017, City Council approved Amendment No. 3 that included $50,000 for the preliminary design of a SilverRock Event Site. • The Council formed an ad hoc committee that worked with HDG to create a master concept plan, with an estimated cost of $6 million. FISCAL IMPAC" The total projected cost would be $6 million, and would be funded with $3.5 million in Quimby Funds, $100,000 in Art in Public Places funds, and $2.4 million in Measure G Reserves. BACKGROUND/ANALYSIS The master plan for SilverRock designates 35 to 40 acres for a passive community park. The Council has discussed improving this space as a location for community events. In February 2018, Council formed the Ad Hoc Event Site Committee that included representatives from the City Council, Community Services Commission, Planning Commission, Montage International, SilverRock Development Company, and the La Quinta Arts Foundation. The Committee has met every two weeks, established a master concept plan, and prioritized amenities and needs. Based upon discussions with the community, Council, and the Planning, Community Services and Financial Advisory Commissions, the original $3.4 million phase one project budget is not sufficient to provide the amenities the community desires; the Committee recommends that an additional $2.6 million be designated to add a restroom, enhanced lighting, shade structures, fencing, parking, and a central water feature to the first phase. The committee recommendation was reviewed by all three commissions, who support building the entire project in one phase with the necessary additional funding. In October 2015 HDG was awarded a contract for on -call architectural landscape services based on their qualifications, assigned personnel, scope of work, and hourly rates. This contract was amended in June 2017 to provide $50,000 for preliminary work related to the Event Site. In order to achieve the time frame the Council designated to complete the Event Site, the City elected to use HDG to prepare the preliminary concepts for the Event Site. The new $6 million estimate for the Event Site includes $339,500 for the HDG Contract Services Agreement (Attachment 1) so they may proceed with design services based on the master plan concept. ALTERNATIVES Council may elect not to approve the Agreement and bid this work. This would delay the timeline to complete the Event Site. Prepared by: Steve Howlett, Facilities Director Approved by: Frank Spevacek, City Manager Attachment 1: Hermann Design Group Contract Services Agreement