2024-25 RY+AO Design Services Maintenance & Ops. Yard Project 2018-05MEMORANDUM
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CALIFORNIA
DATE: August 7, 2024
TO: Jon McMillen, City Manager
FROM: Carley Escarrega, Administrative Technician
RE: RY+AO - design and professional services for project no. 2018-05, Maintenance & Operations Yard
Please list the Contracting Party / Vendor Name, any change orders or amendments, and the type of services to be provided. Make
sure to list any related Project No. and Project Name.
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Authority to execute this agreement is based upon:
Approved by City Council on August 6, 2024 Consent No. 7
City Manager's signing authority provided under the City's Purchasing & Contracting Policy
[Resolution No. 2023-008] for budget expenditures of $50,000 or less.
City Manager's signing authority provided under the City's Personnel Policy Section 3.2 for
temporary employment positions.
Department Director's or Manager's signing authority provided under the City's Purchasing Policy
[Resolution No. 2023-008] for budget expenditures of $15,000 and $5,000, respectively, or less.
Procurement Method (one must apply):
Bid ❑✓ RFP ❑ RFQ ❑ 3 written informal bids
Sole Source ❑ Select Source ❑ Cooperative Procurement
Requesting department shall check and attach the items below as appropriate,
Agreement payment will be charged to Account No.: 401-0000-60185-201805-D
Agreement term: Start Date August 12, 2024 End Date December 31, 2025
Amount of Agreement, Amendment, Change Order, etc.
$ 222,806
REMINDER: Signing authorities listed above are applicable on the agprepate Agreement amount, not individual
Amendments or Change Orders!
❑ Insurance certificates as required by the Agreement for Risk Manager approval
Approved by: Date:
❑ Bonds (originals) as required by the Agreement (Performance, Payment, etc.)
❑ Conflict of Interest Form 700 Statement of Economic Interests from Consultant(s)
NOTE: Review the "Form 700 Disclosure for Consultants" guidance to determine if a Form 700 is required pursuant
FPPC regulation 18701(2)
❑ Business License No. Expires:
❑✓ Requisition for a Purchase Order has been prepared (Agreements over $5,000)
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 JSL Architecture, Inc., a California corporation, d/b/a RY+AO
("Contracting Party"). The parties hereto agree as follows:
SERVICES OF CONTRACTING PARTY.
1.1 Scope of Services. In compliance with all terms and conditions of this
Agreement, Contracting Party shall provide those services related to design and related
professional services for the City's Maintenance and Operations Yard, as specified in the
"Scope of Services" attached hereto as "Exhibit A" and incorporated herein by this
reference (the "Services"). Contracting Party represents and warrants that Contracting
Party is a provider of first-class work and/or services and Contracting Party is experienced
in performing the Services contemplated herein and, in light of such status and
experience, Contracting Party covenants that it shall follow industry standards in
performing the Services required hereunder, and that all materials, if any, will be of good
quality, fit for the purpose intended. For purposes of this Agreement, the phrase "industry
standards" shall mean those standards of practice recognized by one or more first-class
firms performing similar services under similar circumstances.
1.2 Compliance with Law. All Services rendered hereunder shall be provided
in accordance with all ordinances, resolutions, statutes, rules, regulations, and laws of
the City and any Federal, State, or local governmental agency of competent jurisdiction.
1.3 Wage and Hour Compliance, Contracting Party shall comply with applicable
Federal, State, and local wage and hour laws.
1.4 Licenses, Permits, Fees and Assessments. Except as otherwise specified
herein, Contracting Party shall obtain at its sole cost and expense such licenses, permits,
and approvals as may be required by law for the performance of the Services required by
this Agreement, including a City of La Quinta business license. Contracting Party and its
employees, agents, and subcontractors shall, at their sole cost and expense, keep in
effect at all times during the term of this Agreement any licenses, permits, and approvals
that are legally required for the performance of the Services required by this Agreement.
Contracting Party shall have the sole obligation to pay for any fees, assessments, and
taxes, plus applicable penalties and interest, which may be imposed by law and arise
from or are necessary for the performance of the Services required by this Agreement,
and shall indemnify, and hold City, its elected officials, officers, employees, and agents,
free and harmless against any direct or indirect damages imposed against City hereunder
for failure to pay any fees, assessments, and taxes, or for failure to obtain licenses,
permits, and approvals as may be required by law for the performance of the Services.
Contracting Party shall be responsible for all subcontractors' compliance with this Section.
1.5 Familiarity with Work. By executing this Agreement, Contracting Party
acknowledges that (a) it has visited and considered the Services to be performed, (b) it
has visited the site where the Services are to be performed, if any, and fully acquainted
itself with the conditions there existing, (c) it has considered how the Services should be
performed, and (d) it understands the facilities, difficulties, and restrictions attending
performance of the Services under this Agreement. Should Contracting Party discover
any latent or unknown conditions materially differing from those inherent in the Services
or as represented by City, Contracting Party shall immediately inform City of such fact
and shall not proceed except at Contracting Party's risk until written instructions are
received from the Contract Officer, or assigned designee (as defined in Section 4.2
hereof).
1.6 Standard of Care. Contracting Party acknowledges and understands that
the Services contracted for under this Agreement require specialized skills and abilities
and that, consistent with this understanding, Contracting Party's work will be held to an
industry standard of quality and workmanship. Consistent with Section 1.5 hereinabove,
Contracting Party represents to City that it holds the necessary skills and abilities to satisfy
the industry standard of quality as set forth in this Agreement. Contracting Party shall
adopt reasonable methods during the life of this Agreement to furnish continuous
protection to the Services performed by Contracting Party, and the equipment, materials,
papers, and other components thereof to prevent losses or damages, and shall be
responsible for all such damages, to persons or property, until acceptance of the Services
by City, except such losses or damages as may be caused by City's own negligence.
The performance of Services by Contracting Party shall not relieve Contracting Party from
any obligation to correct any incomplete, inaccurate, or defective work at no further cost
to City, when such inaccuracies are due to the negligence of Contracting Party. The
standard of care for all professional services performed or furnished by Contracting Party
under this Agreement will be the care and skill used by members of Contracting Party's
profession practicing under similar circumstances at the same time and in the same
locality. Except as provided in this Agreement, Contracting Party makes no warranties,
express or implied, under this Agreement or otherwise, in connection with Contracting
Party's services.
1.7 Additional Services. In accordance with the terms and conditions of this
Agreement, Contracting Party shall perform services in addition to those specified in the
Scope of Services ("Additional Services") only when directed to do so by the Contract
Officer, or assigned designee, provided that Contracting Party shall not be required to
perform any Additional Services without compensation. Contracting Party shall not
perform any Additional Services until receiving prior written authorization (in the form of
a written change order if Contracting Party is a contractor performing the Services) from
the Contract Officer, or assigned designee, incorporating therein any adjustment in
(i) the Contract Sum, and/or (ii) the time to perform this Agreement, which said
adjustments are subject to the written approval of Contracting Party. It is expressly
understood by Contracting Party that the provisions of this Section shall not apply to the
Services specifically set forth in the Scope of Services or reasonably contemplated
therein. It is specifically understood and agreed that oral requests and/or approvals of
Additional Services shall be barred and are unenforceable. Failure of Contracting Party
to secure the Contract Officer's, or assigned designee's written authorization for
Additional Services shall constitute a waiver of any and all right to adjustment of the
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Contract Sum or time to perform this Agreement, whether by way of compensation,
restitution, quantum meruit, or the like, for Additional Services provided without the
appropriate authorization from the Contract Officer, or assigned designee.
Compensation for properly authorized Additional Services shall be made in accordance
with Section 2.3 of this Agreement.
1.8 Special Requirements. Additional terms and conditions of this Agreement,
if any, which are made a part hereof are set forth in "Exhibit D" (the "Special
Requirements"), which is incorporated herein by this reference and expressly made a part
hereof. In the event of a conflict between the provisions of the Special Requirements and
any other provisions of this Agreement, the provisions of the Special Requirements shall
govern.
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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 Two Hundred Twenty -Two Thousand
Eight Hundred Six Dollars ($222,806), for the life of the Agreement, encompassing the
Initial and any Extended Terms (the "Contract Sum"), except as provided in Section 1.7.
The method of compensation set forth in the Schedule of Compensation may include a
lump sum payment upon completion, payment in accordance with the percentage of
completion of the Services, payment for time and materials based upon Contracting
Party's rate schedule, but not exceeding the Contract Sum, or such other reasonable
methods as may be specified in the Schedule of Compensation. The Contract Sum shall
include the attendance of Contracting Party at all project meetings reasonably deemed
necessary by City; Contracting Party shall not be entitled to any additional compensation
for attending said meetings. Compensation may include reimbursement for actual and
necessary expenditures for reproduction costs, transportation expense, telephone
expense, and similar costs and expenses when and if specified in the Schedule of
Compensation. Regardless of the method of compensation set forth in the Schedule of
Compensation, Contracting Party's overall compensation shall not exceed the Contract
Sum, except as provided in Section 1.7 of this Agreement.
2.2 Method of Billing & Payment. Any month in which Contracting Party wishes
to receive payment, Contracting Party shall submit to City no later than the tenth
(10th) working day of such month, in the form approved by City's Finance Director, an
invoice for Services rendered prior to the date of the invoice. Such invoice shall
(1) describe in detail the Services provided, including time and materials, and (2) specify
each staff member who has provided Services and the number of hours assigned to each
such staff member. Such invoice shall contain a certification by a principal member of
Contracting Party specifying that the payment requested is for Services performed in
accordance with the terms of this Agreement. Upon approval in writing by the Contract
Officer, or assigned designee, and subject to retention pursuant to Section 8.3, City will
pay Contracting Party for all items stated thereon which are approved by City pursuant to
this Agreement no later than thirty (30) days after invoices are received by the City's
Finance Department.
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2.3 Compensation for Additional Services. Additional Services approved in
advance by the Contract Officer, or assigned designee, pursuant to Section 1.7 of this
Agreement shall be paid for in an amount agreed to in writing by both City and Contracting
Party in advance of the Additional Services being rendered by Contracting Party. Any
compensation for Additional Services amounting to five percent (5%) or less of the
Contract Sum may be approved by the Contract Officer, or assigned designee. Any
greater amount of compensation for Additional Services must be approved by the La
Quinta City Council, the City Manager, or Department Director, depending upon City laws,
regulations, rules and procedures concerning public contracting. Under no circumstances
shall Contracting Party receive compensation for any Additional Services unless prior
written approval for the Additional Services is obtained from the Contract Officer, or
assigned designee, pursuant to Section 1.7 of this Agreement.
3. PERFORMANCE SCHEDULE.
3.1 Time of Essence. Time is of the essence in the performance of this
Agreement. If the Services not completed in accordance with the Schedule of
Performance, as set forth in Section 3.2 and "Exhibit C", it is understood that the City will
suffer damage.
3.2 Schedule of Performance. All Services rendered pursuant to this
Agreement shall be performed diligently and within the time period established in "Exhibit
C" (the "Schedule of Performance"). Extensions to the time period specified in the
Schedule of Performance may be approved in writing by the Contract Officer, or
assigned designee.
3.3 Force Majeure. The time period specified in the Schedule of Performance
for performance of the Services rendered pursuant to this Agreement shall be extended
because of any delays due to unforeseeable causes beyond the control and without the
fault or negligence of Contracting Party, including, but not restricted to, acts of God or of
the public enemy, fires, earthquakes, floods, epidemic, quarantine restrictions, riots,
strikes, freight embargoes, acts of any governmental agency other than City, and
unusually severe weather, if Contracting Party shall within ten (10) days of the
commencement of such delay notify the Contract Officer, or assigned designee, in
writing of the causes of the delay. The Contract Officer, or assigned designee, shall
ascertain the facts and the extent of delay, and extend the time for performing the
Services for the period of the forced delay when and if in the Contract Officer's judgment
such delay is justified, and the Contract Officer's determination, or assigned designee,
shall be final and conclusive upon the parties to this Agreement. Extensions to time
period in the Schedule of Performance which are determined by the Contract Officer, or
assigned designee, to be justified pursuant to this Section shall not entitle the
Contracting Party to additional compensation in excess of the Contract Sum.
3.4 Term. Unless earlier terminated in accordance with the provisions in
Article 8.0 of this Agreement, the term of this agreement shall commence on August 12,
2024, and terminate on December 31, 2025 ("Initial Term"). This Agreement may be
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extended for 1 additional year upon mutual agreement by both parties ("Extended Term"),
and executed in writing.
4. COORDINATION OF WORK.
4.1 Representative of Contracting Party. The following principals of Contracting
Party ("Principals") are hereby designated as being the principals and representatives of
Contracting Party authorized to act in its behalf with respect to the Services specified
herein and make all decisions in connection therewith:
(a) Name: Jianshan Liang
Telephone No.: 619-224-3605
Email: jliang(a�ry-aoarchitects.com
(b) Name: Richard Yen
Email: ryen(a)-ry-aoarchitects.com
It is expressly understood that the experience, knowledge, capability, and
reputation of the foregoing Principals were a substantial inducement for City to enter into
this Agreement. Therefore, the foregoing Principals shall be responsible during the term
of this Agreement for directing all activities of Contracting Party and devoting sufficient
time to personally supervise the Services hereunder. For purposes of this Agreement,
the foregoing Principals may not be changed by Contracting Party and no other personnel
may be assigned to perform the Services required hereunder without the express written
approval of City.
4.2 Contract Officer. The "Contract Officer", otherwise known as Bryan
McKinney, City Engineer and Public Works Director, or assigned designee may
be designated in writing by the City Manager of the City. It shall be Contracting Party's
responsibility to assure that the Contract Officer, or assigned designee, is kept informed
of the progress of the performance of the Services, and Contracting Party shall refer any
decisions, that must be made by City to the Contract Officer, or assigned designee.
Unless otherwise specified herein, any approval of City required hereunder shall mean
the approval of the Contract Officer, or assigned designee. The Contract Officer, or
assigned designee, shall have authority to sign all documents on behalf of City required
hereunder to carry out the terms of this Agreement.
4.3 Prohibition Against Subcontracting or Assignment. The experience,
knowledge, capability, and reputation of Contracting Party, its principals, and its
employees were a substantial inducement for City to enter into this Agreement. Except
as set forth in this Agreement, Contracting Party shall not contract or subcontract with
any other entity to perform in whole or in part the Services required hereunder without the
express written approval of City. In addition, neither this Agreement nor any interest
herein may be transferred, assigned, conveyed, hypothecated, or encumbered,
voluntarily or by operation of law, without the prior written approval of City. Transfers
restricted hereunder shall include the transfer to any person or group of persons acting in
concert of more than twenty five percent (25%) of the present ownership and/or control
of Contracting Party, taking all transfers into account on a cumulative basis. Any
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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 Performing Work. Contracting Party represents that it
employs or will employ at its own expense all personnel required for the satisfactory
performance of any and all of the Services set forth herein. Contracting Party represents
that the Services required herein will be performed by Contracting Party or under its direct
supervision, and that all personnel engaged in such work shall be fully qualified and shall
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be authorized and permitted under applicable State and local law to perform such tasks
and services.
4.6 City Cooperation. City shall provide Contracting Party with any plans,
publications, reports, statistics, records, or other data or information pertinent to the
Services to be performed hereunder which are reasonably available to Contracting Party
only from or through action by City.
5. INSURANCE.
5.1 Insurance. Prior to the beginning of any Services under this Agreement and
throughout the duration of the term of this Agreement, Contracting Party shall procure
and maintain, at its sole cost and expense, and submit concurrently with its execution of
this Agreement, policies of insurance as set forth in "Exhibit E" (the "Insurance
Requirements") which is incorporated herein by this reference and expressly made a part
hereof.
5.2 Proof of Insurance. Contracting Party shall provide Certificate of Insurance
to Agency a
endorsements
performance.
ung with all required endorsements. Certificate of Insurance and
must be approved by Agency's Risk Manager prior to commencement of
6. INDEMNIFICATION.
6.1 Indemnification. Indemnification is incorporated as set forth in "Exhibit F"
("Indemnification") and expressly made a part hereof.
7. RECORDS AND REPORTS.
7.1 Reports. Contracting Party shall periodically prepare and submit to the
Contract Officer, or assigned designee, such reports concerning Contracting Party's
performance of the Services required by this Agreement as the Contract Officer, or
assigned designee, shall require. Contracting Party hereby acknowledges that City is
greatly concerned about the cost of the Services to be performed pursuant to this
Agreement. For this reason, Contracting Party agrees that if Contracting Party becomes
aware of any facts, circumstances, techniques, or events that may or will materially
increase or decrease the cost of the Services contemplated herein or, if Contracting Party
is providing design services, the cost of the project being designed, Contracting Party
shall promptly notify the Contract Officer, or assigned designee, of said fact,
circumstance, technique, or event and the estimated increased or decreased cost related
thereto and, if Contracting Party is providing design services, the estimated increased or
decreased cost estimate for the project being designed.
7.2 Records. Contracting Party shall keep, and require any subcontractors to
keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports
(including but not limited to payroll reports), studies, or other documents relating to the
disbursements charged to City and the Services performed hereunder (the "Books and
Records"), as shall be necessary to perform the Services required by this Agreement and
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enable the Contract Officer, or assigned designee, to evaluate the performance of such
Services. Any and all such Books and Records shall be maintained in accordance with
generally accepted accounting principles and shall be complete and detailed. The
Contract Officer, or assigned designee, shall have full and free access to such Books
and Records at all times during normal business hours of City, including the right to
inspect, copy, audit, and make records and transcripts from such Books and Records.
Such Books and Records shall be maintained for a period of three (3) years following
completion of the Services hereunder, and City shall have access to such Books and
Records in the event any audit is required. In the event of dissolution of Contracting
Party's business, custody of the Books and Records may be given to City, and access
shall be provided by Contracting Party's successor in interest. Under California
Government Code Section 8546.7, if the amount of public funds expended under this
Agreement exceeds Ten Thousand Dollars ($10,000.00), this Agreement shall be subject
to the examination and audit of the State Auditor, at the request of City or as part of any
audit of City, for a period of three (3) years 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 assigned designee, or upon
the expiration or termination of this Agreement, and Contracting Party shall have no claim
for further employment or additional compensation as a result of the exercise by City of
its full rights of ownership use, reuse, or assignment of the Documents and Materials
hereunder. Any use, reuse or assignment of such completed Documents and Materials
for other projects and/or use of uncompleted documents without specific written
authorization by Contracting Party will be at City's sole risk and without liability to
Contracting Party, and Contracting Party's guarantee and warranties shall not extend to
such use, revise, or assignment. Contracting Party may retain copies of such Documents
and Materials for its own use. Contracting Party shall have an unrestricted right to use
the concepts embodied therein. All subcontractors shall provide for assignment to City
of any Documents and Materials prepared by them, and in the event Contracting Party
fails to secure such assignment, Contracting Party shall indemnify City for all damages
resulting therefrom.
7.4 In the event City or any person, firm, or corporation authorized by City
reuses said Documents and Materials without written verification or adaptation by
Contracting Party for the specific purpose intended and causes to be made or makes any
changes or alterations in said Documents and Materials, City hereby releases,
discharges, and exonerates Contracting Party from liability resulting from said change.
The provisions of this clause shall survive the termination or expiration of this Agreement
and shall thereafter remain in full force and effect.
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7.5 Licensing 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 assigned
designee, or as required by law. Contracting Party shall not disclose to any other entity
or person any information regarding the activities of City, except as required by law or as
authorized by City.
7.7 Confidential or Personal Identifying Information. Contracting Party
covenants that all City data, data lists, trade secrets, documents with personal identifying
information, documents that are not public records, draft documents, discussion notes, or
other information, if any, developed or received by Contracting Party or provided for
performance of this Agreement are deemed confidential and shall not be disclosed by
Contracting Party to any person or entity without prior written authorization by City or
unless required by law. City shall grant authorization for disclosure if required by any
lawful administrative or legal proceeding, court order, or similar directive with the force of
law. All City data, data lists, trade secrets, documents with personal identifying
information, documents that are not public records, draft documents, discussions, or other
information shall be returned to City upon the termination or expiration of this Agreement.
Contracting Party's covenant under this section shall survive the termination or expiration
of this Agreement.
8. ENFORCEMENT OF AGREEMENT.
8.1 California Law. This Agreement shall be interpreted, construed, and
governed both as to validity and to performance of the parties in accordance with the laws
of the State of California. Legal actions concerning any dispute, claim, or matter arising
out of or in relation to this Agreement shall be instituted in the Superior Court of the County
of Riverside, State of California, or any other appropriate court in such county, and
Contracting Party covenants and agrees to submit to the personal jurisdiction of such
court in the event of such action.
8.2 Disputes. In the event of any dispute arising under this Agreement, the
injured party shall notify the injuring party in writing of its contentions by submitting a claim
therefore. The injured party shall continue performing its obligations hereunder so long
in
as the injuring party commences to cure such default within ten (10) days of service of
such notice and completes the cure of such default within forty-five (45) days after service
of the notice, or such longer period as may be permitted by the Contract Officer, or
assigned designee; provided that if the default is an immediate danger to the health,
safety, or general welfare, City may take such immediate action as City deems warranted.
Compliance with the provisions of this Section shall be a condition precedent to
termination of this Agreement for cause and to any legal action, and such compliance
shall not be a waiver of any party's right to take legal action in the event that the dispute
is not cured, provided that nothing herein shall limit City's right to terminate this
Agreement without cause pursuant to this Article 8.0. During the period of time that
Contracting Party is in default, City shall hold all invoices and shall, when the default is
cured, proceed with payment on the invoices. In the alternative, City may, in its sole
discretion, elect to pay some or all of the outstanding invoices during any period of default.
8.3 Retention of Funds. City may withhold from any monies payable to
Contracting Party sufficient funds to compensate City for any losses, costs, liabilities, or
damages it reasonably believes were suffered by City due to the default of Contracting
Party in the performance of the Services required by this Agreement.
8.4 Waiver. No delay or omission in the exercise of any right or remedy of a
non -defaulting party on any default shall impair such right or remedy or be construed as
a waiver. City's consent or approval of any act by Contracting Party requiring City's
consent or approval shall not be deemed to waive or render unnecessary City's consent
to or approval of any subsequent act of Contracting Party. Any waiver by either party of
any default must be in writing and shall not be a waiver of any other default concerning
the same or any other provision of this Agreement.
8.5 Rights and Remedies are Cumulative. Except with respect to rights and
remedies expressly declared to be exclusive in this Agreement, the rights and remedies
of the parties are cumulative and the exercise by either party of one or more of such rights
or remedies shall not preclude the exercise by it, at the same or different times, of any
other rights or remedies for the same default or any other default by the other party.
8.6 Legal Action. In addition to any other rights or remedies, either party may
take legal action, at law or at equity, to cure, correct, or remedy any default, to recover
damages for any default, to compel specific performance of this Agreement, to obtain
declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes
of this Agreement.
8.7 Termination Prior To Expiration of Term. This Section shall govern any
termination of this Agreement, except as specifically provided in the following Section for
termination for cause. City reserves the right to terminate this Agreement at any time,
with or without cause, upon thirty (30) days' written notice to Contracting Party. Upon
receipt of any notice of termination, Contracting Party shall immediately cease all
Services hereunder except such as may be specifically approved by the Contract Officer,
or assigned designee. Contracting Party shall be entitled to compensation for all
Services rendered prior to receipt of the notice of termination and for any Services
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authorized by the Contract Officer, or assigned designee, thereafter in accordance with
the Schedule of Compensation or such as may be approved by the Contract Officer, or
assigned designee, except amounts held as a retention pursuant to this Agreement.
8.8 Termination for Default of Contracting Party. If termination is due to the
failure of Contracting Party to fulfill its obligations under this Agreement, Contracting Party
shall vacate any City -owned property which Contracting Party is permitted to occupy
hereunder and City may, after compliance with the provisions of Section 8.2, take over
the Services and prosecute the same to completion by contract or otherwise, and
Contracting Party shall be liable to the extent that the total cost for completion of the
Services required hereunder exceeds the compensation herein stipulated (provided that
City shall use reasonable efforts to mitigate such damages), and City may withhold any
payments to Contracting Party for the purpose of setoff or partial payment of the amounts
owed City.
8.9 Attorneys' Fees. If either party to this Agreement is required to initiate or
defend or made a party to any action or proceeding in any way connected with this
Agreement, the prevailing party in such action or proceeding, in addition to any other relief
which may be granted, whether legal or equitable, shall be entitled to reasonable
attorneys' fees; provided, however, that the attorneys' fees awarded pursuant to this
Section shall not exceed the hourly rate paid by City for legal services multiplied by the
reasonable number of hours spent by the prevailing party in the conduct of the litigation.
Attorneys' fees shall include attorneys' fees on any appeal, and in addition a party entitled
to attorneys' fees shall be entitled to all other reasonable costs for investigating such
action, taking depositions and discovery, and all other necessary costs the court allows
which are incurred in such litigation. All such fees shall be deemed to have accrued on
commencement of such action and shall be enforceable whether or not such action is
prosecuted to judgment. The court may set such fees in the same action or in a separate
action brought for that purpose.
9. CITY OFFICERS AND EMPLOYEES: NONDISCRIMINATION.
9.1 Non -liability of City Officers and Employees. No officer, official, employee,
agent, representative, or volunteer of City shall be personally liable to Contracting Party,
or any successor in interest, in the event or any default or breach by City or for any amount
which may become due to Contracting Party or to its successor, or for breach of any
obligation of the terms of this Agreement.
9.2 Conflict of Interest. Contracting Party covenants that neither it, nor any
officer or principal of it, has or shall acquire any interest, directly or indirectly, which would
conflict in any manner with the interests of City or which would in any way hinder
Contracting Party's performance of the Services under this Agreement. Contracting Party
further covenants that in the performance of this Agreement, no person having any such
interest shall be employed by it as an officer, employee, agent, or subcontractor without
the express written consent of the Contract Officer, or assigned designee. Contracting
Party agrees to at all times avoid conflicts of interest or the appearance of any conflicts
of interest with the interests of City in the performance of this Agreement.
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No officer or employee of City shall have any financial interest, direct or
indirect, in this Agreement nor shall any such officer or employee participate in any
decision relating to this Agreement which effects his financial interest or the financial
interest of any corporation, partnership or association in which he is, directly or indirectly,
interested, in violation of any State statute or regulation. Contracting Party warrants that
it has not paid or given and will not pay or give any third party any money or other
consideration for obtaining this Agreement.
9.3 Covenant against Discrimination. Contracting Party covenants that, by and
for itself, its heirs, executors, assigns, and all persons claiming under or through them,
that there shall be no discrimination against or segregation of, any person or group of
persons on account of any impermissible classification including, but not limited to, race,
color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry in
the performance of this Agreement. Contracting Party shall take affirmative action to
ensure that applicants are employed and that employees are treated during employment
without regard to their race, color, creed, religion, sex, marital status, sexual orientation,
national origin, or ancestry.
10. MISCELLANEOUS PROVISIONS.
10.1 Notice. Any notice, demand, request, consent, approval, or communication
either party desires or is required to give the other party or any other person shall be in
writing and either served personally or sent by prepaid, first-class mail to the address set
forth below. Either party may change its address by notifying the other party of the change
of address in writing. Notice shall be deemed communicated forty-eight (48) hours from
the time of mailing if mailed as provided in this Section.
To City:
To Contracting Party:
CITY OF LA QUINTA RY+AO
Attention: Bryan McKinney Attention: Jianshan Liang
78495 Calle Tampico 731 South Highway 101, Suite 1M
La Quinta, California 92253 Solana Beach, CA 92075
10.2 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of this Agreement or any other rule of
construction which might otherwise apply.
10.3 Section Headings and Subheadings. The section headings and
subheadings contained in this Agreement are included for convenience only and shall not
limit or otherwise affect the terms of this Agreement.
10.4 Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original, and such counterparts shall constitute one and
the same instrument.
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10.5 Integrated Agreement. This Agreement including the exhibits hereto is the
entire, complete, and exclusive expression of the understanding of the parties. It is
understood that there are no oral agreements between the parties hereto affecting this
Agreement and this Agreement supersedes and cancels any and all previous
negotiations, arrangements, agreements, and understandings, if any, between the
parties, and none shall be used to interpret this Agreement.
10.6 Amendment. No amendment to or modification of this Agreement shall be
valid unless made in writing and approved by Contracting Party and by the City Council
of City. The parties agree that this requirement for written modifications cannot be waived
and that any attempted waiver shall be void.
10.7 Severability. In the event that any one or more of the articles, phrases,
sentences, clauses, paragraphs, or sections contained in this Agreement shall be
declared invalid or unenforceable, such invalidity or unenforceability shall not affect any
of the remaining articles, phrases, sentences, clauses, paragraphs, or sections of this
Agreement which are hereby declared as severable and shall be interpreted to carry out
the intent of the parties hereunder unless the invalid provision is so material that its
invalidity deprives either party of the basic benefit of their bargain or renders this
Agreement meaningless.
10.8 Unfair Business Practices Claims. In entering into this Agreement,
Contracting Party offers and agrees to assign to City all rights, title, and interest in and to
all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. § 15) or
under the Cartwright Act (Chapter 2, (commencing with Section 16700) of Part 2 of
Division 7 of the Business and Professions Code), arising from purchases of goods,
services, or materials related to this Agreement. This assignment shall be made and
become effective at the time City renders final payment to Contracting Party without
further acknowledgment of the parties.
10.9 No Third -Party Beneficiaries. With the exception of the specific provisions
set forth in this Agreement, there are no intended third -party beneficiaries under this
Agreement and no such other third parties shall have any rights or obligations hereunder.
10.10 Authority. The persons executing this Agreement on behalf of each of the
parties hereto represent and warrant that (i) such party is duly organized and existing,
(ii) they are duly authorized to execute and deliver this Agreement on behalf of said party,
(iii) by so executing this Agreement, such party is formally bound to the provisions of this
Agreement, and (iv) that entering into this Agreement does not violate any provision of
any other Agreement to which said party is bound. This Agreement shall be binding upon
the heirs, executors, administrators, successors, and assigns of the parties.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates
stated below.
CITY OF LA QUINTA,
a California Municipal Corporation
N McMILLEN, City Manager
City of La Quinta, California
Dated:
ATTEST:
MONIKA RADEVA, Ci y Clerk
City of La Quinta, California
APPROVED AS TO FORM:
601,
WILLIAM H. IHRKE, City Attorney
City of La Quinta, California
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RY+AO:
N 6: Jianshan Liang
Title: CEO
Dated: 08/06/2024
Name:
Title:
Dated:
Exhibit A
Scope of Services
Services to be Provided:
This Contract is limited to the attached Scope of Work referenced as
Phase I.
Exhibit A
Page 1 of 4 Last revised summer 2017
We propose to provide A&E services for the scope of services outlined in the Request for Proposals for
City of La Quinta Professional Planning and Design Services - Maintenance and Operations Yard Project
No. 2018-05. A detailed scope of work by phase is provided below.
PHASE
A. Kick-off Meeting
1. Coordinate with City to initiate and locate Geotechnical Borings. (Geotechnical to be
contracted directly by the City).
2. Coordinate with the City to mobilize A&E team to visit the site & observe present
operations.
B. Programming & Facilities Surveys (Data Gathering & Benchmarking)
1. Review prior architect's programming document to understand 2020 programming
assumptions.
2. Schedule tour of existing Maintenance & Operations yard
3. Initial meeting with City of La Quinta Mgr./Operations Mgmt. Team to compare 2020
goals with 2024 goals. Establish overall modifications to the 2020 Needs Assessment.
4. Based on Initial meeting, schedule Dept. Interviews to validate current and future
requirements.
a. Existing City Hall
b. Public Works
c. Electric Utilities (Yard, Warehouse, Admin.)
d. Water District (Yard & Admin.)
e. Transportation (Vehicle Yard & Admin.)
5. Discuss optional Business Resiliency, future operational forecasts, technological, shared
workplace considerations.
6. Structural Standards. Business Resiliency Assessment: Determine what standards of
assessment, if any, the City may consider to assure operational sustainability during a
significant Seismic or catastrophic event: FEMA, ASCE, Non -Structural. Identify any
Structural Business Resiliency Requirements
7. MEP: Assess Overall condition of existing facilities. Goal to provide MEP systems
comparison between existing systems and current technologies, efficiencies, MEP
Business Resiliency: Establish MEP Business Resiliency requirements. Review internal
Facilities Asset & Maintenance Reports. Assess if existing MEP Non -Structural Assets
Assessment is required.
8. Landscape: Provide landscape minimum requirements, provide recommendations
connecting park to New Operations Yard.
9. Civil: Mobilize survey, topo, site legal description.
10. Dry Utility: Obtain will serve letters from each utility pertaining to the area; request
pertaining dry utility records to the project, as necessary.
C. Facilities Assessment
Our teams will evaluate the existing condition.
a. Electrical: existing power distribution.
b. Plumbing systems: Sanitary sewer system and Domestic water distribution system
points of connection on site.
c. Fire protection systems: Emergency lighting system, fire sprinkler and suppression
system, fire alarm detection system and standpipe system.
d. Site Systems: Vehicular and Pedestrian Pavements. Open Space, Landscape space,
Parking, Operational Yard, Fleet Ops. by Dept., ADA Existing Commentary.
e. Optional Solar/Microgrid, Emergency Power Alternatives.
2. Digital Photographs: Digital photos will be captured and used for internal quality control
purposes. Photos will be captured for building identification and documentation of asset
and system conditions. Select photos will be used within the narrative reports; however,
all photos will be made available through a Share Point site for the client's convenience.
3. Structural: Physical survey of City of La Quinta Operations Yard Facilities.
4. MEP: Physical survey of City of La Quinta Operations Yard Facilities that utilize MEP.
Assess equipment loads, EV loads, Bldg. Elec./HVAC, Site Elec./ Lighting loads. Identify
Non -Structural and Business Resiliency Gap Analysis.
5. Landscape: Map required landscape area per code. Develop conceptual landscape
areas, Admin. Bldg., Visitor Parking, Entry features.
6. Civil: Initiate Site As -built underground survey, conceptual topo, and drainage plans.
7. Dry Utility: Visit site and document existing conditions.
D. Concept Study
1. Distribute BU/Dept. Programmatic Dept. collaboration, objective: Discuss and compare
2020 program with 2024 current use, future use(s). Determine future space over a three -
year, five-year period expansion or contraction plan. It will also be determined how a
BU/Dept will optimize their business functions (Benchmark existing business operations).
Assess physical proximity to those in their BU or benefit by being co -located adjacent to
other common BU's who would enhance their operations. Develop Benchmark City
Spatial Assessments by Business Unit, Space adequacy, spatial growth models by dept.,
optimized adjacencies. Develop Concept Studies, Blocking Plans, Site Plans
a. Meetings with Business Units to identify individual end user issues, priorities,
business objectives, operational requirements, and goals (Facilities Dept. Directors,
Sr. Managers).
b. Back Fill Planning Services: Develop strategic consolidation scenarios to re -align
work adjacencies and in -fill the vacancies at the re -located business unit locations.
c. The programming logic will be developed in concert with City of La Quinta City Mgr.
& BU.
d. Meet with internal City support groups (IT, Environmental, Security, Safety) to identify
their requirements and business objectives associated with City Needs Assessment.
e. Host two cross -functional interview sessions with all groups to identify common
business goals, unidentified requirements and operational goals which may exist
between business units and city support groups.
f. Assess Space requirements for each existing BU, will be developed leveraging
Program Data comparing each BU's existing space & assets requirements with
projected 3/ 5 -year requirements. Discuss and project 10 yr. growth model.
2. Compile Existing Photo survey. Assess Dept. FF&E, any existing assets that will be re-
used.
3. Develop Structural recommendations. Present all City of La Quinta Structural
assessments.
4. Develop MEP Assessment recommendations. Present all City of La Quinta MEP
assessments.
5. Develop conceptual planting and hardscape locations, recommended fencing, walls, etc.
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6. In collaboration with City and A&E team advise team of any topographic, site civil issues
that would affect development of the Admin. Bldg., Canopies, parking, gates, CNG
location, etc.
7. Identify existing dry utility conflicts and provide design feedback.
E. Deliverables: two (2) hard copies and one (1) electronic copy (Microsoft Word/Excel format)
1. Completed Overview of findings, Adjusted program recommendation for each City
Operating Unit.
2. Photographic Survey.
3. Concept Plan and renderings.
II. PHASE II
A. Schematic Design
1. Develop Schematic Studies:
a. Admin. Bldg.
b. Yard, Warehouse.
c. Transportation (Vehicles -Visitor, FTE, Fleet, EV)
d. Temporary Operational planning to maintain current City Operations during
construction of new Admin. Bldg. and Yard Reorganization.
2. Develop Schematic Design: Translate Program to Space Plans. Develop Schematic Shell/
Core and Preliminary Space Plans. Collaborate with A&E Team to assess consultant
finding. Review findings with City Program Mgr. and ea. City Dept. head.
3. Develop building Structural alternatives. Collaborate with Cost Estimator to identify
current unit pricing and cost differentials and constructability times between systems.
4. Develop MEP systems alternatives: Provide narrative describing systems advantages,
cost effectiveness, life cycle analysis, etc. POC's, power requirements, Admin. Bldg. EV &
Site Elec. & Lighting concepts
5. Finalize conceptual planting and hardscape locations, recommended fencing, walls, etc.
6. Once Geotechnical report is issued, develop conceptual BM P, SWPP site water retention
strategies.
7. Develop a Facilities comparison between 2020/2024 & future space and Bldg.
Equipment projections.
B. Analyze Programmatic Data/ Convert to Floor Plans/ Bldg. Plans/ Master Plan
1. Develop individual Business Unit/ Dept. spatial needs requirements. Develop Dept. block
plans, adjacencies, grow representations. Translate Programming Finding into Concept
bldg. plans. Develop 2-3 Conceptual City Master Plans leveraging pre-existing and any
new or proposed space.
2. Integrate structural findings.
3. Integrate MEPfindings.
4. Integrate Arch. Survey finding with RY+AO Programmatic- Spatial translation.
C. Deliverables: two (2) hard copies and one (1) electronic copy (Microsoft Word/Excel format)
1. Schematic Study shall consist of the following:
a. One site plan illustrating location of facility, parking, site circulation, floor plan.
Studies shall illustrate present capacity, recommended expansion space to
accommodate present and future programmatic requirements, business adjacencies
between Operating Units & Dept.
1) Existing Admin. Bldg.- Current and future capacity at existing site.
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2) Parking, FTE, Visitor, Fleet, EV
3) Yard, Warehouse.
4) Adjacency & Site design considerations with respect to the Park & Fire Station
5) Vehicular access- public streets, on-site circulation.
6) Security, fencing, ingress & exiting control, bldg. security, cameras, alarms, etc.
7) A presentation of the findings and recommendations to the La Quinta City
Mgr./Ops Mgr. / City Council meeting.
2. Concept Landscape areas and fencing areas
3. Topo, lot boundaries, concept recommendations if there any site water retention issues,
topography issues, curb cut / site access issues, etc.
4. Dry Utility: Identify potential primary circuitvoltage based on load demand and circuit
availability (12 / 16kV); Determine utility company transformation needs per Design
Guidelines and parameters; Identify potential KVA demand based on utility company
historical data; Provide viable conceptual transformer locations and dry utility designs for
proposed building; Identify all necessary structures and estimate cost, timing, and
sequence; Coordinate all necessary underground conversions in the alley; Assist in
identifying potential SoCal Gas design options and metering options; Assist in locating
potential tie in points and viable gas meter locations; Coordinate all utility removals and
quitclaim of easements; Compile overall dry utility composite exhibits
D. Design Development
1. Preparation of Design Development documents based upon approved Schematic
Design documents for Owner review and approval. The purpose of Design Development
documents is to establish the final scope, relationships, forms, size, and appearance of
the Project through:
a. Plans, sections, and elevations
b. Preliminary selection of building systems and materials
C. Typical construction details
d. Final material selection
e. Equipment layouts.
2. Structural recommendations integrated with Cost Estimate
3. MEP concept systems recommendations integrated with Cost Estimate
4. Develop City of La Quinta Design Development Cost Estimate
a) Cost estimate inclusive of projected escalation costs.
5. Deliverables: two (2) hard copies and one (1) electronic copy (Microsoft Word/Excel
format)
a. Design Development Plans
b. Provide an estimated cost in current dollars for estimated design, construction,
inspection, furnishing and equipment, and contingency fees to meet the needs
identified in the planning work. Cost Estimate shall provide a general breakdown of
each facility, or cost/SF for Admin. Bldg., storage facilities, CNG move, etc.
III. PHASE III
A. Construction Documents Services
1. Preparation of Construction Documents based upon approved Design Development
documents. Construction Documents may include the following:
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• Site Plan
• Vicinity Map
• Building Summary
• Sheet Index
• Building Department Notes
• Accessibility Requirements per CAC Title 24
• Demolition Plan
• Floor Plan(s)
• Roof Plan
• Building Sections
• Exterior Elevations
• Interior Elevations
• Door and Window Schedules
• Architectural Details
• Mechanical Plans and Diagrams
• Plumbing Plans and Diagrams
• Electrical Plans and Diagrams
• Landscape Architecture Plans and Details
• Civil Plans
2. Building Commissioning - Design Phase
a. Commissioning scope of work includes quality assurance functional performance
systems review per owner's requirements for:
1) Operations yard exceeding 10,000 sq. ft.
a) Mechanical, lighting control, and domestic hot water systems
b) Irrigation controller and Photovoltaic Systems
b. Complete Title 24 Certificate of Compliance, Design Review Kick-off checklist, which
will be submitted to the City Building Department. A design reviewer is required for
non-residential conditioned spaces of 10,000 sq. ft. or more.
c. Meet with owner and architect to assist in developing the Owner's Project
Requirements (OPR).
d. Provide Title 24 third party review of design drawings, submit issues and observations
report to project team and complete and sign Certificate of Compliance, Design
Review Compliance sheet, which will be submitted to the City Building Department.
e. Complete Title 24 Certificate of Compliance, Commissioning Construction Documents
checklist and submit to the City Building Department. Measures covered include
building envelope, lighting, domestic hot water, and HVAC design.
f. Coordinate with A&E to develop Basis of Design (BOD) documentation.
g. Develop and present a Commissioning Plan (Cx Plan) to the owner (and the Building
Official where required). The Cx Plan is intended to guide each responsible team
member through the Commissioning process and document accountability of each
discipline.
h. Develop clear Commissioning Specifications and the functional testing requirements
to be included in the construction bid documents.
3. Preparation of Project Specifications
4. Reasonable coordination with all consultants.
5. Reasonable coordination with all design -build consultants, if any.
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6. Normal processing of documents through the City of La Quinta as required to obtain
permits for construction.
7. Bi -monthly progress meetings with Architect included.
8. Deliverables: two (2) hard copies and one (1) electronic copy (Microsoft Word/Excel
format)
a. Construction Documents
b. Commissioning Plan
c. Project Specifications
d. Cost Estimate
B. Bidding Services
1. Preparation of Bid Package including drawings and Project Manual.
2. Issuance of Bid Package to Owner for distribution to bidders. (Note: Printing of bid sets for
distribution to bidders is not included in our scope of work).
3. Respond to reasonable questions from bidders during bid process.
4. Preparation of addenda for issuance to bidders
5. Assist Owner in the review of bids.
C. Construction Administration Services
The Architect shall visit the site at intervals appropriate to the stage of construction to
become generally familiar with the progress and quality of the work completed, and to
determine, in general, if the work observed is being performed in a manner indicating that
the work, when fully completed, will be in accordance with the drawings and specifications.
However, the Architect shall not be required to make exhaustive or continuous on-site
inspections to check the quality or quantity of the work. On the basis of the site visits, the
Architect shall keep the Owner reasonably informed about the progress and quality of the
portion of the work completed, and report to the Owner (1) know deviations from the
Contract Documents and from the most recent construction schedule submitted by the
Contractor, and (2) defects and deficiencies observed in the work. The Architect is not
responsible for the performance of the General Contractor or its subcontractors, for their
errors and/or omissions, the construction for the space, orthe construction schedule, if any.
Construction Administration services are limited as follows:
a. Review of shop drawings/submittals.
b. Response to Contractor Requests for Information
c. Preparation of bulletins (if required).
d. Preparation of project punchlist.
2. A maximum of one (1) construction progress visits by Architect per month for a total
construction duration of twelve (12) months.
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IV. ASSUMPTIONS & EXCLUSIONS
A. Signage Design
1. All exterior and interior signage is provided in this proposal. All street signage, building
signage and interior room signage designations shall be provided by others, not a part of
A&E professional services.
B. Environmental Land Planning
1. Professional services to entitle discretionary entitlements, mitigate negative declarations,
CEQA are not included in our professional services. RY+AO has solicited a proposal from
Michael Baker and Associates to provide preliminary entitlement finding if required.
These services shall be provided upon request.
C. Traffic Engineering Services
1. Services of a traffic engineerwere not designated as a requirement for this project and
are excluded. Clarification, all vehicular traffic flow, truck turning radius studies,
FTE/Visitor Parking and Fleet parking and circulation studies are included in RY+AO
professional services.
D. Communications Tower
1. A&E team shall coordinate the connection of all communication to the City's
communication pole or tower, if leased or purchased. The installation of the
communication pole or tower shall be provided by others, between the City and the
communication tower vendor.
2. We have assumed meeting with the City's BU's, to define functional requirements for the
SCADA, Microwave, Radio, DAS, IT/Telecom for the proposed La Quinta operations
yards for the purpose of designing the supporting MEP & Low Voltage infrastructure. All
design and construction documentation/Bidding can be provided by Design Build
contractor procured by the city or retained GC.
E. Off -Site Improvements
1. All off-site improvements and utilities are unknown at the submittal of this proposal,
therefore assumed not to be a part of this scope of work.
2. Upstream power study and power design to provide the site with more power than is
supplied and exists at the site today to support proposed improvements.
F. Geotechnical Conditions
1. Geotechnical report shall be provided by the City. Modifications to project resulting from
any unknown subsurface geological condition not disclosed in the RFP shall be provided
as an additional service. By example, structural foundation design resulting from
liquefaction, ground water conditions, remediation of building foundations resulting from
insufficient soil bearing values, deep foundations, soil remediation.
G. Plumbing
1. Design the plumbing systems including domestic water, waste, vent where required. We
will design plumbing systems only to 5 feet from the exterior. All site utilities are by the
Civil Engineer. These include, but are not limited to, storm drain, sanitary sewer, domestic
water, fire water, natural gas, and foundation drainage.
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2. Sewage ejectors and sump pumps are excluded. We assume these will be gravity
systems.
3. We assume a domestic water booster pump is not required.
4. We have excluded the design of grease waste interceptors.
H. Fleet Repair Building and Fleet Services
1. Assumption: There are no Fleet Repair services required for this project per RFP.
CNG Existing Fueling Tank Move
1. No Process Engineering is included to upgrade the existing CNG facility. RFP specifies
the existing CNG Fuel tank shall be moved. Services to move the tank are limited to the
following:
a. Code Analysis: establish setbacks from property lines and building per the 2022 fire
code.
b. Evaluate the site plan and establish locations that will meet code requirements for the
existing CNG tank relative to appropriate vehicular fueling and Tank service access.
Proximity to building setbacks as well as property lines and appropriate location of
the tank are included in RY+AO services.
J. Fire Protection
1. Design the fire sprinkler system. The design of the fire sprinkler system will consist of
performance specifications. The contractor will complete shop drawings and hydraulic
calculations and will be the engineer of record for the fire sprinkler system. We assume
the base building risers are adequately sized for our use. We have excluded fire
protection requirements for high pile storage, CNG fuel station, waste
management/disposal station and any specialty fire protection in areas of battery energy
systems.
2. We assume a fire pump and a fire water storage tank will not be required.
3. Design the fire alarm system. The design of the fire alarm system will consist of
performance specifications and general location of fire alarm devices; the contractor will
complete shop drawings and all calculations and will be the engineer of record for the fire
alarm system.
4. Architectwill retain a dry utility consultantto provide design and coordination with the
local utility company for a new electrical service(s) to the project site.
5. We will provide lighting design for both the site and building. We assume all lighting to be
utilitarian type. VCL shall specify any specialty lighting is required for this project.
6. Provide conduit infrastructure and point to point connections for voice, data, broadband,
or television system and devices based on input from Client or from Client's consultants.
7. Provisions for conduit infrastructure for security devices, backboxes, and conduit for
security systems based on the input from Client or from Client's consultants.
8. Design the power connections for building equipment, such as Client -provided
equipment. Our documents do not include information that is contained on vendor
drawings (such as wiring diagrams, electrical controls, etc.)
A
9. Solar PV system is required. We assume this to be by the Owner's vendor or a separate
consultant retained by the Architect as an additional service. If requested, we can provide
system sizing calculations and a performance specification for the Contractor to
design/build the system. Should the City consider PV (other than code required
infrastructure), battery energy storage and possibly a Microgrid infrastructure to produce
power and possibly provide back-up power for their EV charging infrastructure, A&E shall
provide these services as an additional service.
K. Electrical
Design the electrical normal power for the proposed work.
a. A. The RFP does not indicate that an emergency generator is required. It is assumed
that the A&E team shall design conduit provisions to allow for connection to a roll -up
portable emergency generator. We have excluded the design of Emergency -Power
for the entire site.
b. B. We assume the EV charging stations will be required to service employee and fleet
parking lots which shall be designed to Code minimum. Additional chargers will
require additional services fees.
c. C. Included in our professional services is consultation to provide design and
coordination with the local utility company for a new electrical service(s) to the
project site.
d. D. We will provide lighting design for both the site and building. We assume all
lighting to be utilitarian type. If any specialty lighting is required, the Architect will be
required to provide a lighting designer for the project in the event that AT's lighting
design studio is not retained.
L. Low Voltage/Audio Visual/Security
1. Develop program requirements for Low Voltage Cabling, Audio Visual and Security
(access control & video surveillance) Systems. This will include a detailed review of the
current programming and design documents developed to date. Work with the Client
and project team to define functional and technical requirements.
2. Design the low voltage cable plant for the facility. This will include all horizontal category
data cabling, backbone copper/fiber, and Outside Plant (OSP) fiber connectivity
necessary to support network connected devices. Network connected devices shall
include Wi-Fi Access Points (We have excluded predictive Wi-Fi modelling studies which
can be provided as and additional service), hardwired work area outlets, data to support
audio visual and data to support security system I P devices. Non -category data cable for
audiovisual (Audio, Video, Control etc.) and security (Access Control, Intrusion Detection,
etc.) will be designed and specified under each discipline. The intent is for all low voltage
data cabling to be included in one comprehensive package for the purpose of bidding
and installation.
3. We have excluded all drawings for all low voltage wiring relating to their systems
associated the EV charging systems on the site as these are assumed to utilize cellular
connectivity.
4. Design the pathway systems for the distribution of the horizontal, and riser backbone
cabling infrastructure. Coordinate OSP pathway requirements to the Civil Engineer.
5. Design the ER/MDF and TR/I DF rooms to support all IT infrastructure and Client
provided equipment. This will include a review of the power and grounding requirements
that are required to support the active equipment to be located within these rooms.
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6. Review plans for the EF/M POE to ensure telco facilities are in place to deliver telco
services. Telco services shall be ordered and installed by others.
7. Design the audiovisual systems forthe Office and Centralized Employee Facility. We
have assumed this will include typical small, medium and large conference rooms for
approximately 20% of the floorspace. Per the RFP responses, we have assumed the
conference rooms shall double as training rooms.
8. Work with city provided vendor to provide the low voltage infrastructure to provide a
paging system per the RFP response requirements.
9. Provide bidding and construction administration services for low voltage and audio-visual
scopes of work. We excluded the design of a synchronized clock system.
M. Lighting Design Services
1. Interior Lighting for both office buildings, enclosed conditioned storage area, area
beneath canopy, fleet washing, and parking structure lighting.
a. Design of T-24 compliant lighting
b. Lighting Designer to select fixtures and equipment that have a 5+ years warranty and
locally sourced Exterior Lighting for laydown areas, surface parking areas, hardscape
areas and wayfinding signage lighting for building connectivity on the site.
c. Dark Sky compliant
d. Lighting Designer to select fixtures and equipment that are appropriate and durable
for harsh weather.
e. Provide prescriptive -method Title 24 for mechanical, lighting and envelope
compliance calculations and forms. If an energy model is required for the project or if
performance Title 24 calculations are required, Alfatech will require additional
services.
f. Coordinate with the structural engineer for all equipment anchorage. All structural
calculations and details for anchorage are the responsibility of the structural
engineer.
g. Coordinate our work with other team members.
h. If requested by Client, assist the design team and Client in their review and comment
on the project cost estimate that is prepared by Client's contractor or cost estimator.
i. Prepare CSI -formatted specification documents that describe the design intent.
N. Logistics Warehouse & Outdoor Storage
1. All warehouse high pile racking systems shall be coordinated by the A&E in collaboration
with the City's warehouse and logistics department. Services of specialized storage
needs shall be identified in Programming, between the A&E team and the City. The
design of these systems shall be the responsibility of a specialized logistics consultant of
the City's choosing. City shall retain the logistics & storage consultant. A&E shall work
with the City and its consultant to identify these specialized selections and specification
of these systems.
2. Systems shall include but not be limited to the following: high pile racking systems,
mezzanine storage, secured storage, small parts conveying & carousel systems, outdoor
racking, bar code scanning systems, inventory control systems, etc.
IN
O. Hazardous Materials A&E surety precludes the design professionals from the identification,
consultation, mitigation, abatement, handling, identification / certification / design to address
any hazardous materials contained in the geology of the site or hazardous assets which the
City anticipates obtaining and storing on-site.
P. Primary Structure System of Buildings
1. Assumptions:
a. Office and Crew Quarters - Up to twenty-five feet in height, single story office
building, constructed with steel, Prefab steel, CMU, or timber framing with a
lightweight roof structure made of metal deck or wood.
b. Warehouse/Storage -Provisions are provided to develop storage or warehouse
buildings if required, each constructed with similar materials, either CMU or concrete
tilt -up walls with a lightweight roof structure made of metal deck or wood.
c. Assume -12,500 SF of built space per the RFP.
d. Parking Canopies. Design for parking canopies are provided. Assumes a typical steel
frame design and includes allowance for solar.
e. Fleet Maintenance Shop- excluded, not in scope.
f. Wash Bay - excluded, not in scope.
g. Maintenance Shop -undefined and to be determined. Design Development, Const.
documentation, Bidding and Const. Admin. services for the development of a
Maintenance Shop are not included in this scope of work.
h. Misc site elements, assumed to be up to three (3) canopies are provided.
i. Assume one site lighting pole design.
j. We have not included anchorage of warehouse storage and racking systems nor
equipment anchorage but can upon request.
k. There will be one permit package for the project with all architectural, structural, and
other consultant packages submitted concurrently.
I. The design and construction of all buildings will occur concurrently. Project phasing
may require review of scope and fee.
m. Building Information Models (BIM) will contain elements modelled to a Level of
Development (LOD) 200, unless otherwise noted. Refer to AIA Document G202-
2013
2. Exclusions:
a. Detailed design of secondary structural elements (i.e., window supports, curtain wall
supports, exterior cladding, window washing equipment, elevator machine supports
and miscellaneous metal supports).
b. Landscape structural elements such as site walls, trellis, etc. not specifically noted
herein.
c. Geotechnical investigation and report
d. Material testing and destructive investigation
e. Special inspections during construction
f. Design of elements for exterior building maintenance
g. Preparation of demolition documentation (scope of existing buildings unidentified in
the RFP.)
h. Engineering or inspection of contractor temporary works such as shoring, bracing,
underpinning, or propping.
i. Work required to correct non -conforming construction undertaken by the
contractor or unforeseen conditions.
j. Design of support/bracing/anchorage of mechanical, electrical, and plumbing (MEP)
systems and furniture, fixtures, and equipment (FF&E) elements
k. Services necessary due to significant scope changes or design revisions after Phase I
1. Services necessary due to significant schedule extensions or accelerations
Q. Dry Utilities
1. Assumptions:
a. Client/project/construction team to use utility company drawings and/or designs for
construction documents.
b. Client/project team to provide project information to the level of detail required to
allow for the calculation of future needs and demands and service provisions.
c. Assumes client, or their assigned design team member(s) provides onsite and offsite
civil, architectural, and landscape base files.
d. All City files will be provided to Moran Utility Services, Inc. for use in preparing and
submitting to each dry utility company.
e. Occasionally dry utility companies require additional offsite base files to be created
by civil engineer. Field survey work, by others, may be required to allow full
development of base files and designs.
f. Assumes utility companies have adequate capacity to accommodate new services.
g. Assumes that all existing dry utility facilities will be protected in place and any onsite
removals will be complete before our efforts commence.
2. Exclusions:
a. Excludes coordination with utilities for the quitclaim of any existing utility easements.
b. Separate utility relocations or rearrangement to any existing facilities.
c. Separate service extensions, relocations, or revisions to utility connections to
neighboring properties.
d. Service to irrigation, or other facility meter pedestals. If required, separate work
orders can be processed for an additional fee and processed as an addendum if
required.
e. Any other separate design or coordination services related to offsite system
reinforcement work, and/or separate streetlight installation or removal design and/or
coordination.
f. Separate electric service extension work orders are excluded from this proposal. If
the developer or the utility chooses to request these services as separate work
orders, a change order would be required.
g. Offsite upgrades, underground line reinforcements, processing of fault duty letters,
obtaining encroachment permits, and processing EUSERC drawings.
h. Location services, field survey, and base file creation.
i. Iterative dry utility composite changes mentioned above in scope description are
included, excludes significant revisions that result in site changes and redesign
efforts.
j. Preparation of as-builts.
k. Any electrical engineering, private lighting fixture selection, or low voltage system
assessment.
I. Excludes reproduction or printing costs (client to provide printing account).
m. Coordination or design services related to offsite relocations, rearrangements and/or
reinforcements.
n. Processing of quitclaims of any existing easement vacated during project.
12
o. SoCal Gas Relocation(s)/Removal(s).
p. Coordination of any utility overhead to underground conversions.
R. Civil
1. The following is a partial list of the exclusions applicable to the Civil Services:
a. Easements with governing agencies (power, gas, telephone, cable, guy anchors,
overhead utility poles)
b. Traffic Signal Studies/ Plans/ Modifications/ Reports
c. Soils/ Geotechnical consulting
d. Analysis of water and sewer systems serving areas adjacent to the proposed project,
i.e., the preparation of regional or sub -regional analysis is not included.
e. Shoring plans/ Exhibits/ Tie -back documents/ Encroachment Permits
f. CEQA / El applications
g. Off -Site Street Lighting Plans
h. Off -Site Street Improvements
i. Post Construction ALTA Survey
j. Existing Conditions Topographic Survey- assume Dudek is providing survey +
potholing.
k. CASp Certification
I. Environmental Studies/ Hazardous Remediation's
m. Phase 1& 2 Environmental Reports
n. Access and Utility Easements / Quitclaim
o. Off -Site Sanitary Sewer Flow Studies/ Reports
p. Caltrans Coordination & Design Documents
q. Record of Survey
r. Tentative Parcel Map
s. Final Parcel Map (With monumentation)
t. Percel Merger/ LLA
u. Street Right -of -Way Dedication
v. Grease Interceptor Design and Sizing
w. Traffic Control Plans
x. Phasing Plans
y. Off -Site Street Improvements Plans, Utility Extensions, Integration of Public
Transportation
z. Off -Site As -Built Plans
aa. Existing Underground Utility Scanning
bb. Federal Emergency Management Agency (FEMA) - CLOMP and LOMB
13
ADDENDUM TO AGREEMENT
Re: Scope of Services
If the Scope of Services include construction, alteration, demolition, installation,
repair, or maintenance affecting real property or structures or improvements of any kind
appurtenant to real property, the following apply:
1. Prevailing Wage Compliance. If Contracting Party is a contractor
performing public works and maintenance projects, as described in this Section 1.3,
Contracting Party shall comply with applicable Federal, State, and local laws. Contracting
Party is aware of the requirements of California Labor Code Sections 1720, et seq., and
1770, et seq., as well as California Code of Regulations, Title 8, Sections 16000, et seq.,
(collectively, the "Prevailing Wage Laws"), and La Quinta Municipal Code
Section 3.12.040, which require the payment of prevailing wage rates and the
performance of other requirements on "Public works" and "Maintenance" projects. If the
Services are being performed as part of an applicable "Public works" or "Maintenance"
project, as defined by the Prevailing Wage Laws, and if construction work over twenty-
five thousand dollars ($25,000.00) and/or alterations, demolition, repair or maintenance
work over fifteen thousand dollars ($15,000.00) is entered into or extended on or after
January 1, 2015 by this Agreement, Contracting Party agrees to fully comply with such
Prevailing Wage Laws including, but not limited to, requirements related to the
maintenance of payroll records and the employment of apprentices. Pursuant to
California Labor Code Section 1725.5, no contractor or subcontractor may be awarded a
contract for public work on a "Public works" project unless registered with the California
Department of Industrial Relations ("DIR") at the time the contract is awarded. If the
Services are being performed as part 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 the Services available to interested
parties upon request, and shall post copies at Contracting Party's principal place of
business and at the project site, if any. The statutory penalties for failure to pay prevailing
wage or to comply with State wage and hour laws will be enforced. Contracting Party
must forfeit to City TWENTY-FIVE DOLLARS ($25.00) per day for each worker who
works in excess of the minimum working hours when Contracting Party does not pay
overtime. In accordance with the provisions of Labor Code Sections 1810 et seq., eight
(8) hours is the legal working day. Contracting Party also shall comply with State law
requirements to maintain payroll records and shall provide for certified records and
inspection of records as required by California Labor Code Section 1770 et seq., including
Section 1776. In addition to the other indemnities provided under this Agreement,
Contracting Party shall defend (with counsel selected by City), indemnify, and hold City,
Exhibit A
Page 2 of 4
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, and/or any other similar law. Contracting
Party acknowledges and agrees that it shall be independently responsible for reviewing
the applicable laws and regulations and effectuating compliance with such laws.
Contracting Party shall require the same of all subcontractors.
2. Retention. Not Applicable.
3. Utility Relocation. City is responsible for removal, relocation, or protection
of existing main or trunk -line utilities to the extent such utilities were not identified in the
invitation for bids or specifications. City shall reimburse Contracting Party for any costs
incurred in locating, repairing damage not caused by Contracting Party, and removing or
relocating such unidentified utility facilities. Contracting Party shall not be assessed
liquidated damages for delay arising from the removal or relocation of such unidentified
utility facilities.
4. Trenches or Excavations. Pursuant to California Public Contract Code
Section 7104, in the event the work included in this Agreement requires excavations more
than four (4) feet in depth, the following shall apply:
(a) Contracting Party shall promptly, and before the following conditions
are disturbed, notify City, in writing, of any: (1) material that Contracting Party believes
may be material that is hazardous waste, as defined in Section 25117 of the Health and
Safety Code, that is required to be removed to a Class I, Class II, or Class I I I 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
Exhibit A
Page 3 of 4
or by law which pertain to the resolution of disputes and protests between the contracting
Parties.
5. Safety. Contracting Party shall execute and maintain its work so as to avoid
injury or damage to any person or property. In carrying out the Services, Contracting
Party shall at all times be in compliance with all applicable local, state, and federal laws,
rules and regulations, and shall exercise all necessary precautions for the safety of
employees appropriate to the nature of the work and the conditions under which the work
is to be performed. Safety precautions as applicable shall include, but shall not be limited
to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions
in accident prevention for all employees and subcontractors, such as safe walkways,
scaffolds, fall protection ladders, bridges, gang planks, confined space procedures,
trenching and shoring, equipment and other safety devices, equipment and wearing
apparel as are necessary or lawfully required to prevent accidents or injuries; and
(C) adequate facilities for the proper inspection and maintenance of all safety measures.
6. Liquidated Damages. Not Applicable.
Exhibit A
Page 4 of 4
Exhibit B
Schedule of Compensation
With the exception of compensation for Additional Services, provided for in
Section 2.3 of this Agreement, the maximum total compensation to be paid to Contracting
Party under this Agreement is not to exceed Two Hundred Twenty -Two Thousand Eight
Hundred Six Dollars ($222,806) ("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.
Phase I shall be paid as a lump -sum on percentage of completion basis not to
exceed One Hundred Seventy -One Thousand Two Hundred Six Dollars ($171,206) per
attached work schedule.
Retention shall be paid on a time and materials basis not to exceed Fifty -One
Thousand Six Hundred Dollars ($51,600).
Exhibit B
Page 1 of 1
Exhibit C
Schedule of Performance
Contracting Party shall complete all services identified in the Scope of Services,
Exhibit A of this Agreement, in accordance with the Project Schedule, attached hereto
and incorporated herein by this reference.
Exhibit C
Page 1 of 1
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Exhibit D
Special Requirements
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)
Auto Liability Additional Insured
Personal Auto Declaration Page if applicable
Errors and Omissions Liability
$1,000,000 (per claim and aggregate)
Workers' Compensation
(per statutory requirements)
Must include the following endorsements:
Workers Compensation with Waiver of Subrogation
Workers Compensation Declaration of Sole Proprietor if applicable
Cyber Liability
$1,000,000 (per occurrence)
$2,000,000 (general aggregate)
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.
Exhibit E
Page 1 of 6
Contracting Party shall carry automobile liability insurance of $1,000,000 per
accident against all claims for injuries against persons or damages to property arising out
of the use of any automobile by Contracting Party, its officers, any person directly or
indirectly employed by Contracting Party, any subcontractor or agent, or anyone for
whose acts any of them may be liable, arising directly or indirectly out of or related to
Contracting Party's performance under this Agreement. If Contracting Party or
Contracting Party's employees will use personal autos in any way on this project,
Contracting Party shall provide evidence of personal auto liability coverage for each such
person. The term "automobile" includes, but is not limited to, a land motor vehicle, trailer
or semi -trailer designed for travel on public roads. The automobile insurance policy shall
contain a severability of interest clause providing that coverage shall be primary for losses
arising out of Contracting Party's performance hereunder and neither City nor its insurers
shall be required to contribute to such loss.
Professional Liability or Errors and Omissions Insurance as appropriate shall
be written on a policy form coverage specifically designed to protect against acts, errors
or omissions of the Contracting Party and "Covered Professional Services" as designated
in the policy must specifically include work performed under this agreement. The policy
limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must
"pay on behalf of" the insured and must include a provision establishing the insurer's duty
to defend. The policy retroactive date shall be on or before the effective date of this
agreement.
Contracting Party shall carry Workers' Compensation Insurance in
accordance with State Worker's Compensation laws with employer's liability limits no less
than $1,000,000 per accident or disease.
Contracting Party shall procure and maintain Cyber Liability insurance with
limits of $1,000,000 per occurrence/loss which shall include the following coverage:
a. Liability arising from the theft, dissemination and/or use of confidential or
personally identifiable information; including credit monitoring and
regulatory fines arising from such theft, dissemination or use of the
confidential information.
b. Network security liability arising from the unauthorized use of, access to,
or tampering with computer systems.
c. Liability arising from the failure of technology products (software) required
under the contract for Consultant to properly perform the services
intended.
d. Electronic Media Liability arising from personal injury, plagiarism or
misappropriation of ideas, domain name infringement or improper deep -
linking or framing, and infringement or violation of intellectual property
rights.
Exhibit E
Page 2 of 6
e. Liability arising from the failure to render professional services.
If coverage is maintained on a claims -made basis, Contracting Party shall maintain such
coverage for an additional period of three (3) years following termination of the contract.
Contracting Party shall provide written notice to City within ten (10) working
days if: (1) any of the required insurance policies is terminated; (2) the limits of any of the
required polices are reduced; or (3) the deductible or self-insured retention is increased.
In the event any of said policies of insurance are cancelled, Contracting Party shall, prior
to the cancellation date, submit new evidence of insurance in conformance with this
Exhibit to the Contract Officer. The procuring of such insurance or the delivery of policies
or certificates evidencing the same shall not be construed as a limitation of Contracting
Party's obligation to indemnify City, its officers, employees, contractors, subcontractors,
or agents.
E.2 Remedies. In addition to any other remedies City may have if Contracting
Party fails to provide or maintain any insurance policies or policy endorsements to the
extent and within the time herein required, City may, at its sole option:
a. Obtain such insurance and deduct and retain the amount of the
premiums for such insurance from any sums due under this Agreement.
b. Order Contracting Party to stop work under this Agreement and/or
withhold any payment(s) which become due to Contracting Party hereunder until
Contracting Party demonstrates compliance with the requirements hereof.
C. Terminate this Agreement.
Exercise any of the above remedies, however, is an alternative to any other
remedies City may have. The above remedies are not the exclusive remedies for
Contracting Party's failure to maintain or secure appropriate policies or endorsements.
Nothing herein contained shall be construed as limiting in any way the extent to which
Contracting Party may be held responsible for payments of damages to persons or
property resulting from Contracting Party's or its subcontractors' performance of work
under this Agreement.
E.3 General Conditions Pertaining to Provisions of Insurance Coverage by
Contracting Party. Contracting Party and City agree to the following with respect to
insurance provided by Contracting Party:
1. Contracting Party agrees to have its insurer endorse the third party general
liability coverage required herein to include as additional insureds City, its officials,
employees, and agents, using standard ISO endorsement No. CG 2010 with an edition
04/13. Contracting Party also agrees to require all contractors, and subcontractors to do
likewise.
2. No liability insurance coverage provided to comply with this Agreement shall
prohibit Contracting Party, or Contracting Party's employees, or agents, from waiving the
Exhibit E
Page 3 of 6
right of subrogation prior to a loss. Contracting Party agrees to waive subrogation rights
against City regardless of the applicability of any insurance proceeds, and to require all
contractors and subcontractors to do likewise.
3. All insurance coverage and limits provided by Contracting Party and
available or applicable to this Agreement are intended to apply to the full extent of the
policies. Nothing contained in this Agreement or any other agreement relating to City or
its operations limits the application of such insurance coverage.
4. None of the coverages required herein will be in compliance with these
requirements if they include any limiting endorsement of any kind that has not been first
submitted to City and approved of in writing.
5. No liability policy shall contain any provision or definition that would serve
to eliminate so-called "third party action over" claims, including any exclusion for bodily
injury to an employee of the insured or of any contractor or subcontractor.
6. All coverage types and limits required are subject to approval, modification
and additional requirements by the City, as the need arises. Contracting Party shall not
make any reductions in scope of coverage (e.g. elimination of contractual liability or
reduction of discovery period) that may affect City's protection without City's prior written
consent.
7. Proof of compliance with these insurance requirements, consisting of
certificates of insurance evidencing all the coverages required and an additional insured
endorsement to Contracting Party's general liability policy, shall be delivered to City at or
prior to the execution of this Agreement. In the event such proof of any insurance is not
delivered as required, or in the event such insurance is canceled at any time and no
replacement coverage is provided, City has the right, but not the duty, to obtain any
insurance it deems necessary to protect its interests under this or any other agreement
and to pay the premium. Any premium so paid by City shall be charged to and promptly
paid by Contracting Party or deducted from sums due Contracting Party, at City option.
8. It is acknowledged by the parties of this agreement that all insurance
coverage required to be provided by Contracting Party or any subcontractor, is intended
to apply first and on a primary, non-contributing basis in relation to any other insurance
or self-insurance available to City.
9. Contracting Party agrees to ensure that subcontractors, and any other party
involved with the project that is brought onto or involved in the project by Contracting
Party, provide the same minimum insurance coverage required of Contracting Party.
Contracting Party agrees to monitor and review all such coverage and assumes all
responsibility for ensuring that such coverage is provided in conformity with the
requirements of this section. Contracting Party agrees that upon request, all agreements
with subcontractors and others engaged in the project will be submitted to City for review.
10. Contracting Party agrees not to self -insure or to use any self-insured
retentions or deductibles on any portion of the insurance required herein (with the
Exhibit E
Page 4 of 6
exception of professional liability coverage, if required) and further agrees that it will not
allow any contractor, subcontractor, Architect, Engineer or other entity or person in any
way involved in the performance of work on the project contemplated by this agreement
to self -insure its obligations to City. If Contracting Party's existing coverage includes a
deductible or self-insured retention, the deductible or self-insured retention must be
declared to the City. At that time the City shall review options with the Contracting Party,
which may include reduction or elimination of the deductible or self-insured retention,
substitution of other coverage, or other solutions.
11. The City reserves the right at any time during the term of this Agreement to
change the amounts and types of insurance required by giving the Contracting Party
ninety (90) days advance written notice of such change. If such change results in
substantial additional cost to the Contracting Party, the City will negotiate additional
compensation proportional to the increased benefit to City.
12. For purposes of applying insurance coverage only, this Agreement will be
deemed to have been executed immediately upon any party hereto taking any steps that
can be deemed to be in furtherance of or towards performance of this Agreement.
13. Contracting Party acknowledges and agrees that any actual or alleged
failure on the part of City to inform Contracting Party of 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 the agreement is canceled or terminated for
any reason. Termination of this obligation is not effective until City executes a written
statement to that effect.
15. Contracting Party shall provide proof that policies of insurance required
herein expiring during the term of this Agreement have been renewed or replaced with
other policies providing at least the same coverage. Proof that such coverage has been
ordered shall be submitted prior to expiration. A coverage binder or letter from
Contracting Party's insurance agent to this effect is acceptable. A certificate of insurance
and an additional insured endorsement is required in these specifications applicable to
the renewing or new coverage must be provided to City within five (5) days of the
expiration of coverages.
16. The provisions of any workers' compensation or similar act will not limit the
obligations of Contracting Party under this agreement. Contracting Party expressly
agrees not to use any statutory immunity defenses under such laws with respect to City,
its employees, officials, and agents.
17. Requirements of specific coverage features, or limits contained in this
section are not intended as limitations on coverage, limits or other requirements nor as a
waiver of any coverage normally provided by any given policy. Specific reference to a
Exhibit E
Page 5of6
given coverage feature is for purposes of clarification only as it pertains to a given issue
and is not intended by any party or insured to be limiting or all-inclusive.
18. These insurance requirements are intended to be separate and distinct from
any other provision in this Agreement and are intended by the parties here to be
interpreted as such.
19. The requirements in this Exhibit supersede all other sections and provisions
of this Agreement to the extent that any other section or provision conflicts with or impairs
the provisions of this Exhibit.
20. Contracting Party agrees to be responsible for ensuring that no contract
used by any party involved in any way with the project reserves the right to charge City
or Contracting Party for the cost of additional insurance coverage required by this
agreement. Any such provisions are to be deleted with reference to City. It is not the
intent of City to reimburse any third party for the cost of complying with these
requirements. There shall be no recourse against City for payment of premiums or other
amounts with respect thereto.
21. Contracting Party agrees to provide immediate notice to City of any claim
or loss against Contracting Party arising out of the work performed under this agreement.
City assumes no obligation or liability by such notice, but has the right (but not the duty)
to monitor the handling of any such claim or claims if they are likely to involve City.
Exhibit E
Page 6 of 6
Exhibit F
Indemnification
F.1 Indemnitv for the Benefit of Ci
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, and hold harmless City and any and
all of its officials, employees, and ("Indemnified Parties") from and against any and all
claims, losses, liabilities of every kind, nature, and description, damages, injury (including,
without limitation, injury to or death of an employee of Contracting Party or of any
subcontractor), costs and expenses of any kind, whether actual, alleged or threatened,
including, without limitation, incidental and consequential damages, court costs,
attorneys' fees, litigation expenses, and fees of expert consultants or expert witnesses
incurred in connection therewith and costs of investigation, to the extent same are caused
in whole or in part by any negligent or wrongful act, error or omission of Contracting Party,
its officers, agents, employees or subcontractors (or any entity or individual that
Contracting Party shall bear the legal liability thereof) in the performance of professional
services under this agreement. With respect to the design of public improvements, the
Contracting Party shall not be liable for any injuries or property damage resulting from the
reuse of the design at a location other than that specified in Exhibit A without the written
consent of the Contracting Party.
b. Indemnification for Other Than Professional Liability. Other than in the
performance of professional services and to the full extent permitted by law, Contracting
Party shall indemnify, and hold harmless the Indemnified Parties from and against any
liability (including liability for claims, suits, actions, arbitration proceedings, administrative
proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether
actual, alleged or threatened, including, without limitation, incidental and consequential
damages, court costs, attorneys' fees, litigation expenses, and fees of expert consultants
or expert witnesses) incurred in connection therewith and costs of investigation, where
the same arise out of, are a consequence of, or are in any way attributable to, in whole
or in part, the performance of this Agreement by Contracting Party or by any individual or
entity for which Contracting Party is legally liable, including but not limited to officers,
agents, employees, or subcontractors of Contracting Party.
C. Indemnity Provisions for Contracts Related to Construction (Limitation on
Indemnit . 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. Contracting Party shall reimburse City for
reasonable defense costs incurred.
Exhibit F
Page 1 of 2
d. Indemnification Provision for Desian Professionals.
1. Applicability of this Section F.1(d). Notwithstanding Section F.1(a)
hereinabove, the following indemnification provision shall apply to a Contracting Party
who constitutes a "design professional" as the term is defined in paragraph 3 below.
2. Scope of Indemnification. When the law establishes a professional
standard of care for Contracting Party's Services, to the fullest extent permitted by law,
Contracting Party shall indemnify and hold harmless City and any and all of its officials,
employees, and agents ("Indemnified Parties") from and against any and all losses,
liabilities of every kind, nature, and description, damages, injury (including, without
limitation, injury to or death of an employee of Contracting Party or of any subcontractor),
costs and expenses, including, without limitation, incidental and consequential damages,
court costs, reimbursement of attorneys' fees, litigation expenses, and fees of expert
consultants or expert witnesses incurred in connection therewith and costs of
investigation, to the extent same are caused by any negligent or wrongful act, error or
omission of Contracting Party, its officers, agents, employees or subcontractors (or any
entity or individual that Contracting Party shall bear the legal liability thereof) in the
performance of professional services under this agreement. With respect to the design
of public improvements, the Contracting Party shall not be liable for any injuries or
property damage resulting from the reuse of the design at a location other than that
specified in Exhibit A without the written consent of the Contracting Party.
3. Design Professional Defined. As used in this Section F.1(d), the
term "design professional" shall be limited to licensed architects, registered professional
engineers, licensed professional land surveyors and landscape architects, all as defined
under current law, and as may be amended from time to time by Civil Code § 2782.8.
F.2 Obligation to Secure Indemnification Provisions. Contracting Party agrees
to obtain executed indemnity agreements with provisions identical to those set forth
herein this Exhibit F, as applicable to the Contracting Party, from each and every
subcontractor or any other person or entity involved by, for, with or on behalf of
Contracting Party in the performance of this Agreement. In the event Contracting Party
fails to obtain such indemnity obligations from others as required herein, Contracting
Party agrees to be fully responsible according to the terms of this Exhibit. Failure of City
to monitor compliance with these requirements imposes no additional obligations on City
and will in no way act as a waiver of any rights hereunder. This obligation to indemnify
and defend City as set forth in this Agreement are binding on the successors, assigns or
heirs of Contracting Party and shall survive the termination of this Agreement.
Exhibit F
Page 2 of 2
City of La Qu i nta CONSENT CALENDAR ITEM NO.7
CITY COUNCIL MEETING: August 6, 2024
STAFF REPORT
AGENDA TITLE APPROVE AGREEMENT FOR CONTRACT SERVICES WITH RY+AO
FOR DESIGN SERVICES FOR MAINTENANCE AND OPERATION YARD PROJECT
NO. 2018-05
RECOMMENDATION
Approve agreement for contract services with RY+AO for Phase 1 Master Planning
Design Services for the Maintenance and Operation Yard Project No. 2018-05; and
authorize the City Manager to execute the agreement.
EXECUTIVE SUMMARY
• On May 21, 2019, Council approved an agreement with Gillis and Panichapan
Architects, Inc (GPA) to complete a facilities assessment to quantify the magnitude
and cost of reconfiguring the existing 2.8 -acre site for the City's Maintenance and
Operations Yard (Project). A site plan exhibit map is included as Attachment 1.
In March 2024, staff solicited proposals to update the assessment and prepare a
master plan (phase 1), prepare preliminary design services (phase 2), and final
design services (phase 3). The City received two (2) proposals in April 2024.
• Staff recommends approving an Agreement for Contract Services (Agreement)
with RY+AO for Phase 1 (Attachment 2).
FISCAL IMPACT
Budget for the Project was allocated in fiscal years 2019/20, 2023/24, and 2024/25
Capital Improvement Program (CIP) in the amount of $1,591,013, which includes
$1,311,013 in Measure G funding and $280,000 in Maintenance and Facilities DIF. The
following is the Project budget:
Project Budget*
Professional $
190,000
Master Planning/Design $
1,084,073
Contingency $
316,940
TOTAL: $
1,591,013
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*Staff will return to Council with a complete project budget that will include construction
costs and request additional appropriations once the master plans and estimates have
been completed.
Total Project costs are currently estimated at $1,084,073 for Phases 1, 2, and 3. Total
cost for Phase 1 only under the proposed Agreement with RY+AO is not to exceed
$222,806.
BACKGROUND/ANALYSIS
The Maintenance and Operation Yard shares a 10 -acre site with Fire Station #32, a
former fire station, and Fritz Burns Park. The park contains a swimming pool, playground,
restrooms, six tennis courts, eight pickle ball courts, a skate park, a dog park, and off-
street parking.
In May 2019, GPA was hired to complete a facilities assessment to quantify the magnitude
and cost of reconfiguring the existing 2.8 -acre site for the City's Maintenance and
Operations Yard (Attachment 3). CPA's work includes planning and programming (space
planning) for the administrative offices and crew quarters, along with related storage
facilities. GPA considered the City's Maintenance Yard Master Plan prepared in 2008 and
the Facility Needs Assessment prepared in 2018 as part of the La Quinta Academy work.
After Staff reviewed the assessment and estimate in March 2020, it was determined that
the project should be placed on hold for future reassessment due to cost.
On March 26, 2024, a Request for Proposals (RFP) was posted on the City website to
provide Professional Planning and Design Services. Two (2) responses were received on
April 25, 2024. The RFP listed three phases:
Phase 1: Perform appropriate engineering -related field surveys and prepare the
base map; update the Maintenance and Operations Yard Master Plan and Facility
Needs Assessment; perform the Planning and Programming Step for the proposed
Maintenance Office and Crew Quarters and any amendments to the exterior
storage facilities; and present findings to Council for direction.
• Phase 2: Prepare preliminary plans and cost estimates for the proposed site layout
based on the selected Master Plan Needs Assessment option.
• Phase 3: Prepare final plans, specifications, and cost estimates from the
preliminary plans.
Staff recommends approving an Agreement with RY+AO for Phase 1 of the Project. When
Phase 1 work is accepted, the City will have the option to continue services with RY+AO.
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ALTERNATIVES
Staff does not recommend an alternative.
Prepared by: Ubaldo Ayon, Assistant Construction Manager
Approved by: Bryan McKinney, P.E., Public Works Director/City Engineer
Attachments: 1. Site Plan
2. Agreement for Contract Services with RY+AO
3. Needs Assessment
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Site Plan Exhibit ATTACHMENT 1
Existing
Total Acreage
10 acres
(Not to Scale)
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