Ray Lopez/Artwork 05PROFESSIONAL SERVICES
AGREEMENT
THIS AGREEMENT FOR PROFESSIONAL SERVICES (the "Agreement"), is made and entered
into by and between the CITY OF LA QUINTA, (the "City"), a California municipal corporation,
and Ray Lopez, (the "Consultant"). The parties hereto agree as follows:
1.0 SERVICES OF Consultant
A. Scope of Services. In compliance with all terms and conditions of this Agreement, the
Consultant shall provide those services related to the design modifications to the artwork on the
northwest corner of Washington Street and Hwy. 111 (Point Happy) and the entry way to the
La Quinta Senior Center (Senior Center) , as specified in the "Scope of Work" attached hereto
as Exhibit "A" and incorporated herein by this reference (the "services" or "work"). Consultant
agrees that all services will be performed in a competent, professional and satisfactory manner in
accordance with the standards prevalent in the industry for such services.
B. Consultant's Proposal. The Scope of Work shall include the Consultant's proposal or
bid, if any, which shall be incorporated herein by this reference as though fully set forth herein.
In the event of any inconsistency between the terms of such proposal and this Agreement, the
terms of this Agreement shall govern.
C. Compliance with Law. All services rendered hereunder shall be provided in
accordance with all ordinances, resolutions, statutes, rules, regulations and laws of THE CITY
OF LA QUINTA and any Federal, State or local governmental agency of competent jurisdiction.
D. Licenses, Permits, Fees and Assessments. Consultant 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. Consultant shall have the sole obligation to pay for any
fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law
and arise from or are necessary for the performance of the services required by this Agreement.
E. Familiarity with Work. By executing this Agreement, Consultant represents that (a) it
has investigated and considered the work to be performed, (b) it has investigated the site of the
work and acquainted itself with the conditions there existing, (c) it has carefully considered how
the work should be performed, and (d) it understands the facilities, difficulties and restrictions
attending performance of the work under this Agreement. Should the Consultant discover any
latent or unknown conditions materially differing from those inherent in the work or as
represented by THE CITY, it shall immediately inform THE CITY of such fact and shall not
proceed except at Consultant's risk until written instructions are received from the Contract
Officer (as defined in 5.B hereof) .
F. Care of Work. The Consultant shall adopt reasonable methods during the life of the
Agreement to furnish continuous protection to the work, and the equipment, materials, papers and
other components thereof to prevent losses or damages, and shall be responsible for all such
damages, to persons or property, until acceptance of the work by THE CITY, except such losses
or damages as may be caused by THE CITY's own negligence. The performance of services by
Consultant shall not relieve Consultant from any obligation to correct any incomplete, inaccurate
or defective work at no further cost to THE CITY, when such inaccuracies are due to the
negligence of Consultant.
G. Additional Services. In accordance with the terms and conditions of this Agreement,
the Consultant shall perform services in addition to those specified in the Scope of Work
(Exhibit "A") and the Project Schedule, attached as Exhibit " B " hereto and incorporated herein by
reference, when directed to do so by the Contract Officer, provided that Consultant shall not be
required to perform any additional services without compensation.
2.0 DELIVERABLES.
A. Generally. Consultant shall be responsible for preparation of Instruments of Service
or deliverables as specified in the List of Deliverables (Exhibit "C"), attached hereto and herein
incorporated by reference. All written deliverables shall be in an 8.5 inch by 11.0 inch camera
ready reproducible format, printed on one side only, and on a 3.5" disk in Microsoft Word
format. All graphic material shall be as specified in Exhibit "C" or as directed by the City.
B. Meetings. The meetings corresponding to services for this contract are set forth in the
Lists of Meetings, attached as Exhibit "D" and herein incorporated by reference. The List of
Meetings may be amended by mutual consent of the CITY' S CONTRACT OFFICER , and
Consultant.
C. Monthly Progress Reports. Consultant shall submit to THE CITY a written monthly
progress report attached to the request for payment. These reports are considered a deliverable
and, as such, a condition of this Agreement.
Each progress report shall include, at a minimum, the following:
• For each Task, a brief statement of the work performed since the last monthly
progress report;
• For each Task, a comparison of actual accomplishments to established objectives,
milestones and/or deadlines;
• Identification of reason(s) for "slippage" or "delay" if deadlines were not met or
for failure to meet objectives or milestones.
• Discussion of any issues that may have arisen or are expected to arise, problems
encountered, changes in personnel, etc., that could affect or are affecting the work.
• Discussion of any proposed changes in or amendments to the Scope of Work,
attached hereto and herein incorporated by reference, and any delays or deviations
from the Project Schedule, attached as Exhibit " B " hereto and incorporated herein
by reference.
• Work planned for the next reporting period and anticipated accomplishments.
Each monthly progress report shall be updated to reflect an entire calendar month and
subsequently submitted as a required attachment to any request for payment submitted by
Consultant. Receipt and approval of monthly progress reports by THE CITY is mandatory prior
to any issuance of payment to Consultant.
D. Quarterly Update. THE CITY may require that Consultant update the Project
Schedule on a quarterly basis, dependent upon the nature and number of extensions that may have
been previously approved. These updates are considered a deliverable and, as such, a condition of
this Agreement.
3.0 COMPENSATION.
A. Agreement Sum. For services rendered pursuant to this Agreement, THE CITY shall
pay to Consultant an amount not to exceed $4,950 (Four thousand, nine hundred fifty dollars)
in accordance with the "Project Budget ", dated, and attached as Exhibits "E" .
B. Maximum Amount of Allowable Costs. The "Project Budget " attached as Exhibit
"E", states the maximum allowable costs ("total costs" as shown in the last column) for each of
the tasks identified in the "Scope of Work" Exhibit "A" and supplements thereto, all of which are
attached and incorporated herein by reference.
C. Payment to Consultant. Payment shall be made to Consultant only. It shall be the
responsibility of Consultant to pay all Consultants, subConsultants and/or vendors for purchased
goods or services.
D. Payment in Arrears. Payment to Consultant shall be made in arrears, not more
frequently than once every month, except that advance payments may be made for expenses
related to - "Workshops" when circumstances dictate and when approved by THE CITY.
E. Total of Invoices. The total of all invoices for tasks submitted by Consultant shall not
exceed the amount set forth in the AGREEMENT SUM above.
F. Actual Costs. Reimbursement for the services of Consultant shall be based upon actual
expenses incurred.
G. Method of Payment.
1). Consultant shall prepare a checklist of milestones (Project Milestones for Progress
Payments, Exhibit "F"), such as meetings (List of Meetings attached as Exhibit "D"), and/or
deliverables (List of Deliverables attached as Exhibit "C") or other readily identifiable
achievements, together with the percent of work represented by that milestone, deliverable, and/or
achievement of the total work to be completed to fulfill the terms and conditions of this
Agreement. A corresponding entry for each milestone, deliverable, and/or achievement shall be
included in the Project Schedule, attached as Exhibit " B " and incorporated herein by reference.
Subsequent to THE CITY' S approval of this checklist, payment up to and including ninety percent
(90 %) of the maximum allowable cost for each task shall be made to Consultant in accordance
with the checklist. By way of example, for a month in which Consultant prepares and submits to
THE CITY a draft report which is identified on the checklist as representing thirty percent (30 %)
of the total work to complete that Task, Consultant may request payment in the amount of thirty
percent (30 %) of the maximum allowable cost for that task. THE CITY shall make payment to
Consultant for all such requests for payment up to but not exceeding an amount greater than ninety
percent (90 %) of the maximum allowable cost for that task. Aforementioned Project Milestones
for Progress Payments as approved by THE CITY is attached as Exhibit "F" an incorporated
herein by reference.
2) . THE CITY shall withhold and retain ten percent (10 %) of the maximum allowable
cost for each of the aforementioned tasks. Upon completion of work in accordance with the terms
and conditions of this Agreement and the Project Milestones for Progress Payments as approved
by THE CITY and attached as Exhibit " F " and herein incorporated by reference, THE CITY shall
release an amount up to but not exceeding this remainder ten percent (10 %) as a lump sum
payment to Consultant, upon receipt, review and approval of the design modifications to the
artwork on the northwest corner of Washington Street and Hwy. 111 (Point Happy) and the
entry to the La Quinta Senior Center. Consultant's obligations under the terms of this
AGREEMENT shall be deemed discharged upon issuance of the final monthly payment.
3). Payment of Reimbursable. Reimbursable expenses shall be paid in full with every
invoice.
In no event shall Consultant be reimbursed for any expense related to the purchase and/or
consumption of any alcoholic beverage.
H. Responsibilities of Consultant. In any month for which Consultant is entitled to
payment, Consultant shall submit to THE CITY' S Contract Officer a written request for payment
that conforms to the following:
• Submitted by or on the tenth day of the following month;
• Submitted in a format prescribed by THE CITY.
• Submitted together with a monthly progress report.
• Submitted together with supporting documentation (bids, receipts, canceled checks,
invoices, etc.) or in a format approved by the City.
I. Responsibilities of THE CITY. THE CITY'S Contract Officer shall review all requests
for payment to determine whether services performed and deliverable(s) submitted are consistent
with this Agreement. Upon approval by the Contract Officer, payment to Consultant shall be
made as promptly as fiscal procedures permit, generally within 30 days.
J. Disputes. In the event of a disputed or contested request for payment, only that portion
so disputed or contested shall be withheld from payment and the undisputed portion shall be paid.
Consultant's failure to provide legible receipts shall be grounds for non -reimbursement of related
charges. THE CITY shall notify Consultant in writing of the basis of the dispute or contest.
K. Records. THE CITY shall have the right to review all books and records kept by
Consultant and any sub -Consultants in connection with the operation and services performed under
this Agreement. THE CITY shall withhold payment for any expenditure not substantiated by
Consultant's or sub -Consultants' books or records. Consultant shall ensure that such books and
records are retained for a period of three (3) years after satisfaction of the terms of this Agreement
and that THE CITY shall have reasonable access to said books and records.
L. Task Budget Amendments; Obligation of Consultant. It shall be the responsibility of
Consultant to notify THE CITY that there is a need to consider shifting funds from task to task in
order to increase or decrease the maximum allowable cost. Notice shall be given to THE CITY
within a reasonable amount of time of discovering the need for revision such that THE CITY may
duly consider the need and subsequent impacts upon the work to be completed and the Project
Schedule.
4.0 PERFORMANCE SCHEDULE
A. Schedule of Service: Consultant will perform services as expeditiously as is consistent
with professional skill and care and the orderly progress of the project.
B. Schedule of Performance. All services rendered pursuant to this Agreement shall be
performed diligently and within the time period established in the "Schedule of Performance" (also
referred herein as the "Project Schedule") attached hereto as Exhibit "B" and incorporated herein
by this reference. Extensions and amendments to the time period specified in the Schedule of
Performance may be approved in writing by the Contract Officer.
C. Force Majeure. The time period specified in the Schedule of Performance (also
referred herein as the Project Schedule) attached hereto as Exhibit "B" 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 the Consultant,
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 the Consultant shall within ten (10) days
of the commencement of such delay notify the Contracting Officer in writing of the causes of the
delay. The Contracting Officer shall ascertain the facts and the extent of delay, and extend the
time for performing the services for the period of the forced delay when and if in his judgment
such delay is justified, and the Contracting Officer's determination shall be final and conclusive
upon the parties to this Agreement.
D. Term. Unless earlier terminated in accordance with Section 8.1-1 of this Agreement,
this Agreement shall continue in full force and effect until completion of the services, except as
otherwise provided in the Schedule of Performance (Project Schedule) attached hereto as
Exhibit "B".
5.0 COORDINATION OF WORK
A. Representative of Consultant. The following principals of Consultant are hereby
designated as being the principals and representatives of Consultant authorized to act in its behalf
with respect to the work specified herein and make all decisions in connection therewith:
1. Ray Lopez Associates
Landscape Architecture
P.O. Box 12885
Palm Desert, CA 92255
760-772-3123
It is expressly understood that the experience, knowledge, capability and reputation of the
foregoing principals were a substantial inducement for THE CITY to enter into this Agreement.
Therefore, the foregoing principals shall be responsible during the term of this Agreement for
directing all activities of Consultant and devoting sufficient time to personally supervise the
services hereunder. The foregoing principals may not be changed by Consultant and no other
personnel may be assigned to perform the service required hereunder without the express written
approval of THE CITY.
B. Contract Officer. The Contract Officer shall be the City Manager or his designee of
THE CITY. It shall be the Consultant's responsibility to assure that the Contract Officer is kept
informed of the progress of the performance of the services and the Consultant shall refer any
decisions which must be made by THE CITY to the Contract Officer. Unless otherwise specified
herein, any approval of THE CITY required hereunder shall mean the approval of the Contract
Officer.
C. Prohibition Against Subcontracting or Assignment. The experience, knowledge,
capability and reputation of Consultant, its principals and employees were a substantial
inducement for THE CITY to enter into this Agreement. Therefore, Consultant shall not contract
with any other entity (other than those included in the Scope of Services) to perform in whole or in
part the services required hereunder without the express written approval of THE CITY. In
addition, neither this Agreement nor any interest herein may be assigned or transferred,
voluntarily or by operation of law, without the prior written approval of THE CITY.
D. Independent Consultant. Neither THE CITY nor any of its employees shall have any
control over the manner, mode or means by which Consultant, its agents or employees, perform
the services required herein, except as otherwise set forth. Consultant shall perform all services
required herein as an independent Consultant of THE CITY and shall remain at all times as to
THE CITY a wholly independent Consultant with only such obligations as are consistent with that
role. Consultant shall not at any time or in any manner represent that it or any of its agents or
employees are agents or employees of THE CITY.
E. THE CITY Cooperation. THE CITY shall provide Consultant with any plans,
publications, reports, statistics, records or other data or information pertinent to services to be
performed which are reasonably available to THE CITY. THE CITY shall additionally provide
Consultant staff assistance and shall take prompt and appropriate action when it will assist in
ensuring timely performance by Consultant hereunder.
F. Risk of Loss. Upon receipt of the Notice of Completion, the risk of loss or damage to
the Artwork shall be borne by the City. The Consultant shall take such measures as are
necessary to protect the Artwork from loss or damage, through insurance or other adequate
security, and to maintain the Artwork until the Notice of Completion is made by the City.
6.0 INSURANCE, INDEMNIFICATION AND BONDS.
A. Insurance. The Consultant shall procure and maintain, at its cost, and submit
concurrently with its execution of this Agreement, public liability and property damage insurance
against all claims for injuries against persons or damages to property resulting from Consultant's
negligent or wrongful acts or omissions, to the extent of the Consultant's negligence or
wrongfulness, rising out of or related to Consultant's performance under this Agreement.
Consultant shall also carry Workers' Compensation Insurance in accordance with State Workers'
Compensation laws and professional errors and omissions liability insurance. Such insurance shall
be kept in effect during the term of this Agreement and shall not be cancelable without thirty (30)
days' written notice of proposed cancellation to THE CITY. The insurance policy shall contain a
severability of interest clause providing that the coverage shall be primary for losses arising out of
Consultant's performance hereunder and neither THE CITY nor its insurers shall be required to
contribute to any such loss. A certificate evidencing the foregoing and naming THE CITY and its
officers and employees as additional insureds as to the Consultant's liability hereunder shall be
delivered to and approved by THE CITY prior to commencement of the services hereunder. The
procuring of such insurance or the delivery of policies or certificates evidencing the same shall not
be construed as a limitation of Consultant's obligation to indemnify THE CITY, its Consultants or
employees. The amount of insurance required hereunder shall be determined by the Contract Sum
in accordance with the following table:
Contract Sum Coverage (personal injury/property damage)
Less than $50,000 $100,000 per individual; $300,000 per occurrence;
$600,000 in the aggregate
$501000 - $300,000 $250,000 per individual; $500,000 per occurrence
Over $300,000 $500,000 per individual; $1,000,000 per occurrence
B. Indemnification. The Consultant shall defend, indemnify and hold harmless THE
CITY, its officers, employees, representatives and agents, from and against any and all actions,
suits, proceedings, claims, demands, losses, costs, and expenses, including legal costs and
attorneys' fees, for injury to or death of person(s), for damage to property (including property
owned by THE CITY) and for errors and omissions committed by Consultant, its officers,
employees and agents, arising directly or indirectly out of or related to Consultant's negligent or
wrongful performance and to the extent of the Consultant's negligent or wrongful performance
under this Agreement, except to the extent of such loss as may be caused by THE CITY's own
negligence or wrongfulness or that of its officers or employees.
C. Performance Bond. (Not Applicable to this Agreement).
D. Payment Bond. (Not Applicable to this Agreement).
E. Remedies. In addition to any other remedies THE CITY may have, if Consultant fails
to provide or maintain any insurance policies or policy endorsements to the extent and within the
time herein required, at its sole option:
1) . Order the Consultant to stop work under this Agreement and/or withhold any
payment(s) which become due to Consultant hereunder until Consultant demonstrates compliance
with the requirements hereof.
2). Terminate this Agreement.
Exercise of any of the above remedies, however, is an alternative to any other remedies
THE CITY may have and are not the exclusive remedies for Consultant's failure to maintain or
secure appropriate policies or endorsements. Nothing herein contained shall be construed as
limiting in any way the extent to which Consultant may be held responsible for payments of
damages to persons or property resulting from Consultant's or its subConsultants' performance of
work under this Agreement.
7.0 RECORDS AND REPORTS.
A. Reports. Consultant shall periodically prepare and submit to the Contract Officer such
reports concerning the performance of the services required by this Agreement as the Contract
Officer shall require.
B. Records. Consultant shall keep such books and records as shall be necessary to
perform the services required by this Agreement and enable the Contract Officer to evaluate the
cost and the performance of such services. Books and records pertaining to costs shall be kept
and prepared in accordance with generally accepted accounting principles. The Contract Officer
shall have full and free access to such books and records at all reasonable times, including the
right to inspect, copy, audit and make records and transcripts from such records.
C. Ownership of Documents. Originals of all drawings, specifications, reports, records,
documents and other materials, whether in hard copy or electronic form, which are prepared by
Consultant, its employees, subConsultants and agents in the performance of this Agreement, shall
be the property of THE CITY and shall be delivered to THE CITY upon the termination of this
Agreement or upon the earlier request of the Contract Officer, and Consultant shall have no claim
for further employment or additional compensation as a result of the exercise by THE CITY of its
full rights of ownership of the documents and materials hereunder.
Consultant may retain copies of such documents for its own use. Consultant shall have an
unrestricted right to use the concepts embodied herein. Consultant shall cause all sub -Consultants
to assign to THE CITY any documents or materials prepared by them, and in the event Consultant
fails to secure such assignment, Consultant shall indemnify THE CITY for all damages suffered
thereby.
D. Release of Documents. The drawings, specifications, reports, records, documents and
other materials prepared by Consultant in the performance of services under this Agreement shall
not be released publicly without the prior written approval of the Contract Officer or as required
by law, or if Consultant must use in defense of a claim. Consultant shall not disclose to any other
private entity or person any information regarding the activities of THE CITY, except as required
by law or as authorized by THE CITY.
8.0 ENFORCEMENT OF AGREEMENT.
A. California Law. This Agreement shall be construed and interpreted both as to validity
and to performance of the parties in accordance with the laws of the State of California. Legal
actions concerning any dispute, claim or matter arising out of or in relation to this Agreement
shall be instituted in the Superior Court of the County of Riverside, State of California, or any
other appropriate court in such county, and Consultant covenants and agrees to submit to the
personal jurisdiction of such court in the event of such action.
B. 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 therefor. The
injured party shall continue performing its obligations hereunder so long as the injuring party
commences to cure such default within ten (10) days of service of such notice and completes the
cure of such default within forty-five (45) days after service of the notice, or such longer period as
may be permitted by the Contract Officer; provided that if the default is an immediate danger to
the health, safety and general welfare, THE CITY may take such immediate action as THE 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 THE CITY's right to terminate this Agreement without
cause pursuant to Section 8.11.
C . Retention of Funds. THE CITY may withhold from any monies payable to Consultant
sufficient funds to compensate THE CITY for any losses, costs, liabilities or damages it
reasonably believes were suffered by THE CITY due to the default of Consultant in the
performance of the services required by this Agreement.
D. Waiver. No delay or omission in the exercise of any right or remedy of a
nondefaulting party on any default shall impair such right or remedy or be construed as a waiver.
THE CITY's consent or approval of any act by Consultant requiring THE CITY's consent or
approval shall not be deemed to waive or render unnecessary THE CITY's consent to or approval
of any subsequent act of Consultant. Any waiver by either party of any default must be in writing
and shall not be a waiver of any other default concerning the same or any other provision of this
Agreement.
E. 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.
F. 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 injunctive relief, or to obtain
any other remedy consistent with the purposes of this Agreement.
G. LIQUIDATED DAMAGES. (Not Applicable to this Agreement).
H. Termination Prior To Expiration Of Term. This Section shall govern any termination
of this Agreement, except as specifically provided in the following Section 8.I for termination for
cause. THE CITY reserves the right to terminate this Agreement at any time, with or without
cause, upon thirty (30) days written notice to Consultant. Upon receipt of any notice of
termination, Consultant shall immediately cease all services hereunder except such as may be
specifically approved by the Contract Officer. Consultant shall be entitled to compensation for all
services rendered prior to receipt of the notice of termination and for any services authorized by
the Contract Officer thereafter in accordance with the Project Budget (Exhibit "E") or such as may
be approved by the Contract Officer, except as provided in 8.C.
I. Termination For Default Of Consultant. If termination is due to the failure of the
Consultant to fulfill its obligations under this Agreement, THE CITY may, after compliance with
the provisions of 8.B, take over the work and prosecute the same to completion by contract or
otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the
services required hereunder exceeds the compensation herein stipulated (provided that THE
CITY shall use reasonable efforts to mitigate such damages), and THE CITY may withhold any
payments to the Consultant for the purpose of set off or partial payment of the amounts owed THE
CITY as previously stated in B.C.
J. Attorneys' Fees. If either party commences an action against the other parry arising out
of or in connection with this Agreement, the prevailing party shall be entitled to recover
reasonable attorneys' fees and costs of suit from the losing party.
9.0 CITY OFFICERS AND EMPLOYEES; NON-DISCRIMINATION.
A. Non-liabilityof f City Officers and Employees. No officer or employee of THE CITY
shall be personally liable to the Consultant, or any successor in interest, in the event of any default
or breach by THE CITY or for any amount which may become due to the Consultant or to its
successor, or for breach of any obligation of the terms of this Agreement.
B. Conflict of Interest. No officer or employee of THE CITY shall have any personal
interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in
any decision relating to the Agreement which effects his personal interest or the interest of any
corporation, partnership or association in which he is, directly or indirectly, interested, in
violation of any State statute or regulation. The Consultant warrants that it has not paid or given
and will not pay or give any third party any money or other consideration for obtaining this
Agreement.
C. Covenant against Discrimination. Consultant covenants that, by and for itself, its
heirs, executors, assigns, and all persons claiming under or through them, that there shall be no
discrimination against or segregation of, any person or group of persons on account of race, color,
creed, religion, sex, marital status, national origin or ancestry in the performance of this
Agreement. Consultant shall take affirmative action to insure that applicants are employed and
that employees are treated during employment without regard to their race, color, creed, religion,
sex, marital status, national origin or ancestry.
10.0 MISCELLANEOUS PROVISIONS
A. Notice. Any notice, demand, request, consent, approval, communication either party
desires or is required to give to 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 I.O.A.
To City: CITY OF LA QUINTA
78-495 Calle Tampico
La Quinta, California 92253
Attention: City Manager
To Consultant: Ray Lopez Associates
Landscape Architecture
P.O. Box 12885
Palm Desert, CA 92255
760-772-3123
B. Integrated Agreement. This Agreement contains all of the agreements of the parties
and all previous understandings, negotiations and agreements are integrated into and superseded
by this Agreement.
C. Amendment. This Agreement may be amended at any time by the mutual consent of
the parties by an instrument in writing signed by both parties.
D. Severability. In the event that any one or more of the phrases, sentences, clauses,
paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by
a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability
shall not effect any of the remaining 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.
E. Authority. The persons executing this Agreement on behalf of the parties hereto
warrant that they are duly authorized to execute this Agreement on behalf of said parties and that
by so executing this Agreement the parties hereto are formally bound to the provisions of this
Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below.
Government
Dated: (o - Q - o 5
ATTEST:
JU . GREEK, City t erk
APPROVED O RM:
r Yr
. AT ERINE JENS , City Attorney
CITY OF LA QUINTA,
a California Charter and Municipal
By:
THOMAS P. GENOVESE,
City Manager
"CITY"
By: GAJ
Name: �-�'C��►`� %
Title: C�1JtJ'�� v�7 C—
Dated:
"Consultant"
EXHIBITS
"A" Scope of Services
"B" Project Schedule
"C" List of Deliverables
"D" List of Meetings
"E" Project Budget
"F" Project Milestones for Progress Payments
EXHIBIT "A"
SCOPE OF SERVICES
I. SCOPE OF WORK
1. Consultant shall furnish all labor, engineering, material, tools, equipment, etc.,
required to provide design modifications to the Artwork in accordance with the quality level
approved by the City, along with all governing agency requirements and code criteria.
2. Consultant is responsible for submitting all required documents relating to the
Artwork design to appropriate government agencies so that building plan check and all required
permits may be obtained in a timely manner as deemed appropriate.
3. Consultant shall immediately notify the City in writing of any cost impact or
schedule impact whether increase or decrease, resulting from any modifications to the design.
Any redesign fees or any other costs incurred by the City due to Consultant's negligence or failure
to keep the City informed of scope variances in a timely manner shall be charged to the
Consultant.
II. GENERAL ITEMS OF INCLUSION:
As a further clarification to the plans and specifications, the work shall include but not
necessarily be limited to the following:
None at this time.
III. SPECIFIC ITEMS OF INCLUSION
1. The landscape design modifications to the Point Happy sculpture located on the
northwest corner of Washington Street and Hwy. 111. Modifications are to
include but not limited to:
Re -landscaping design to showcase, the bronze sculpture
Incorporating existing fountain and hardscape including boulders
May include upgrading the lighting system to better illuminate the
sculpture
The landscape design modification to the "Solitude" art piece located at the Senior
Center. Modifications are to include but not limited to:
S:\Community Services\Art In Public Places\Agreements\Professional Service Agreement -Point Happy
and Solitude.doc
Re -landscaping design to showcase the bronze sculpture
Incorporating existing hardscape if possible
Lighting to illuminate the sculpture
Reuse or relocation of Sego Palms and other existing landscaping
items if possible
Consultant will submit two concepts for landscape modification for the Point Happy art
piece for Cultural Arts Commission review and final City Council approval.
S:\Community Services\Art In Public Places\Agreements\Prof essional Service Agreement -Point Happy
and Solitude.doc
Design Development
EXHIBIT "B"
PROJECT SCHEDULE
6 weeks
Construction Plans and Specifications 6 weeks
S:\Community Services\Art In Public Places\Agreements\Professional Service Agreement -Point Happy
and Solitude.doc
EXHIBIT "C"
LIST OF DELIVERABLES
Note: All written material will be in Microsoft Word. All construction documents will be in
AutoCad 2000 format. The recommended maintenance plan for the Artwork is required as
well as all maintenance requirements for the lighting systems. A schematic of the lighting
system shall be provided. All data, information, materials and work produced including
final camera ready text, maps and graphics including all digital files will become the sole
property of the City of La Quinta.
S:\Community Services\Art In Public Places\Agreements\Professional Service Agreement -Point Happy
and Solitude.doc
EXHIBIT "D"
LIST OF MEETINGS
• Attend one Cultural Arts Commission meeting (Held the second Thursday of each
month)
• Attend up to two City Council meetings (Held the first and third Tuesdays of each
month)
Meetings with City staff as required
S:\Community Services\Art In Public Places\Agreements\Professional Service Agreement -Point Happy
and Solitude.doc
EXHIBIT "E"
PROJECT BUDGET
The total cost of the Artwork design modifications is $4,950
S:\Community Services\Art In Public Places\Agreements\Professional Service Agreement -Point Happy
and Solitude.doc
EXHIBIT "F"
PROJECT MILESTONE FOR PROGRESS PAYMENT
First payment due upon execution of the Professional Services Agreement
Twenty five percent $19237.50
Second payment due upon the presentation to the Cultural Arts Commission
Twenty five percent $1, 237.50
Third payment due upon the acceptance of the concept by the City Council
Twenty five percent $19237.50
Final payment due acceptance by the City as completed
Twenty five percent 1 237.50
Total
$4,950
S:\Community Services\Art In Public Places\Agreements\Professional Service Agreement -Point Happy
and Solitude.doc
EXHIBIT G
NOTICE OF COMPLETION FOR WORK
Piece of Artwork: DESIGN MODIFICATIONS TO THE ART PIECE LOCATED ON THE
SOUTHEAST CORNER OF WASHINGTON STREET AND HWY. 111
WHEREAS, by that certain Professional Services Agreement dated May 2005
("Agreement"), THE CITY OF LA QUINTA, a California municipal corporation (the "City")
contracted with RAY LOPEZ to provide certain modifications to the art piece located on the
northwest corner of Washington Street and Hwy. 111 and at the Senior Center (as defined in
the Agreement); and,
WHEREAS, as referenced in the Agreement, the City shall furnish the Consultant with a
Notice of Completion upon completion of the design modifications to the Artwork; and,
WHEREAS, such certificate shall be conclusive determination of satisfactory completion of
the modification of the Artwork, as required by the Agreement, has been satisfactorily completed.
NOW, THEREFORE, the parties hereto certify as follows:
1. As provided in the Agreement, the City does hereby certify that the design
modifications to the Artwork have been fully performed and completed. Any executory
obligations pursuant to the Agreement, which are hereby incorporated herein by reference, shall
remain enforceable according to their terms.
2. Final Acceptance by the City of the design modifications to the Artwork will occur at
the filing of the Notice of Completion. At that time, the ownership and responsibility for the
Artwork will rest with the City of La Quinta with the exception that the Consultant will replace
the "gem" contained in the artwork any time at no additional expense to the City within five years
of the filing of Notice of Completion should the "gem" discolor, crack or in any manner become
unsightly based upon a determination of the City.
3. Nothing contained in this instrument shall modify in any other way any executory
portions of the Agreement.
IN WITNESS WHEREOF, the City has executed this certificate this day
of , 2003.
CITY OF LA QUINTA, a California
municipal corporation
by:
S:\Community Services\Art In Public Places\Agreements\Professional Service Agreement -Point Happy
and Solitude.doc
AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT
THIS AMENDMENT NO. I TO Professional Services Agreement (this "Amendment
No. 1") is entered into this 19th day of July, 2005 by and among THE CITY OF LA QUINTA, a
California municipal corporation (the "City"), a California municipal corporation, and Ray
Lopez, (the "Consultant").
RECITALS
WHEREAS, the City has approved improvements to be made to the Point Happy and
Solitude art pieces ("Art Work");
WHEREAS, in order to comply with Chapter 2.65 of the City Municipal Code,
Consultant entered into that certain Professional Services Agreement, dated April 19, 2005
("Original Agreement"), whereby it commissioned Consultant to produce plans and
specifications for improvements to the art work;
WHEREAS, pursuant to the Original Agreement, the City would like to amend the
Original Agreement to reflect the Consultant performing construction and installation of the
improvements;
WHEREAS, the Consultant agrees to an amount not to exceed $22,500 for construction
and installation of the improvements which will include a one year maintenance agreement;
WHEREAS, the parties hereto now desire to execute this Amendment No. 1, effective
immediately upon execution by both parties, to formally recognize the modification of the
Original Agreement with respect to the construction and installation of the art work
improvements.
NOW, THEREFORE, in consideration of the above recitals and for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
AMENDMENT
1. The Original Agreement is hereby amended to include construction and
installation of improvements to the art work..
2. The Original Agreement is hereby amended to include:
The Consultant shall maintain the Artwork improvements
in a manner that causes the Artwork to remain in good condition
and to the reasonable satisfaction of the City for one year. The
maintenance shall be subject to any applicable standards set out in
the City's Municipal Code.
3. The Original Agreement is further amended to add the following provision:
The Consultant shall procure and maintain, at its cost, and
submit within thirty days of the execution of Amendment No. 1,
commercial liability insurance against all claims for injuries
against persons or damages to property resulting from Consultant's
acts or omissions related to Consultant's performance under this
Amendment No. 1. The insurance policy shall be primary for
losses arising out of Consultant's performance hereunder and
neither the City nor its insurers shall be required to contribute to
-any such loss. A certificate evidencing the foregoing and naming
the City and its officers and employees as additional insured shall
be delivered to and approved by the City prior to commencement
of the services hereunder. The amount of insurance required
hereunder shall be as follows. The Coverage for personal
injury/property damage shall be $100,000 per individual; $300,000
per occurrence. The Consultant shall also 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 the Consultant, its officers, any directly
or indirectly employed by the Consultant, any subcontractor, and
agents or anyone for whose acts any of them may be liable, arising
directly or indirectly out of or related to Consultant's performance
under this Amendment No. 1. 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 be primary for losses arising out of Consultant's
performance hereunder and neither the City nor its insurers shall be
required to contribute to such loss. A certificate evidencing the
foregoing and naming the City and its officers and employees as
additional insured shall be delivered to and approved by the City
prior to commencement of the services hereunder.
Consultant shall also carry Workers' Compensation Insurance in
accordance with and to the extent required by State Workers'
Compensation laws.
All insurance required by the Section shall be kept in effect during
the term of this Amendment No. 1 and shall not be cancelable
without thirty (30) days written notice of proposed cancellation to
City. The procuring of such insurance or the delivery of policies
or certificates evidencing the same shall not be construed as a
limitation of Consultant's obligation to indemnify the City, its
officers, employees, contractors, subcontractors or agents.
4. Consultant hereby agrees to indemnify, defend and hold City and its officials,
officers, employees, and representatives (collectively, the "Indemnitees") harmless from and
against all claims, obligations, expenses, liabilities, and costs (including but not limited to
attorneys' fees) (collectively, the "Claims") for property damage or bodily injury or death of any
person or persons arising from Consultant's performance of its construction and installation of
improvements except to the extent any such claim is caused by the active negligence or willful
misconduct of Indemnitees.
5. The person executing this Amendment No. 1 on behalf of each party warrants that
he/she is duly authorized to execute and deliver this Amendment No. 1 on behalf of the
respective party for which he/she signs, and that by so executing this Amendment No. 1, such
party is bound by the provisions of this Amendment No. 1.
6. In the event any action brought between the parties hereto relating to this
Amendment No. 1 or the breach thereof, the prevailing party in such action shall be entitled to
recover from any other party reasonable expenses, attorneys' fees and costs in connection with
such action or proceeding.
7. If any term, provision, covenant, or condition of this Amendment No. I is held to
be invalid, void, or otherwise unenforceable to any extent by any court of competent jurisdiction,
the remainder of this Amendment No. I shall not be affected thereby, and each term, provision,
covenant, or condition of this Amendment No. I shall be valid and enforceable to the fullest
extent permitted by law.
8. This Amendment No. I constitutes the entire agreement between the parties
pertaining to the subject matter hereof, and all prior and contemporaneous agreements,
representations, negotiations and understandings of the parties, whether oral or written, are
hereby superseded and merged herein.
9. This Amendment No. 1 may be executed in two or more counterparts, each of
which together shall constitute one and the same document. Unless otherwise defined herein,
terms used herein shall have the meanings ascribed thereto in the Original Agreement.
10. The City reserves the right to terminate this Amendment No. 1 at any time, with
or without cause, upon thirty (30) days written notice to Consultant. In the event of termination,
the Original Agreement shall remain in full force and effect as it existed prior to this
modification. If the City exercises its right of termination pursuant to this paragraph, Consultant
agrees to return the Artwork, at its sole cost and expense. The Artwork shall be returned in at
least as good of a condition as the Artwork is in as of the date of this Amendment No. 1.
11. Except as specifically expressed herein, all other terms, conditions and provisions
of the Original Agreement shall remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
representatives to execute this Amendment No. 1 on the dates set forth below.
"Consultant "
Ray Lo ez lisociates
By:
Its:
Date:
"City"
City of La Quinta, a California municipal
corporation
B ,-- X
�y-:
Its: _
Date:
APPROVE S TO ORM:
By:
M. Katherine Jenson,4rity Attorney
ATTEST:
June S. Greek, City Jerk