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Interactive Design Corp/Centre Pointe Housing 10a PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT FOR CONTRACT SERVICES (the "Agreement") is made and entered into by and between the LA QUINTA REDEVELOPMENT AGENCY, ("Agency"), and INTERACTIVE DESIGN CORPORATION ("Consultant"). The parties hereto agree as follows: 1.0 SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide those services related to Site Study for a 9.45 acre housing parcel at Centre Pointe, La Quinta, as specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference (the "services" or "work"). Consultant warrants 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. 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 La Quinta Redevelopment Agency and any Federal, State or local governmental agency of competent jurisdiction. 1.3 Licenses Permits. Fees and Assessments. Except as otherwise specified herein, Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by 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. 1.4 Familiarity with Work. By executing this Agreement, Consultant warrants that (a) it has thoroughly investigated and considered the work to be performed, (b) it has investigated the site of the work and fully acquainted itself with the conditions there existing, (c) it has carefully considered how the work should be performed, and (d) it fully understands the facilities, difficulties and restrictions attending performance of the work under this Agreement. Should Consultant discover any latent or unknown conditions materially differing from those inherent in the work or as represented by Agency, Consultant shall immediately inform Agency of such fact and shall not proceed except at Consultant's risk until written instructions are received from the Contract Officer (as defined in Section 4.2 hereof). 1.5 Care of Work and Standard of Work. a. Care of Work. Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work performed by Consultant, and the equipment, materials, papers and other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by Agency, except such losses or damages as may be caused by Agency'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 Agency, when such inaccuracies are due to the negligence of Consultant. b. Standard of Work. Consultant acknowledges and understands that the services and work contracted for under this Agreement require specialized skills and abilities and that, consistent with this understanding, Consultant's services and work will be held to a heightened standard of quality and workmanship. Consistent with Section 1.4 hereinabove, Consultant represents to Agency that it holds the necessary skills and abilities to satisfy the heightened standard of work as set forth in this Agreement. 1.6 Additional Services. In accordance with the terms and conditions of this Agreement, Consultant shall perform services in addition to those specified in the Scope of Services when directed to do so by the Contract Officer, provided that Consultant shall not be required to perform any additional services without compensation. Any addition in compensation not exceeding five percent (5%) of the Contract Sum may be approved by the Contract Officer. Any greater increase must be approved by the Agency Board. 1.7 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"). In the event of a conflict between the provisions of the Special Requirements and any other provisions of this Agreement, the provisions of the Special Requirements shall govern. 2.0 COMPENSATION 2.1 Contract Sum. For the services rendered pursuant to this Agreement, Consultant shall be compensated in accordance with Exhibit "B" (the "Schedule of Compensation") in a total amount not to exceed Twenty-three Thousand Dollars ($23,000) (the "Contract Sum"), except as provided in Section 1.6. 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 Consultant's rate schedule, but not exceeding the Contract Sum, or such other methods as may be specified in the Schedule of Compensation. 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. 2- 2.2 Method of Payment. Any month in which Consultant wishes to receive payment, Consultant shall submit to Agency no later than the tenth (10th) working day of such month, in the form approved by Agency'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 Consultant specifying that the payment requested is for work performed in accordance with the terms of this Agreement. Agency will pay Consultant for all expenses stated thereon which are approved by Agency pursuant to this Agreement no later than thirty (30) days after invoices are received by the Agency's Finance Department. 3.0 PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. All services rendered pursuant to this Agreement shall be performed diligently and within the time period established in Exhibit "C" (the "Schedule of Performance"). Extensions to the time period specified in the Schedule of Performance may be approved in writing by the Contract Officer. 3.3 Force Maieure. The time period specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of 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 Agency, and unusually severe weather, if Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the forced delay when and if in his or her judgment such delay is justified, and the Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. 3.4 Term. The term of this agreement shall commence on July 7, 2010 and terminate on July 7, 2011 (initial term). This agreement may be extended for six additional month(s) upon mutual agreement by both parties (extended term). Unless earlier terminated in accordance with Sections 7.7 or 7.8 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. -3- 4.0 COORDINATION OF WORK 4.1 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: a. Reuel Young It is expressly understood that the experience, knowledge, capability, and reputation of the foregoing principals were a substantial inducement for Agency 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 Agency. 4.2 Contract Officer. The Contract Officer shall be Douglas R. Evans, or such other person as may be designated by the Agency Executive Director. It shall be Consultant's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and Consultant shall refer any decisions, which must be made by Agency Executive Director to the Contract Officer. Unless otherwise specified herein, any approval of Agency Executive Director required hereunder shall mean the approval of the'Contract Officer. 4.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for Agency to enter into this Agreement. Except as set forth in this Agreement, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of Agency. 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 Agency. 4.4 Independent Contractor. Neither Agency 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 contractor of Agency and shall remain at all times as to Agency a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of Agency. -4- 4.5 Agency Cooperation. Agency shall provide Consultant with any plans, publications, reports, statistics, records or other data or information pertinent to services to be performed hereunder which are reasonably available to Consultant only from or through action by Agency. 5.0 INSURANCE AND INDEMNIFICATION. 5.1 Insurance. Prior to the beginning of and throughout the duration of the Work performed under this Agreement, Consultant shall procure and maintain, at its cost, and submit concurrently with its execution of this Agreement, personal and public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Consultant's acts or omissions rising out of or related to Consultant's performance under this Agreement. The insurance policy shall contain a severability of interest clause providing that the coverage shall be primary for losses arising out of Consultant's performance hereunder and neither Agency nor its insurers shall be required to contribute to any such loss. A certificate evidencing the foregoing and naming Agency and its officers and employees as additional insured (on the general liability policy only) shall be delivered to and approved by Agency prior to commencement of the services hereunder. 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) Commercial Auto Liability (at least as broad as ISO CA 0001) $1,000,000 (per accident) Errors and Omissions Liability $1,000,000 (per claim and aggregate) Workers' Compensation (per statutory requirements) Consultant shall carry automobile liability insurance of $1,000,000 per accident against all claims for injuries against persons or damages to property arising out of the use of any automobile by Consultant, its officers, any person directly or indirectly employed by Consultant, any subcontractor or agent, or anyone for whose acts any of them may be liable, arising directly or indirectly out of or related to Consultant's performance under this Agreement. If Consultant or Consultant's employees will use personal autos in any way on this project, Consultant shall provide evidence of personal auto liability coverage for each such person. The term "automobile" includes, but is not limited to, a land motor vehicle, trailer or semi -trailer designed for travel on public roads. -5- The automobile insurance policy shall contain a severability of interest clause providing that coverage shall be primary for losses arising out of Consultant's performance hereunder and neither Agency nor its insurers shall be required to contribute to such loss. A certificate evidencing the foregoing and naming Agency and its officers and employees as additional insured shall be delivered to and approved by Agency prior to commencement of the services hereunder. 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 consultant 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. Consultant 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. All insurance required by this Section shall be kept in effect during the term of this Agreement and shall not be cancelable without thirty (30) days written notice to Agency of proposed cancellation. 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 Agency, its officers, employees, contractors, subcontractors, or agents. 5.2 Indemnification. a). Indemnification for Professional Liabilitv. When the law establishes a professional standard of care for Consultant's Services, to the fullest extent permitted by law, Consultant shall indemnify, protect, defend and hold harmless City and any and all of its officials, employees and agents ("Indemnified Parties') from and against any and all claims, losses, liabilities of every kind, nature and description, damages, injury (including, without limitation, injury to or death of an employee of Consultant or subconsultants), 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 cause in whole or in part by any negligent or wrongful act, error or omission of Consultant, its officers, agents, employees or subconsultants (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of professional services under this agreement. b). Indemnification for Other Than Professional Liabilitv. Other than in the performance of professional services and to the full extent permitted by law, Consultant shall indemnify, defend and hold harmless Agency, and any and all of its employees, officials and agents 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 Consultant or by any individual or entity for which Consultant is legally liable, including but not limited to officers, agents, employees or subconsultants of Consultant. c). Standard Indemnification Provisions. Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth herein this section from each and every subconsultant or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this agreement. In the event Consultant fails to obtain such indemnity obligations from others as required herein, Consultant agrees to be fully responsible according to the terms of this section. Failure of Agency to monitor compliance with these requirements imposes no additional obligations on Agency and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend Agency as set forth herein is binding on the successors, assigns or heirs of Consultant and shall survive the termination of this agreement or this section. d). Scope of Indemnification. To the fullest extent permitted by law, Consultant shall indemnify, defend, and hold harmless Agency and Agency's agents, officers, officials, employees, representatives, and departments ("Indemnified Parties") from and against any and all claims, losses, liabilities of every kind, nature and description, damages, injury (including, without limitation, injury to or death of an employee of Consultant or subconsultants), 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, that arise out of, pertain to, or relate to, directly or indirectly, in whole or in part, the negligence, recklessness, or willful misconduct of Consultant, any subconsultant, anyone directly or indirectly employed by them or anyone that they control. 5.3 Remedies. In addition to any other remedies Agency may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, Agency 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. -7- b. Order Consultant to stop work under this Agreement and/or withhold any payment(s) which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. C. Terminate this Agreement. Exercise of any of the above remedies, however, is an alternative to any other remedies Agency may have. The above remedies are not the exclusive remedies for Consultant's failure to maintain or secure appropriate policies or endorsements. Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractors' performance of work under this Agreement. 6.0 RECORDS AND REPORTS. 6.1 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning Consultant's performance of the services required by this Agreement as the Contract Officer shall require. 6.2 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 principals. 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. 6.3 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, subcontractors and agents in the performance of this Agreement, shall be the property of Agency and shall be delivered to Agency upon 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 Agency of its full rights of ownership of the documents and materials hereunder. Consultant shall cause all subcontractors to assign to Agency any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify Agency for all damages suffered thereby. In the event Agency or any person, firm or corporation authorized by Agency reuses said documents and materials without written verification or adaptation by Consultant for the specific purpose intended and causes to be made or makes any changes or alterations in said documents and materials, Agency hereby releases, discharges, and exonerates Consultant from liability resulting from said change. The - 8 - provisions of this clause shall survive the completion of this Contract and shall thereafter remain in full force and effect. 6.4 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. Consultant shall not disclose to any other entity or person any information regarding the activities of Agency, except as required by law or as authorized by Agency. 7.0 ENFORCEMENT OF AGREEMENT. 7.1 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. 7.2 Disputes. In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefore. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10) days of service of such notice and completes the cure of such default within forty-five (45) days after service of the notice, or such longer period as may be permitted by the Contract Officer; provided that if the default is an immediate danger to the health, safety and general welfare, Agency may take such immediate action as Agency 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 Agency's right to terminate this Agreement without cause pursuant to Section 7.7. 7.3 Retention of Funds. Agency may withhold from any monies payable to Consultant sufficient funds to compensate Agency for any losses, costs, liabilities, or damages it reasonably believes were suffered by Agency due to the default of Consultant in the performance of the services required by this Agreement. 7.4 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. Agency's consent or approval of any act by Consultant requiring Agency's consent or approval shall not be deemed to waive or render unnecessary Agency'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. 9- 7.5 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. 7.8 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. 7.7 Termination Prior To Expiration Of Term. This section shall govern any termination of this Agreement, except as specifically provided in the following Section 7.8 for termination for cause. Agency 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 Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. 7.8 Termination for Default of Consultant. If termination is due to the failure of Consultant to fulfill its obligations under this Agreement, Agency may, after compliance with the provisions of Section 7.2, take over work and prosecute the same to completion by contract or otherwise, and 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 Agency shall use reasonable efforts to mitigate such damages), and Agency may withhold any payments to Consultant for the purpose of setoff or partial payment of the amounts owed Agency as previously stated in Section 7.3. 7.9 Attorneys' Fees. If either party commences an action against the other party 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. 8.0 AGENCY OFFICERS AND EMPLOYEES; NONDISCRIMINATION. 8.1 Non -liability of Agency Officers and Employees. No officer or employee of Agency shall be personally liable to Consultant, or any successor in interest, in the event or any default or breach by Agency or for any amount which may become due to Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. -10- 8.2 Conflict of Interest. No officer or employee of Agency 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 affects his or her personal interest or the interest of any corporation, partnership or association in which she or he is, directly or indirectly, interested, in violation of any State statute or regulation. Consultant warrants that it has not paid or given and will not pay or give any third party any money or general consideration for obtaining this Agreement. 8.3 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. 9.0 MISCELLANEOUS PROVISIONS 9.1 Notice. Any notice, demand, request, consent, approval, 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 Agency: LA QUINTA REDEVELOPMENT AGENCY Attention: Thomas P. Genovese Executive Director 78-495 Calle Tampico P.O. Box 1504 La Quinta, California 92247-1504 To Consultant: INTERACTIVE DESIGN CORP. Attn: Reuel Young CEO 199 S. Civic Drive, Suite 10 Palm Springs, CA 92262 9.2 Integrated Agreement. This Agreement contains all of the agreements of the parties and all previous understanding, negotiations and agreements are integrated into and superseded by this Agreement. 9.3 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. 9.4 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 affect 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. 9.5 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. LA QUINTA REDEVELOPMENT AGENCY Thomas P. Genovese, Executive Director Veronica; J: Mo ecino, CMC ,Agency Secretary APPROVED AP T9 FORM: 4 1 X't t erine Jenson, A ncy Counsel Date CONSULTANT: INTERACTIVE DESIGN CORPORATION By: Name: R515L, Dumt;l Date: 21 JUL.10 1z- Exhibit A Scope of Services IDC No. 1009 Centre Pointe Affordable Housing, La Quints NTERACTIVEDESIGNC0RP0RAT10N 99SouthCivicDriveSuite10,PaImSprings,CA92262 AGREEMENT FOR ARCHITECTURAL SERVICES Centre Pointe La Quinta Affordable Housing IDC #1009 INTERACTIVE DESIGN CORPORATION (the Architect), a California Corporation, and the Redevelopment Agency of City of La Quinta, CA, (the Client) agree as follows: I CONTRACT INFORMATION 1.1 Date of Agreement: July 6, 2010 1.2 Agreement between The Client Redevelopment Agency of the City of La Quinta 78-495 Calle Tampico La Quinta, CA 92253 T: 760.777.7125 The Architect Interactive Design Corporation 199 South Civic Dr. Suite 10 Palm Springs, California 92262 Tel: 760.323.4990 Fax: 760.322.5308 Email: mailainteractivedesigncorp.com 1.3 For services related to Site and architecture design services 1.4 Client's designated representative: Doug Evans, Assistant City Manager 1.5 Architect's designated representative: Reuel Young 1.6 Project Name: Centre Pointe Affordable Housing, La Quinta, CA 1.7 Project Description: Multi -family apartment complex in La Quinta, CA 11 PROJECT DESCRIPTION 2.1 PROJECT PARAMETERS A. Site: The vacant site is approximately 9 acres in size. It is bordered on the north by a city park, on the east by single family homes, on the south by vacant land which is owned by Eisenhower, to the west by a parking lot for the recently -constructed Eisenhower Medical Facility. The parcel is part of the Centre Pointe Specific Plan. B. Proposed Use: Affordable multi -family development. C. Program: The development will consist of affordable multi -family apartments. 13 1. The unit mix will be developed based upon current demand at similar projects in the area. The building types may include one-story courtyards, two-story courtyards and townhouses, and perhaps three-story buildings with townhouses and flats. The total unit count is initially estimated to range between 90 — 120 units depending on the density and building mass acceptable to the Agency. 2. The RDA of La Quinta has defined "livability and sustainability" as important design objectives. The initial design effort will be devoted to establishing the appropriate balance between unit count and livability. 3. The architectural character will probably be "contemporary desert" compatible with the recently -constructed Eisenhower medical office building, but also acknowledging the recent buildings to the north (Homewood Suites, Applebee's and two-story condominiums). D. Process: Ultimately the Project will be entitled under an amended Specific Plan. 1. However, the services provided under this Agreement are focused on developing a comprehensive plan that will balance the needs for livability, affordability and sustainability, and will be an aesthetic asset to the community. The effort under this Agreement will be to develop a Schematic Design which may include site plan, site sections, building massing, and architectural vocabulary. 2. Special studies have already been performed for the existing Specific Plan, and the proposed use will be less intensive in terms of service demands and environmental impacts than the original modeling. 3. The primary contacts for interfacing with the Agency will be Doug Evans, Assistant City Manager — Development Services, and Les Johnson, Planning Director, each of which will provide assistance in development standards and Agency expectations and concerns. 4. The program, unit mix, functional and operational requirements will be directed by the Coachella Valley Housing Coalition (CVHC): John Mealey, Executive Director, and John Aguilar, Director of Development. 5. Discretionary approvals will be required for an amendment to the Specific Plan, all architectural design, landscape architectural design and preliminary engineering. Ultimately, the La Quinta Architectural Review Committee, (ARC), the Planning Commission (PC), and the City Council (CC) will review and approve the Project. However, these services are not part of this Agreement. III ARCHITECT'S SERVICES AND RESPONSIBILITIES 3.1 DESIGN SERVICES The Architect shall provide the following Services: A. Research: 1. Study and examine the Project site in relationship to its environment, research code requirements and restrictions, review previous development proposals, designs, site plans and the Centre Pointe Specific Plan. 2. Prepare such documents and drawings for the Architect's internal use as are in the Architect's judgment appropriate and economically justified. B. Pre -Design Programming: 1. Review the program for the Project with the Client, the Agency staff and the developer (CVHC) to determine the profile of the overall project. Investigate, with approval from the Client and the developer, potential impacts that future developments on the Eisenhower parcel may have on the design of the Project. Determine the appropriate types of units and buildings, and most desirable unit mix and organization of the site. Review possible programmatic alternatives for the existing park. C. Conceptual Design Phase: 1. Prepare Conceptual Plans to illustrate alternative development patterns for the Project. Illustrate circulation and access alternatives, and what building configurations are possible. Determine the building types and the probable number of each type. Determine probable unit count and mix. 2. Based upon direction from the Agency staff and CVHC, develop the preferred conceptual site plan into a schematic dimensioned site plan showing internal streets, site sections, building footprints and massing, and generally communicate graphically the character of the neighborhood. 3. Study the scale and relationships of the components within the Project each to the other and to the neighborhood as a whole. Analyze site issues that may influence the design of the projects such as views, adjacent land uses, privacy, road -to -building relationships, building -to -building relationships, and outdoor social spaces. Collaborate with the Client -retained civil engineer to determine grading and drainage alternatives. 4. Prepare Drawings and other exhibits considered appropriate by the Architect to convey the overall site design, building massing and architectural character. 5. Review the Conceptual Design documents with the Agency staff, and CVHC, and obtain Client's approval prior to proceeding to the next Phase. D. Schematic Design Phase: 1. From the approved Conceptual Design documents, prepare the Schematic Design documents consisting of drawings and other documents that fix and describe the character and scale of the Project for in-house presentation to the Redevelopment Agency Board of the City of La Quinta. 2. Review the exhibits with the Client, Agency staff and developer to affirm that the exhibits will "tell the story" for the proposed development in enough detail and richness that the Agency staff and developer will be confident about gaining non -binding approval by the RDA Board for RDA staff to proceed toward land acquisition discussions and negotiations. 3.2 OUTCOME A. The positive outcome of this effort will be a shared agreement that the proposed Schematic Design is consistent with the quality and density appropriate for such a project in La Quinta and a project framework (site organization, building types and massing, unit mix and type, and architectural vocabulary) that will serve as the substantive basis for discussions, analysis and critique by Agency staff, CVHC, and Agency consultants. The Schematic Plan will inevitably be revised and modified by the process of review and analysis by the developer and Agency staffs, as well as by input from the public, so the documents prepared are not intended to be the final design: changes to the site design, the size, configuration and architectural character may be suggested during the process, and incorporated into the design before the project is submitted for formal entitlement and design review. B. Method: The Architect will work collaboratively with consultants hired directly by the Agency, CVHC and Agency Staff. The architect will review the conceptual design with the Building Code official to confirm mutual understanding of Code requirements. 3.3 CONSULTANTS A. Included under this Agreement, the Architect will not retain any consultants 3.4 ADDITIONAL SERVICES At the express request of the Client, the Architect will provide any of the following additional services at the Architect's hourly fee rates or such fixed fees as may be mutually agreed upon: A. Prepare artist's renderings, 3D CAD models, videos and/or physical models for presentations. B. Assist the Client in any reasonable and appropriate manner in challenging or appealing decisions of any governmental or quasi -governmental entity with jurisdiction over the Project. C. Consult with or assist any of Client's other consultants. D. Make revisions to instruments of service previously prepared by the Architect where such revisions are inconsistent with prior Client approval or due to substantial changes in or untimely decisions concerning the Project; necessitated by amendments to or changes in the interpretation of the laws and regulations applicable to the Project; or the result of untimely decisions by others or of site conditions of which the Architect was not informed. E. Prepare to serve or serve as a consultant or witness for or on behalf of the Client in any litigation, public hearing or other legal or administrative proceeding involving the Project. F. Provide any other architectural or other design consultant services to which the Architect and the Client may mutually agree. 3.5 EXCLUDED SERVICES The other provisions of this Agreement notwithstanding, in no event will the Architect be responsible for services which it has not expressly agreed to undertake in writing; and in particular and without limitation, the Architect: A. Will not provide Specific Plan amendment or Change of Zone services, or other Entitlement services. B. Will not provide any soils engineering or other geotechnical services whatsoever, or otherwise have any liability or responsibility for the Project's soils, subterranean water and/or subsurface conditions. C. Will not provide any hazardous waste or toxic substances engineering or other such services, or otherwise have any liability or responsibility concerning compliance with any federal or state environmental or pollution laws, nor investigate any product for environmental or pollution hazards not identified in the product manufacturer's published literature. D. Will not verify or otherwise be responsible for the accuracy or completeness of data and/or design work provided to the Architect by the Client, other design professionals (other than the Architect's own subconsultants), or other reasonably reliable sources. E. Will not provide professional cost estimating services. F. Will not provide utility contact and coordination. IV CLIENT'S RESPONSIBILITIES 4.1 The Client shall make all reasonable efforts to cooperate with the Architect, including but not limited to the following: A. Providing the Architect with legal descriptions, deeds depicting the true and accurate conditions of the property, including any existing or potential easements or dedications, and such other documents as are needed to determine legal restrictions on the property, including but not limited to Community Associations Guidelines and CC&R's. B. Providing the Architect with appropriate title reports, geotechnical report(s), boundary survey and a topographic map of the Project site (if available). C. Retaining experienced and licensed consultants required to complete the project, but not included under this agreement. Such consultants may include Civil Engineering, Entitlement and Environmental Assessment, special studies, cost estimating, marketing and financing. D. Responding to the Architect's questions and requests for approval within a reasonable time, and providing the Architect with reasonable access to the Project site. E. Allowing display of the Architect's job sign in compliance with MC Section 9.160.070 throughout the course of the construction, and the inclusion of representations and photographs of and non -confidential information about the Project in the Architect's promotional efforts and materials. F. Retaining and compensating such design consultants as the Architect and the Client determine are reasonably necessary for the Project. G. Compensating the Architect pursuant to the terms and conditions of this Agreement. Authorization from Client to proceed to next stage and/or payment of invoices signifies aesthetic approval of work completed and obligates Client to appropriate fees. V COMPENSATION The Client will compensate the Architect for all services rendered and costs incurred concerning the Project as set forth below. 5.1 FEES The Architect shall be compensated for Design Services identified in this Agreement on an hourly basis: 1. Research Hourly: NTX $1,500 2. Pre -Design Programming Hourly: NTX $2,000 3. Conceptual Design Hourly: NTX $8,500 4. Schematic Design Hourly: NTX $5,000 5. Meetings Hourly: $3,000 (estimate) 5.2 ARCHITECT'S INSURANCE Architect shall maintain the following insurance: 1. Professional liability insurance in the amount of $1,000,000 per occurrence/$2,000,000 aggregate with a deductible not to exceed $50,000 from the date of this Agreement until thirty-six (36) months after Final Completion. 2. Workers' compensation insurance and employer's liability insurance in the maximum statutory liability amount, naming Client as an additional insured. 3. Commercial general liability insurance in the amount of $1,000,000 per occurrence/$2,000,000 aggregate naming the Client as an additional insured. Said policy(s) shall include contractual liability coverage, business papers coverage and automobile liability covering all owned, hired and non -owned vehicles. 4. Each policy described above shall provide that insurance may not be cancelled or non -renewed without thirty (30) days notice to Client. 5.3 ADDITIONAL SERVICES Any additional services will be compensated pursuant to the Architect's hourly fee schedule, or on a lump sum basis as may be mutually agreed. 5.4 HOURLY FEE SCHEDULE A. The Architect's current hourly fee schedule is as follows: Principal Architect $165 Senior Architect/Project Manager $140 Project Manager/CAD $105 Drafter $75 Administrative $55 5.5 FEE ADJUSTMENTS Lump sum fees will be equitably adjusted if the scope and/or difficulty of the Architect's performance is substantially increased by changes in the Project's scope or scheduling or by conditions neither foreseen nor reasonably foreseeable by the Architect at the time that the fee was determined, or if the Project is placed on hold for more than three (3) months or extended for reasons beyond the Architect's control for more than twelve (12) months. The Architect's hourly fee schedule is adjusted periodically in light of market and economic conditions and thus can change over the course of the Project; and hourly rate services are billed at the rate current at the time of performance. Overtime costs necessitated by the Client's express request for expedited service will be billed without markup. 5.6 DIRECT EXPENSES The Architect will be reimbursed for direct expenses at one point fifteen (1.15) for handling, including but not limited to, the costs of blueprinting, CAD plotting, other printing, photo work, postage and handling charges, telephone, facsimiles, mileage at 35 cents per mile (outside of the Coachella Valley) transportation and lodging as approved by Client. Direct Expenses for this Project are estimated at $2,500. 5.7 INVOICING The Client will be provided with monthly invoices for services rendered and costs advanced. Each invoice shall be due and payable upon receipt, and delinquent thirty (30) days after the invoice date. In the event of delinquency, the Architect may suspend or terminate this Agreement and its related obligations with no liability for so doing, and in addition, service charges will be assessed from the invoice date at 1.5% per month or at the highest rate permitted by California law, whichever is lower, with payments applied first to accrued interest. In light of the obvious advantage of resolving questions and disputes regarding the Architect's billing quickly and while recollections are fresh, the Client will notify the Architect of any questions or dissatisfaction regarding any particular invoice within fifteen (15) days of the invoice date; and if the Client fails to give the Architect such notice, then the Client will have waived its right to dispute the accuracy and appropriateness of the invoice and the invoice will be binding upon the Client. VI GENERAL CONDITIONS 6.1 WARRANTY The Architect warrants that all of the services provided by and on its behalf pursuant to this Agreement will be performed with reasonable care, skill and diligence in accordance with generally and currently accepted design professional principles and practices. This warranty is in lieu of all other warranties, either express or implied. In particular, and without limitation, the Architect will use its best professional judgment in interpreting and applying the requirements of all laws applicable to the Project, but compliance with these laws as others may eventually interpret them cannot be guaranteed. In no event will the Architect guarantee cost estimates or Projections, or prognostications as to future events; and it is understood that when used in conjunction with the providing of services pursuant to this Agreement, such terms as "certify", "warrant", "verify", "confirm", "insure", "ensure", "assure", or the like do not constitute a guarantee, but rather a representation based on the Architect's professional opinion or judgment. 6.2 COOPERATION The Architect and the Client shall strive to maintain a good working relationship throughout the duration of the Project; and because of the importance of a good working relationship, either party may terminate this Agreement by giving written notice to the other, provided only that such notice is given in the good faith belief that the working relationship is less than satisfactory. In the event that this Agreement is for any reason terminated, the Client shall compensate the Architect for only the reasonable value of whatever professional time and reimbursable expenses the Architect has devoted up to the time of the termination or must necessarily devote to the Project thereafter due to governmental requirements or otherwise necessary and reasonable to bring the Project to a close. 6.3 OTHER CONSULTANTS The Architect will coordinate the services provided pursuant to this Agreement with those services provided by the Client's other consultants; but the Architect will have no legal liability for any professional errors or omissions committed by these Consultants. 6.4 LEGAL RESPONSIBILITY The Architect will be legally liable for only the architectural services provided pursuant to this Agreement, and not otherwise. The Architect will not be legally liable for the providing of, or the failure to provide, legal, accounting, financial analysis, soils or geotechnical engineering or hazardous waste or toxic substance engineering services. Further, and without limitation, the Architect will not be responsible for delays beyond its reasonable control, for inaccurate information provided to it by the Client or other reasonably reliable sources, for site conditions of which it was not informed, for hazardous materials or toxic substances at the Project site, for the specification of products or equipment for purposes consistent with the manufacturer's published literature, for the Client's materials and equipment decisions, for implementing the Client's lawful decisions, for the timeliness or quality of any contractor performance, or for the actions or inaction of any governmental or quasi -governmental agencies. 6.5 RISK ALLOCATION In light of the disparity between Architect's fee and the potential liability for problems or alleged problems with the Project, and of the Architect's limited ability to affect the risks inherent in the Project, the Client will release and indemnify the Architect and its affiliated entities and individuals to the fullest extent allowed by law, even in situations involving actual alleged "active negligence" or "design defects", concerning any liability and/or loss related to the Project; provided, however, that this indemnification shall not apply to any indemnities sole negligence or willful misconduct. Further, in any event, the Client agrees to limit the total aggregate liability of the Architect and its affiliated entities and individuals concerning or relating to the Project on any and all legal and equitable theories and concerning any and all kinds of causes of loss to the m of $25,000 or the amount of the Architect's fee, whichever is greater. 6.6 THE ARCHITECT'S INSTRUMENTS OF SERVICE All sketches, drawings and other documents prepared by and on behalf of the Architect pursuant to this Agreement shall, as instruments of service, remain the Architect's property with all common law, statutory and other reserved rights including copyrights reserved; but upon payment of the related fees and costs, and for so long as the Agreement remains in force prior to its completion, the Client shall have a nonexclusive license to use the Instruments of Service for the purposes of constructing and maintaining the Project. It is expressly agreed that because information stored in electronic form can be modified by others, intentionally or otherwise, without notice or indication of said modification, and in any event will deteriorate over time, the Architect reserves the right to retain possession of all information contained in any electronic medium in read-only format, and to remove all indicia of its involvement from any information contained in an electronic medium. The instruments of service shall not be used by Client on other Projects, or for the completion of the Project by others, except by written agreement with the Architect including provisions for appropriate compensation. The foregoing notwithstanding, the Architect shall refrain from the use of the Project's overall design on other Projects without the Client's express written approval. 6.7 DISPUTE RESOLUTION No lawsuit or other formal legal action of any kind may be commenced by either the Architect or the Client against the other regarding any dispute which may arise under or concerning this Agreement unless and until the complaining party has made a good faith effort to mediate the dispute by: (1) first providing the other party with a formal demand letter sent certified or registered mail fully and fairly describing the claim and setting forth a settlement demand or other proposed solution; (2) if the demand letter fails to bring about an agreement, attempting to initiate a formal mediation under the auspices of the JAMS Endispute, or other reputable and unbiased dispute resolution service. 6.8 TERMINATION OR SUSPENSION If the Client fails to make payments to the Architect in accordance with this Agreement, such failure shall be considered substantial nonperformance and cause for termination or, at the Architect's option, cause for suspension of performance of services under this Agreement. If the Architect elects to suspend services, prior to suspension of services, the Architect shall give seven days' written notice to the Client. In the event of a suspension of services, the Architect shall have no liability to the Client for delay or damage caused the Client because of such suspension of services. Before resuming services, the Architect shall be paid all sums due prior to suspension and any expenses incurred in the interruption and resumption of the Architect's services. The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. This Agreement may be terminated by either party upon not less than seven days' written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination. This Agreement may be terminated by the Client upon not less than seven days' written notice to the Architect for the Client's convenience and without cause. Exhibit B Schedule of Compensation Payment shall be on a "Fixed Fee' basis in accordance with the Consultants Schedule of Compensation attached herewith for the work tasks performed in conformance with Section 2.2 of the Agreement. Total compensation for all work under this contract shall not exceed Twenty-two Thousand Five Hundred Dollars ($22,500) except as specified in Section 1.6 - Additional Services of the Agreement. 22 Exhibit C Schedule of Performance Consultants Project Schedule is attached and made a part of this agreement. Consultant shall complete services presented within the scope of work contained within Exhibit "A" in accordance with the attached project schedule. 23 None. Exhibit D Special Requirements 24 ACOR . CERTIFICATE OF LIABILITY INSURANCE o%z2/2 0 PRODUCER (760) Weingarten & 4 P 0 Box 1866 Palm Springs 325-2526 Hough 4 CA 92263- THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC # INSURED Interactive Design Corporation 199 S. Civic Dr. suite 9610 Palm Springs CA 92262- INSURER A: Maryland Casualty Company INSURER B: ' INSURER C: INSURER D: INSURER E: rnvcaeres THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ION LTR NSRD TYPE OF POLICY NUMBER 0 TE(MMPOLICY FECTIVE DD/YY) POLICY DAM MMPDDIYY) LIMITS A GENERAL LIABILITY % EACH OCCURRENCE $ 1,000,000 X COMMERCIAL GENERAL LIABILITY PREMISES 6RENTED Ec wrrrrence $ 1, 000,000 CLAIMS MADE FxIOCCUR PAS35262204 07/24/2010 07/24/2011 MEDI (Any one arson) $ 10,000 PERSONAL B ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GENT AGGREGATE LIMIT APPLIES PER. PRODUCTS - COMPIOP AGG $ 2,000,000 X POLICY JECT LOC I I A AUTOMOBILE LIABILITY ANY AUTO PAS35262204 07/24/2010 07/24/2011 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per Person) $ ALL OWNED AUTOS SCHEDULED AUTOS X BODILY INJURY (Per accident) $ HIRED AUTOS NON -OWNED AUTOS X PROPERTYDAMAGE (Per accident) $ GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC $ ANY AUTO I I $ AUTO ONLY: AGG A EXCESS/UMBRELLA LIABILITY PAS35262204 07/24/2010 07/24/2011 EACH OCCURRENCE $ 1,000,000 X OCCUR CLAIMS MADE AGGREGATE $ 1,000,000 $ $ DEDUCTIBLE $ X RETENTION $ 0 WORKERS COMPENSATION AND - TORV TIAMITS ER EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNER/EXECUTNE E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE$ OFFICERIMEMBER EXCLUDED? If yes, descnbe under SPECIAL PROVISIONS below E.L DISEASE -POLICY LIMIT $ OTHER DESCRIPTION OF OPERATIONSILOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS Certificate holder City of La Quinta, La Quints. Redevelopment Agency are named as additional insured with respects to General Liability. City of La Quints. La Quinta Redevelopment Agency P.O. Box 1504 La Ouinta CA 92247- SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO.90 $O SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INS025 (Ol De) os ©ACORD Page 1 of: ACORD CERTIFICATE OF LIABILITY INSURANCE o;E2i�z o PRODUCER (760) 325-2526 Wain arten & Hough g g p O Box 1866 Palm Springs CA 92263- THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAICB INSURED Interactive Design Corporation 199 S. Civic Dr. Suite 9&10 Palm Springs CA 92262— INSURER A Maryland Casualty -Compan INSURER B: INSURER C: INSURER D: INSURERE: r-nVFRAGFS THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, ILTR LTR ADD' NSR TYPE OF INSURANCE POUCYNUMBER DATE MMIODNY) EFFECTIVE POLICY EXPIRATION LIMITS A GENERAL LIAIRJTY / / / / EACH CURRENCE $ 1,000,000 X COMMERCIAL GENERAL LIABILITY PREMI9 5 Ee ocTuExrOence $ 1,000,000 CLAIMS MADE ❑X occuR PAS35262204 07/24/ 09 07/24/2010 MED P one son s 10,000 ERSONAL&ADV INJURY S 1,000,000 GENERAL AGGREGATE $ 2,000,000 GENL AGGREGATE LIMB APPLIES PER: PRODUCTS - COMPIOP AGG S 2,000,000 XI POLICY JECT LOC A AUTOMOBILE LIABILITY ANY AUTO PAS35262204 0 /24/2009 07/24/2010 COM NEDSINGLELIMR (Es1widenp S 1,000,000 ILY II JURY ( r1 $ ALL OWNED AUTOS SCHEDULEDAUTOS AA X OD LY INJU (Per eccid- HIRED AUTOS NON-OWNEDAUTOS G �/ / X (e d q GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ O RTHAN EAACC E ANY AUTO / / $ ALIT NLY: AGG A EXCESSIUMBRELLA LIABILITY PJLS35262204 07/24/2009 07/24/2010 EACH C RREN E $ 1,000,000 AGBdEGATE $ 1,000,000 X OCCUR CLAIMS MADE $ DEDUCTIBLE E X RETENTION $ 0 WORKERS COMPENSATION AND / / / / yWyCC g$ TO RY L11 S ER EMPLOYERS' LIABILITY ANYPROPRIETORIPARTNER/EXECUTIVE EL EACH ACCIDENT S E.L. DISEASE - EA EMPLOYEE$ OFFICERIMEMBER EXCLUDED? / / / / If ym. d.aibe under SPECIAL PROVISIONS balm EL. DISEASE -POLICY LIMIT $' OTHER DESCRIPTION OF OPERATIONSILOCATIONSNEHICLESIEXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS Certificate holder City of La Quints, La Quinta Redevelopment Agency are named as additional insured with respects to General Liability. ¢E: Job site: Centre Pointe, La Quinta CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT City of La Quinta FAILURE TO DO SO $HALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE La Quinta Redevelopment Agency INSURE AGENTSORRE SENTATIVE3. AUTOO RESEPTTA P.O. BOX 1504 La Quinta CA 92247- ACORD 25 (2001108) v ACORD CORPORATION 1988 JA ACORD CERTIFICATE OF LIABILITY INSURANCE I ,,151?:1) CER I THIS CERTIFICATE IS ISSUED AS A MATTER OF ey, Renton & Associates ONLY AND CONFERS NO RIGHTS UPON THE S Los Robles Ave Ste 540 HOLDER. THIS CERTIFICATE DOES NOT AMEND dena, CA 91101 ALTER THE COVERAGE AFFORDED BY THE POL 844-3070 1 INSURERS AFFORDING COVERAGE INSURED INSURER A: Interactive Design Corporation INSURER B: 199 S. Civic Drive #10 Palm Springs CA 92262 INSURER^: COVER HE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. OTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS ERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION MMflDDJYYI LIMITS GENERAL LIABILITY EACH OCCURRENCE $ FIRE DAMAGE (Any one fire) $ COMMERCIAL GENERAL LIABILITY MED EXP (Any one person) $ CLAIMS MADE ❑ OCCUR PERSONAL S ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGO $ POLICY PRO LOC AUTOMOBILE LIABILITY ANY AUTO COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per parson) $ ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per accident) $ HIRED AUTOS NON -OWNED AUTOS PROPERTY DAMAGE (Per accident) It GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC $ ANY AUTO $ AUTO ONLY: AGO EXCESS LIABILITY EACH OCCURRENCE $ AGGREGATE $ OCCUR CLAIMS MADE $ $ DEDUCTIBLE $ RETENTION $ OTH- WORKERS COMPENSATION AND TWCYSTATU- T E.L. EACH ACCIDENT E EMPLOYERS' LIABILITY E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE -POLICY LIMIT $ A OTHER Professional Liability EOC930859407 1/8/2010 1/8/2011 51,000,000 per claim $2,000,000 annual aggr DESCRIPTION OF OPERATIONSILOCATIONWEHICLES/EXCLUSIONS ADDED BY ENDORSEMENTISPECIAL PROVISIONS E: Centre Pointe, La Quints La Quinta Redevelopment Agency 78-495 Calle Tampico PO Box 1504 La Quinta CA 92247 D ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED E THE EXPIRATION DATE THEREOF, THE ISSUING INSURER MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER TO THE LEFT. AUTHORIZED ACORD Certificate of Insurance This certifies that x State Farm Fire and Casusity Company, Bloomington, Illinois A State Farm General Insurance Company, 0loomiNton, Illinois State Farm Fire and Casualty Company, .aurora, Ontario State Farm Florida Insurance Company, Winter Haven, Florida State Farm Lloyds, Dallas. Texas insures the following policyholder for the coverages Indicated below Policyholder interactive Design Corporation Address of policyholder 199 S Civic Dr, Ste 10, Palm Springs, CA 22262-7215 Location of operations Description of operations The policies listed below have been issued to the policyholder for the policy periods shown The insurance described in these policies is subject to all the terms, exclusions, and conditions of those policies. The limits of liability shown may have been reduced by any paid claims. Paficy mr PolicyNumber T of insurance Effective Date Expiration Date (atlaeginNn of policy clod) Comprehensive I BODILY INJURY AND PROPERTY DAMAGE L ablity This insu once indudes: WBusiness Products - Completed Operations Contractual Liability Each Occurrence $ Personal Injury Advertising Injury General Aggregate S Product - Completed $ Operations Aggregate Policy riod B DIL1 JURY AND PROPERTY DAMAGE Policy Number EXCESS LIABILITY Effective Date 1 Expiration Date Combined Single Limit) Umbrella Each Occurrence $ E] Other agate $ Po icy Perio Effective Date Expiration Date Part I - Workers Compensation - Statutory 09.01. i9 09.01-10 Pat 11- Employers Liability 92B7-1:1 Workers` Compensation and Employers Liability Each Accident $ 1,000,000,00 Disease - Each Employee S 1,000,000.00 Disease - Policy Limit $ 1,000,000.00 Policy Pert Limits of Liability Poi Numbar Type of Insurance Effective Date Expiration DaW (at be inning of pokey per od) ___.______ __._`_____.__......._..f...-...........-.....,..c,v.,l.o ucr_ATntc, v THE CERTIFICATE OF'INSURANCE IS NOT A CONTRACT OF tNSUKANQt: ANu rvtt r ncn Armor l l vca-, AMENDS, EXTENDS OR ALTERS THE COVERAGE APPROVED BY ANY POLICY DESCRIBED HEREIN. Name and Address of Certification Holder it any of the described policies are canceled before their expiration date, State Farm will try to mail a written notice to the certificate holder 30 days LaQuinta Redevelopment Agency before cancellation, if we fail to mail such notice, no PO Box 1504 obligation or liability will be imposed on State Farm or LaQuinta, CA 92247 Its agents or representatives. Project: Centre Pointe, LaQuinta -signature of Aumdriiz6d Representative Agent 07-15-10 Title Date 011ie batch Jr _-- Agent Name 011ie Hatch Jr, Agent Lie, If OB10072 _ 6748 Brockton Avenue Riverside, CA 92506-3022 Bus %l-664-8822 Toil Free 88031-8822 ollie@ollieitatch.com Yp31'.Kt tp a8.231CS19 100"M „sze POLICY NUMBER: pAS35262204 COMMERCIAL GENERAL LIABILITY CG 20 10 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED. OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) City of La Quinta La Quinta Redevelopment Agency P.O. Box 1504 La Quinta, Ca. 92247 Job Site: Centre Point, La Quinta, Ca. 9224' Information required to oornplete this Schedule if not shown above, will be shown in the Declarations. I A Section II Who Is An Insured is amendedto include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for 'bodily injury "property damage” or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf, in the performance of your the additional insured(s) at nated above. ongoing operations for the location(s) desig— B. With respect to the insurance afforded to these additional insureds, the following additional exclu— sions apply: This insurance does not apply to 'bodily injury" or "property damage"occurring after. 1. All work, including materials, parts or equip— ment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your wait' out of which the injury or damage arises has been put to its in— tended use by any person or organization other than another contractor or subcontractor en— gaged in performing operations for a principal as a part of the same project CG 20 10 07 04 Copyright, ISO Properties, Inc., 2004 Page 1 of 1 0 - 0 PAS15262204 02273548 M007782113001-00001 NONE 599 BRANCH Z2 SOUTHERN CALIFO ENDORSEMENT EFF 0712812010 ZURICH PRECISION PORTFOLIO POLICY SUPPLEMENTAL DECLARATIONS PRECISION AMERICA ovwip 'RAM ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS -SCHEDULED PERSON OR ORGANIZATION LIABILITY NAME OF ADDITIONAL INSUREDS PERSONS ) OR ORGANIZATIONS) 002010 0704 NAME i CITY OF LA QUINTA NAME 2 LA QUINTA REDEVELOPMENT AGENCY ADDRESS I P.O. BOX 1504 ADDRESS 2 CITY LA OUINTA STATE CA ZIP 92247 LOCATION(S) OF COVERED OPERATIONS JOB SITE: CENTRE POINTE, LA OU CONUMCIAL MNERAL LIABILITY 9S5008 Ed. 3-00 AGENT'S COPY 07/28/2010 3. 3. 1