Agenda packet, regular meeting — Palm Desert City Council, May 22, 2025 (part 2 of 4)

PALM DESERT HOUSING AUTHORITY

STAFF REPORT
MEETING DATE: May 22, 2025
PREPARED BY: Celina Cabrera, Senior Management Analyst
Jessica Gonzales, Housing Manager
SUBJECT: APPROVE AMENDMENT NO. 1 TO CONTRACT HA48770 WITH VM POOL REPAIR AND SERVICE, INC., TO INCREASE ADDITIONAL
SERVICES IN FISCAL YEAR 2024-25 AT PALM DESERT HOUSING

AUTHORITY PROPERTIES
RECOMMENDATION:

1. Approve Amendment No. 1 to contract HA48770 with V.M. Pool Repair and Service, Inc., to increase the not to exceed (NTE) amount for additional services in the amount of $20,000 for an aggregate NTE of $35,000.

2. Authorize Special Counsel to make any necessary non-monetary changes to the agreement.

3. Authorize the Executive Director to execute an amendment to the agreement and to take any necessary actions to effectuate the actions taken herewith.

BACKGROUND/ANALYSIS:

Within the Housing Authority portfolio there are 16 pools, 7 spas, and 1 water feature, which are commercial facilities requiring daily service and pH balancing in compliance with Riverside County Health regulations.

On February 27, 2025, the Palm Desert Housing Authority approved a 6-month contract with V.M. Pool Service and Repair, Inc., in the amount of $95,400, plus $15,000 for additional services, should they be required. Additional services would include equipment repairs or replacement, or any treatment outside of the required daily maintenance requirement.

Treatments may include responses to remove fecal matter, rodents, pests, address leaks, or groundwater runoff. All repairs are subject to prevailing wage requirements.

Due to the required replacements of multiple water circulation pumps and filter grids, the additional $15,000 has been exhausted. An additional $20,000 is being requested to complete any necessary additional service items currently identified, as well as any that may come up during the remainder of the fiscal year.

Legal Review:

This report has been reviewed by the City Attorney’s Office. 187
Palm Desert Housing Authority
Approve Amendment No. 1 to Increase Additional Services in FYE 2025 for VM Pool Service

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Appointed Body Recommendation:

The Housing Commission reviewed this recommendation at its regular meeting on May 14, 2025, and voted unanimously (5-0) to approve it.

FINANCIAL IMPACT:

Funds have been included and are available in the FY 2024-25 Annual Budget under the Housing Authority’s Replacement Expenditure account and may be transferred to the appropriate expenditure accounts for each of the properties for this purpose. There is no financial impact on the General Fund with this action.

ATTACHMENTS:

1. Action Stamped Staff Report from February 27, 2025

2. HA48770 Executed Agreement

3. Draft Amendment No. 1
188
YES: 5
NO: 0
ABSTAIN: 0
CONFLICT: 0
ABSENT: 0

ALL ACTIONS ARE DRAFT PENDING APPROVAL OF THE FINAL MINUTES Minute Action Summary
Palm Desert City Council - Regular Meeting
Agenda Number: 13.h.

Title: RATIFICATION OF V.M. POOL SERVICE AND REPAIR FOR POOLS, SPA, AND

WATER FEATURE MAINTENANCE AND REPAIR AT HOUSING AUTHORITY PROPERTIES IN AN AMOUNT NOT TO EXCEED $95,400
Date: Thursday, February 27, 2025
Motion by: Councilmember Quintanilla
Seconded by: Councilmember Pradetto
Ratify the six-month agreement HA48770 with V.M. Pool Maintenance and Repair for pool, spa, and water feature maintenance and repair at Housing Authority properties in an amount not to exceed $95,400 and $15,000 for additional services as required.

1. Authorize the Executive Director, or his designee, to take any necessary actions to execute the agreement and any related documents to effectuate this action.

2. YES: 5 NO: 0 ABSTAIN: 0 CONFLICT: 0 ABSENT: 0
Mayor Harnik
Councilmember
Pradetto
Councilmember
Nestande
Mayor Pro Tem Trubee Councilmember
Quintanilla
189

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PALM DESERT HOUSING AUTHORITY

STAFF REPORT
MEETING DATE: February 27, 2025
PREPARED BY: Celina Cabrera, Senior Management Analyst
SUBJECT: RATIFICATION OF V.M. POOL SERVICE AND REPAIR FOR POOLS,

SPA, AND WATER FEATURE MAINTENANCE AND REPAIR AT

HOUSING AUTHORITY PROPERTIES IN AN AMOUNT NOT TO EXCEED 95,400
RECOMMENDATION:

1. Ratify the six-month agreement with V.M. Pool Maintenance and Repair for pool, spa, and water feature maintenance and repair at Housing Authority properties in an amount not to exceed $95,400 and $15,000 for additional services as required.

2. Authorize the Executive Director, or his designee, to take any necessary actions to execute the agreement and any related documents to effectuate this action.

BACKGROUND/ANALYSIS:

The Housing Authority oversees the maintenance of 16 pools, 7 spas, and 1 water feature at 15 Housing Authority properties, which are commercial facilities requiring daily servicing and pH balancing in compliance with Riverside County Health regulations. Failure to perform these services could result in closures and potential health and safety risks to residents and the public.

The previous contract for these services expired on December 31 , 2024. A Request for Proposals (RFP) was issued by the Palm Desert Housing Authority on October 16, 2024, for a new pool, spa, and water feature maintenance and repair contract. However, the sole response from the incumbent contractor Service First, LLC, was too costly with a proposed annual cost of 380,818.44 compared to the existing contract amount of $138,573.11. Service First stated that rising costs, including insurance, were a driving reason for the increase.

On December 12, 2024, the Housing Authority rejected the bid from Service First, LLC and authorized the re-solicitation of the RFP. To ensure the continuity of services in the best interest of the City, public health, safety and welfare, in the interim, local qualified contractors were contacted for a six-month agreement starting January 1, 2025, and ending June 30, 2025. Staff researched and reached out directly to California State License Board Contractors that were Department of Industrial Relation registered and held a City of Palm Desert business license to send bid packets to. Five qualified contractors submitted proposals:

Proposer Proposed 6-Month Amount
Fred Rock Pools $ 106,200.00
Service First $ 216,085.32
Shark Pools $ 217,200.00
Supreme Pool Service $ 126,180.00
195 190
Palm Desert Housing Authority
Ratification of Pool Maintenance and Repair Agreement

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V.M. Pool Service and Repair $ 95,400.00
V.M. Pool Maintenance and Repair offered the most cost-effective proposal while meeting all qualifications including Department of Industrial Relations registration. Staff is preparing a new RFP for a longer-term agreement, with the solicitation expected to be published late February 2025 for a July 1, 2025, start date. All qualified contractors will be encouraged to submit proposals.

Staff is requesting an additional $15,000 to provide additional services on an as needed basis to include equipment repairs or replacement (i.e., pump, pump motor, filters, heating tubes, etc.) the treatment of fecal matter, removal of rodents and pests, leaks, groundwater runoff, etc. All repairs are subject to prevailing wage requirements.

Legal Review:

This report has been reviewed by the City Attorney’s Office.

Appointed Body Recommendation:

The Housing Commission will review this recommendation at its regular meeting on February 12, 2025. Upon request, a verbal report will be provided at the Authority’s regular meeting on February 27, 2025.

FINANCIAL IMPACT:

Funds for the six-month agreement are available in the Housing Authority FY 2024-25 Annual Budget in the appropriate expense accounts for each property. There is no financial impact to the General Fund with this action.

ATTACHMENTS:

1. Pool Maintenance Service Agreement
196 191
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CONTRACT NO. _____________
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BBK 72500.00001\32374943.1 - 1 -

PALM DESERT HOUSING AUTHORITY

MAINTENANCE SERVICES AGREEMENT

1. PARTIES AND DATE.

This Agreement is made and entered into this 1st day of January, 2025, by and between the Palm Desert Housing Authority (“the Authority”), a Public Body, Corporate and Politic, a political subdivision organized under the laws of the State of California with its principal place of business at 73-510 Fred Waring Drive, Palm Desert, California 92260-2578, County of Riverside, State of California and VM Pool Service & Repairs, Inc., a California Corporation with its principal place of business at 40395 Firenze Court. Indio, CA 92203 (“Contractor”). The Authority and Contractor are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.

2. RECITALS.

2.1 Contractor.

Contractor desires to perform and assume responsibility for the provision of certain maintenance services required by the Authority on the terms and conditions set forth in this Agreement. Contractor represents that it is experienced in providing maintenance services to public clients, that it and its subcontractors have all necessary licenses and permits to perform the services in the State of California, and that it is familiar with the plans of the Authority.

Contractor shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of the Authority. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.

2.2 Project.

The Authority desires to engage Contractor to render such services for the POOL AND

WATER FEATURE MAINTENACE AND REPAIR SERVICES AT PALM DESERT HOUSING AUTHORITY PROPERTIES project (“Project”) as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Contractor promises and agrees to furnish to the Authority all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the maintenance services necessary for the Project (“Services”). The Services are more particularly described in Exhibit “A” attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

3.1.2 Term. The term of this Agreement shall be from January 1, 2025 to June 30, 2025, unless earlier terminated as provided herein. Contractor shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.

The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Services.

3.2 Responsibilities of Contractor.

3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Contractor or under its supervision. Contractor will determine the Docusign Envelope ID: B387CED2-A771-448D-B0A9-A52C784DAB86 HA48770
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means, methods and details of performing the Services subject to the requirements of this Agreement. The Authority retains Contractor on an independent contractor basis and not as an employee. Any personnel performing the Services under this Agreement on behalf of Contractor shall not be employees of the Authority and shall at all times be under Contractor’s exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation insurance.

3.2.2 Schedule of Services. Contractor shall perform the Services in a prompt and timely manner in accordance with the Schedule of Services set forth in Exhibit “B” attached hereto and incorporated herein by reference. Contractor represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions.

Upon request of the Authority, Contractor shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.

3.2.3 Conformance to Applicable Requirements. All work prepared by Contractor shall be subject to the approval of the Authority.

3.2.4 Authority’s Representative. The Authority hereby designates JESSICA GONZALES, HOUSING MANGER, or his or her designee, to act as its representative for the performance of this Agreement (“Authority’s Representative”). Authority’s Representative shall have the power to act on behalf of the Authority for all purposes under this Agreement except for increasing compensation. Contractor shall not accept direction or orders from any person other than the Authority’s Representative or his or her designee.

3.2.5 Contractor’s Representative. Contractor hereby designates VICTOR MONTERROSO, CEO or his or her designee, to act as its representative for the performance of this Agreement (“Contractor’s Representative”). Contractor’s Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement.

The Contractor’s Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.2.6 Coordination of Services. Contractor agrees to work closely with the Authority’s staff in the performance of Services and shall be available to the Authority’s staff, consultants and other staff at all reasonable times.

3.2.7 Standard of Care; Performance of Employees. Contractor shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the professional calling necessary to perform the Services. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Contractor shall perform, at its own cost and expense and without reimbursement from the Authority, any services necessary to correct errors or Docusign Envelope ID: B387CED2-A771-448D-B0A9-A52C784DAB86 HA48770
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Revised 11-2-20
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omissions which are caused by the Contractor’s failure to comply with the standard of care provided for herein. Any employee of the Contractor or its sub-contractors who is determined by the Authority to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the Authority, shall be promptly removed from the Project by the Contractor and shall not be re-employed to perform any of the Services or to work on the Project.

3.2.8 Period of Performance. Contractor shall perform and complete all Services under this Agreement within the term set forth in Section 3.1.2 above (“Performance Time”).

Contractor shall perform the Services in strict accordance with any completion schedule or Project milestones described in Exhibits “A” or “B” attached hereto, or which may be provided separately in writing to the Contractor. Contractor agrees that if the Services are not completed within the aforementioned Performance Time and/or pursuant to any such completion schedule or Project milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged and agreed that the Authority will suffer damage.

3.2.9 Disputes. Should any dispute arise respecting the true value of any work done, of any work omitted, or of any extra work which Contractor may be required to do, or respecting the size of any payment to Contractor during the performance of this Contract, Contractor shall continue to perform the Work while said dispute is decided by the Authority. If Contractor disputes the Authority’s decision, Contractor shall have such remedies as may be provided by law.

3.2.10 Laws and Regulations; Employee/Labor Certifications. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement.

All violations of such laws and regulations shall be grounds for the Authority to terminate the Agreement for cause. The Authority is a public entity of the State of California subject to certain provisions of the Health & Safety Code, Government Code, Public Contract Code, and Labor Code of the State. It is stipulated and agreed that all provisions of the law applicable to the public contracts of a municipality are a part of this Agreement to the same extent as though set forth herein and will be complied with.

3.2.10.1 Employment Eligibility; Contractor. Contractor certifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time and shall require all subconsultants and sub-subconsultants to comply with the same. Contractor certifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the term of the Agreement.

3.2.10.2 Labor Certification. By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers’ Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.

Docusign Envelope ID: B387CED2-A771-448D-B0A9-A52C784DAB86 HA48770
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3.2.10.3 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Contractor shall comply with all relevant provisions of the Authority’s Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.

3.2.10.4 Air Quality. Contractor must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the California Air Resources Board (CARB). Contractor shall specifically be aware of the CARB limits and requirements’ application to “portable equipment”, which definition is considered by CARB to include any item of equipment with a fuel-powered engine. Contractor shall indemnify the Authority against any fines or penalties imposed by CARB or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Contractor, its subcontractors, or others for whom Contractor is responsible under its indemnity obligations provided for in this Agreement.

3.2.10.5 Water Quality Management and Compliance. To the extent applicable, Contractor’s Services must account for, and fully comply with, all local, state and federal laws, rules and regulations that may impact water quality compliance, including, without limitation, all applicable provisions of the Federal Water Pollution Control Act (33 U.S.C. §§ 1300); the California Porter-Cologne Water Quality Control Act (Cal Water Code §§ 13000-14950); laws, rules and regulations of the Environmental Protection Agency and the State Water Resources Control Board; the City’s ordinances regulating discharges of storm water; and any and all regulations, policies, or permits issued pursuant to any such authority regulating the discharge of pollutants, as that term is used in the Porter-Cologne Water Quality Control Act, to any ground or surface water in the State. Failure to comply with the laws, regulations and policies described in this Section is a violation of law that may subject Contractor to penalties, fines, or additional regulatory requirements.

3.2.11 Insurance.

3.2.11.1 Minimum Requirements. Without limiting Contractor’s indemnification of the Authority, and prior to commencement of the Services, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form that is satisfactory to the Authority.
(A) General Liability Insurance. Contractor shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.
(B) Automobile Liability Insurance. Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Contractor arising out of or in connection Docusign Envelope ID: B387CED2-A771-448D-B0A9-A52C784DAB86 HA48770
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with Work to be performed under this Agreement, including coverage for any owned, hired, nonowned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. The City’s Risk Manager may modify this requirement if it is determined that Consultant will not be utilizing a vehicle in the performance of his/her duties under this Agreement. (C) Umbrella or Excess Liability Insurance. Contractor may opt to utilize umbrella or excess liability insurance in meeting insurance requirements. In such circumstances, Contractor may obtain and maintain an umbrella or excess liability insurance policy with limits that will provide bodily injury, personal injury and property damage liability coverage at least as broad as the primary coverages set forth above, including commercial general liability and employer’s liability. Such policy or policies shall include the following terms and conditions:
(a) A drop down feature requiring the policy to
respond if any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason;
(b) Pay on behalf of wording as opposed to
reimbursement;
(c) Concurrency of effective dates with primary
policies; and
(d) Policies shall “follow form” to the underlying
primary policies.
(e) Insureds under primary policies shall also be
insureds under the umbrella or excess policies.
(D) Workers’ Compensation Insurance. Contractor shall
maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000). Contractor shall submit to the Authority, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of the Authority, the City, its elected or appointed officers, and their respective agents, officials, employees, volunteers and representatives.
(E) Fidelity Coverage. Contractor shall provide evidence of fidelity coverage on a blanket fidelity bond or other acceptable form. Limits shall be no less than $1,000,000 per occurrence.
(F) Cyber Liability Insurance. RESERVED
(G) Pollution Liability Insurance. Environmental Impairment Liability Insurance shall be written on a Contractor’s Pollution Liability form or other form acceptable to the Authority providing coverage for liability arising out of sudden, accidental and gradual pollution and remediation. The policy limit shall be no less than $1,000,000 dollars per claim and in the aggregate. All activities contemplated in this Agreement shall be specifically scheduled on the policy as “covered operations.” The policy shall provide coverage for the hauling of waste from the Project site to the final disposal location, including non-owned disposal sites.

Docusign Envelope ID: B387CED2-A771-448D-B0A9-A52C784DAB86 HA48770
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BBK 72500.00001\32374943.1 - 6 -

3.2.11.2 Other Provisions and Requirements.
(A) Proof of Insurance. Contractor shall provide certificates of insurance to the Authority as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by City’s Risk Manager prior to commencement of performance.

Current certification of insurance shall be kept on file with the Authority at all times during the term of this contract. The Authority reserves the right to require complete, certified copies of all required insurance policies, at any time.
(B) Duration of Coverage. Contractor shall procure and
maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the work hereunder by Contractor, his/her agents, representatives, employees or subconsultants. (C) Primary/Non-Contributing. Coverage provided by
Contractor shall be primary and any insurance or self-insurance procured or maintained by the Authority shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the Authority before the Authority’s own insurance or self-insurance shall be called upon to protect it as a named insured. (D) Authority’s Rights of Enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications, or is canceled and not replaced, the Authority has the right, but not the duty, to obtain the insurance it deems necessary and any premium paid by the Authority will be promptly reimbursed by Contractor, or the Authority will withhold amounts sufficient to pay premium from Contractor payments. In the alternative, the Authority may cancel this Agreement. (E) Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager.
(F) Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against the Authority, the City, its elected or appointed officers, and their respective agents, officials, employees, volunteers and representatives, or shall specifically allow Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against the Authority, the City, its elected or appointed officers, and their respective agents, officials, employees, volunteers and representatives, and shall require similar written express waivers and insurance clauses from each of its subcontractors.
(G) Enforcement of Contract Provisions (non estoppel).

Contractor acknowledges and agrees that any actual or alleged failure on the part of the Authority to inform Contractor of non-compliance with any requirement imposes no additional obligations on the Authority nor does it waive any rights hereunder.

Docusign Envelope ID: B387CED2-A771-448D-B0A9-A52C784DAB86 HA48770
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(H) Requirements Not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance.

Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Contractor maintains higher limits than the minimums shown above, the Authority requires and shall be entitled to coverage for the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Authority. (I) Notice of Cancellation. Contractor agrees to oblige its insurance agent or broker and insurers to provide the Authority with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage.
(J) Additional Insured Status. General liability, automobile liability, and if applicable, pollution liability and cyber liability, policies shall provide or be endorsed to provide that the Authority, the City, its elected or appointed officers, and their respective agents, officials, employees, volunteers and representatives, shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. (K) Prohibition of Undisclosed Coverage Limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to the Authority and approved of in writing.
(L) Separation of Insureds. A severability of interests provision must apply for all additional insureds ensuring that Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. (M) Pass Through Clause. Contractor agrees to ensure that its sub-consultants, sub-contractors, and any other party involved with the Project who is brought onto or involved in the project by Contractor, provide the same minimum insurance coverage and endorsements required of Contractor. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Contractor agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the Project will be submitted to the Authority for review.
(N) Authority’s Right to Revise Specifications. The Authority or its Risk Manager reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Contractor ninety (90) days advance written notice of such change. If such change results in cost to the Contractor, the Authority and Contractor may renegotiate Contractor’s compensation. If the Authority reduces the insurance requirements, the change shall go into effect immediately and require no advanced written notice. (O) Self-Insured Retentions. Any self-insured retentions must be declared to and approved by the Authority. The Authority reserves the right to require that selfinsured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by the Authority.

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(P) Timely Notice of Claims. Contractor shall give the Authority prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies.
(Q) Additional Insurance. Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work.

3.2.12 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions, where applicable, shall include, but shall not be limited to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.

3.2.13 Bonds.

3.2.13.1 Performance Bond. If required by law or otherwise specifically requested by the Authority attached hereto and incorporated herein by reference, Contractor shall execute and provide to the Authority concurrently with this Agreement a Performance Bond in the amount of the total, not-to-exceed compensation indicated in this Agreement, and in a form provided or approved by the Authority. If such bond is required, no payment will be made to Contractor until it has been received and approved by the Authority.

3.2.13.2 Payment Bond. If required by law or otherwise specifically requested by the Authority attached hereto and incorporated herein by reference, Contractor shall execute and provide to the Authority concurrently with this Agreement a Payment Bond in the amount of the total, not-to-exceed compensation indicated in this Agreement, and in a form provided or approved by the Authority. If such bond is required, no payment will be made to Contractor until it has been received and approved by the Authority.

3.2.13.3 Bond Provisions. Should, in the Authority’s sole opinion, any bond become insufficient or any surety be found to be unsatisfactory, Contractor shall renew or replace the affected bond within ten (10) days of receiving notice from the Authority. In the event the surety or Contractor intends to reduce or cancel any required bond, at least thirty (30) days prior written notice shall be given to the Authority, and Contractor shall post acceptable replacement bonds at least ten (10) days prior to expiration of the original bonds. No further payments shall be deemed due or will be made under this Agreement until any replacement bonds required by this Section are accepted by the Authority. To the extent, if any, that the total compensation is increased in accordance with the Agreement, the Contractor shall, upon request of the Authority, cause the amount of the bonds to be increased accordingly and shall promptly deliver satisfactory evidence of such increase to the Authority. To the extent available, the bonds shall further provide that no change or alteration of the Agreement (including, without limitation, an increase in the total compensation, as referred to above), extensions of time, or modifications Docusign Envelope ID: B387CED2-A771-448D-B0A9-A52C784DAB86 HA48770
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of the time, terms, or conditions of payment to the Contractor, will release the surety. If the Contractor fails to furnish any required bond, the Authority may terminate this Agreement for cause.

3.2.13.4 Surety Qualifications. Only bonds executed by an admitted surety insurer, as defined in Code of Civil Procedure Section 995.120, shall be accepted. The surety must be a California-admitted surety with a current A.M. Best’s rating no less than A:VIII and satisfactory to the Authority. If a California-admitted surety insurer issuing bonds does not meet these requirements, the insurer will be considered qualified if it is in conformance with Section 995.660 of the California Code of Civil Procedure, and proof of such is provided to the Authority.

3.2.14 Accounting Records. Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Contractor shall allow a representative of the Authority during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.

3.2.15 Work Sites.

3.2.15.1 Inspection Of Site. Contractor shall visit sites where Services are to be performed and shall become acquainted with all conditions affecting the Services prior to commencing the Services. Contractor shall make such examinations as it deems necessary to determine the condition of the work sites, its accessibility to materials, workmen and equipment, and to determine Contractor’s ability to protect existing surface and subsurface improvements. No claim for allowances–time or money–will be allowed as to such matters after commencement of the Services. Unless expressly stated otherwise in the Special Conditions or Specifications, Contractor acknowledges that Work sites are occupied residential communities and that Work shall be completed in a manner that ensures minimal resident impact.

3.2.15.2 Field Measurements. Contractor shall make field measurements, verify field conditions and shall carefully compare such field measurements and conditions and other information known to Contractor with the Contract, including any plans, specifications, or scope of work before commencing Services. Errors, inconsistencies or omissions discovered shall be reported to the Authority immediately and prior to performing any Services or altering the condition.

3.2.15.3 Removal of Waste and Debris. Contractor shall remove at its own expense all rubbish and waste materials resulting from its operations, including any material that may fall in swimming pools, lagoons, or other water features. If on private property, Contractor must obtain permission from the property owner prior to removing debris. All debris must be removed before the end of the day unless otherwise directed by Authority or Authority’s agent.

3.2.15.4 Notifications to Authority and Residents. The Contractor shall acknowledge that the Authority provides forty-eight (48) hours’ notice in advance of the start of any Work that is to occur at any residential unit. Contractor shall provide sufficient notice to the Authority before beginning any such Work so that the Authority may provide timely notice to residents.

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3.2.15.5 Paths of Travel. Pedestrian paths of travel must be maintained free of obstructions and hazardous conditions, except where the condition is necessary for completion of the Work. To the extent any portion of the Work requires obstructing pedestrian paths of travel, the Work shall be performed so as to minimize the extent of the obstruction. Where Contractor’s operations may create hazardous conditions to pedestrian paths of travel, appropriate signing and barricades shall be installed to safely route pedestrians around the impacted area. The Authority shall be given at least 48-hours’ notice prior to the creation of any condition affecting pedestrian paths of travel.

3.2.15.6 Water Quality Management and Compliance. Contractor shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state, and federal laws, rules and regulations that may impact, or be implicated by the performance of the Work including, without limitation, all applicable provisions of the local ordinances regulating discharges of storm water; the Federal Water Pollution Control Act (33 U.S.C. § 1251 et seq.);the California Porter-Cologne Water Quality Control Act (Water Code§ 13000 et seq.); and any and all regulations, policies, or permits issued pursuant to any such authority. Contractor shall additionally comply with the lawful requirements of any local agency with jurisdiction over the location where the Work is to be conducted, regarding discharges of storm water to separate storm drain systems or other watercourses, including applicable requirements in municipal storm water management programs.

3.2.15.7 Hazardous Materials and Differing Conditions. Should Contractor encounter material reasonably believed to be polychlorinated biphenyl (PCB) or other toxic wastes, hazardous substances and hazardous materials as defined in California state or federal law at the site which have not been rendered harmless, the Contractor shall immediately stop work at the affected area and shall report the condition to the Authority in writing. The Authority shall contract for any services required to directly remove and/or abate PCBs, hazardous substances, other toxic wastes and hazardous materials, and shall not require the Contractor to subcontract for such services. The Services in the affected area shall not thereafter be resumed except by written agreement of the Authority and Contractor.

3.2.16 Loss and Damage. Contractor shall be responsible for all loss and damage which may arise out of the nature of the Services agreed to herein, or from the action of the elements, or from any unforeseen difficulties which may arise or be encountered in the prosecution of the Services until the same is fully completed and accepted by the Authority.

3.2.17 Warranty. Contractor warrants all Services under the Agreement (which for purposes of this Section shall be deemed to include unauthorized work which has not been removed and any non-conforming materials incorporated into the work) to be of good quality and free from any defective or faulty material and workmanship. Contractor agrees that for a period of one year (or the period of time specified elsewhere in the Agreement or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the work, whichever is later) after the date of final acceptance, Contractor shall within ten (10) days after being notified in writing by the Authority of any defect in the Services or non-conformance of the Services to the Agreement, commence and prosecute with due diligence all Services necessary to fulfill the terms of the warranty at its sole cost and expense. Contractor shall act sooner as requested by the Authority in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair and replace any portions of the work (or work of other contractors) damaged by its defective Services or which becomes damaged in the course of repairing or replacing defective work. For any work so corrected, Contractor’s obligation hereunder to correct defective work shall be reinstated for an additional one (1) year period, Docusign Envelope ID: B387CED2-A771-448D-B0A9-A52C784DAB86 HA48770
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commencing with the date of acceptance of such corrected work. Contractor shall perform such tests as the Authority may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of the Agreement. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of the Contractor. All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the work, whether express or implied, are deemed to be obtained by Contractor for the benefit of the Authority, regardless of whether or not such warranties and guarantees have been transferred or assigned to the Authority by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of the Authority. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Agreement, to the reasonable satisfaction of the Authority, the Authority shall have the right to correct and replace any defective or non-conforming work and any work damaged by such work or the replacement or correction thereof at Contractor's sole expense. Contractor shall be obligated to fully reimburse the Authority for any expenses incurred hereunder upon demand.

3.3 Fees and Payments.

3.3.2 Payment of Compensation. Contractor shall submit to the Authority monthly invoices which provides a detailed description of the Services and hours rendered by Contractor. The Authority shall, within thirty (30) days of receiving such statement, review the statement and pay all non-disputed and approved charges. Contractor shall submit its final invoice to the Authority within thirty (30) days from the last date of provided Services or termination of this Agreement and failure by the Contractor to submit a timely invoice shall constitute a waiver of its right to final payment. Payment shall not constitute acceptance of any Services completed by Contractor. The making of final payment shall not constitute a waiver of any claims by the Authority for any reason whatsoever.

3.3.3 Deductions. The Authority may deduct or withhold, as applicable, from each progress payment an amount necessary to protect the Authority from loss because of: (1) stop payment notices as allowed by state law; (2) unsatisfactory prosecution of the Services by Contractor; (3) sums representing expenses, losses, or damages as determined by the Authority, incurred by the Authority for which Contractor is liable under the Agreement; and (4) any other sums which the Authority is entitled to recover from Contractor under the terms of the Agreement or pursuant to state law, including Section 1727 of the California Labor Code. The failure by the Authority to deduct any of these sums from a progress payment shall not constitute a waiver of the Authority's right to such sums.

3.3.4 Reimbursement for Expenses. Contractor shall not be reimbursed for any expenses unless authorized in writing by the Authority.

3.3.5 Extra Work. At any time during the term of this Agreement, the Authority may request that Contractor perform Extra Work. As used herein, “Extra Work” means any work which is determined by the Authority to be necessary for the proper completion of the Project, but Docusign Envelope ID: B387CED2-A771-448D-B0A9-A52C784DAB86 HA48770
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which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Contractor shall not perform, nor be compensated for, Extra Work without written authorization from the Authority’s Representative.

3.3.6 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. The Authority shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Contractor’s principal place of business and at the Project site. Contractor shall defend, indemnify and hold the Authority, the City, its elected or appointed officers, and their respective agents, officials, employees, volunteers and representatives free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Contractor and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4.

3.3.7 Registration/DIR Compliance. If the Services are being performed as part of an applicable “public works” or “maintenance” project, and if the total compensation is $15,000 or more, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Contractor shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor’s sole responsibility to comply with all applicable registration and labor compliance requirements.

Contractor shall defend, indemnify and hold the Authority, the City, its elected or appointed officers, and their respective agents, officials, employees, volunteers and representatives free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor.

3.4 Termination of Agreement.

3.4.1 Grounds for Termination. The Authority may, by written notice to Contractor, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Contractor of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Contractor Docusign Envelope ID: B387CED2-A771-448D-B0A9-A52C784DAB86 HA48770
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shall be compensated only for those Services which have been adequately rendered to the Authority, and Contractor shall be entitled to no further compensation. Contractor may not terminate this Agreement except for cause.

3.4.2 Effect of Termination. If this Agreement is terminated as provided herein, the Authority may require Contractor to provide all finished or unfinished information of any kind prepared by Contractor in connection with the performance of Services under this Agreement.

Contractor shall be required to provide such document and other information within fifteen (15) days of the request.

3.4.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, the Authority may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

3.5 General Provisions.

3.5.1 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:

Contractor:

VM Pool Service & Repair, Inc.
40395 Firenze Ct.

Indio, CA 92203
Attn: VICTOR MONTERROSO,

PRESIDENT/CEO/SECRETARY/CFO
Authority:

Palm Desert Housing Authority
73-510 Fred Waring Drive
Palm Desert, CA 92260-2578
Attn: JESSICA GONZALES, HOUSING MANAGER
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.5.2 Indemnification.

3.5.2.1 Scope of Indemnity. To the fullest extent permitted by law, Contractor shall defend, indemnify and hold the Authority, the City, its elected or appointed officers, and their respective agents, officials, employees, volunteers and representatives free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, regardless of whether the allegations are false, fraudulent, or groundless, to property or persons, including wrongful death, (collectively, “Claims”) in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, consultants or agents in connection with the Docusign Envelope ID: B387CED2-A771-448D-B0A9-A52C784DAB86 HA48770
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performance of the Services, the Project or this Agreement, including without limitation the payment of all expert witness fees, attorneys’ fees and other related costs and expenses except such Claims caused by the sole or active negligence or willful misconduct of the Authority.

3.5.2.2 Additional Indemnity Obligations. Contractor shall defend, with counsel of the Authority’s choosing and at Contractor’s own cost, expense and risk, any and all Claims covered by this section that may be brought or instituted against the Authority, the City, its elected or appointed officers, and their respective agents, officials, employees, volunteers and representatives. In addition, Contractor shall pay and satisfy any judgment, award or decree that may be rendered against the Authority, the City, its elected or appointed officers, and their respective agents, officials, employees, volunteers and representatives as part of any such claim, suit, action or other proceeding. Contractor shall also reimburse the Authority for the cost of any settlement paid by the Authority, the City, its elected or appointed officers, and their respective agents, officials, employees, volunteers and representatives as part of any such claim, suit, action or other proceeding. Such reimbursement shall include payment for the Authority’s attorney’s fees and costs, including expert witness fees. Contractor shall reimburse the Authority, the City, its elected or appointed officers, and their respective agents, officials, employees, volunteers and representatives, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor’s obligation to indemnify shall survive expiration or termination of this Agreement, and shall not be restricted to insurance proceeds, if any, received by the Contractor, the Authority, the City, its elected or appointed officers, and their respective agents, officials, employees, volunteers and representatives.

3.5.3 Governing Law; Government Code Claim Compliance. This Agreement shall be governed by the laws of the State of California. Venue shall be in Riverside County. In addition to any and all Agreement requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Contractor must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the Authority. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Contractor. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Contractor shall be barred from bringing and maintaining a valid lawsuit against the Authority.

3.5.4 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3.5.5 Authority’s Right to Employ Other Contractors. The Authority reserves right to employ other contractors in connection with this Project.

3.5.6 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.

3.5.7 Assignment or Transfer. Contractor shall not assign, hypothecate or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the Authority. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.

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3.5.8 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Contractor include all personnel, employees, agents, and subcontractors of Contractor, except as otherwise specified in this Agreement. All references to the Authority include the City, its elected or appointed officers, and their respective agents, officials, employees, volunteers and representatives except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content or intent of this Agreement.

3.5.9 Amendment; Modification. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3.5.10 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel or otherwise.

3.5.11 No Third Party Beneficiaries. Except to the extent expressly provided for in Section 3.5.7, there are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.5.12 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.5.13 Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the Authority shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of the Authority, during the term of his or her service with the Authority, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

3.5.14 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.

3.5.15 Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

3.5.16 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

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3.5.17 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties.

3.5.18 Federal Provisions. Reserved
[SIGNATURES ON NEXT PAGE]
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SIGNATURE PAGE FOR MAINTENANCE SERVICES AGREEMENT

BETWEEN THE PALM DESERT HOUSING AUTHORITY
AND VM POOL SERVICE & REPAIRS, INC.

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed on the day and year first above written.

PALM DESERT HOUSING AUTHORITY
By:

L. Todd Hileman
Executive Director
ATTEST:

By:

Anthony J. Mejia
Secretary
APPROVED AS TO FORM:

By: __________________________
Isra Shah
Best Best & Krieger LLP
Special Legal Counsel
VM POOL SERVICE & REPAIRS, INC.

By: ________________________________
Victor Monterroso
President/Secretary
_____957537_____________________
Contractor’s License Number and
Classification
____1000370072____________________
DIR Registration Number (if applicable)
City Clerk QC: _____
Contracts QC: _____
Insurance:
_____
Initial Review
_____
Final Approval
_____
Bonds
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EXHIBIT “A”

SCOPE OF SERVICES
Routine Maintenance Services
Daily Pool and Spa Maintenance.

1. Perform daily cleaning and chemical balancing, including skimming, vacuuming, brushing, and emptying baskets.

2. Check and adjust choline, pH, and other chemical levels as required to maintain water quality.

3. Inspect and service pool pumps, filters, heaters, and other equipment to ensure proper operation.

4. Maintain detailed logs of chemical levels and work performed each day.

5. Ensure compliance with Riverside County Environmental Health Department Standards, California Department of Public Health, and any other health regulations regarding pool safety and water quality.

6. On-site storage of chemical is prohibited; except as required to be kept on site by a health and/or safety regulatory body.

Daily Water Feature Maintenance

1. Conduct daily cleaning and maintenance of water feature at One Quail Place property.

2. Test and adjust water chemistry to maintain clarity and prevent algae growth.

3. Inspect and maintain pumps, lighting, and mechanical components for proper function.

4. Check for leaks or damage daily and report issues to the Housing Authority promptly.

Preventative Equipment Maintenance

1. Perform regular inspections of all equipment to identify potential issues.

2. Lubricate moving parts, replace seals, and clean or replace filters as needed.

3. Provide monthly report summarizing the condition of all pools, spas, and water feature.

4. Replace damaged or malfunctioning components, including pumps, motors, lighting, and control systems.

Emergency Repairs:

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1. Provide emergency repair services with a response time of 2 hours for issues posing immediate safety hazards or significant operational disruptions.

2. Establish a 24/7 emergency contact protocol.

Repair Logging and Documentation

1. Maintain a comprehensive log of all repairs conducted, including date, time, nature of the issue, actions taken, and parts replaced.

2. Submit monthly repair reports to PDHA detailing all maintenance and repair activities.

3. Ensure that all repair logs are accessible to PDHA upon request for review and audit purposes.

Warranty Management:

1. Provide documentation of all warranties for parts and labor associated with repairs.

2. Manage warranty claims on behalf of PDHA, ensuring timely resolution and replacement of faulty components.

3. Maintain a record of all warranty information and provide updates to PDHA as warranties expire or are renewed.

Chemicals:

1. On-site storage of chemicals is strictly prohibited except as required to be on-site by a health and/or safety regulatory body.

2. Handling of pool and spa chemicals must comply with the guidelines set forth by the California Division of Occupational Safety and Health (Cal/OSHA) and other safety regulatory bodies.

General Contract Scope of Services:

Proposer shall:

1. Provide the necessary manpower and equipment to maintain the Properties, at the level of maintenance and service defined by the Authority, for a period of six (6) months commencing on January 1, 2025.

2. Be responsible for the maintenance program and repairs of the Authority Properties.

3. Maintain all pools, spas, and water features to meet applicable Riverside County Health Department standards and any other applicable governing entity.

4. Inspect and maintain records on all pools, water features and equipment.

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5. Perform preventative maintenance on mechanical, electrical, and related equipment.

6. Provide appropriate equipment and labor for the execution of all maintenance activities.

7. The Authority reserves the right to inspect and/or approve any equipment used in this contract. If the Authority deems the equipment to be in disrepair or inappropriate to the task at hand, the Authority may require that the equipment be removed from the job site and replaced with a different piece of equipment.

8. Provide personnel fully trained and certified in all phases of pool and water feature maintenance and chemical acquisition activities for the Authority Properties.

9. Provide personnel capable of effective verbal communication with the Authority representatives. If the Authority deems personnel to be inadequate to accomplish the task at hand, the Authority may require that the personnel be removed from the job site and replaced with personnel demonstrating the appropriate level of job knowledge, skills, and verbal communication to effectively accomplish the Services.

10. Remove debris caused by all maintenance activities on the same working day that such debris is accumulated unless otherwise stated.

11. Perform preventive maintenance and repairs of all aspects of the Authority pool and water feature systems and ensures that repairs comply with applicable manufacturer’s specifications and procedures.

12. Maintain filter systems, inspect filter’s proper flow rates; perform water quality tests, inspect fixtures for leaks, condition of equipment; conduct periodic maintenance; log appropriate data and maintain documentation.

13. Maintain, adjust, repair chemical controllers to include calibration and standardization; automatic pool leveling equipment, including valves, floating weirs, and skimmer checks.

14. Be knowledgeable of principles, standard practices, methods, tools, materials, and techniques required and the ability to maintain repair commercial swimming pool filtration systems, chemical pumps & control systems, heathers and other related equipment and structures.

15. Firm must demonstrate they have the skills and capability necessary to understand methods and techniques of water sterilization, chlorination, and pH balancing; occupational hazards and standard safety practices.

16. Have the knowledge and skills necessary to safely use hazardous chemicals; maintain, repair and diagnose problems relating to the pools at the Properties.

17. Be able to manage multiple priorities, interpret blueprints, plans, schematic drawings and manuals to determine proper operating conditions for all pools and water features.

18. Furnish all pool chemicals related to daily operations of the Authority pool and water feature.

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The repeated failure of any Firm to provide satisfactory service shall result in termination of Firm’s contract for nonperformance. The Authority shall document failure to respond, and the Firm may not be permitted to participate in future contracts for these services.

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EXHIBIT “B”

SCHEDULE OF SERVICES
Docusign Envelope ID: B387CED2-A771-448D-B0A9-A52C784DAB86 HA48770
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CONTRACT NO. _____________
(BB&K 2019)
72500.00001\32374943.1
Exhibit B-2
Docusign Envelope ID: B387CED2-A771-448D-B0A9-A52C784DAB86 HA48770
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CONTRACT NO. _____________
(BB&K 2019)
72500.00001\32374943.1
Exhibit B-3
Docusign Envelope ID: B387CED2-A771-448D-B0A9-A52C784DAB86 HA48770
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EXHIBIT “C”

COMPENSATION
Docusign Envelope ID: B387CED2-A771-448D-B0A9-A52C784DAB86 HA48770
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EXHIBIT “D”

FEDERAL REQUIREMENTS

NOT APPLICABLE
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AMENDMENT NO. 1TO THE MAINTENANCE SERVICES AGREEMENT BETWEEN THE PALM DESERT HOUSING AUTHORITY AND VM POOL SERVICE AND REPAIRS, INC.

1. Parties and Date.

This Amendment No. 1 to the MAINTENANCE SERVICES AGREEMET, HA48770 is made and entered into as of this 22nd day of May, 2025 by and between the Palm Desert Housing Authority (“Authority”) and VM POOL SERVICE AND REPAIRS, INC., a Corporation, with its principal place of business at 40395 Firenze Court, Indio, CA 92203 ("Vendor"). The Authority and Vendor are sometimes individually referred to herein as "Party" and collectively as "Parties."

2. Recitals.

2.1 Agreement. The Authority and VM Pool Service and Repair, Inc. have entered into an agreement entitled “MAINTENANCE SERVICES AGREEMET, HA48770” dated January 1, 2025 (“Agreement” or “Contract”) for the purpose of retaining the services of VM POOL SERVICE AND REPAIRS, INC. to provide POOL AND WATER FEATURE

MAINTENACE AND REPAIR SERVICES AT PALM DESERT HOUSING AUTHORITY PROPERTIES.

2.2 Amendment. The Authority and VM POOL SERVICE AND REPAIRS, INC. desire to amend the Agreement to INCREASE ADDITIONAL SERVICES TO THE NOT TO EXCEED COMPENSATION AMOUNT.

2.3 Amendment Authority. This Amendment No. 1 is authorized pursuant to Section

3.5.9 of the Agreement.

3. Terms.

3.1.1 Compensation. Section 3.3.1 of the Agreement is hereby amended in its entirety to read as follows:
“Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit “C” attached hereto and incorporated herein by reference. The total compensation shall not exceed Ninety-Five Thousand Four Hundred and 00/100 Dollars ($95,400.00) without written approval of the Palm Desert Housing Authority Board or Executive Director, as applicable.

Extra Work may be authorized, as described in Section 3.3.5 Extra Work of the Agreement, and if authorized, will be compensated at the rates and manner set forth in this Agreement or as agreed to by the Parties in writing in an amount not to exceed Thirty Five Thousand and 00/100 Dollars ($35,000.00).”

3.1.2 Exhibits
“Exhibit C” is hereby deleted in its entirety and replaced with Exhibit 1 attached hereto and incorporated herein by reference.

3.2 Continuing Effect of Agreement. Except as amended by this Amendment No. 1, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 1. From and after the date of this Amendment No. 1, whenever the term “Agreement” or “Contract” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 1.
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3.3 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 1.

3.4 Severability. If any portion of this Amendment No. #1 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.5 Counterparts. This Amendment No. 1 may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute but one and the same instrument.
[SIGNATURES ON FOLLOWING PAGE]
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SIGNATURE PAGE FOR AMENDMENT NO. 1 TO MAINTENANCE SERVICES AGREEMENT

BETWEEN THE PALM DESERT HOUSING AUTHORITY

AND VM POOL SERVICE AND REPAIRS, INC
IN WITNESS WHEREOF, the Parties have entered into this Amendment No. 1 to the MAINTENANCE SERVICES AGREEMENT as of the day and year first above written.

PALM DESERT HOUSING AUTHORITY
By:

Chris Escobedo
Executive Director
Attest:

By:

Anthony J. Mejia
Secretary
Approved as to form:

By:

Isra Shah
Best Best & Krieger LLP
Special Counsel

VM POOL SERVICE AND REPAIRS, INC
By:

Victor Monterroso
President/Secretary
Clerks QC: ________
Contracts QC: ________
Insurance:
___________
Initial Review
___________
Final Review
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Exhibit 1
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CITY OF PALM DESERT

STAFF REPORT
MEETING DATE: May 22, 2025
PREPARED BY: Nick Melloni, AICP, Principal Planner
Carlos Flores, AICP, Deputy Director Development Services SUBJECT: AUTHORIZE AN AMENDMENT TO CONTRACT NO. C46680 WITH INTERWEST CONSULTING GROUP, INC., EXTENDING THE
CONTRACT TERM THROUGH DECEMBER 31, 2025, WITH OPTION

FOR ONE ADDITIONAL ADMINISTRATIVE EXTENSION
RECOMMENDATION:

1. Authorize an amendment to Contract No. C46680 with Interwest Consulting Group, Inc., extending the contract term through December 31, 2025, and allowing for one additional oneyear automatic extension, if necessary.

2. Authorize the City Attorney to make any necessary non-monetary changes to the agreement.

3. Authorize the City Manager or designee to execute the amendment and to review and approve all documents necessary to effectuate this agreement pursuant to Section 3.30.170 of the Palm Desert Municipal Code.

BACKGROUND/ANALYSIS:

The Palm Desert University Neighborhood Specific Plan (“UNSP”) was adopted in November 2016 and established conceptual land uses and zoning standards for approximately 400 acres located in the north sphere of the City, adjacent to the university campuses. Since the original adoption, several areas of the UNSP have been developed with residential and open space land uses or entitled for non-residential land uses. Approximately 170 acres within the UNSP are vacant and controlled by the Successor Agency to the Palm Desert Redevelopment Agency (SARDA).

On March 9, 2023, the City Council adopted City Council Goals for the 2023 calendar year (Resolution No., 2023-007), which included a goal to gather community input, design, and build a community and regional park in North Palm Desert.

On November 16, 2023, the City Council awarded Contract No. C46680 to Interwest Consulting Group (Consultant) in the amount of $264,880 to update the Palm Desert UNSP and facilitate the planning land use concepts of the remaining 170 acres to implement the City’s goals including a site for a regional park, community facilities, and residential and commercial uses.

The plan will also include planning and zoning for a site to provide a minimum of 220 affordable housing units within the UNSP, which is consistent with the City’s obligations under the 6th cycle of the Housing Element.

Amendment Request
Staff requests for approval of Amendment No. 1 of the contract to extend the contract term to December 31, 2025. The project was paused temporarily while Staff and the Consultant worked 225
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through the approach to include the regional park within the UNSP without requiring a change order request for additional funds. The request today is to extend the contract term to complete the following remaining tasks:

1. Finalizing the preferred land use for the vacant 170-acres including a 30-to-40-acre regional park;

2. Finalizing the text of the specific plan;

3. Completing the Environmental analysis for the UNSP amendment;

4. Adoption of the UNSP Amendment and environmental analysis.

In early 2024, the consultant prepared two (2) draft land uses concepts showing alternative placements of a regional park, as well as residential and commercial land uses to present to the community for feedback during an outreach meeting. During the community outreach meeting held in March 2024, the California State University (CSU) San Bernardino became aware of the City’s intention to develop a regional sports park and approached the City to explore options of locating a joint-use public regional sports park within vacant areas of the CSU San Bernardino Palm Desert Campus located east of Cook Street, outside of the boundaries of the UNSP. The discussion with the CSU was unexpected in the timeline of the original UNSP update and required an extended project timeline while City staff entered discussions with the CSU.

Discussions with the CSU regarding the joint use park are ongoing and no formal commitments to the park have been made between the City and CSU campus.

The original term of the contract expired on December 31, 2024. To complete the UNSP Amendment, Staff is requesting the City Council authorize an amendment to extend the term of the contract until December 31, 2025, with the option for one additional one-year automatic extension through December 31, 2026, if necessary. This will allow City staff to work with the consultants to carry out the remaining tasks needed to complete the UNSP Amendment. No additional funds are required as a result of this request.

Legal Review:

This report has been reviewed by the City Attorney’s Office.

FINANCIAL IMPACT:

Funds for this purpose have been budgeted in the Community Development Professional Services Account No. 1104470-4300500. The remaining tasks will not exceed the original amount approved for the project, therefore there is no additional impact to the General Fund with this action.

Description Account Amount
C46880 – Interwest Consulting Group UNSP 1104470-4300500 $264,880 ATTACHMENTS:

1. Proposed Amendment No. 1 for Contract No. C46680.

2. Original Executed Contract No. C46680
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AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES AGREEMENT, C44860 BETWEEN THE CITY OF PALM DESERT AND INTERWEST CONSULTING GROUP, INC.,

1. Parties and Date.

This Amendment No. 1 to the Professional Services Agreement, C44860, is made and entered into as of this 22nd day of MAY, 2025, by and between the City of Palm Desert (“City”) and INTERWEST CONSULTING GROUP, INC., a Corporation, with its principal place of business at 1500 S Haven Ave, Suite 220 Ontario, CA 91761 ("Vendor"). The City and Vendor are sometimes individually referred to herein as "Party" and collectively as "Parties."

2. Recitals.

2.1 Agreement. The City and INTERWEST CONSULTING GROUP, INC., have entered into an agreement entitled “Professional Services Agreement, C44860” dated November 16, 2023 (“Agreement” or “Contract”) for the purpose of retaining the services of INTERWEST CONSULTING GROUP, INC., a Corporation to provide Professional Planning Services for Updating the University Neighborhood Specific Plan (UNSP), Project 2023- RFP-203

2.2 Amendment. The City and INTERWEST CONSULTING GROUP, INC., desire to amend the Agreement to Extend the Terms of the Agreement.

2.3 Amendment Authority. This Amendment No. 1 is authorized pursuant to Section

3.6.14 of the Agreement.

3. Terms.

3.1.2 Term 3.1.2 of the Agreement is hereby amended in its entirety to read as follows:

The term of this Agreement shall be from NOVEMBER 16, 2023, to DECEMBER 31, 2025, unless earlier terminated as provided herein. The City shall have the unilateral option, at its sole discretion, to renew this Agreement automatically for no more than ONE additional one-year term.

Consultant shall complete the Services within the term of this agreement and shall meet any other established schedules and deadlines.

3.4 Severability. If any portion of this Amendment No. 1 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.5 Counterparts. This Amendment No. 1 may be executed in duplicate originals, each 227
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of which is deemed to be an original, but when taken together shall constitute but one and the same instrument.
[SIGNATURES ON FOLLOWING PAGE]
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SIGNATURE PAGE FOR AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT, C44860 BETWEEN THE CITY OF PALM DESERT
AND INTERWEST CONSULTING GROUP, INC.

IN WITNESS WHEREOF, the Parties have entered into this Amendment No. 1 to the PROFESSIONAL SERVICES AGREEMENT, C44860 as of the day and year first above written.

CITY OF PALM DESERT
By:

Chris Escobedo
City Manager
Attest:

By:

Anthony J. Mejia
City Clerk
Approved as to form:

By:

Isra Shah
Best Best & Krieger LLP
City Attorney
INTERWEST CONSULTING GROUP, INC. A

CORPORATION
By:

Paul Meschino
President
By:

David Kniff
Assistant Secretary
City Clerk QC: _____
Contract QC: _____
Insurance:
_____
Initial Review
_____
Final Approval
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EXHIBIT “A-1”

SCOPE OF SERVICES
Project Objectives
This planning effort will focus on evaluating existing and potential land uses; analyzing circulation and infrastructure conditions; and developing land use regulations, implementation strategies and objective design guidelines to encourage appropriately scaled development within the project area. The primary objectives to be achieved through the UNSP update are:
 Consistency with General Plan Land Use and Circulation Element or consider making the Specific Plan the effective land use document over the project area.  Engage and inform the public and existing Plan area residents about transit-oriented design concepts, potential updated development standards and the UNSP update process generally through a comprehensive community involvement strategy. This strategy shall gather significant resident input from a variety of Palm Desert residents and incorporate this input into the UNSP Update policies and design guidelines.  Revise the land use plan and policy framework to transition from significant commercial use requirements to increased housing density and development, while also allowing other neighborhood supportive uses such as retail and office mixed-use throughout the Plan area.
 Improvement of motorized, non-motorized, and transit connectivity between the Plan Area, and existing and future commercial and residential areas (and circulation infrastructure) in and adjacent to Palm Desert city boundaries (as feasible).  Development and implementation of objective urban design standards which promote walkable and livable environments, compatible with the surrounding and existing development within the Plan area.
 Develop subdivision standards that promote walkable environments and incorporate policies of the General Plan.
 Prepare any necessary addenda or supplements to complete the CEQA impact analysis, building on the adopted Environmental Impact Report, as appropriate.

GENERAL
The consultant shall prepare amendments to the UNSP in accordance with Government Code Section 65450 et. seq. The proposal should address all studies, activities, and disciplines necessary to complete the amendment. Consultant responsibilities are those listed below which are not exhaustive. The City encourages innovation in concept, design and implementation. It is not intended that the plan include construction level engineering and design; however, the work must be of adequate detail to evaluate needs, capacity, and cost.  Assemble and review existing information and data.
• Develop new information and data to support the update. • Present background information and data, either within the plan document, or as a separate compendium. The consultant’s recommendation on the most effective approach is requested. All information should be made available in electronic format suitable for display on the City’s web site.
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• Prepare all text, illustrations and maps contained in the Amendment. Provide administrative draft(s) for internal City review, a screen check draft, a public review draft, and final documents reflecting all modifications directed by the City. Provide documents in sufficient quantity for review by City officials, property owners and for public circulation, and provide all materials in an electronic format suitable for publication on the City’s website.

TASK 1: PROJECT KICK-OFF
The consultant(s) and City staff will meet to review and finalize the work scope and project schedule. The meeting will include a discussion of project goals, opportunities and constraints, provision of relevant background information and documents for the existing conditions analysis, arrangement of informational meetings with relevant city staff members, development of the community engagement strategy, and project management.

Deliverables:

1.1 : Project kick-off meeting with City staff

1.2 : Memorandum summarizing the meeting (Word and PDF format) TASK 2: COMMUNITY ENGAGEMENT STRATEGY AND OUTREACH
The City is seeking to engage community participation in the UNSP update process. City staff and the consultant(s) will develop a community engagement strategy that will focus on outreach to, and inclusion of key stakeholders including residents, business owners, and property owners.

The strategy must include various forms of engagement to increase levels of community participation.

One open house/community workshop must be held as part of this Task. The purpose of the meetings is to understand the community’s vision, with a focus on new residential communities in the UNSP area, recognize attitudes surrounding what land uses and development intensity should be included in the plan, and to solicit input on opportunities, constraints, and potential changes for the area.

The consultant will be responsible for utilizing tools and developing a process to understand community preferences within the project area. Use of photo simulations and development prototypes to help identify preferences should be employed, as well as community asset mapping, allowing the community to identify concepts for improving/transforming the area. The community input will assist in guiding the development of the two land use alternatives. The consultant will lead these meetings, present plan area existing conditions and opportunities, and receive feedback from community members regarding information presented.

Webpage
The consultant will develop content and provide background and meeting information, reports and maps related to the project for a project specific webpage. The project webpage will be part of the City’s website (rather than a separate, outside website linked to the City’s). City staff will post information and keep the site current, with updated content provided by consulting staff.

Deliverables:

2.1: Community Engagement Strategy, including components as described above 231
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2.2: Visualization tools, including renderings and visual simulations (physical and electronic format)

2.3 : Project webpage content and materials

2.4 : Community Meeting #1 (including agenda, attendance, meeting materials)

2.5 : Summary of Community Meeting #1

The scenarios should be developed to support bus transit as well as to facilitate pedestrian and bicycle access. Alternatives should promote development of healthy, walkable neighborhoods and enhance opportunities for residents to easily access services and facilities throughout the Plan area and beyond. Changes to development standards or incorporation of form-based code may be considered. The alternatives should consider information prepared through the planning process and from the community outreach.

Commercial, office, residential, open space, and mixed-use land uses should be thoughtfully and strategically placed to maximize community connectivity and create a level of synergy between adjacent single-family residential neighborhoods. The alternatives should consider information generated through previous analysis, and community outreach.

Each alternative must address:
• A mix of housing units that aligns with the City’s RHNA and Housing Element. • Distribution and evaluation of proposed new uses, including affordable residential units by type and non-residential square footage by type and a planned regional park. • Roadway design alternatives to support the proposed uses and circulation, including sidewalk width, public amenities/furniture, on-street parking and curb management, including placemaking concepts.
• A transportation analysis shall be prepared for each alternative comparing how each addresses connectivity to services, schools, jobs, and transit. • The chosen alternative will include an intersection Level of Service (LOS) and Vehicle Miles Travelled (VMT) analysis for Palm Desert General Plan consistency purposes and impact analysis under CEQA. VMT analysis to be completed by a separate consultant. • A report and maps describing and analyzing the alternatives will be prepared to quantify development potential in terms of housing units, non-residential floor area, population, and employment. Projected population and jobs for each alternative shall be included.

Presentation of Land Use and Circulation Alternatives:

The consultant will present the alternatives to the staff for review, feedback, and possible refinement prior to presentation at a public meeting. At that meeting, the consultant shall utilize interactive techniques to understand participants’ preferences. This may result in a clear preference for one alternative or in a hybrid concept which combines components of each.

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to staff, and refinements will be made to the preferred alternative prior to its presentation to the Planning Commission and/or City Council. Input received at this meeting will be used to refine the alternative and develop the preferred alternative.

Deliverables:

3.1 : Display graphics illustrating the alternative land use and circulation plans with additional sketches, visual simulations, elevations, and street sections needed to convey each alternative

3.2 : Land Use and Circulation Alternatives Report

3.3 : Quantified development potential and traffic analysis for preferred alternative (meeting CEQA requirements)
TASK 4: PREFERRED LAND USE ALTERNATIVE
Based on input received at community/committee meetings, as well as input received from other methods of community outreach, the consultant(s), in consultation with City staff, will develop a preferred land use alternative which will serve as a basis for the draft Specific Plan update. The preferred alternative will be presented to staff for review and feedback. The community will also be asked to respond to the preferred plan. Input received will be used to refine the alternative and develop the draft Specific Plan update.

Deliverables:

4.1 : Preferred land use plan visuals, including sketches and elevations

4.2 : Preferred land use plan report, including quantified development potential

4.3City Council Workshop #1 to present preferred land use plan

4.4 : Community Workshop #2, including attendance and facilitation, and all necessary meeting materials

4.5 : Community Workshop #2 summary
TASK 5: INFRASTRUCTURE DEVELOPMENT AND SERVICE PLAN
Working with the staff, the consultant shall prepare a conceptual Infrastructure Development and Services Plan to determine infrastructure needed to support land uses and improvements identified in the preferred alternative, adequate to meet the needs of CEQA. The analysis shall describe infrastructure conditions and improvements needed to support the plan in terms of water, wastewater, storm drainage (including low impact development), electricity, gas, cable, telephone service, internet/fiber, transportation, greenways, and parks. Distinction shall be made between improvements needed for existing versus future development so future costs can be appropriately attributed. In addition, increased demand for public services such as transit, schools, police, and fire required to serve the Plan area should be identified. The Plan shall:
• Analyze and summarize existing and needed service capacities. 233
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• Assess the services envisioned in the UNSP area and those that would be needed with the preferred alternative.
• Provide descriptions of needed public improvements, including street improvements to City standard, upsizing of water and wastewater mains and storm drains, undergrounding utilities, and development costs.
• Provide descriptions of needed improvements associated with private utilities, such as natural gas, electric, phone, cable, and internet connectivity. • Provide descriptions of any changes required to public services and facilities. • Provide general cost estimates and phasing recommendations for needed improvements and service systems within the UNSP area.

Deliverables:

5.1 : Infrastructure Development and Services Memorandum TASK 6: DRAFT UNIVERSITY NEIGHBORHOOD SPECIFIC PLAN UPDATE The consultant shall prepare a draft updated Specific Plan in compliance with state law. The updated Specific Plan will serve as the City’s long range, comprehensive land use, circulation, and implementation plan for guiding development within the Plan boundary. The Specific Plan shall contain the following components:
• Planning Process. Description of the process to develop the Plan and the role the public played in creating the Plan.
• Land Use/Housing. Description of land use designations, including number of units, potential square footage of mixed use and or neighborhood serving retail development, and employment generating land uses. Population and job projections shall be included.

Changes to development standards or implementation of form-based code must be considered.
• Transportation. Description of circulation for motor vehicles, transit, bicycles, and pedestrians. New streets, paired one-way streets, paths, and connections shall be included. Policies regarding complete streets and the circulation element of the General Plan shall also be included.
• Public Services. Includes information about services and infrastructure needed to implement the updated Plan. This should include specific policies regarding utilities, public safety, and parks.
• Access and Connectivity Plan. Addresses access to and through the Plan area with specific focus on connecting housing, commercial, and retail with the Plan area to existing neighborhoods by all transportation modes including walking, bicycling, driving, and transit.
• Implementation and Financing Plan. Identifies actions and strategies for Plan implementation, including a rough budget estimate. Include infrastructure improvements needed for Plan implementation.

An administrative draft Specific Plan shall be prepared for review by City staff. Comments received shall be incorporated into the public review draft Specific Plan. The draft Specific Plan Update shall then be presented to the Planning Commission at a public workshop then to City Council at a Study Session to present the final draft and accept any remaining comments and requested changes.

Deliverables:
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6.1: Administrative Draft Specific Plan

6.2: Public Review Draft Specific Plan

6.3: Community Workshop #3, including attendance and facilitation, and all necessary meeting materials

6.4: Workshop #3 Summary

6.5: City Council Study Session #2, including attendance and facilitation, and all necessary meeting materials

6.6: City Council Study Session #2 summary
TASK 7: GENERAL PLAN AND ZONING AMENDMENTS
Consultant(s) and City staff will evaluate properties within the project boundaries to determine which sites would need General Plan land use amendments and UNSP rezoning based on the preferred alternative developed in Task 5.

Deliverables:

7.1: List of properties, and associated maps, requiring General Plan land use designation amendments, and to what designation they will be amended (maps must be compatible with ESRI Geographic Information Systems)

7.2: List of General Plan text amendments

7.3: List of properties, and associated maps, requiring UNSP rezoning, and to what designation they will be amended (maps must be compatible with ESRI Geographic Information Systems)

7.4: List of Zoning Code text amendments
TASK 8: ENVIRONMENTAL ANALYSIS
The proposed project is an update to the University Specific Plan that was previously analyzed by the General Plan Update & University Specific Plan EIR. Although some changes or additions to the EIR may be necessary to more fully describe and address the specifics of the proposed University Specific Plan project, the project appears to meet the requirements for an Addendum, unless any of conditions pursuant to CEQA Guidelines Section 15164 would apply.

Initial Study Checklist Approach: IW will utilize the latest City-preferred version of an Initial Study template for the CEQA analysis, appropriate for use with an EIR Addendum, to document whether or not an Addendum to the General Plan Update & University Specific Plan EIR is appropriate and applicable for the proposed project. The Initial Study will address the following issues pertaining to each CEQA Checklist question:
• The General Plan Update & University Specific Plan EIR significance conclusions for each potential impact (i.e., Less than Significant, LTS with Implementation of Mitigation Measures, or Significant and Unavoidable)
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• The Project’s relationship to the General Plan Update & University Specific Plan EIR findings (either Equal or Less Severity, or a Substantial Increase in Severity) • Applicable mitigation measures and Conditions of Approval, and • The Project’s resulting level of significance
The proposed project may meet the requirements for an Addendum pursuant to CEQA Guidelines Sections 15162, 15164, and 15168 to the extent it can be demonstrated with substantial evidence that: 1) the Project’s impacts were addressed in the General Plan Update & University Specific Plan EIR, and 2) that the Project would not generate a new environmental impact or a substantial increase in the severity of an environmental impact previously identified in the prior General Plan Update & University Specific Plan EIR. No Supplemental or Subsequent EIR would then be required.

Interwest will review all technical studies including AQ/GHG, Biological Resources, Cultural Resources, Transportation Impacts (analyze VMT and LOS), and Water Supply Assessment. If required, we will coordinate with technical consultants to complete necessary corrections and revisions to technical studies. In addition, Interwest will initiate tribal consultations in compliance with SB 18 and AB 52.

Interwest will prepare the draft Initial Study (IS) in compliance with the 2024 CEQA Statute and Guidelines and analyze the broad-scale environmental impacts of the updated Specific Plan, including: Land Use Consistency and Compatibility, Population, Housing and Employment, Transportation and Circulation, Air Quality, Energy/Climate Change, Water Usage, and Cultural Resources.

Once the draft Initial Study has been reviewed by City staff, it will be revised to address City department comments, and provide all additional deliverables as determined by the review of the draft IS.

A meeting will be held by Interwest and City staff to review the technical report findings and draft IS to determine whether the project impacts, as documented in the draft IS, can demonstrate that no new significant effects will result from the project (inclusive of required mitigation measures), or that the project’s potentially significant impacts have already been fully disclosed and evaluated in the prior General Plan Update & University Specific Plan EIR.

A draft and final EIR Addendum in compliance with the 2024 CEQA Guidelines sections 15162, 15164 and 15168 will be prepared. Interwest will deliver to all agencies on the City’s CEQA contact list and deliver to all individuals requesting notice. All comments received will be compiled and a final EIR Addendum will be prepared with Mitigation Monitoring and Reporting Program (MMRP).

Interwest staff will attend one Planning Commission meeting to approve the project and EIR Addendum. A Notice of Determination (NOD) will be prepared and filed with the Office of Planning and Research (OPR) and County Clerk.

Deliverables:

8.1: Draft and Final Initial Study and any appendices (Word & PDF)

8.2: Administrative draft EIR Addendum, (Word and PDF format)

8.3: Public review raft EIR Addendum(Word and PDF format) 236
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8.4: Final EIR Addendum t, including responses to comments and MMRP(Word & PDF format)

8.5: Notice of Determination (Word and PDF format)
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EXHIBIT "B"

SCHEDULE OF SERVICES
(SEE FOLLOWING PAGE)
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EXHIBIT "C-1"

COMPENSATION
In the event that this Agreement is renewed pursuant to Section 3.1.2, the rates set forth above may be increased or reduced each year at the time of renewal, but any increase shall not exceed the Consumer Price Index, All Urban Consumers, RiversideSan Bernardino-Ontario, CA. (SEE FOLLOWING PAGE)
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Contract No. C46680

CITY OF PALM DESERT

PROFESSIONAL SERVICES AGREEMENT

1. PARTIES AND DATE.

This Agreement is made and entered into this 16th day of November, 2023, by and between the City of Palm Desert, a municipal corporation organized under the laws of the State of California with its principal place of business at 73-510 Fred Waring Drive, Palm Desert, California 92260- 2578, County of Riverside, State of California (“ City”) and INTERWEST CONSULTING GROUP, INC, a CORPORATION, with its principal place of business at 1500 S Haven Ave, Suite 220 Ontario, CA 91761 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."

2. RECITALS.

2.1 Project.

The City is a public agency of the State of California and is in need of professional services for the following project:

Professional Planning Services for Updating the University Neighborhood Specific Plan UNSP), Project 2023-RFP-203
Hereinafter Referred to as “The Project”).

2.2 Consultant.

Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement.

Consultant is duly licensed and has the necessary qualifications to provide such services.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the services necessary for the Project (" Services").

The Services are more particularly described in Exhibit " A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

3.1.2 Term. The term of this Agreement shall be from NOVEMBER 16, 2023, to DECEMBER 31, 2024, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.

3.2 Responsibilities of Consultant.

3.2.1 Independent Contractor; Control and Payment of Subordinates.

The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee.

Any personnel performing the Services shall not be employees of City and shall at all times be under Consultant' s exclusive direction and control. Neither City, or any of its officials, officers, directors, employees or agents shall have control over the conduct of Consultant or any of DocuSign Envelope ID: 67B44BE5- 9E8A-45F0-B937-805BE2401DC3 241
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Consultants officers, employees or agents, except as set forth in this Agreement. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.

3.2.2 Schedule of Services. Consultant shall perform the Services in a prompt and timely manner in accordance with the Schedule of Services set forth in Exhibit " B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services expeditiously. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.

3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City.

3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause.

The key personnel for performance of this Agreement are as follows: RICHARD SMEATON, AICP, PRINCIPAL- IN-CHARGE and NICK PERGAKES, AICP, PROJECT MANAGER.

3.2.5 City's Representative. The City hereby designates RICHARD CANNONE, DEVELOPMENT SERVICES DIRECTOR, or his designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement City's Representative"). City's Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant but not the authority to enlarge the scope of Services or change the total compensation due to Consultant under this Agreement.

The City Manager shall be authorized to act on City's behalf and to execute all necessary documents which enlarge the scope of services or change the Consultant' s total compensation subject to the provisions contained in Section 3.3 of this Agreement. Consultant shall not accept direction or orders from any person other than the City Manager, City's Representative or his/her designee.

3.2.6 Consultant' s Representative. Consultant hereby designates RICHARD SMEATON, AICP, PRINCIPAL-IN-CHARGE and NICK PERGAKES, AICP, PROJECT MANAGER, or his designee, to act as its representative for the performance of this Agreement (" Consultant' s Representative"). Consultant' s Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant' s Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times.

3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the DocuSign Envelope ID: 67B44BE5- 9E8A-45F0-B937-805BE2401DC3 242
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standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant' s failure to comply with the standard of care provided herein. Any employee of the Consultant or its sub-consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project.

3.2.9 Period of Performance. Consultant shall perform and complete all Services under this Agreement within the term set forth in Section 3.1.2 above (“ Performance Time”). Consultant shall also perform the Services in strict accordance with any completion schedule or Project milestones described in Exhibits “ A” or “B” attached hereto, or which may be separately agreed upon in writing by the City and Consultant (“ Performance Milestones”).

Consultant agrees that if the Services are not completed within the aforementioned Performance Time and/or pursuant to any such Performance Milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged and agreed that the City will suffer damage.

Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing Party. For purposes of this Agreement, such circumstances include a Force Majeure Event. A Force Majeure Event shall mean an event that materially affects a Party’ s performance and is one or more of the following: ( 1) Acts of God or other natural disasters; ( 2) terrorism or other acts of a public enemy; ( 3) orders of governmental authorities ( including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the services); ( 4) strikes and other organized labor action occurring at the site and the effects thereof on the services, only to the extent such strikes and other organized labor action are beyond the control of Consultant and its subcontractors, and to the extent the effects thereof cannot be avoided by use of replacement workers; and ( 5) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of a public agency applicable to the services and Agreement.

Should a Force Majeure Event occur, the non-performing Party shall, within a reasonable time of being prevented from performing, give written notice to the other Party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Force Majeure Events and/or delays, regardless of the Party responsible for the delay, shall not entitle Consultant to any additional compensation.

Notwithstanding the foregoing in this section, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.

3.2.10 Laws and Regulations; Employee/ Labor Certification. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. All violations of such laws and regulations DocuSign Envelope ID: 67B44BE5- 9E8A-45F0-B937-805BE2401DC3 243
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shall be grounds for the City to terminate the Agreement for cause.

3.2.10.1 Employment Eligibility; Consultant. Consultant certifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time and shall require all subconsultants and sub-subconsultants to comply with the same. Consultant certifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the term of the Agreement.

3.2.10.2 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.

3.2.10.3 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed.

3.2.11 Insurance.

3.2.11.1 Minimum Requirements. Without limiting Consultant’ s indemnification of City, and prior to commencement of the Services, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form that is satisfactory to City.

A) General Liability Insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $ 2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO insured contract” language will not be accepted.

B) Automobile Liability Insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, nonowned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. The City’s Risk Manger may modify this requirement if it is determined that Consultant will not be utilizing a vehicle in the performance of his/her duties under this Agreement.

C) Professional Liability ( Errors & Omissions) Insurance.

Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $ 1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the DocuSign Envelope ID: 67B44BE5- 9E8A-45F0-B937-805BE2401DC3 244
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effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the Services required by this Agreement.

D) Workers’ Compensation Insurance. Consultant shall
maintain Workers’ Compensation Insurance ( Statutory Limits) and Employer’ s Liability Insurance with limits of at least $ 1,000,000). Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of the City, its officers, agents, employees, volunteers and representatives.

E) Umbrella or Excess Liability Insurance. Consultant may opt to utilize umbrella or excess liability insurance in meeting insurance requirements. In such circumstances, Consultant shall obtain and maintain an umbrella or excess liability insurance policy with limits that will provide bodily injury, personal injury and property damage liability coverage at least as broad as the primary coverages set forth above, including commercial general liability and employer’ s liability. Such policy or policies shall include the following terms and conditions:
1) A drop down feature requiring the policy to respond if any primary insurance that would otherwise have
applied proves to be uncollectible in whole or in part for any reason;
2) Pay on behalf of wording as opposed to reimbursement; 3) Concurrency of effective dates with primary policies; and 4) Policies shall “ follow form” to the underlying primary policies.
5) Insureds under primary policies shall also be insureds under the umbrella or excess policies.

F) Fidelity Coverage. Reserved.

G) Cyber Liability Insurance. Reserved.

If coverage is maintained on a claims- made basis, Consultant shall maintain such coverage for an additional period of three (3) years following termination of the Agreement.

3.2.11.2 Other Provisions or Requirements.

A) Proof of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by City’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time.

B) Duration of Coverage. Consultant shall procure and
maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Consultant, his/her agents, representatives, employees or subconsultants.

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C) Primary/ Non-Contributing. Except with respect to Workers’ Compensation coverage, Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured.

D) City’s Rights of Enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications, or is canceled and not replaced, City has the right, but not the duty, to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant, or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may terminate this Agreement.

E) Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager.

F) Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against the City, its elected or appointed officers, agents, officials, employees, volunteers, and representatives or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against the City, its elected or appointed officers, agents, officials, employees, volunteers and representatives and shall require similar written express waivers and insurance clauses from each of its subconsultants.

G) Enforcement of Contract Provisions ( non estoppel).

Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder.

H) Requirements Not Limiting. Requirements of specific
coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance.

I) Notice of Cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide City with a thirty (30) day notice of cancellation except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage.

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J) Additional Insured Status. General liability, automobile liability, and if applicable, pollution liability and cyber liability, policies shall provide or be endorsed to provide that the City and its officers, officials, employees, agents, volunteers and representatives shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement, under such policies. This provision shall also apply to any excess/ umbrella liability policies.

K) Prohibition of Undisclosed Coverage Limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing.

L) Separation of Insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’ s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’ s limits of liability. The policy(ies) shall not contain any cross-liability exclusions.

M) Pass Through Clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party involved with the Project who is brought onto or involved in the Project by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subconsultants, subcontractors, and others engaged in the Project will be submitted to City for review.

N) City’s Right to Revise Specifications. The City and the City’s Risk Manager reserve the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving the Consultant ninety ( 90) days advance written notice of such change. If such change results in additional cost to the Consultant, the City and Consultant may renegotiate Consultant’ s compensation. If the City reduces the insurance requirements, the change shall go into effect immediately and require no advanced written notice.

O) Self-Insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City.

P) Timely Notice of Claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant’ s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies.

Q) Additional Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Services.

3.2.12 Water Quality Management and Compliance. Consultant shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Services including, without limitation, all applicable provisions of the City’s ordinances regulating water quality and storm water; the Federal Water Pollution Control Act ( 33 U.S.C. 1251, et seq.); the California Porter-Cologne Water Quality Control Act (Water Code § 13000 DocuSign Envelope ID: 67B44BE5- 9E8A-45F0-B937-805BE2401DC3 247
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et seq.); and any and all regulations, policies, or permits issued pursuant to any such authority.

Consultant must comply with the lawful requirements of the City, and any other municipality, drainage district, or other local agency with jurisdiction over the location where the Services are to be conducted, regulating water quality and storm water discharges. Failure to comply with laws, regulations, and ordinances listed in this Section is a violation of federal and state law.

Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the work assigned to them without impacting water quality in violation of the laws, regulations and policies of this Section.

3.3 Fees and Payments.

3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit " C" attached hereto and incorporated herein by reference. The total compensation shall not exceed TWO HUNDRED SIXTY-FOUR THOUSAND EIGHT HUNDRED EIGHTY DOLLARS 264,880) without written approval of the City Council or City Manager, as applicable.

3.3.2 Payment of Compensation. Consultant shall submit to City monthly invoices which provide a detailed description of the Services and hours rendered by Consultant.

City shall, within 30 days of receiving such invoice, review the invoice and pay all non-disputed and approved charges. If the City disputes any of Consultant' s fees, the City shall give written notice to Consultant within thirty ( 30) days of receipt of an invoice of any disputed fees set forth therein. Consultant shall submit its final invoice to City within thirty ( 30) days from the last date of provided Services or termination of this Agreement and failure by the Consultant to submit a timely invoice may constitute a waiver of its right to final payment. Payment shall not constitute acceptance of any Services completed by Consultant. The making of final payment shall not constitute a waiver of any claims by the City for any reason whatsoever.

3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit " C" of this Agreement.

3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement.

Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City.

3.4 Labor Code Requirements.

3.4.1 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on " public works" and " maintenance" projects. If the Services are being performed as part of an applicable " public works" or maintenance" project, as defined by the Prevailing Wage Laws, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant' s principal place of business and at the project site. It is the intent of the parties to effectuate the requirements of sections 1771, 1774, 1775, 1776, 1777.5, 1813, and 1815 of the Labor Code within this Agreement, and Consultant shall therefore comply with such Labor Code DocuSign Envelope ID: 67B44BE5- 9E8A-45F0-B937-805BE2401DC3 248
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sections to the fullest extent required by law. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, agents, volunteers and representatives, free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

3.4.2 Registration/ DIR Compliance. If the Services are being performed on a public works project of over $ 25,000 when the project is for construction, alteration, demolition, installation, or repair work, or a public works project of over $ 15,000 when the project is for maintenance work, in addition to the foregoing, then pursuant to Labor Code sections 1725.5 and 1771. 1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations (“ DIR”). Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants. This Project may also be subject to compliance monitoring and enforcement by the DIR. It shall be Consultant’ s sole responsibility to comply with all applicable registration and labor compliance requirements, including the submission of payroll records directly to the DIR. Any stop orders issued by the DIR against Consultant or any subconsultant that affect Consultant’ s performance of Services, including any delay, shall be Consultant’ s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, agents, volunteers and representatives free and harmless from any claim or liability arising out of stop orders issued by the DIR against Consultant or any subconsultant.

3.4.3 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker' s Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.

3.5 Accounting Records.

3.5.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three ( 3) years from the date of final payment under this Agreement.

3.6 General Provisions.

3.6.1 Termination of Agreement.

3.6.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those Services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. The rights and remedies of the City provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law, equity or under this Agreement.

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3.6.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request.

3.6.1.3 Early Termination. Notwithstanding any provision herein to the contrary, if for any fiscal year of this Agreement the City Council fails to appropriate or allocate funds for future payment under the Agreement after exercising reasonable efforts to do so, the City may upon seven ( 7) days’ written notice, order work on the Project to cease. Upon termination, Consultant shall be compensated only for those Services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation.

3.6.1.4 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

3.6.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:

Consultant: Interwest Consulting Group, Inc,
1500 S Haven Ave, Suite 220
Ontario, CA 91761
ATTN: Richard Smeaton, AICP, Principal-In-Charge
City of Palm Desert
73-510 Fred Waring Drive
Palm Desert, CA 92260
ATTN: Richard D. Cannone, AICP, Development Services
Director
Such notice shall be deemed made when personally delivered or when mailed, forty- eight ( 48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.6.3 Ownership of Materials and Confidentiality.

3.6.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement (" Documents & Data"). All Documents & Data shall be and remain the property of City, and shall not be used in whole or in substantial part by Consultant on other projects without the City’s express written permission. Within thirty (30) days following the completion, suspension, abandonment or termination of this Agreement, Consultant shall provide to City reproducible copies of all Documents & Data, in a form and amount required by City. City reserves the right to select the method of document reproduction and to establish where the reproduction will be accomplished. The reproduction expense shall be borne by City at the actual cost of duplication. In the event of a dispute regarding the amount of compensation DocuSign Envelope ID: 67B44BE5- 9E8A-45F0-B937-805BE2401DC3 250
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to which the Consultant is entitled under the termination provisions of this Agreement, Consultant shall provide all Documents & Data to City upon payment of the undisputed amount. Consultant shall have no right to retain or fail to provide to City any such documents pending resolution of the dispute. In addition, Consultant shall retain copies of all Documents & Data on file for a minimum of fifteen (15) years following completion of the Project, and shall make copies available to City upon the payment of actual reasonable duplication costs. Before destroying the Documents & Data following this retention period, Consultant shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents. For the avoidance of doubt, nothing in this Agreement shall be understood to grant City ownership of pre-existing intellectual property of Consultant, including Consultant software and licensed software, or to any improvements thereto.

3.6.3.2 Subconsultants. Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by professionals other than Consultant or its subconsultants, or those provided to Consultant by the City.

3.6.3.3 Right to Use. City shall not be limited in any way in its use or reuse of the Documents and Data or any part of them at any time for purposes of this Project or another project, provided that any such use not within the purposes intended by this Agreement or on a project other than this Project without employing the services of Consultant shall be at City’ s sole risk. If City uses or reuses the Documents & Data on any project other than this Project, it shall remove the Consultant’ s seal from the Documents & Data and indemnify and hold harmless Consultant and its officers, directors, agents and employees from claims arising out of the negligent use or re-use of the Documents & Data on such other project. Consultant shall be responsible and liable for its Documents & Data, pursuant to the terms of this Agreement, only with respect to the condition of the Documents & Data at the time they are provided to the City upon completion, suspension, abandonment or termination. Consultant shall not be responsible or liable for any revisions to the Documents & Data made by any party other than Consultant, a party for whom the Consultant is legally responsible or liable, or anyone approved by the Consultant.

3.6.3.4 Indemnification – Documents and Data. Consultant shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers, agents and representatives free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by City of the Documents & Data, including any method, process, product, or concept specified or depicted. Consultant shall have no liability arising from the use of any Documents & Data for any purpose or on any project other than that for which it was produced.

3.6.3.5 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use DocuSign Envelope ID: 67B44BE5- 9E8A-45F0-B937-805BE2401DC3 251
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City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.

3.6.3.6 Confidential Information. The City shall refrain from releasing Consultant’ s proprietary information (" Proprietary Information") unless the City's legal counsel determines that the release of the Proprietary Information is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent jurisdiction, in which case the City shall notify Consultant of its intention to release Proprietary Information. Consultant shall have five (5) working days after receipt of the release notice to give City written notice of Consultant' s objection to the City's release of Proprietary Information.

Consultant shall indemnify, defend and hold harmless the City, and its officers, directors, employees, agents, volunteers and representatives from and against all liability, loss, cost or expense ( including attorney’ s fees) arising out of a legal action brought to compel the release of Proprietary Information. City shall not release the Proprietary Information after receipt of an objection notice unless either: (1) Consultant fails to fully indemnify, defend ( with City's choice of legal counsel), and hold City harmless from any legal action brought to compel such release; and/or (2) a final and non-appealable order by a court of competent jurisdiction requires that City release such information.

3.6.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.

3.6.5 [ Reserved]

3.6.6 Indemnification.

3.6.6.1 To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing and selected from Consultant' s insurance carrier's panel counsel), indemnify and hold the City, its officials, officers, employees, volunteers, agents, and representatives free and harmless from any and all third party claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, to the extent arising out of, pertaining to, or incident to any negligent acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subconsultants or agents in connection with the performance of the Consultant’ s Services, the Project or this Agreement, including without limitation the payment of all expert witness fees, attorney’ s fees and other related costs and expenses except such loss or damage caused by the sole or active negligence or willful misconduct of the City. Consultant' s obligation to indemnify shall survive expiration or termination of this Agreement and shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, volunteers, or representatives. Notwithstanding any provision of law to the contrary, Consultant shall have the right to control the defense and settlement of any action for which indemnification is sought, provided that it shall not enter into any settlement that requires an admission of wrongdoing by any indemnitee without that indemnitee’ s approval. Consultant’ s obligations under this Agreement are contingent upon timely receipt of notice of the claim for which indemnification is sought, such that defense of the claim is not prejudiced, and the reasonable assistance of the indemnitee in connection with the defense of the claim.

3.6.6.2 If Consultant’ s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’ s performance as a “ design professional” ( as that term is defined under Civil Code section 2782. 8), then, and only to the extent required by Civil Code section 2782. 8, which is fully incorporated herein, Consultant’ s indemnification obligation shall be DocuSign Envelope ID: 67B44BE5- 9E8A-45F0-B937-805BE2401DC3 252
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limited to claims to the extent that they arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon agreement of parties or Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’ s liability for such claim, including the cost to defend, shall not exceed the Consultant’ s proportionate percentage of fault.

3.6.7 Entire Agreement. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements.

3.6.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Riverside County.

3.6.9 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3.6.10 City' s Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.

3.6.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties.

3.6.12 Assignment; Subcontracting. Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, , which shall not be unreasonably delayed or withheld.. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Consultant shall not subcontract any portion of the Services required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.

3.6.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, volunteers and representatives except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

3.6.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3.6.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.

3.6.16 No Third- Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

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3.6.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.6.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

3.6.19 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

3.6.20 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

3.6.21 Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not limited to, the indemnification obligations, shall survive any such expiration or termination.

SIGNATURES ON NEXT PAGE]
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SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT

BY AND BETWEEN THE CITY OF PALM DESERT
AND INTERWEST CONSULTING GROUP, INC.

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed on the day and year first above written.

CITY OF PALM DESERT
By:

L. TODD HILEMAN

CITY MANAGER
ATTEST:

By:

ANTHONY J. MEJIA

CITY CLERK
APPROVED AS TO FORM:

By:

BEST BEST & KRIEGER LLP

CITY ATTORNEY
INTERWEST CONSULTING GROUP, INC.

By:______________________________________

PAUL MESCHINO

PRESIDENT
By:______________________________________

DAVID KNIFF

ASSISTANT SECRETARY
MN
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Exhibit “ A”
EXHIBIT "A"

Consistency with General Plan Land Use and Circulation Element or consider making the Specific Plan the effective land use document over the project area.

Engage and inform the public and existing Plan area residents about transit- oriented design concepts, potential updated development standards and the UNSP update process generally through a comprehensive community involvement strategy. This strategy shall gather significant resident input from a variety of Palm Desert residents and incorporate this input into the UNSP Update policies and design guidelines.

Revise the land use plan and policy framework to transition from significant commercial use requirements to increased housing density and development, while also allowing other neighborhood supportive uses such as retail and office mixed- use throughout the Plan area.

Improvement of motorized, non-motorized, and transit connectivity between the Plan Area, and existing and future commercial and residential areas ( and circulation infrastructure) in and adjacent to Palm Desert city boundaries ( as feasible).

Development and implementation of objective urban design standards which promote walkable and livable environments, compatible with the surrounding and existing development within the Plan area.

Develop subdivision standards that promote walkable environments and incorporate policies of the General Plan.

Prepare any necessary addenda or supplements to complete the CEQA impact analysis, building on the adopted Environmental Impact Report, as appropriate.

Assemble and review existing information and data.

Develop new information and data to support the update.

Present background information and data, either within the plan document, or as a separate compendium. The consultant’ s recommendation on the most effective approach is requested. All information should be made available in electronic format suitable for display on the City’s web site.

Prepare all text, illustrations and maps contained in the Amendment. Provide administrative draft( s) for internal City review, a screen check draft, a public review draft, and final documents reflecting all modifications directed by the City. Provide documents in sufficient quantity for review by City officials, property owners and for public DocuSign Envelope ID: 67B44BE5- 9E8A-45F0-B937-805BE2401DC3 256
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Exhibit “ A”
circulation, and provide all materials in an electronic format suitable for publication on the City’s website.

TASK 1: PROJECT KICK-OFF
The consultant( s) and City staff will meet to review and finalize the work scope and project schedule. The meeting will include a discussion of project goals, opportunities and constraints, provision of relevant background information and documents for the existing conditions analysis, arrangement of informational meetings with relevant city staff members, development of the community engagement strategy, and project management.

Deliverables:

1.1: Project kick-off meeting with City staff

1.2: Memorandum summarizing the meeting ( Word and PDF format) TASK 2: COMMUNITY ENGAGEMENT STRATEGY AND OUTREACH
The City is seeking to engage community participation in the UNSP update process. City staff and the consultant( s) will develop a community engagement strategy that will focus on outreach to, and inclusion of key stakeholders including residents, business owners, and property owners. The strategy must include various forms of engagement to increase levels of community participation.

One open house/ community workshop must be held as part of this Task. The purpose of the meetings is to understand the community’ s vision, with a focus on new residential communities in the UNSP area, recognize attitudes surrounding what land uses and development intensity should be included in the plan, and to solicit input on opportunities, constraints, and potential changes for the area.

The consultant will be responsible for utilizing tools and developing a process to understand community preferences within the project area. Use of photo simulations and development prototypes to help identify preferences should be employed, as well as community asset mapping, allowing the community to identify concepts for improving/ transforming the area. The community input will assist in guiding the development of the two land use alternatives. The consultant will lead these meetings, present plan area existing conditions and opportunities, and receive feedback from community members regarding information presented.

Webpage
The consultant will develop content and provide background and meeting information, reports and maps related to the project for a project specific webpage. The project webpage will be part of the City’ s website ( rather than a separate, outside website linked to the City’s). City staff will post information and keep the site current, with updated content provided by consulting staff.

Deliverables:

2.1: Community Engagement Strategy, includes components as described above

2.2: Visualization tools, including renderings and visual simulations ( physical and electronic format)
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Exhibit “ A”

2.3: Project webpage content and materials

2.4: Community Meeting ( including agenda, attendance, meeting materials)

2.5: Summary of Community Meeting

2.6: Potential supplementary meetings with City Staff and relevant stakeholders TASK 3: OPPORTUNITY SITE ANALYSIS AND ALTERNATIVE LAND USE ANALYSIS Following the initial meetings and outreach, the consultant shall develop the land use alternatives. The scenarios should be developed to support bus transit as well as to facilitate pedestrian and bicycle access. Alternatives should promote development of healthy, walkable neighborhoods and enhance opportunities for residents to easily access services and facilities throughout the Plan area and beyond. Changes to development standards or incorporation of form- based code may be considered. The alternatives should consider information prepared through the planning process and from the community outreach.

Commercial, office, residential, open space, and mixed-use land uses should be thoughtfully and strategically placed to maximize community connectivity and create a level of synergy between adjacent single- family residential neighborhoods. The alternatives should consider information generated through previous analysis, community outreach, and TAC feedback.

Each alternative must address:

A mix of housing units that aligns with the City’ s RHNA and Housing Element.

Distribution and evaluation of proposed new uses, including affordable residential units by type and non-residential square footage by type and a planned regional park.

Roadway design alternatives to support the proposed uses and circulation, including sidewalk width, public amenities/ furniture, on-street parking and curb management, including placemaking concepts.

A transportation analysis shall be prepared for each alternative comparing how each addresses connectivity to services, schools, jobs, and transit.

The chosen alternative will include an intersection Level of Service ( LOS) and Vehicle Miles Travelled ( VMT) analysis for Palm Desert General Plan consistency purposes and impact analysis under CEQA.

A report and maps describing and analyzing the alternatives will be prepared to quantify development potential in terms of housing units, non-residential floor area, population, and employment. Projected population and jobs for each alternative shall be included.

Presentation of Land Use and Circulation Alternatives:

Based upon input received, the consultant shall develop a preferred land use and circulation alternative which will serve as the basis for the Specific Plan Update. This Plan will be presented to staff, and refinements will be made to the preferred alternative prior to its presentation to the Planning Commission and/or City Council. Input received at this meeting will DocuSign Envelope ID: 67B44BE5- 9E8A-45F0-B937-805BE2401DC3 258
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Exhibit “ A”
be used to refine the alternative and develop the preferred alternative.

Deliverables:

3.1: Display graphics illustrating the alternative land use and circulation plans with additional sketches, visual simulations, elevations, and street sections needed to convey each alternative

3.2: Land Use and Circulation Alternatives Report

3.3: Quantified development potential and traffic analysis for preferred alternative ( meeting CEQA requirements)

3.4: Community Meeting notice/agenda

3.5: Community Meeting, including attendance and facilitation, and all necessary meeting materials

3.6: Community Meeting summary
TASK 4: PREFERRED LAND USE ALTERNATIVE
Based on input received at community/ committee meetings, as well as input received from other methods of community outreach, the consultant( s), in consultation with City staff, will develop a preferred land use alternative which will serve as a basis for the draft Specific Plan update. The preferred alternative will be presented to staff for review and feedback. The community will also be asked to respond to the preferred plan. Input received will be used to refine the alternative and develop the draft Specific Plan update.

Deliverables:

4.1: Preferred land use plan visuals, including sketches and elevations

4.2: Preferred land use plan report, including quantified development potentials

4.3: Planning Commission and Architectural Review Commission Joint Public Workshop, including attendance and facilitation, and all necessary meeting materials

4.4: Meeting 3 summary
TASK 5: INFRASTRUCTURE DEVELOPMENT AND SERVICE PLAN
Working with the staff, the consultant shall prepare a conceptual Infrastructure Development and Services Plan to determine infrastructure needed to support land uses and improvements identified in the preferred alternative, adequate to meet the needs of CEQA. The analysis shall describe infrastructure conditions and improvements needed to support the plan in terms of water, wastewater, storm drainage ( including low impact development), electricity, gas, cable, telephone service, internet/ fiber, transportation, greenways, and parks. Distinction shall be made between improvements needed for existing versus future development so future costs can be appropriately attributed. In addition, increased demand for public services such as transit, schools, police, and fire required to serve the Plan area should be identified. The Plan shall:

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Exhibit “ A”
Analyze and summarize existing and needed service capacities.

Assess the services envisioned in the UNSP area and those that would be needed with the preferred alternative.

Provide descriptions of needed public improvements, including street improvements to City standard, upsizing of water and wastewater mains and storm drains, undergrounding utilities, and development costs.

Provide descriptions of needed improvements associated with private utilities, such as natural gas, electric, phone, cable, and internet connectivity.

Provide descriptions of any changes required to public services and facilities.

Provide general cost estimates and phasing recommendations for needed improvements and service systems within the UNSP area.

Deliverables:

5.1: Infrastructure Development and Services Report
TASK 6: DRAFT UNIVERSITY NEIGHBORHOOD SPECIFIC PLAN UPDATE The consultant shall prepare a draft updated Specific Plan in compliance with state law. The updated Specific Plan will serve as the City’s long range, comprehensive land use, circulation, and implementation plan for guiding development within the Plan boundary. The Specific Plan shall contain the following components:

Planning Process. Description of the process to develop the Plan and the role the public played in creating the Plan.

Land Use/Housing. Description of land use designations, including number of units, potential square footage of mixed use and or neighborhood serving retail development, and employment generating land uses. Population and job projections shall be included.

Changes to development standards or implementation of form-based code must be considered.

Transportation. Description of circulation for motor vehicles, transit, bicycles, and pedestrians. New streets, paired one-way streets, paths, and connections shall be included. Policies regarding complete streets and the circulation element of the General Plan shall also be included.

Public Services. Includes information about services and infrastructure needed to implement the updated Plan. This should include specific policies regarding utilities, public safety, parks.

Access and Connectivity Plan. Addresses access to and through the Plan area with specific focus on connecting housing, commercial, and retail with the Plan area to existing neighborhoods by all transportation modes including walking, bicycling, driving, and transit.

Implementation and Financing Plan. Identifies actions and strategies for Plan implementation, including a rough budget estimate. Include infrastructure improvements needed for Plan implementation.

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Exhibit “ A”
Deliverables:

6.1: Administrative Draft Specific Plan

6.2: Public Review Draft Specific Plan

6.3: Planning Commission Workshop, including attendance and facilitation, and all necessary meeting materials

6.4: Workshop Summary

6.5: City Council Study Session, including attendance and facilitation, and all necessary meeting materials

6.6: City Council Study Session summary
TASK 7: GENERAL PLAN AND ZONING AMENDMENTS
Consultant( s) and City staff will evaluate properties within the project boundaries to determine which sites would need General Plan land use amendments and UNSP rezoning based on the preferred alternative developed in Task 5.

Deliverables:

7.1: List of properties, and associated maps, requiring General Plan land use designation amendments, and to what designation they will be amended ( maps must be compatible with ESRI Geographic Information Systems)

7.2: List of General Plan text amendments

7.3: List of properties, and associated maps, requiring UNSP rezoning, and to what designation they will be amended ( maps must be compatible with ESRI Geographic Information Systems)

7.4: List of Zoning Code text amendments
TASK 8: ENVIRONMENTAL ANALYSIS
The project consultant must prepare an Initial Study which will analyze the broad- scale environmental impacts of the updated Specific Plan. Additionally, Consultant( s) will be responsible for the preparation of a Negative Declaration, Mitigated Declaration, or Environmental impact Report ( EIR) Or Addendum as determined by the Initial Study. Additional deliverables associated with this Task are dependent on the findings from the Initial Study and should be included as an optional item in proposal.

Consultant must review the adopted and certified UNSP Environmental Impact Report ( EIR) and determine the appropriate process for conducting the UNSP update, in a manner consistent with the provisions of the California Environmental Quality Act (CEQA). The consultant shall also prepare responses to comments received during the public review period, a mitigation monitoring and reporting program, and statement of overriding considerations, as necessary. At a minimum, the environmental analysis shall evaluate all necessary environmental factors and shall considered the following areas:

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Exhibit “ A”
Land Use Consistency and Compatibility. The analysis will describe existing land use and development patterns and evaluate the proposed project’s consistency with adopted City plans and policies.

Population, Housing and Employment. The environmental analysis will analyze projected population, housing and employment impacts of the draft Specific Plan update.

Transportation and Circulation. The environmental analysis will define and establish both the Transit Priority Area( s) within the Plan area and Vehicle Miles Traveled ( VMT) standards as recommended by the Governor’ s Office of Planning and Research for residential, office and retail development and in accordance with City adopted guidelines. The analysis will further analyze VMT per capita associated with the proposed land uses within the Plan area. The analysis shall also evaluate the Level of Service ( LOS) impacts of the amendment.

Air Quality. The environmental analysis will address the project’ s impact on air pollutants and their precursors as well as localized carbon monoxide impacts utilizing the appropriate air quality modeling tools. The analysis will address both operational, including vehicular emissions ( long term), and construction level ( short term) impacts on local and regional air quality.

Energy/ Climate Change. Changes in energy consumption anticipated through implementation of the draft Specific Plan update shall be analyzed. Greenhouse gas emissions anticipated from the project shall be included. The environmental analysis shall analyze how development anticipated by the Specific Plan will be affected by climate change and how implementation of the Plan will affect climate change. While analysis of this topic is evolving, this environmental analysis should include the most current thinking and practice regarding impacts of greenhouse gas emissions.

Water Usage. Evaluate if a water supply verification/ water supply assessment is required based on any potential increases in total dwelling units or employment.

Cultural Resources. Evaluate cultural and tribal resources within the specific plan area and coordinate required tribal consultation pursuant to SB 18, and/or AB 52.

In addition, the environmental analysis shall include discussion of growth inducing and cumulative impacts, and significant, unavoidable impacts, if any and as needed.

If required, pursuant to CEQA, the consultant will facilitate a scoping meeting and a public hearing on the environmental analysis at the Planning Commission. The consultant shall prepare responses to comments received during the public review period and at the public hearing on the environmental analysis. The consultant shall coordinate the printing of all final environmental documents.

Deliverables:

8.1: Initial Study and any appendices ( Word & PDF)

8.2: Notice of Preparation/ Scoping Meeting ( Word & PDF format)

8.3: Public scoping meeting for environmental analysis preparation

8.4: Administrative draft environmental analysis, ( Word and PDF format)

8.5: Draft environmental analysis, ( Word and PDF format)

8.6: Final environmental analysis, including draft environmental analysis and response to comments ( Word & PDF format)
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Exhibit “ A”
TASK 9: PRESENTATION AND ADOPTION OF DRAFT UNSP AND ENVIRONMENTAL

ANALYSIS
The consultant, in collaboration with City staff, will prepare the Planning Commission and City Council packet materials, including the staff report, PowerPoint presentation, resolutions and ordinances, and present the draft Specific Plan update, and any necessary environmental analysis, at public hearings before the Commission and Council. The consultant shall make any final revisions to the Specific Plan and environmental analysis based on changes adopted by the City Council.

Deliverables:

9.1: Planning Commission staff report and PowerPoint presentation

9.2: Presentation of draft UNSP update at Planning Commission public hearing

9.3: City Council staff report and PowerPoint presentation

9.4: Presentation of draft UNSP update at up to two (2) City Council public hearings

9.5: Adopted Specific Plan, electronic copy in Word and PDF format (graphics/ maps shall be prepared in a graphics file in a format that is editable by the City).

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Contract No. ____________
Exhibit “ B”
EXHIBIT "B"

SCHEDULE OF SERVICES
The term of this Agreement shall be from NOVEMBER 16, 2023, to DECEMBER 31, 2024, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.

SEE ATTACHED PROPOSAL
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Contract No. ____________
Exhibit “ C”
EXHIBIT "C"

COMPENSATION

SEE ATTACHED COST PROPOSAL
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CITY OF PALM DESERT

STAFF REPORT
MEETING DATE: May 22, 2025
PREPARED BY: Brad Chuck, Public Works Superintendent
Shawn Muir, Community Services Manager
SUBJECT: AWARD CONTRACT TO VINTAGE LANDSCAPE, OF BERMUDA DUNES, CA, FOR LANDSCAPE MAINTENANCE AREA NO. 16 AND
ADDITIONAL WORK (PROJECT NO. MLS00016)
RECOMMENDATION:

1. Award a maintenance services agreement with Vintage Landscape of Bermuda Dunes, California, for Landscape Maintenance Area No. 16 at an annual cost of $504,600, subject to CPI increases, for a three-year term, with two one-year extension options.

2. Authorize additional work for street maintenance and landscape services in an annual amount not to exceed $100,920.

3. Authorize the City Attorney to make necessary non-monetary changes to the agreement.

4. Authorize the City Manager to execute agreement, amendments, changes, and all documents necessary to effectuate this action, in accordance with Section 3.30.170 of the Palm Desert Municipal Code.

BACKGROUND/ANALYSIS:

A Landscape Maintenance Area (LMA) is a defined area in which multiple maintenance zones are grouped together under a single contract to improve coordination, reduce costs, and ensure consistent service delivery. Landscape Maintenance Area No. 16 (LMA 16) includes the monthly landscape maintenance of Cahuilla Park, Homme Adams Park, Freedom Park, University Park, Joe Mann Park, Hovley Soccer Park, Palm Village Park, Ironwood Park, Washington Charter Park, Haystack Drainage Channel, Smoke Tree Natural Area, Robert A. Spiegel, University Park, and Freedom Park Community Gardens. The current monthly maintenance contract for LMA 16 is set to expire on June 30, 2025.

Therefore, on March 12, 2025, the project was advertised for proposals through the City’s bid management portal OpenGov (2025-RFP-148), and on April 15, 2025, received seven proposals. A committee evaluated the proposals based on clarity, quality of the work plan, experience, references, and cost. The proposals were ranked as follows:

VENDOR LOCATION RANKING BID

AMOUNTS

ADDITIONAL
WORK (20%)
TOTAL
AMOUNT
Vintage Landscape Bermuda Dunes, CA 1 $504,600.00 $100,920.00 $605,520.00 Mariposa Landscapes Irwindale, CA 2 $500,388.48 $125,097.12 $625,485.60 Excel Landscape Corona, CA 3 $947,880.00 $236,970.00 $1,184,850.00 Universal Green Desert Hot Springs, CA 4 $504,960.00 $126,240.00 $631,200.00 Southwest Landscape Indio, CA 5 $811,908.10 $202,977.03 $1,014,885.13 Urban Habitat Palm Desert, CA 6 $467,532.00 $116,883.00 $584,415.00 Kirkpatrick Landscaping Bermuda Dunes, CA 7 $838,368.00 $209,592.00 $1,047,960.00 295
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Award Contract for Landscape Maintenance Area 16

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Based on the review, staff recommend awarding a contract to Vintage Landscape for a threeyear term beginning July 1, 2025, with an option for two one-year extensions. The base contract includes monthly maintenance tasks such as raking, weed abatement, pruning, irrigation inspections, trash and debris removal, and other routine services performed according to a Cityprovided frequency schedule.

Vintage Landscape submitted the most realistic and comprehensive pricing in alignment with the scope of work. Based on the City's experience and industry standards, some of the lower-cost proposals raised concerns about their ability to meet the service levels of this community.

Vintage Landscape’s proposal demonstrated a clear understanding of the required tasks, appropriate staffing, and consistent quality, making them the most qualified and reliable choice.

The funding request also includes additional work in the amount of $100,920. This allocation ensures the contract limit is not exceeded while allowing flexibility to address unforeseen but essential landscape maintenance and street maintenance needs. Additional work includes, but is not limited to, irrigation and lighting repairs, replacement of trees or shrubs, pest control, damage from accidents or vandalism, sign replacements, and minor enhancement projects as needed. When extra work arises, the vendor responsible for maintaining the designated LMA is typically the most cost-effective and responsive option, as their staff is already onsite.

Legal Review:

This report has been reviewed by the City Attorney’s Office.

FINANCIAL IMPACT:

The annual maintenance budget for Landscape Maintenance Area No. 16 is included in the Public Works Department’s proposed operations budget for Fiscal Year 2025-26 under the Parks, Community Gardens, and Haystack Channel R/M Accounts.

The table below outlines the maintenance budget and cost for LMA 16:

Description Proposed Budget Contract Amount Balance
Parks - 1104611-4332001 $550,000
Comm Gardens - 1104611-4339100 $40,000
Haystack - 2764374-4332000 $77,500
LMA 16 – Monthly Maintenance $504,600
LMA 16 – Extra Work $100,920
Total $667,500 $605,520 $61,980
The remaining balance may be used as needed for other services. Funding for this agreement in future fiscal years will be subject to City Council approval of the related budget requests.

ATTACHMENTS:

1. Maintenance Services Agreement

2. Payment and Performance Bonds

3. Proposal

4. LMA 16 Vicinity Map
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CITY OF PALM DESERT

MAINTENANCE SERVICES AGREEMENT

1. Parties and Date. This Agreement is made and entered into this 22nd day of May, 2025, by and between the City of Palm Desert, a municipal corporation organized under the laws of the State of California with its principal place of business at 73-510 Fred Waring Drive, Palm Desert, California 92260-2578, (“City”) and Vintage Landscape, a Corporation, with its principal place of business at 78755 Darby Road, Bermuda Dunes, CA 92203 ("Vendor"). The City and Vendor are sometimes individually referred to herein as "Party" and collectively as "Parties."

2. Recitals.

2.1 Contractor.

Contractor desires to perform and assume responsibility for the provision of certain maintenance services required by the City on the terms and conditions set forth in this Agreement.

Contractor represents that it is experienced in providing maintenance services to public clients, that it and its subcontractors have all necessary licenses and permits to perform the services in the State of California, and that it is familiar with the plans of City. Contractor shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.

2.2 Project.

The City is a public agency of the State of California and is in need of services for the following project:

Landscape Maintenance Area No. 16 Project
Project No. MLS00016
(hereinafter referred to as “the Project”).

3. Terms.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Contractor promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the maintenance services necessary for the Project (“Services”).

The Services are more particularly described in Exhibit “A” attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state, and federal laws, rules and regulations.

3.1.2 Term. The term of this Agreement shall be from July 1, 2025, to June 30, 2028, unless earlier terminated as provided herein. The City shall have the unilateral option at its sole discretion, to renew this Agreement automatically for no more than 2 additional one-year terms. Contractor shall complete the Services within the term of this Agreement and shall meet any other established schedules and deadlines. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Services.

3.2 Responsibilities of Contractor.

3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Contractor or under its supervision. Contractor will determine the means, methods, and details of performing the Services subject to the requirements of this 297
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Agreement. City retains Contractor on an independent contractor basis and not as an employee.

Any personnel performing the Services under this Agreement on behalf of Contractor shall not be employees of City and shall at all times be under Contractor’s exclusive direction and control.

Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation insurance.

3.2.3 Conformance to Applicable Requirements. All work prepared by Contractor shall be subject to the approval of City.

3.2.4 City’s Representative. The City hereby designates Randy Chavez, Director of Public Works , or his or her designee, to act as its representative for the performance of this Agreement (“City’s Representative”). City’s Representative shall have the power to act on behalf of the City for all purposes under this Agreement except for increasing compensation. Contractor shall not accept direction or orders from any person other than the City’s Representative or his or her designee.

3.2.5 Contractor’s Representative. Contractor hereby designates Kyle Gritters, CEO, or his or her designee, to act as its representative for the performance of this Agreement (“Contractor’s Representative”). Contractor’s Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. The Contractor’s Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.2.6 Coordination of Services. Contractor agrees to work closely with City staff in the performance of Services and shall be available to City’s staff, consultants, and other staff at all reasonable times.

Any employee of the Contractor or its sub-contractors who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat 298
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to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Contractor and shall not be re-employed to perform any of the Services or to work on the Project.

3.2.8 Period of Performance and Liquidated Damages. Contractor shall perform and complete all Services under this Agreement within the term set forth in Section 3.1.2 above (“Performance Time”). Contractor shall perform the Services in strict accordance with any completion schedule or Project milestones described in Exhibits “A” or “B” attached hereto, or which may be provided separately in writing to the Contractor. Contractor agrees that if the Services are not completed within the aforementioned Performance Time and/or pursuant to any such completion schedule or Project milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged and agreed that the City will suffer damage. Pursuant to Government Code Section 53069.85, Contractor shall pay to the City as fixed and liquidated damages, and not as a penalty, the sum of Two Hundred Fifty Dollars ($250.00) per day for each and every calendar day of delay beyond the Performance Time or beyond any completion schedule or Project milestones established pursuant to this Agreement.

3.2.9 Disputes. Should any dispute arise respecting the true value of any work done, of any work omitted, or of any extra work which Contractor may be required to do or respecting the size of any payment to Contractor during the performance of this Contract, Contractor shall continue to perform the Work while said dispute is decided by the City. If Contractor disputes the City’s decision, Contractor shall have such remedies as may be provided by law.

3.2.10 Laws and Regulations; Employee/Labor Certifications. Contractor shall keep itself fully informed of and in compliance with all local, state, and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. All violations of such laws and regulations shall be grounds for the City to terminate the Agreement for cause. City is a public entity of the State of California subject to certain provisions of the Health & Safety Code, Government Code, Public Contract Code, and Labor Code of the State. It is stipulated and agreed that all provisions of the law applicable to the public contracts of a municipality are a part of this Agreement to the same extent as though set forth herein and will be complied with.

3.2.10.1 Employment Eligibility; Contractor. Contractor certifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time and shall require all subconsultants and subsubconsultants to comply with the same. Contractor certifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement and shall not violate any such law at any time during the term of the Agreement.

3.2.10.2 Labor Certification. By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers’ Compensation or to undertake self-insurance in accordance with the provisions of that Code and agrees to comply with such provisions before commencing the performance of the Services.

3.2.10.3 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer, and it shall not discriminate against any subcontractor, employee or 299
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applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Contractor shall comply with all relevant provisions of City’s Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.

3.2.10.4 Air Quality. Contractor must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the California Air Resources Board (CARB). Contractor shall specifically be aware of the CARB limits and requirements’ application to “portable equipment”, which definition is considered by CARB to include any item of equipment with a fuel-powered engine. Contractor shall indemnify City against any fines or penalties imposed by CARB or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Contractor, its subcontractors, or others for whom Contractor is responsible under its indemnity obligations provided for in this Agreement.

3.2.11 Insurance.

3.2.11.1 Minimum Requirements. Without limiting Contractor’s indemnification of City, and prior to commencement of the Services, Contractor shall obtain, provide, and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form that is satisfactory to City. (A) General Liability Insurance. Contractor shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.
(B) Automobile Liability Insurance. Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Contractor arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, nonowned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. The City’s Risk Manager may modify this requirement if it is determined that Consultant will not be utilizing a vehicle in the performance of his/her duties under this Agreement. 300
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(C) Umbrella or Excess Liability Insurance. Contractor may opt to utilize umbrella or excess liability insurance in meeting insurance requirements. In such circumstances, Contractor may obtain and maintain an umbrella or excess liability insurance policy with limits that will provide bodily injury, personal injury, and property damage liability coverage at least as broad as the primary coverages set forth above, including commercial general liability and employer’s liability. Such policy or policies shall include the following terms and conditions:
(a) A drop-down feature requiring the policy to
respond if any primary insurance that would
otherwise have applied proves to be uncollectible in
whole or in part for any reason;
(b) Pay on behalf of wording as opposed to
reimbursement;
(c) Concurrency of effective dates with primary
policies; and
(d) Policies shall “follow form” to the underlying
primary policies.
(e) Insureds under primary policies shall also be
insureds under the umbrella or excess policies.
(D) Workers’ Compensation Insurance. Contractor shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000). Contractor shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of the City, its elected or appointed officers, and their respective agents, officials, employees, volunteers, and representatives. (E) Fidelity Coverage. (Reserved)
(F) Cyber Liability Insurance. (Reserved)
(G) Pollution Liability Insurance. Environmental Impairment Liability Insurance shall be written on a Contractor’s Pollution Liability form or other form acceptable to the City providing coverage for liability arising out of sudden, accidental, and gradual pollution and remediation. The policy limit shall be no less than $1,000,000 dollars per claim and in the aggregate. All activities contemplated in this Agreement shall be specifically scheduled on the policy as “covered operations”. The policy shall provide coverage for the hauling of waste from the Project site to the final disposal location, including non-owned disposal sites.

3.2.11.2 Other Provisions and Requirements.
(A) Proof of Insurance. Contractor shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by City’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this contract.

City reserves the right to require complete, certified copies of all required insurance policies, at any time.
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(B) Duration of Coverage. Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the work hereunder by Contractor, his/her agents, representatives, employees, or subconsultants. (C) Primary/Non-Contributing. Coverage provided by Contractor shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured.
(D) City’s Rights of Enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications, or is canceled and not replaced, City has the right, but not the duty, to obtain the insurance it deems necessary, and any premium paid by City will be promptly reimbursed by Contractor, or City will withhold amounts sufficient to pay premium from Contractor payments. In the alternative, City may cancel this Agreement.
(E) Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager.
(F) Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against the City, its elected or appointed officers, and their respective agents, officials, employees, volunteers, and representatives, or shall specifically allow Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against the City, its elected or appointed officers, and their respective agents, officials, employees, volunteers, and representatives, and shall require similar written express waivers and insurance clauses from each of its subcontractors. (G) Enforcement of Contract Provisions (non estoppel). Contractor acknowledges and agrees that any actual or alleged failure on the part of the City to inform Contractor of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder.
(H) Requirements Not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Contractor maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
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(I) Notice of Cancellation. Contractor agrees to oblige its insurance agent or broker and insurers to provide City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage.
(J) Additional Insured Status. General liability, automobile liability, and if applicable, pollution liability and cyber liability, policies shall provide or be endorsed to provide that the City, its elected or appointed officers, and their respective agents, officials, employees, volunteers, and representatives, shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. (K) Prohibition of Undisclosed Coverage Limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing.
(L) Separation of Insureds. A severability of interests provision must apply for all additional insureds ensuring that Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. (M) Pass Through Clause. Contractor agrees to ensure that its subconsultants, sub-contractors, and any other party involved with the Project who is brought onto or involved in the project by Contractor, provide the same minimum insurance coverage and endorsements required of Contractor. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Contractor agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the Project will be submitted to City for review. (N) City’s Right to Revise Specifications. The City or its Risk Manager reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Contractor ninety (90) days advance written notice of such change. If such change results in cost to the Contractor, the City and Contractor may renegotiate Contractor’s compensation. If the City reduces the insurance requirements, the change shall go into effect immediately and require no advanced written notice. (O) Self-Insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City.
(P) Timely Notice of Claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies.
(Q) Additional Insurance. Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work.

3.2.12 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times 303
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be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions, where applicable, shall include, but shall not be limited to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.

3.2.13 Bonds.

3.2.13.1 Performance Bond. If required by law or otherwise specifically requested by City in Exhibit “C” attached hereto and incorporated herein by reference, Contractor shall execute and provide to City concurrently with this Agreement a Performance Bond in the amount of the total, not-to-exceed compensation indicated in this Agreement, and in a form provided or approved by the City. If such bond is required, no payment will be made to Contractor until it has been received and approved by the City.

3.2.13.2 Payment Bond. If required by law or otherwise specifically requested by City in Exhibit “C” attached hereto and incorporated herein by reference, Contractor shall execute and provide to City concurrently with this Agreement a Payment Bond in the amount of the total, not-to-exceed compensation indicated in this Agreement, and in a form provided or approved by the City. If such bond is required, no payment will be made to Contractor until it has been received and approved by the City.

3.2.13.3 Bond Provisions. Should, in City’s sole opinion, any bond become insufficient, or any surety be found to be unsatisfactory, Contractor shall renew or replace the affected bond within ten (10) days of receiving notice from City. In the event the surety or Contractor intends to reduce or cancel any required bond, at least thirty (30) days prior written notice shall be given to the City, and Contractor shall post acceptable replacement bonds at least ten (10) days prior to expiration of the original bonds. No further payments shall be deemed due or will be made under this Agreement until any replacement bonds required by this Section are accepted by the City. To the extent, if any, that the total compensation is increased in accordance with the Agreement, the Contractor shall, upon request of the City, cause the amount of the bonds to be increased accordingly and shall promptly deliver satisfactory evidence of such increase to the City. To the extent available, the bonds shall further provide that no change or alteration of the Agreement (including, without limitation, an increase in the total compensation, as referred to above), extensions of time, or modifications of the time, terms, or conditions of payment to the Contractor, will release the surety. If the Contractor fails to furnish any required bond, the City may terminate this Agreement for cause.

3.2.13.4 Surety Qualifications. Only bonds executed by an admitted surety insurer, as defined in Code of Civil Procedure Section 995.120, shall be accepted. The surety must be a California-admitted surety with a current A.M. Best’s rating no less than A:VIII and satisfactory to the City. If a California-admitted surety insurer issuing bonds does not meet these requirements, the insurer will be considered qualified if it is in conformance with Section 995.660 of the California Code of Civil Procedure, and proof of such is provided to the City.

3.2.14 Accounting Records. Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records 304
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shall be clearly identifiable. Contractor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.

3.2.15 Work Sites.

3.2.15.1 Inspection of Site. Contractor shall visit sites where Services are to be performed and shall become acquainted with all conditions affecting the Services prior to commencing the Services. Contractor shall make such examinations as it deems necessary to determine the condition of the work sites, its accessibility to materials, workmen and equipment, and to determine Contractor’s ability to protect existing surface and subsurface improvements.

No claim for allowances–time or money–will be allowed as to such matters after commencement of the Services.

3.2.15.2 Field Measurements. Contractor shall make field measurements, verify field conditions, and shall carefully compare such field measurements and conditions and other information known to Contractor with the Contract, including any plans, specifications, or scope of work before commencing Services. Errors, inconsistencies, or omissions discovered shall be reported to the City immediately and prior to performing any Services or altering the condition.

3.2.15.3 Hazardous Materials and Differing Conditions. Should Contractor encounter material reasonably believed to be polychlorinated biphenyl (PCB) or other toxic wastes, hazardous substances and hazardous materials as defined in California state or federal law at the site which have not been rendered harmless, the Contractor shall immediately stop work at the affected area and shall report the condition to the City in writing. The City shall contract for any services required to directly remove and/or abate PCBs, hazardous substances, other toxic wastes, and hazardous materials, and shall not require the Contractor to subcontract for such services. The Services in the affected area shall not thereafter be resumed except by written agreement of the City and Contractor.

3.2.17 Warranty. Contractor warrants all Services under the Agreement (which for purposes of this Section shall be deemed to include unauthorized work which has not been removed and any non-conforming materials incorporated into the work) to be of good quality and free from any defective or faulty material and workmanship. Contractor agrees that for a period of one year (or the period of time specified elsewhere in the Agreement or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the work, whichever is later) after the date of final acceptance, Contractor shall within ten (10) days after being notified in writing by the City of any defect in the Services or non-conformance of the Services to the Agreement, commence and prosecute with due diligence all Services necessary to fulfill the terms of the warranty at its sole cost and expense. Contractor shall act sooner as requested by the City in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair and replace any portions of the work (or work of other contractors) damaged by its defective Services or which becomes damaged in the course of repairing or replacing defective work. For any work so corrected, Contractor’s obligation hereunder to correct 305
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defective work shall be reinstated for an additional one (1) year period, commencing with the date of acceptance of such corrected work. Contractor shall perform such tests as the City may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of the Agreement. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of the Contractor. All warranties and guarantees of subcontractors, suppliers, and manufacturers with respect to any portion of the work, whether express or implied, are deemed to be obtained by Contractor for the benefit of the City, regardless of whether or not such warranties and guarantees have been transferred or assigned to the City by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of the City. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Agreement, to the reasonable satisfaction of the City, the City shall have the right to correct and replace any defective or non-conforming work and any work damaged by such work or the replacement or correction thereof at Contractor's sole expense. Contractor shall be obligated to fully reimburse the City for any expenses incurred hereunder upon demand.

3.3 Fees and Payments.

3.3.1 Compensation. Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit “C” attached hereto and incorporated herein by reference. The total annual compensation shall not exceed Five Hundred Four Thousand, Six Hundred Dollars ($504,600.00) without written approval of the City Council or City Manager, as applicable. The City may request additional work at the same rates and manner as set forth in this Agreement on an as needed basis as specified in Section 3.3.5. Contractor shall not perform Extra Work, presume Extra Work will be guaranteed, nor be compensated for Extra Work without written authorization from the City. Work performed as Extra Work shall not exceed the annual amount of One Hundred Thousand Nine Hundred Twenty Dollars ($100,920.00). Contractor shall not be reimbursed for any expenses unless authorized by the City Council or City Manager, as applicable.

3.3.2 Payment of Compensation. Contractor shall submit to City monthly invoices which provides a detailed description of the Services and hours rendered by Contractor. City shall, within thirty (30) days of receiving such statement, review the statement and pay all non-disputed and approved charges. Contractor shall submit its final invoice to City within thirty (30) days from the last date of provided Services or termination of this Agreement and failure by the Contractor to submit a timely invoice shall constitute a waiver of its right to final payment. Payment shall not constitute acceptance of any Services completed by Contractor. The making of final payment shall not constitute a waiver of any claims by the City for any reason whatsoever.

3.3.2.1 Retainer. (Reserved)

3.3.3 Deductions. City may deduct or withhold, as applicable, from each progress payment an amount necessary to protect City from loss because of: (1) stop payment notices as allowed by state law; (2) unsatisfactory prosecution of the Services by Contractor; (3) sums representing expenses, losses, or damages as determined by the City, incurred by the City for which Contractor is liable under the Agreement; and (4) any other sums which the City is entitled to recover from Contractor under the terms of the Agreement or pursuant to state law, including Section 1727 of the California Labor Code. The failure by the City to deduct any of these sums from a progress payment shall not constitute a waiver of the City's right to such sums. 306
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3.3.4 Reimbursement for Expenses. Contractor shall not be reimbursed for any expenses unless authorized in writing by City.

3.3.5 Extra Work. At any time during the term of this Agreement, City may request that Contractor perform Extra Work. As used herein, “Extra Work” means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Contractor shall not perform, nor be compensated for, Extra Work without written authorization from City’s Representative.

3.3.6 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $15,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request and shall post copies at the Contractor’s principal place of business and at the Project site. Contractor shall defend, indemnify, and hold the City, its elected or appointed officers, and their respective agents, officials, employees, volunteers and representatives free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Contractor and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4.

Any stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor that affect Contractor’s performance of Services, including any delay, shall be Contractor’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Contractor caused delay and shall not be compensable by the City. Contractor shall defend, indemnify, and hold the City, its elected or appointed officers, and their respective agents, officials, employees, volunteers, and representatives free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor.
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3.4 Termination of Agreement.

3.4.1 Grounds for Termination. City may, by written notice to Contractor, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Contractor of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Contractor shall be compensated only for those Services which have been adequately rendered to City, and Contractor shall be entitled to no further compensation. Contractor may not terminate this Agreement except for cause.

3.4.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Contractor to provide all finished or unfinished information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request.

3.4.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

3.5 General Provisions.

Contractor: Vintage Landscape
78755 Darby Road
Bermuda Dunes, CA 92203
ATTN: Kyle Gritters, CEO
City: City of Palm Desert
73-510 Fred Waring Drive
Palm Desert, CA 92260-2578
ATTN: Randy Chavez, Director of Public Works
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.5.2 Indemnification.

3.5.2.1 Scope of Indemnity. To the fullest extent permitted by law, Contractor shall defend, indemnify and hold the City, its elected or appointed officers, and their respective agents, officials, employees, volunteers and representatives free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, regardless of whether the allegations are false, fraudulent, or groundless, to property or persons, including wrongful death, (collectively, “Claims”) in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of 308
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the Services, the Project or this Agreement, including without limitation the payment of all expert witness fees, attorneys’ fees and other related costs and expenses except such Claims caused by the sole or active negligence or willful misconduct of the City.

3.5.2.2 Additional Indemnity Obligations. Contractor shall defend, with counsel of City’s choosing and at Contractor’s own cost, expense, and risk, any and all Claims covered by this section that may be brought or instituted against the City, its elected or appointed officers, and their respective agents, officials, employees, volunteers and representatives. In addition, Contractor shall pay and satisfy any judgment, award or decree that may be rendered against the City, its elected or appointed officers, and their respective agents, officials, employees, volunteers, and representatives as part of any such claim, suit, action, or other proceeding.

Contractor shall also reimburse City for the cost of any settlement paid by the City, its elected or appointed officers, and their respective agents, officials, employees, volunteers, and representatives as part of any such claim, suit, action, or other proceeding. Such reimbursement shall include payment for City’s attorney’s fees and costs, including expert witness fees.

Contractor shall reimburse the City, its elected or appointed officers, and their respective agents, officials, employees, volunteers, and representatives, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided.

Contractor’s obligation to indemnify shall survive expiration or termination of this Agreement, and shall not be restricted to insurance proceeds, if any, received by the Contractor, the City, its elected or appointed officers, and their respective agents, officials, employees, volunteers, and representatives.

3.5.3 Governing Law; Government Code Claim Compliance. This Agreement shall be governed by the laws of the State of California. Venue shall be in Riverside County. In addition to any and all Agreement requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Contractor must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims, and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Contractor. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Contractor shall be barred from bringing and maintaining a valid lawsuit against the City.

3.5.4 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3.5.5 City’s Right to Employ Other Contractors. City reserves right to employ other contractors in connection with this Project.

3.5.6 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.

3.5.7 Assignment or Transfer. Contractor shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.

3.5.8 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be 309
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construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not workdays. All references to Contractor include all personnel, employees, agents, and subcontractors of Contractor, except as otherwise specified in this Agreement. All references to the City include its elected or appointed officers, and their respective agents, officials, employees, volunteers, and representatives except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

3.5.9 Amendment; Modification. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3.5.11 No Third-Party Beneficiaries. Except to the extent expressly provided for in Section 3.5.7, there are no intended third-party beneficiaries of any right or obligation assumed by the Parties.

3.5.13 Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid, nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer, or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

3.5.14 Cooperation; Further Acts. The Parties shall fully cooperate with one another and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.

3.5.16 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

3.5.17 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both parties.
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3.5.18 Federal Provisions. (Reserved)
[SIGNATURES ON NEXT PAGE]
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SIGNATURE PAGE TO MAINTENANCE SERVICES AGREEMENT

BY AND BETWEEN THE CITY OF PALM DESERT

AND VINTAGE LANDSCAPE
IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed on the day and year first above written.

CITY OF PALM DESERT
By:

Chris Escobedo
Interim City Manager
Attest:

By:

Anthony J. Mejia
City Clerk
Approved as to form:

By:

Isra Shah
Best Best & Krieger LLP
City Attorney

VINTAGE LANDSCAPE, A CORPORATION
By:

Kyle Gritters
CEO
By:

David Smith
Secretary
647984
Contractor’s License Number and
Classification
1000001926
DIR Registration Number (if applicable)
City Clerk QC: _____
Contracts QC: _____
Insurance:
_____
Initial Review
_____
Final Approval
_____
Bonds (Only if above $25,000)
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EXHIBIT “A”

SCOPE OF SERVICES

1. SCOPE OF WORK
The work to be done consists of furnishing all labor, materials, necessary tools and machinery, supervision, and all utility and transportation services required to provide landscape maintenance services for City of Palm Desert Landscape Maintenance in accordance with the Contract Documents at the following locations:

2. LOCATIONS

2. 1 Joe Mann Park is located at 77-810 California Avenue, on the north side of California Avenue between Warner Trail and Washington Street. Improvements consist of restrooms and adjacent hardscape, covered picnic area, tot playground, turf open space, dog park, volleyball court, basketball court, rose garden, paved parking lot and parking lot planters.

2.2 Freedom Park is located at 77-400 Country Club Drive. This area includes turf, irrigation, trees, planter areas, community gardens, playgrounds, dog park, volleyball courts (2), basketball courts (3), Pickleball courts (8), and sports fields (baseball, soccer, and Ronald Reagan Fields).

2.3 Stonebridge Easements include the north-south access road off Tamarisk Row Drive from Brisa Drive north to the railroad tracks. (The access road lies between the existing Palm Desert Regency Estates storage yard to the west and the established Stonebridge perimeter landscape to the east.) The Stonebridge Easements also include the area between the Stonebridge north property line and the railroad property, from the north-south access road on the west, east to Freedom Park.

2.4 Hovley Soccer Park is located at 74-735 Hovley Lane East, on the south side of the street, west of Corporate Way. Maintenance does not include the CVWD well site at the northwest corner of the park. The southern perimeter of the park runs along Avenue 42 from Hovley Gardens Drive West to the eastern block wall and includes the planters along the CVWD well site and the vacant planter along the south block wall.

2.5 University Park Dog Park is located at 74-802 University Park Drive, at the west intersection of University and College Drive. This area includes turf, planter areas, shade structures and a restroom.

2.6 University Park East is located at 74-902 University Park Drive, at the east intersection of University and College Drive. This area includes restrooms, playground(s), basketball court, turf and planter areas.

2.7 Ironwood Park is located at 47-800 Chia Drive, on the east side of Chia Drive between Haystack Road and Loma Vista Lane and is an improved natural park. Improvements consist of restrooms, covered picnic areas, tot playground, open turf area, paved parking lot, enhanced natural landscape with trails, planter areas with irrigation, sidewalks, and other hardscape areas.

2.8 Washington Charter School Park is located at 45-768 Portola Avenue, and on the corner of Chicory Street and Lantana Avenue in the east quadrant of the Washington Charter School property. Improvements to be maintained in this contract include all turf area inside the perimeter fence, tot playground and adjacent rubber and hardscape surfaces, basketball court and perimeter planters and sidewalks along Chicory Street and Lantana Avenue. 313
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2.9 Cahuilla Park is located at 45-825 Edgehill Drive, on the west side of the storm channel at Edgehill Drive and Green Way, and is a natural park with minor improvements, and a restroom.

Improvements include a few picnic tables and irrigation system for selective trees and plants. Two tennis courts are available for public use.

2.10 Robert A. Spiegel Community Gardens are located on the west side of San Pablo Avenue between Santa Rosa Way and Royal Palm Drive. Improvements consist of restroom, planter areas outside perimeter fence, maintaining all surfaces inside perimeter fence, paved parking lot and covered picnic areas.

2.11 Homme/Adams Park is located at 72-500 Thrush Road, along the Palm Valley storm channel west of Highway 74 at the terminus of Thrush Road, starting 100 feet south of Southcliffe Road to the north park boundary, which includes upper park shelter area. It runs along the west side of the split rail fence. This is a 24+/- acre natural area. Improvements include two park shelters, trashcans, parking areas and various trails. Maintenance will include park shelter cleaning, litter removal, changing of trashcan liners, maintaining small irrigation system that irrigate palm trees, and removing weeds and volunteer plant material not native to the area.

2.12 Palma Village Park is located on the corner of De Anza Way and San Carlos Avenue Improvements include a tot lot, sand volleyball, turf and planter areas with irrigation, a restroom, basketball court, picnic tables, benches and trash cans.

2.13 Smoketree Natural Area is located on the north side of Haystack Road from Heliotrope Drive east to Portola Avenue and Portola Avenue north to Marrakesh Access Road driveway. Included in the Smoke tree Natural Area is the natural open space located at the southwest corner of Haystack Road and Portola Avenue that encompasses approximately an additional 81,000 square feet.

2.14 Haystack Drainage Channel is located on the north side of Haystack Road, from Highway 74 to the extent of improvements east of Heliotrope Drive, and on Highway 74 from Haystack Road to the Deep Canyon Tennis Club property line.

2.15 Park A is Located at 74-201 Harper St and the corner of Andrews Dr, There is a covered picnic area, playground, turf areas and some planter areas.

2.16 Park B Is Located at 74-480 Collage Dr on the corner of Collage and Pacific the is a turf areas and with some planning areas

2.17 Park D 75322 Radford The Park is located on the Corner of Radford and Wild Song Dr. This pocket park has turf trees and desert planting.

2.18 Park E is located at 75-256 Tubman. This pass-through park has community garden boxes along with turf, trees and shrubs.

2.19 Bump and Grind Trail Head. 72-447 ½ Painter Path the Trail head consist of a shade structure, benches bike racks and drinking fountains.

3. GENERAL SERVICES TO BE PREFORMED

3.1 Contractor shall provide the necessary manpower and equipment to maintain the areas listed in the specified locations, at the level of maintenance and service defined by City of Palm Desert.

The work shall include, but is not limited to, proper horticultural practices, as defined in the City of Palm Desert Landscape Maintenance Manual, maintenance of all landscape materials and hardscape structures as designated in the following specifications and per the Frequency Schedule.
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3.2 Contractor shall provide appropriate equipment and labor for the execution of all maintenance activities. City of Palm Desert reserves the right to inspect and/or approve any equipment used in this contract. If City of Palm Desert deems the equipment to be in disrepair or inappropriate to the task at hand, City of Palm Desert may require that the equipment be removed from the job site and replaced with a different piece of equipment.

3.3 Contractor shall provide fully trained personnel in all phases of landscape maintenance, tree maintenance, and irrigation maintenance and operation. Contractor shall provide personnel capable of effective verbal communication with City of Palm Desert representatives. If City of Palm Desert deems personnel to be inadequate to accomplish the task at hand, City of Palm Desert may require that the personnel be removed from the job site and replaced with personnel demonstrating the appropriate level of job knowledge, skills, and verbal communication to effectively accomplish the work.

3.4 Prior to commencement of the contract, designated City of Palm Desert representative(s) and the Contractor will perform a mandatory acceptance walk-through inspection of the contract area. It is Contractor’s responsibility to identify to City of Palm Desert unacceptable conditions with plant material, trees, and/or irrigation systems at the time of the walk-through. At City of Palm Desert’s discretion, unacceptable conditions may be resolved with the current (outgoing) contractor or with the successor Contractor on a “one-time only, extra-work” basis. After such corrections are made, the successor Contractor will be responsible for all contractual services.

3.5 Contractor shall replace, at no additional cost to City of Palm Desert for labor or materials, any plant or tree that dies beginning 30 days from commencement of the contract throughout the term of the contract, if such plant or tree demise is due to neglect, lack of maintenance, or otherwise improper care.

3.6 Contractor shall remove debris caused by all maintenance activities, including pruning and tree maintenance, on the same working day that such debris is accumulated.

3.7 Contractor shall provide the labor and equipment for the application of fertilizers and fertilizers with pre-emergent and post-emergent. Fertilizers with pre-emergent and post-emergent will be supplied by Contractor and reimbursed by the City of Palm Desert at actual cost plus 15% markup. City of Palm Desert reserves the right to purchase Standard fertilizer. The application of fungicides will be performed outside the scope of this contract.

3.8 Monthly reports for irrigation, green waste and pesticide application shall be submitted no later than the first Monday of each month, for the preceding month. Monthly payments will not be processed until all required reports are received.

3.8.1 The Irrigation Monthly Report shall include, but not necessarily be limited to, the following:
date, irrigation technician identification, site identification, controller and valve identification, description of service and/or repair, statement of plant material condition as relates to water needs, and a section for general notes or comments.

3.8.2 The Green Waste Monthly Report submittal shall include the green waste facility tipping ticket. The tipping ticket shall be clearly legible and shall contain the name and address of the waste facility, the weight, and the City of Palm Desert’s name.

3.8.3 The Pesticide Application Monthly Report shall consist of a copy of the monthly report submitted to the Riverside County Agricultural Commissioner or, in the case of no pesticide applications made, a statement to that effect in the form of a letter or memorandum to City of Palm Desert.

4. SPECIFIC SERVICES TO BE PREFORMED
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4.1 Plant Litter and Trash Control

4.1.1 Contractor shall remove and appropriately dispose of all plant litter (broken branches, broken limbs, excessive leaf-drops); trash and/or paper, cans, bottles, broken glass; dog droppings and any other out-of-place or discarded items. Plant litter includes plant debris caused by extreme temperatures or high winds.

4.1.2 Where trash cans and/or doggy stations are present, Contractor shall remove and dispose of their contents and replace the liners (City of Palm Desert may provide trash bags). Contractor shall wipe surfaces clean with a non-toxic cleaning solution.

4.2 Pest Control

4.2.1 Gophers will be controlled on an as-needed basis using City of Palm Desert-approved traps, within the scope of this contract. Ground squirrel control will be performed on an as-needed basis and is outside the scope of this contract.

4.2.2 Ants will be controlled on an as-needed basis and are included in the scope of the contract. Red Imported Fire ant control is outside the scope of this contract. If Red Imported Fire ants are encountered the Contractor shall report the discovery to the City of Palm Desert prior to the end of the workday.

4.2.3 Contractor shall immediately report any bee activity (swarms or hives) detected to the City of Palm Desert. Bee removal is the responsibility of City of Palm Desert.

4.2.4 Aphids will be chemically controlled on oak trees in parking lots and along parkways. Fruit set will be chemically controlled on olive trees. These trees are located adjacent to parking lots, sidewalks, and hardscape areas designated for pedestrian traffic and use. Any recommended chemical treatment and the schedule for its application must be reviewed and approved in advance by City of Palm Desert. City of Palm Desert, at its discretion, may require from Contractor all Material Safety Data Sheets, pesticide labels, and Pesticide Control Advisor recommendations for any and all pesticide applications performed. Contractor will be responsible for the material and labor and perform this work as well for all posting as required by label and law.

4.2.5 Contractor shall provide control and/or eradication of all weeds, as needed. Areas to be weeded include: planters, gravel and decomposed granite areas, sidewalks, curbs, expansion joints, fence lines, drainage areas, cobble areas, bare areas, and the area around trees.

4.2.6 Mechanical and/or chemical methods of weed control are acceptable for annual and perennial weeds with the exception of Bermuda grass, nutsedge, and bindweed, which shall be controlled by chemical means only.

4.2.7 Contractor shall remove any debris generated by the weed control process after weeds have been sprayed and plant death has occurred.

4.2.8 Weeds in turf areas will be managed on an as-needed basis and shall be considered extra work.

4.3 Plant Maintenance

4.3.1 All plant material in the public right-of-way shall be maintained behind the curb line and/or sidewalk to allow for the safe passage of vehicles, pedestrians and/or the general public.

4.3.2 Dead flower stalks shall be pruned from plants at the conclusion of flowering. If plants (such as agaves) die after flowering, Contractor will remove the entire plant and, if needed, shall repair the irrigation and backfill the hole. There shall be no dead blossoms, stalks, branches or foliage left on an otherwise healthy plant for more than one month, unless otherwise directed by City of 316
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Palm Desert and/or the contract documents. If offshoots are present, they will be left in place, and irrigation will be adjusted to ensure adequate water supply to the offshoots.

4.3.3 Dead or weather-damaged plant material shall be pruned or removed under direction from City of Palm Desert within one week of notification.

4.3.4 The City of Palm Desert encourages contractors to familiarize themselves with the City of Palm Desert’s “Landscape Maintenance Guidelines” book. The book, intended to serve as a visual guide to contractors, also provides pruning techniques and a calendar for ideal maintenance timing. The City of Palm Desert may, at its own discretion, alter timelines or techniques and supply additional reference materials as the City of Palm Desert deems necessary.

4.3.5 The plant material will be pruned as needed, to keep plant material to scale based on the planter size, plant species, plant location and for safety purposes. The City of Palm Desert will work with the Contractor to determine appropriate size for each plant species. In addition, the Contractor shall perform a yearly pruning to reduce the size and density of all shrubs and groundcovers, as directed by the City of Palm Desert.

4.3.6 On occasion, high-profile areas will be seeded with wildflowers. City of Palm Desert staff will identify these areas with Contractor. It shall be Contractor’s responsibility to maintain and preserve these wildflower population areas. Contractor shall be responsible for replacing any wildflowers disturbed or destroyed by any of Contractor’s maintenance activities.

4.3.7 Plant material installed by the Contractor shall be warrantied for a period of ninety days from the date of acceptance by the City’s Representative.

4.4 Tree Maintenance

4.4.1 All tree pruning shall be consistent with the current and applicable International Society of Arboriculture (ISA) guidelines, the American National Standards Institute (ANSI) standards, the City of Palm Desert's Landscape Maintenance Guidelines book and the Tree Pruning Ordinance.

4.4.2 Contractor shall perform safety and sucker pruning on all trees (including palms) eight feet (8) in height and under. All broadleaf and palm tree pruning will be performed outside this contract. Contractor shall prune fronds, flowers, and seed pods on all palms that have six (6) feet of brown trunk or less. City of Palm Desert may request that a Certified Arborist be on site when Contractor’s staff safety prunes trees.

4.4.3 Tree branches shall be pruned as needed for traffic and pedestrian safety. Sidewalk clearance will be eight (8) feet and the vehicular clearance fourteen (14) feet from grade. Trees must be maintained at seven (7) feet from playground equipment. Any broken, dead or detached limb is considered a hazard and upon notice from City of Palm Desert, Contractor must remove such limbs by close of business the same day.

4.4.4 Trees broken or damaged as a direct result of storm, wind, accident, vandalism or structural failure shall be pruned and/or removed, upon City of Palm Desert’s request to Contractor, within 24 hours of notification and shall be an extra to this contract. Any debris blocking roadways or parking areas shall be removed within one hour of notification to Contractor. Replacement of trees and plants caused by reasons not related to contractual maintenance shall be reimbursable as an extra cost.

4.4.5 Trees planted by the Contractor shall be warrantied for a period of one-year from the date of the acceptance by the City’s Representative.

4.5 Turf Maintenance - General
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4.5.1 All turf areas must be mowed in a manner that provides for the adequate and safe use of each facility for its intended purpose.

4.5.2 Bermuda grass will be mowed at ¾” height during the active-growth period.

4.5.3 Rye grass will be mowed at ¾” height starting with its first cut after over-seeding and continuing until spring when the Bermuda grass becomes active.

4.5.4 Baseball and soccer athletic fields shall be mowed with reel mowers and vacuumed after each mowing if deemed necessary by City of Palm Desert.

4.5.5 Baseball and soccer athletic fields will be mowed on non-consecutive days per the Frequency Schedule.

4.5.6 All turf areas will be mowed weekly and may be mowed with rotary mowers; however, if City of Palm Desert deems that the finished turf surface is irregular, aesthetically unacceptable, or if it creates a potential public safety issue, City of Palm Desert will require the turf area to be mowed with a reel mower. Excess clippings will be raked, swept and/or vacuumed leaving a regular, clean, aesthetically acceptable and safe turf surface. Removal of clippings will be at no extra cost to the City of Palm Desert.

4.5.7 Detailing and edging of turf shall include chemical and/or mechanical detailing using a string trimmer or an edger around buildings, sidewalks, mow strips, paved areas, valve boxes, goal posts, light fixtures, fence lines, walls, along infield edges, behind backstops, drainage areas, and bare areas in planters. Only an edger shall be used on but not be limited to hardscape areas such as sidewalks and mow strips. All other areas may use an edger or string trimmer as appropriate and as approved by City of Palm Desert.

4.5.8 Contractor shall provide the labor and equipment for the application of fertilizers and fertilizers with pre-emergent(s) and post-emergent(s). Fertilizer and fertilizer with preemergent(s) and post-emergent(s) will be supplied by Contractor. Standard fertilizer may be supplied by City of Palm Desert. In the event Contractor supplies standard fertilizer, the City of Palm Desert will reimburse Contractor at actual cost plus 15% mark-up. The Contractor shall apply irrigation immediately following any fertilizer application to effectively wash the product into the soil. Contractor shall also post notifications as required by the product labeling and law.

4.5.9 Mechanical core aeration shall be performed to a minimum depth of four inches (4”). Cores may be swept or mowed and dispersed during mowing operations unless otherwise requested by City of Palm Desert.

4.6 Turf Maintenance - Overseeding

4.6.1 Turf areas designated for overseeding will be indicated in the Frequency Schedule. The City of Palm Desert will provide specific dates and times for the over-seeding schedule based on the use of each facility. Overseeding will occur in the month of October, some schools schedule overseeding around the Thanksgiving holiday week.

4.6.2 Contractor shall begin lowering the height of the turf during the scheduled weekly mowing approximately three weeks before the final cut. One week before the final cut, Contractor will reduce irrigation to the minimum in the turf areas. Contractor shall mow turf to a height of onehalf inch (1/2”) and mower blades shall not be allowed to disturb the soil.

4.6.3 All grass clippings generated from this process will be vacuumed, swept or raked after each cut.

4.6.4 A light irrigation syringe cycle will be applied before the final cut to keep the dust levels to a minimum (per Coachella Valley Association of Governments guidelines). 318
Contract No. ___________
Exhibit “A”
Revised 01-2024
BBK 72500.00001\32374915.1

4.6.5 Actual dates for the final mowing will be determined by the City of Palm Desert. Mowing activities may vary due to scheduled activities, condition of turf, and the actual mowing height needed to ensure seed-to-soil contact. Should Contractor fail to complete mowing or renovations during weekdays, Contractor shall adjust the schedule to work on Saturdays at no additional cost to City of Palm Desert. Advance permission to perform work on Saturdays is required.

4.6.6 The City of Palm Desert may supply grass seed. However, the City of Palm Desert may request that Contractor supply City of Palm Desert specified grass seed and be reimbursed at the cost of material plus an allowable mark-up of fifteen percent (15%). The application rate for the seed shall be no less than ten (10) pounds per 1,000 square feet. The Contractor shall also spot seed and mulch as necessary, areas after germination to ensure a well-covered rye stand, at no additional labor cost as directed by the City of Palm Desert. The Contractor is to verify and confirm quantity of seed bags with City of Palm Desert personnel prior to installation and after seeding task is complete.

4.7 Turf Maintenance for Non-Overseeded Areas

4.7.1 From November 1 through March 31, mowing and irrigation on non-overseeded turf areas will be reduced per the Frequency Schedule.

4.8 Hardscape, Decomposed Granite (DG) Planter Areas

4.8.1 Contractor shall remove any sand, gravel, grass, and plant clippings or debris from all sidewalk and hardscape areas after all maintenance activities or as indicated in the Frequency Schedule.

4.8.2 Daily sidewalk cleaning shall consist of removing debris from sidewalks by blowing or sweeping. Blower throttle to be maintained at the lowest practical setting possible.

4.8.3 Contractor shall rake planter areas. Contractor shall also rake underneath living plant material, unless directed not to do so by City of Palm Desert. Slope areas are to be raked horizontally and not from top to bottom. If existing grade is adversely affected by raking activities, Contractor shall re-establish an appropriate grade to the satisfaction of City of Palm Desert.

4.8.4 Using pressure-wash equipment at a minimum pressure rating of 3000 PSI, Contractor shall pressure-wash playground equipment, monuments and signs, sidewalks, curbs, gutters, drains, benches, dog park fixtures, drinking fountains, picnic tables and miscellaneous hardscape fixtures as outlined in the Frequency Schedule. The Contractor shall use, as directed by the City of Palm Desert, a scrub brush and a City of Palm Desert-approved non-toxic biodegradable cleaning agent to adequately clean the aforementioned items, as deemed acceptable by City of Palm Desert. Contractor will also remove any tape, banners, and party supplies from playground shelters and pavilions in conjunction with the pressure washing duties. This process shall be considered as included in the contract lump sum bid price, and no additional compensation shall be allowed, therefore.

4.8.5 Pressure washing, at a minimum pressure rating of 3000 PSI, at dog parks must include the use of a City of Palm Desert-approved non-toxic biodegradable cleaning agent.

4.8.6 Contractor shall remove litter and debris obstructing spillways and their associated drain grates. This activity shall take place according to the Frequency Schedule, and after a rain event as determined by City of Palm Desert staff.

4.9 Sports Field and Court Maintenance
319
Contract No. ___________
Exhibit “A”
Revised 01-2024
BBK 72500.00001\32374915.1

4.9.1 Baseball infields are to be dragged to level condition and watered per frequency schedule.

Field leveling with larger equipment (tractor with leveling attachment) may be requested by the City as an extra.

4.9.2 Tennis, pickleball and basketball courts will be water-broomed and cleaned per frequency schedule. This consists of removing all foreign debris and materials such as soda, gum, or other waste. A pressure washer supplied by the Contractor may be needed to remove such items.

4.9.3 Beach volleyball court sand will be leveled per frequency schedule and watered at least once per month.

4.10 Irrigation System Maintenance

4.10.1 The operation, maintenance, and scheduling of all irrigation controllers and attached sensors shall be the responsibility of Contractor. Contractor will make adjustments to the controllers, sensor equipment, and schedules based on property microclimates, ET, rain events, and overseeding schedules. Contractor will schedule irrigation to provide adequate irrigation to plant material while conserving water as much as possible. NOTE: Irrigation systems currently are not Smart Controllers and will require manual adjusting.

4.10.2 All irrigation systems and their individual components shall be kept in adjustment to ensure proper water coverage and prevent unacceptable conditions such as insufficient water distribution (plant death), overspray, excessive runoff, and erosion.

4.10.3 Repairs or replacements to the irrigation system shall be made with like parts.

4.10.4 Contractual irrigation system maintenance includes all labor for system inspections, adjustments, repairs and installations for all system components, in-line irrigation valves, including internal and electrical components, irrigation wires from the timer to the valve, and all mainline and lateral line repairs two inches (2”) and smaller in diameter, unless damage is caused by vandalism. Should vandalism occur, the Contractor is to notify City of Palm Desert staff immediately and prior to the repair work. All irrigation rotors, bubblers, emitters, associated fittings, and valve boxes shall also be included under contractual system maintenance. Any repair work outside of this scope will be considered extra work and paid accordingly. All parts shall be provided by the Contractor and will be reimbursed by the City of Palm Desert at actual cost plus a fifteen percent (15%) mark-up, unless the replacement is due to damage caused by the Contractor’s operation, in such case the Contractor shall bear the entire cost. Adjustments, repairs and installations shall include:

4.10.4.1 Valves: electrically actuated irrigation control valves, quick coupler valves, end line flush valves, lateral line flush valves, and master valves. All valves will be checked for proper operation, leaks, and solenoid function and connections (where applicable). Automatic valves will be activated from the irrigation controller, not from the bleeder valve.

4.10.4.2 The electrical circuit from the irrigation controller to the valve will be checked for proper operation. Labor cost for the actuator’s replacement shall be included in the contract lump sum bid price, and no additional compensation shall be allowed, therefore.

4.10.4.3 Filter, filter screen, and filter valve box cleaning.

4.10.4.4 Lateral lines will be checked for breaks and leaks and will be flushed at least yearly and additionally when necessary to ensure proper system performance.

4.10.5 Emission device and valve box checks, adjustments, installation, maintenance and repairs shall include: sprinkler head and valve box height adjustment and replacement; nozzle spray 320
Contract No. ___________
Exhibit “A”
Revised 01-2024
BBK 72500.00001\32374915.1
pattern adjustment; nozzle cleaning and replacement; bubbler head height adjustment, cleaning, and replacement; tree well repair; and drip emitter cleaning, replacement, removal and plugging if no plant material is present. Installation of new emitters, or bubblers, as required to ensure the health of plant material, shall be included in the contract lump sum bid price and no additional compensation shall be allowed, therefore.

4.10.6 The Contractor shall perform, at a minimum, a weekly visual irrigation Inspection, within the designated landscape maintenance area, for leaks, dry areas, and vandalism. Contractor shall take appropriate action to immediately stabilize the system. Such actions shall be reported to the City of Palm Desert within twenty-four (24) hours of discovery and performance of necessary repairs.

4.10.7 Contractor shall maintain an adequate supply of irrigation parts readily available to Contractor’s irrigation technician for making routine repairs of main and lateral lines two inch (2”) in diameter and smaller without leaving the irrigation site.

4.10.8 Non-contractual irrigation system repairs:

4.10.8.1 No non-contractual work will be initiated without an approved City of Palm Desert Work Order.

4.10.8.2 When irrigation system malfunction or damage is detected, the repair of which is non-contractual in nature, Contractor will flag the location and notify City of Palm Desert before the close of business the same workday.

4.10.8.3 Upon receipt of an approved Work Order, repairs to a non-operational and/or damaged irrigation system shall be completed within 24 hours, or as otherwise indicated on the Work Order.

4.10.8.4 All repairs deemed non-contractual will be paid on a time-and-materials basis.

4.10.8.5 Labor will be billed per the rates under the Performance of Extra Work heading.

4.10.8.6 Materials will be billed at “cost plus 15%” or, at City of Palm Desert’s discretion; materials may be supplied to Contractor by City of Palm Desert.

4.10.8.7 Contractor shall return to City of Palm Desert all irrigation parts that have been replaced.

4.10.8.8 City of Palm Desert will perform regular inspections of irrigation systems to ensure accuracy of Contractor’s irrigation reports. If discrepancies are found, City of Palm Desert shall consider this a performance deficiency. 321
Contract No. ___________
Exhibit “B”
Revised 01-2024
BBK 72500.00001\32374915.1
EXHIBIT “B”

SCHEDULE OF SERVICES
The term of this Agreement shall be from July 1, 2025, to June 30, 2028, unless earlier terminated as provided herein. The City shall have the unilateral option, at its sole discretion, to renew this Agreement automatically for no more than two (2) additional one-year terms. Contractor shall complete the Services within the term of this Agreement and shall meet any other established schedules and deadlines. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Services.
322
Contract No. ___________
Exhibit “C”
Revised 01-2024
BBK 72500.00001\32374915.1
EXHIBIT “C”

COMPENSATION
The total annual compensation shall not exceed Five Hundred and Four Thousand Six Hundred Dollars ($504,600.00) per fiscal year and may only be adjusted for Consumer Price Index for all Urban Consumers (CPI-U) for the Riverside-San Bernardino-Ontario, CA Region rate for the 12-month period ending May, with written approval from the City Council or City Manager following FY 2025-26, as applicable. Payment and Performance Bonds apply and will follow after the compensation.
323
Contract No. ___________
Exhibit “C”
Revised 01-2024
BBK 72500.00001\32374915.1
324
Contract No. ___________
Exhibit “C”
Revised 01-2024
BBK 72500.00001\32374915.1
325
326
Contract No. ___________
Exhibit “C”
Revised 11-2-20
BBK 72500.00001\32374915.1

PERFORMANCE BOND
KNOW ALL PERSONS BY THESE PRESENTS:

THAT WHEREAS, the City of Palm Desert (hereinafter referred to as “City”) has awarded to Vintage Landscape, (hereinafter referred to as the “Contractor”) an agreement for Landscape Maintenance Area No. 16 Project, Project No. MLS00016 (hereinafter referred to as the “Project”).

WHEREAS, the work to be performed by the Contractor is more particularly set forth in the Contract Documents for the Project dated May 22, 2025, (hereinafter referred to as “Contract Documents”), the terms and conditions of which are expressly incorporated herein by reference; and
WHEREAS, the Contractor is required by said Contract Documents to perform the terms thereof and to furnish a bond for the faithful performance of said Contract Documents.

NOW, THEREFORE, we, Vintage Landscape, the undersigned Contractor and _____________________________________________ as Surety, a corporation organized and duly authorized to transact business under the laws of the State of California, are held and firmly bound unto the City in the annual sum of Six Hundred Five Thousand, Five Hundred Twenty Dollars, ($605,520.00), said sum being not less than one hundred percent (100%) of the total amount of the Contract, for which amount well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors and assigns, jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH, that, if the Contractor, his or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and agreements in the Contract Documents and any alteration thereof made as therein provided, on its part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their intent and meaning; and shall faithfully fulfill all obligations including the one-year guarantee of all materials and workmanship; and shall indemnify and save harmless the City, its elected or appointed officers, and their respective agents, officials, employees, volunteers and representatives, as stipulated in said Contract Documents, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect.

As a condition precedent to the satisfactory completion of the Contract Documents, unless otherwise provided for in the Contract Documents, the above obligation shall hold good for a period of one (1) year after the acceptance of the work by City, during which time if Contractor shall fail to make full, complete, and satisfactory repair and replacements and totally protect the City from loss or damage resulting from or caused by defective materials or faulty workmanship, Surety shall undertake and faithfully fulfill all such obligations. The obligations of Surety hereunder shall continue so long as any obligation of Contractor remains. Nothing herein shall limit the City’s rights or the Contractor or Surety’s obligations under the Contract, law, or equity, including, but not limited to, California Code of Civil Procedure section 337.15.

Whenever Contractor shall be, and is declared by the City to be, in default under the Contract Documents, the Surety shall remedy the default pursuant to the Contract Documents, or shall promptly, at the City’s option:
(1) Take over and complete the Project in accordance with all terms and conditions in the Contract Documents; or
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Contract No. ___________
(2) Obtain a bid or bids for completing the Project in accordance with all terms and conditions in the Contract Documents and upon determination by Surety of the lowest responsive and responsible bidder, arrange for a Contract between such bidder, the Surety and the City, and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term “balance of the contract price” as used in this paragraph shall mean the total amount payable to Contractor by the City under the Contract and any modification thereto, less any amount previously paid by the City to the Contractor and any other set offs pursuant to the Contract Documents.
(3) Permit the City to complete the Project in any manner consistent with local, California and federal law and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term “balance of the contract price” as used in this paragraph shall mean the total amount payable to Contractor by the City under the Contract and any modification thereto, less any amount previously paid by the City to the Contractor and any other set offs pursuant to the Contract Documents.

Surety expressly agrees that the City may reject any contractor or subcontractor which may be proposed by Surety in fulfillment of its obligations in the event of default by the Contractor.

Surety shall not utilize Contractor in completing the Project nor shall Surety accept a bid from Contractor for completion of the Project if the City, when declaring the Contractor in default, notifies Surety of the City’s objection to Contractor’s further participation in the completion of the Project.

The Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract Documents or to the Project to be performed thereunder shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract Documents or to the Project, including but not limited to the provisions of sections 2819 and 2845 of the California Civil Code.
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Contract No. ___________
IN WITNESS WHEREOF, we have hereunto set our hands and seals this _______ day of ______________, 20____.
(Corporate Seal)
Contractor/ Principal
By ____________________ ____
Printed name: _______________________
Title: ______________________________
(Corporate Seal) Surety
By: ________________________________
Printed Name: _______________________
Attorney-in-Fact
(Attach Attorney-in-Fact Certificate)
Signatures of those signing for the Contractor and Surety must be notarized and evidence of corporate authority attached.

The rate of premium on this bond is ____________ per thousand. The total amount of premium charges, $_______________________________.
(The above must be filled in by corporate attorney.)

THIS IS A REQUIRED FORM
Any claims under this bond may be addressed to:
(Name and Address of Surety)
(Name and Address of Agent or
Representative for service of
process in California, if different
from above)
(Telephone number of Surety and
Agent or Representative for
service of process in California)
NOTE: A copy of the Power-of-Attorney authorizing the person signing on behalf of the Surety to do so must be attached hereto.
329
Contract No. ___________
NOTE: This acknowledgment is to be completed for Contractor/Principal.

Notary Acknowledgment
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA
COUNTY OF ______________
On , 20___, before me, _______________________________, Notary Public, personally appeared ___________________________ , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of
the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature of Notary Public

OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document.

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT Individual
Corporate Officer
Title(s) Title or Type of Document
Partner(s) Limited
General Number of Pages
Attorney-In-Fact
Trustee(s)
Guardian/Conservator Date of Document
Other:

Signer is representing:

Name Of Person(s) Or Entity(ies)
Signer(s) Other Than Named Above
330
Contract No. ___________
NOTE: This acknowledgment is to be completed for the Attorney-in-Fact. The Power-of-Attorney to local representatives of the bonding company must also be attached.

STATE OF CALIFORNIA
COUNTY OF ______________
On , 20___, before me, _______________________________, Notary Public, personally appeared _____________________________ , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of
the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature of Notary Public

Signer is representing:

Name Of Person(s) Or Entity(ies)
Signer(s) Other Than Named Above
331
Contract No. ___________

PAYMENT BOND
KNOW ALL PERSONS BY THESE PRESENTS That
WHEREAS, the City of Palm Desert (hereinafter designated as the “City”), by action taken or a resolution passed May 22, 2025, has awarded to Vintage Landscape, hereinafter designated as the “Principal,” a contract for the work described as follows:

Landscape Maintenance Area No. 16 Project, Project No. MLS00016 (the “Project”).; and WHEREAS, the work to be performed by the Principal is more particularly set forth in the Contract Documents for the Project dated May 22, 2025, (“Contract Documents”), the terms and conditions of which are expressly incorporated by reference; and WHEREAS, said Principal is required to furnish a bond in connection with said contract; providing that if said Principal or any of its Subcontractors shall fail to pay for any materials, provisions, provender, equipment, or other supplies used in, upon, for or about the performance of the work contracted to be done, or for any work or labor done thereon of any kind, or for amounts due under the Unemployment Insurance Code or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of said Principal and its Subcontractors with respect to such work or labor the Surety on this bond will pay for the same to the extent hereinafter set forth.

NOW THEREFORE, we, the Principal and __________________________ as Surety, are held and firmly bound unto the City in the penal annual sum of Six Hundred Five Thousand, Five Hundred Twenty Dollars, ($605,520.00) lawful money of the United States of America, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH that if said Principal, his or its subcontractors, heirs, executors, administrators, successors or assigns, shall fail to pay any of the persons named in Section 9100 of the Civil Code, fail to pay for any materials, provisions or other supplies, used in, upon, for or about the performance of the work contracted to be done, or for any work or labor thereon of any kind, or amounts due under the Unemployment Insurance Code with respect to work or labor performed under the contract, or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department or Franchise Tax Board from the wages of employees of the contractor and his subcontractors pursuant to Section 18663 of the Revenue and Taxation Code, with respect to such work and labor the Surety or Sureties will pay for the same, in an amount not exceeding the sum herein above specified, and also, in case suit is brought upon this bond, all litigation expenses incurred by City in such suit, including reasonable attorneys’ fees, court costs, expert witness fees and investigation expenses.

This bond shall inure to the benefit of any of the persons named in Section 9100 of the Civil Code so as to give a right of action to such persons or their assigns in any suit brought upon this bond.

It is further stipulated and agreed that the Surety on this bond shall not be exonerated or released from the obligation of this bond by any change, extension of time for performance, addition, alteration or modification in, to, or of any contract, plans, specifications, or agreement pertaining or relating to any scheme or work of improvement herein above described, or pertaining or relating to the furnishing of labor, materials, or equipment therefore, nor by any change or modification of any terms of payment or extension of the time for any payment pertaining or relating to any scheme or work of improvement herein above described, nor by any rescission or 332
Contract No. ___________
attempted rescission of the contract, agreement or bond, nor by any conditions precedent or subsequent in the bond attempting to limit the right of recovery of claimants otherwise entitled to recover under any such contract or agreement or under the bond, nor by any fraud practiced by any person other than the claimant seeking to recover on the bond and that this bond be construed most strongly against the Surety and in favor of all persons for whose benefit such bond is given, and under no circumstances shall Surety be released from liability to those for whose benefit such bond has been given, by reason of any breach of contract between the owner or City and original contractor or on the part of any obligee named in such bond, but the sole conditions of recovery shall be that claimant is a person described in Section 9100 of the Civil Code, and has not been paid the full amount of his claim and that Surety does hereby waive notice of any such change, extension of time, addition, alteration or modification herein mentioned and the provisions of sections 2819 and 2845 of the California Civil Code.
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Contract No. ___________
IN WITNESS WHEREOF, we have hereunto set our hands and seals this _______ day of ______________, 20__.
(Corporate Seal)
Contractor/ Principal
By ____________________ ____
Printed name: _______________________
Title: ______________________________
(Corporate Seal) Surety
By: ________________________________
Printed Name: _______________________
Attorney-in-Fact
(Attach Attorney-in-Fact Certificate)
Signatures of those signing for the Contractor and Surety must be notarized and evidence of corporate authority attached. A Power-of-Attorney authorizing the person signing on behalf of the Surety to do so much be attached hereto.

NOTE: A copy of the Power-of-Attorney authorizing the person signing on behalf of the Surety to do so must be attached hereto.
334
Contract No. ___________
NOTE: This acknowledgment is to be completed for Contractor/Principal.

STATE OF CALIFORNIA
COUNTY OF ______________
On _________________, 20___, before me, _______________________________, Notary Public, personally appeared _______________________________ , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of
the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature of Notary Public

Signer is representing:

Name Of Person(s) Or Entity(ies)
Signer(s) Other Than Named Above
335
Contract No. ___________
NOTE: This acknowledgment is to be completed for the Attorney-in-Fact. The Power-of-Attorney to local representatives of the bonding company must also be attached.

I certify under PENALTY OF PERJURY under the laws of
the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature of Notary Public

Signer is representing:

Name Of Person(s) Or Entity(ies)
Signer(s) Other Than Named Above
336
City of Palm Desert
PW - Operations & Maintenance
Randy Chavez, Deputy Director
73-510 Fred Waring Drive, Palm Desert, CA 92260
[VINTAGE LANDSCAPE] RESPONSE DOCUMENT REPORT
RFP No. 2025-RFP-148
Landscape Maintenance Area (LMA) No. 16
RESPONSE DEADLINE: April 15, 2025 at 5:00 pm
Report Generated: Saturday, April 26, 2025
Vintage Landscape Response

CONTACT INFORMATION
Company:

Vintage Landscape
Email:
[email protected]
Contact:

Joe Stein
Address:
78755 Darby Road
Bermuda Dunes, CA 92203
Phone:
(760) 422-7509
Website:
www.vintagelandscape.com
Submission Date:

Apr 15, 2025 4:39 PM (Pacific Time)
337
[VINTAGE LANDSCAPE] RESPONSE DOCUMENT REPORT
RFP No. 2025-RFP-148
Landscape Maintenance Area (LMA) No. 16
[VINTAGE LANDSCAPE] RESPONSE DOCUMENT REPORT
Request For Proposal - Landscape Maintenance Area (LMA) No. 16

Page 2 ends

Palm Desert City CouncilMay 22, 2025

Palm Desert City Council
May 22, 2025