ATTACHMENT A
Professional Services
Agreements 25Q441
PROFESSIONAL SERVICES AGREEMENT 25Q441
URBAN DESIGN SERVICES FOR CONVENTION
CENTER CONNECTOR
This Prof essional Services Agreement (“Agreement”) is entered into this 14 th day of January, 2026 (“Effective Date”), by and between the City of Palm Springs, a California charter city and municipal corporation, (“City”) and Globalmelk (“!melk”) a limited liability company, (“Consultant”). City and Consultant a re individually referred to as “Party” and are collectively referred to as the “Parties.”
RECITALS
A. City requires the services of a qualified firm, for urban design services to develop a comprehensive design vision and implementation strategy for an urban connector that enhances vehicular, pedestrian, and bicycle access between the PSCC and its surrounding downtown context (“Project”).
B. Consultant has submitted to City a proposal to provide urban design services , to City under the terms of this Agreement.
C. Consultant is qualified by virtue of its experience, training, education, reputation, and expertise to provide these services and has agreed to provide such services as provided in this Agreement.
D. City desires to retain Consultant to provide such professional services.
NOW, THEREFORE, in consideration of the promises and mutual obligations, covenants, and conditions contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
AGREEMENT
1. SERVICES OF CONSULTANT
1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant agrees to perform the professional services set forth in the Scope of Services described in Exhibit “A” (the “Services” or “Work”), which is attached and incorporated herein by this reference. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that Consultant is a provider of first class work and professional services and that Consultant is experienced in perf orming the Work contemplated and, in light of such status and experience, Consultant covenants that it shall perform the Work in a competent, professional, and satisfactory manner consistent with the level of care and skill ordinarily exercised by high quality, experienced and well qualified members of the profession currently practicing under similar conditions.
1.2 Contract Documents. The Agreement between the Parties shall consist of the following: (1) this Agreement; (2) the Scope of Services; (3) the City’s Request for Proposals; and, (4) the Consultant’s signed, original proposal submitted to the City (“Consultant’s Proposal”), (collectively referred to as the “Contract Documents”). The City’s Request for Proposals and the Consultant’s Proposal, which are both attached as Exhibit “B”, respectively, are incorporated
herein by this reference and are made a part of this Agreement. The Scope of Services shall include the Consultant’s Proposal. All provisions of the Scope of Services, the City’s Request for Proposals and the Consultant’s Proposal shall be binding on the Parties. Should any conflict or inconsistency exist in the Contract Documents, the conflict or inconsistency shall be resolved by applying the provisions in the highest priority document, which shall be determined in the following order of priority: (1st) the provisions of the Scope of Services (Exhibit “A”); (2 nd) the provisions of the City’s Request for Proposal; (3 rd) the terms of this Agreement; and, (4 th) the provisions of the Consultant’s Proposal.
1.3 Compliance with Law. Consultant warrants that all Services rendered shall be performed in accordance with all applicable federal, state, and local laws, statutes, ordinances lawful orders, rules, and regulations. Consultant shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement.
1.4 Licenses, Permits, Fees, and Assessments . Consultant represents and warrants to City that it has obtained all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession and perform the Work required by this Agreement. Consultant represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, qualification, or approval that is legally required for Consultant to perform the Work and under this Agreement.
1.5 Familiarity with Work. By executing this Agreement, Consultant warrants that Consultant: (a) has thoroughly investigated and considered the Scope of Services to be performed, (b) has carefully considered how the Services should be performed, and (c) fully understands the facilities, difficulties, and restrictions attending performance of the Services under this Agreement. If the Services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of any Services. Should the Consultant discover any latent or unknown conditions that will materially affect the performance of the Services, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the City.
2. COMPENSATION
2.1 Maximum Contract Amount. For the Services rendered under this Agreement, Consultant shall be compensated by City in accordance with the Schedule of Compensation, which is attached as Exhibit “B” and incorporated herein by this reference. Compensation shall not excee d the maximum contract amount of One Million Five Hundred Thousand Dollars ($1,500,000) ("Maximum Contract Amount"), except as may be provided under Section 2.3. The method of compensation shall be as set forth in Exhibit “B.” Compensation for necessary expenditures must be approved in advance by the Contract Officer designated under Section 4.2.
The Maximum Contract Amount shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City. Consultant shall not be entitled to any increase in the Maximum Contract Amount for attending these meetings.
2.2. Method of Payment . Unless another method of payment is specified in the Schedule of Compensation (Exhibit “B”), in any month in which Consultant wishes to receive payment, Consultant shall submit to the City an invoice for Services rendered prior to the date of the invoice. The invoice shall be in a form approved by the City’s Finance Director and must be submitted no later than the tenth (10th) working day of such month. Such requests shall be based upon the amount and value of the Services performed by Consultant and accompanied by such reporting data including an itemized breakdown of all costs incurred and tasks performed during the period covered by the invoice, as may be required by the City. City shall use reasonable efforts to make payments to Consultant within forty-five (45) days after receipt of the invoice or as soon as is reasonably practical. There shall be a maximum of one payment per month.
2.3 Changes in Scope. In the event any change or changes in the Scope of Services is requested by City, the Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into:
A. To provide for revisions or modifications to documents, work product, or work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Consultant’s profession.
2.4 Appropriations. This Agreement is subject to and contingent upon funds being appropriated by the City Council for each fiscal year covered by the Agreement. If such appropriations are not made, this Agreement shall automatically terminate without penalty to the City.
3. SCHEDULE OF PERFORMANCE
3.1 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of three-years, commencing on the Effective Date, and ending on December 31, 2028, unless extended by mutual written agreement of the Parties. However, the term shall not exceed three years from the Effective Date, except as otherwise provided in the Schedule of Performance described in Section 3.4 below.
3.2 Termination Prior to Expiration of Term . The City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Consultant.
Where termination is due to the fault of Consultant and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Consultant shall immediately cease all Services except such as may be specifically approved by the Contract Officer. Consultant shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer after such notice. City shall not be liable for any costs other than the charges or portions thereof which ar e specified herein. Consultant shall not be entitled to payment for unperformed Services, and shall not be en titled to damages or compensation for termination of Work. Consultant may not terminate this Agreement except for cause, upon thirty (30) days written notice to City.
3.3 Schedule of Performance. Consultant shall commence the Services under this Agreement upon receipt of a written notice to proceed and shall perform all Services within the time period(s) established in the Schedule of Performance. When requested by Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer, but such extensions shall not exceed one hundred eighty (180) days cumulatively; however, the City shall not be obligated to grant such an extension.
3.4 Force Majeure. The time for performance of Services to be rendered under this Agreement may be extended because of any delays due to a Force Majeure Event, if Consultant notifies the Contract Officer within ten (10) days of the commencement of the Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Consultant’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (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 Work); and (4) 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 the City in its capacity as a municipal authority. After Consultant notification, the Contract Officer shall investigate the facts and the extent of any necessary delay, and extend the time for performing the Services for the period of the enforced delay when and if, in the Contract Officer’s judgment, such delay is justified.
The Contract Officer’s determination shall be final and conclusive upon the Parties to this Agreement. The Consultant will not receive an adjustment to the contract price or any other compensation. Notwithstandi ng the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.
4. COORDINATION OF WORK
4.1 Representative of Consultant . The following principal of Consultant is designated as being the principal and representative of Consultant authorized to act in its behalf and make all decisions with respect to the Services to be performed under this Agreement: Jerry van Eyck, Founder and President. It is expressly understood that the experience, knowledge, education, capability, expertise, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the Services performed hereunder. The foregoing principal may not be changed by Consultant without prior written approval of the Contract Officer.
4.2 Contract Officer . The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Consultant shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the Services. Consultant shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer.
4.3 Prohibition Against Subcontracting or Assignments. The experience, knowledge, education, capability, and reputation of Consultant, its principals and employees, were a substantial inducement for City to enter into this Agreement. Consultant shall not contract with any other individual or entity to perform any Services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operatio n of law, without the prior written approval of City. Subcontracts, if any, shall contain a provisions making them subject to all provisions stipulated in this Agreement including without limitation the insurance and indemnification requirements. If Consul tant is permitted to subcontract any part of this Agreement by City, Consultant shall be responsible to City for the acts and omissions of its subconsultant(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subconsultant and City. All persons engaged in the Work will be considered employees of Consultant. City will deal directly with and will make all payments to Consultant. In addition, neither this Agreement nor any interest in this Agreement may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written consent of City.In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release Consultant or any surety of Consultant from any liability under this Agreement without the express written consent of City.
4.4 Independent Consultant. The legal relationship between the Parties is that of an independent Consultant, and nothing shall be deemed to make Consultant a City employee.
A. During the performance of this Agreement, Consultant and its officers, employees, and agents shall act in an independent capacity and shall not act or represent themselves as City officers or employees. The personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Neither City nor any of its officers, employees, or agents shall have control over the conduct of Consultant or any of its officers, employees, or agents, except as set forth in this Agreement. Consultant, its officers, employees, or agents shall not maintain an office or any other type of fixed business location at City’s offices. City shall have no voice in the selection, discharge, supervision, or control of Consultant’s employees, servants, representatives, or agents, or in fixing their number, compensation, or hours of service. Consultant shall pay all wages, salaries, and other amounts due its employees in connection with this Agreement and shall be responsible for all reports and obligations respecting them, including but not limited to social security income tax withholding, unemployment compensation, workers’ compensation, and other similar matters. City shall not in any way or for any purpose be deemed to be a partner of Consultant in its business or otherwise a joint venturer or a member of any joint enterprise with Consultant.
B. Consultant shall not have any authority to bind City in any manner. This includes the power to incur any debt, obligation, or liability against City.
C. No City benefits shall be available to Consultant, its officers, employees, or agents in connection with any performance under this Agreement. Except for professional fees paid to Consultant as provided for in this Agreement, City shall not pay salaries, wages, or other compensation to Consultant for the performance of Services under this Agreement. City shall not be liable for compensation or indemnification to Consultant, its officers, employees, or agents, for injury or sickness arising out of performing Services. If for any reason any court or governmental agency determines that the City has financial obligations, other than under Section 2 and Subsection 1.8 in this Agreement, of any nature relating to salary, taxes, or benefits of Consultant’s office rs, employees, servants, representatives, subconsultants, or agents, Consultant shall indemnify City for all such financial obligations.
4.5 California Labor Code Requirements.
A. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). 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 for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sec tions 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).
B. 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 for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements.
5. INSURANCE
5.1 Types of Insurance. Consultant shall procure and maintain, at its sole cost and expense, the insurance described herein. The insurance shall be for the duration of this Agreement and includes any extensions, unless otherwise specified in this Agreement. The insurance shall be procured in a form and content satisfactory to City. The insurance shall apply against claims which may arise from the Consultant's performance of Work under this Agreement, including Consultant's agents, representatives, or em ployees. In the event the City Manager determines that the Work or Services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Consultant agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the City Manager or his designee. Consultant shall immediately substitute any insurer whose A.M. Best rating drops below the levels specified in this Agreement. Except as otherwise authorized below for professional liability (errors and omissions) insurance, all insurance provided under this Agreement shall be on an occurrence basis. The minimum amount of insurance required shall be as follows:
A. Errors and Omissions Insurance. Contractor shall obtain and maintain in full force and effect throughout the term of this Agreement, standard industry form contract liability (errors and omissions) insurance coverage in an amount of not less than one million dollars ($1,000,000.00) per occurrence and two- million dollars ($2,000,000.00) annual aggregate, in accordance with the provisions of this section.
X required
is not required;
(1) Consultant shall either: (a) certify in writing to the City that Consultant is unaware of any professional liability claims made against Consultant and is unaware of any facts which may lead to such a claim against Consultant; or (b) if Consultant does not provide the certification under (a), Consultant shall procure from the professional liability insurer an endorsement providing that the required limits of the policy shall apply separately to claims arising from errors and omissions in the rendition of services under this Agreement.
(2) If the policy of insurance is written on a “claims made” basis, the policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of three (3) years from the date of the completion of the Services provided hereunder. In the event of termination of the policy during this period, Consultant shall obtain continuing insurance coverage for the prior acts or omissions of Consultant during the course of performing Services under the terms of this Agreem ent. The coverage shall be evidenced by either a new policy evidencing no gap in coverage, or by obtaining separate extended “tail” coverage with the present or new carrier or other insurance arrangements providing for complete coverage, either of which shall be subject to the written approval by the City Manager.
(3) In the event the policy of insurance is written on an “occurrence” basis, the policy shall be continued in full force and effect during the term of this Agreement, or until completion of the Services provided for in this Agreement, whichever is later . In the event of termination of the policy during this period, new coverage shall immediately be obtained to ensure coverage during the entire course of performing the Services under the terms of this Agreement.
B. Workers’ Compensation Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, workers’ compensation insurance in at least the minimum statutory amounts, and in compliance with all other statutory requirements, as required by the State of California. Consultant agrees to waive and obtain endorsements from its workers’ compensation insurer waiving subrogation rights under its workers’ compensation insurance policy against the City and to require each of its subconsultants, if any, to do likewise under their workers’ compensation insurance policies. If Consultant has no employees, Consultant shall complete the City’s Request for Waiver of Workers’ Compensation Insurance Requirement form.
C. Commercial General Liability Insurance . Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of at least one million dollars ($1,000,000.00) and two million dollars ($2,000,000.00) general aggregate for bodily injury and property damage including coverages for contractual liability, personal injury, independent Consultants, broad form property damage, products and completed operations.
D. Business Automobile Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of business automobile liability insurance written on a per occurrence basis with a single limit liability in the amount of one million dollars ($1,000,000.00) bodily injury and property damage. The policy shall include coverage for owned, non-owned, leased, and hired cars.
E. Employer Liability Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of employer liability insurance written on a per occurrence basis with a policy limit of at least one million dollars ($1,000,000.00) for bodily injury or disease.
5.2 Deductibles and Self -Insured Retentions . Any deductibles or self -insured retentions must be declared to and approved by the City Manager or his/her designee prior to commencing any work or services under this Agreement. Consultant guarantees payment of all deductibles and self -insured retentions. City reserves the right to reject deductibles or self - insured retentions in excess of $10,000, and the City Manager or his/her designee may require evidence of pending claims and claims history as well as ev idence of Consultant’s ability to pay claims for all deductible amounts and self-insured retentions proposed in excess of $10,000.
5.3 Other Insurance Requirements. The following provisions shall apply to the insurance policies required of Consultant under this Agreement:
A. For any claims related to this Agreement, Consultant’s coverage shall be primary insurance with respect to the City and its officers, council members, officials, employees, agents, and volunteers. Any insurance or self -insurance maintained by the City and its officers, council members, officials, employees, agents, and volunteers shall be in excess of Consultant’s insurance and shall not contribute with it.
B. Any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to City and its officers, council members, officials, employees, agents, and volunteers.
C. All insurance coverage and limits provided by Consultant and available or applicable to this Agreement are intended to apply to each insured, including additional insureds, against whom a claim is made or suit is brought to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations shall limit the application of such insurance coverage.
D. No required insurance coverages may include any limiting endorsement which substantially impairs the coverages set forth in this Agreement (e.g., elimination of contractual liability or reduction of discovery period), unless the endorsement has first been submitted to the City Manager and approved in writing.
E. Consultant agrees to require its insurer to modify insurance endorsements to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the endorsements. Certificates of insurance will not be accepted in lieu of required endorsements, and submittal of certificates without required endorsements may delay commencement of the Project. It is Consultant’s obligation to ensure timely compliance with all insurance submittal requirements as provided in this Agreement.
F. Consultant agrees to ensure that subconsultants, and any other parties involved with the Project who are brought onto or involved in the Project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and as sumes 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 sub consultants and others engaged i n the Project will be submitted to the City for review.
G. Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on the City nor does it waive any rights in this or any other regard.
H. Consultant shall provide proof that policies of insurance required in this Agreement, expiring during the term of this Agreement, have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. Endorsements as required in this Agreement applicable to the renewing or new coverage shall be provided to City no later than ten (10) days prior to expiration of the lapsing coverage.
I. Requirements of specific insurance coverage features or limits contained in this section are not intended as limitations on coverage, limits, or other requirements, or as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all-inclusive.
J. The requirements in this section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impair the provisions of this section.
K. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the Work performed under this Agreement and for any other claim or loss which may reduce the insurance available to pay claims arising out of this Agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City, or to reduce or dilute insurance available for payment of potential claims.
L. Consultant agrees that the provisions of this section shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages resulting from the Consultant’s activities or the activities of any person or person for which the Consultant is otherwise responsible.
5.4 Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best’s Key Rating of B++, Class VII, or better, unless such requirements are waived in writing by the City Manager or his designee due to unique circumstances.
5.5 Verification of Coverage. Consultant shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, affecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Consultant’s insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers’ Compensation policies.
Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate:
A. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured…” ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement).
B. "This insurance is primary and non -contributory over any insurance or self - insurance the City may have..." ("as respects City of Palm Springs Contract No.___ " or "for any and all work performed with the City" may be included in this statement).
C. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named. " Language such as, “endeavor to” mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out.
D. Both the Workers’ Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers.
In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificat es of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Consultant’s obligation to provide them.
6. INDEMNIFICATION
6.1 Indemnification and Reimbursement. To the fullest extent permitted by law, Consultant shall defend (at Consultant’s sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the “Indemnified Parties”), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively “Claims”), including but not limited to, Claims arising from injuries to or death of persons (Consultant’s employees included), for damage to property, including property owned by City, for any violation of any federal, state, or local law or ordinance or in any manner ar ising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct committed by Consultant, its officers, employees, representatives, and agents, that arise out of or relate to Consultant’s performance of Services or this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the Indemnified Parties. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Consultant’s indemnification obligation or other liability under this Agreement. Consultant’s indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final.
6.2 Design Professional Services Indemnification and Reimbursement. 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 limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant in the performance of the Services or this Agreement, and, upon 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.
7. REPORTS AND RECORDS
7.1 Accounting Records. Consultant shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement.
Consultant shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and to enable the Contract Officer to evaluate the performance of such Services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records.
7.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the Services required by this Agreement, or as the Contract Officer shall require. Consultant acknowledges that the City is greatly concerned about the cost of the Work to be performed under this Agreement. For this reason, Consultant agrees that Consultant shall promptly notify the Contract Officer the estimated increased or decreased cost if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the Services. If Consultant is providing design services, Consultant shall promptly notify the Contract Officer the estimated increased or decreased cost for the projec t being designed if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the design services.
7.3 Ownership of Documents. All drawings, specifications, reports, records, documents, memoranda, correspondence, computations, and other materials prepared by Consultant, its employees, subconsultants, and agents in the performance of this Agreement shall be the property of City and shall be promptly delivered to City upon request of the Contract Officer or upon the termination of this Agreement. Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials. Any use of such completed documents for other projects and/or use of incomplete documents without specific written authorization by the Consultant will be at the City's sole risk and without liability to Consultant, and the City shall indemnify the Consultant for all resulting damages. Consultant may retain copies of such documents for their own use.
Consultant shall have an unrestricted right to use the concepts embodied tin this Agreement.
Consultant shall ensure that all its subconsultants shall provide for assignment to City of any documents or materials prepared by them. In the event Consultant fails to secure such assignment, Consultant shall indemnify City for all resulting damages.
7.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of Services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer.
All information gained by Consultant in the performance of this Agreement shall be considered confidential and shall not be released by Consultant without City’s prior written authorization.
7.5 Audit and Inspection of Records. After receipt of reasonable notice and during the regular business hours of City, Consultant shall provide City, or other agents of City, such access to Consultant’s books, records, payroll documents, and facilities as City deems necessary to examine, copy, audit, and inspect all accounting books, records, work data, documents, and activities directly related to Consultant’s performance under this Agreement. Consultant shall maintain such books, records, data, and documents in accordance with generally acc epted accounting principles and shall clearly identify and make such items readily accessible to such parties during the term of this Agreement and for a period of three (3) years from the date of final payment by City hereunder.
8. ENFORCEMENT OF AGREEMENT
8.1 California Law and Venue. This Agreement shall be construed and interpreted both as to validity and as to performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such County, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action.
8.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs.
8.3 Default of Consultant. Consultant’s failure to comply with any provision of this Agreement shall constitute a default.
A. If the City Manager, or his designee, determines that Consultant is in default in the performance of any of the terms or conditions of this Agreement, he/she shall notify Consultant in writing of such default. Consultant shall have ten (10) days, or such longer period as City may designate, to cure the default by rendering satisfactory performance. In the event Consultant fails to cure its default within such period of time, City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice of any remedy to which City may be entitled at law, in equity, or under this Agreement. Consultant shall be liable for all reasonable costs incurred by City as a result of such default. Compliance with the provisions of this section shall not constitute a waiver of any City right to take legal action in the event that the dispute is not cured, provided that nothing shall limit City’s right to terminate this Agreement without cause under Section 3.2.
B. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 8.3(A), take over the work and prosecute the same to completion by contract or otherwise. The Consultant shall be liable to the extent that the total cost for completion of the Services required hereunder exceeds the Maximum Contract Amount (provided that the City shall use reasonable efforts to mitigate such damages). The City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. The withholding or failure to withhold payments to Consultant shall not limit Consultant’s liability for completion of the Services as provided in this Agreement.
8.4 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. Any waiver by the Parties of any default or breach of any covenant, condition, or term contained in this Agreement, shall not be construed to be a waiver of any subsequent or other default or breach, nor shall failure by the Parties to require exact, full, and complete compliance with any of the covenants, conditions, or terms contained in this Agreement be construed as changing the terms of this Agreement in any manner or preventing the Parties from enforcing the full provisions.
8.5 Rights and Remedies Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.
8.6 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, remedy or recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement.
8.7 Attorney Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non-judicial proceeding, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to recover from the non- prevailing Party all reasonable costs and expenses. These include but are not limited to reasonable attorney fees, expert consultant fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment ente red in such proceeding. To the extent authorized by law, in the event of a dismissal by the plaintiff or petitioner of the litigation or non- judicial proceeding within thirty (30) days of the date set for trial or hearing, the other Party shall be deemed to be the prevailing Party in such litigation or proceeding.
9. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
9.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Consultant, or any successor-in-interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.
9.2 Conflict of Interest. Consultant acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement nor shall Consultant enter into any agreement of any kind with any such officer or employee during the term of thi s Agreement and for one (1) year thereafter. Consultant warrants that Consultant has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement.
9.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Consultant shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin ( i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis”). Consultant shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City’s lawful capacity to enter this Agreement, and in executing this Agreement, Consultant certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Consultant activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Consultant is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting.
10. MISCELLANEOUS PROVISIONS
10.1 Patent and Copyright Infringement. To the fullest extent permissible under law, and in lieu of any other warranty by City or Consultant against patent or copyright infringement, statutory or otherwise:
A. It is agreed that Consultant shall defend at its expense any claim or suit against City on account of any allegation that any item furnished under this Agreement, or the normal use or sale arising out of the performance of this Agreement, infringes upon any presently existing U.S. letters patent or copyright and Consultant shall pay all costs and damages finally awarded in any such suit or claim, provided that Consultant is promptly notified in writing of the suit or claim and given authority, information and assistance at Consultant’s expense for the defense of same, and provided such suit or claim arises out of, pertains to, or is related to the negligence, recklessness or willful misconduct of Consultant. However, Consultant will not indemnify City if the suit or claim results from: (1) City's alteration of a deliverable, such that City’s alteration of such deliverable created the infringement upon any presently existing U.S. letters patent or copyright; or (2) the use of a deliverable in combination with other material not provided by Consultant when it is such use in combination which infringes upon an existing U.S. letters patent or copyright.
B. Consultant shall have sole control of the defense of any such claim or suit and all negotiations for settlement in the event City fails to cooperate in the defense of any suit or claim, provided, however, that such defense shall be at Consultant’s expense. Consultant shall not be obligated to indemnify City under any settlement that is made without Consultant’s consent, which shall not be unreasonably withheld. If the use or sale of such item is enjoined as a result of the suit or claim, Consultant, at no expense to City, shall obtain for City the right to use and sell the item, or shall substitute an equivalent item acceptable to City and extend this patent and copyright indemnity thereto.
10.2 Notice. Any notice, demand, request, consent, approval, or communication that either party desires, or is required to give to the other party or any other person shall be in writing.
All notices shall be personally delivered, sent by pre- paid First Class U.S. Mail, registered or certified mail, postage prepaid, return receipt requested, or delivered or sent by facsimile with attached evidence of completed transmission. All notices shall be deemed received upon the earlier of (i) the date of delivery to the address of the person to receive such notice if delivered personally or by messenger or overnight courier; (ii) five (5) business days after the date of posting by the United States Post Office if by mail; or (iii) when sent if given by facsimile. Any notice, request, demand, direction, or other communication sent by facsimile must be confirmed within forty-eight (48) hours by letter mailed or delivered. Other forms of electronic transmission such as e-mails, text messages, and instant messages are not acceptable manners of notice required hereunder. Notices or other communications shall be addressed as follows:
To City: City of Palm Springs
Attention: City Manager & City Clerk
3200 E. Tahquitz Canyon Way
Palm springs, California 92262
Telephone: (760) 323-8204
Facsimile: (760) 323-8332
To Consultant: Globalmelk LLC
Attention: Jerry van Eyck, President
48 Wall Street, Fl 11
New York, NY 10005
Telephone: (212) 513-1025
10.3 Integrated Agreement . This Agreement constitutes the entire understanding between the Parties and supersedes and cancels all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to the subject matter in this Agreement.
10.4 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement signed by all Parties.
10.5 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement shall be determined to be invalid by a final judgment or decree of a court of competent jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the reminder of that provision, or the remaining provisions of this Agreement unless the invalid provision is so material that its invalidity deprives either Party of the basic benefit of their bargain or renders this Agreement meaningless.
10.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties’ successors and assignees.
10.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third- party beneficiary or otherwise, upon any entity or person not a party to this Agreement.
10.7 Recitals. The above- referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same.
10.8. Corporate Authority. Each of the undersigned represents and warrants that (i) the Party for which he or she is executing this Agreement is duly authorized and existing, (ii) he or she is duly authorized to execute and deliver this Agreement on behalf of the Party for which he or she is signing, (iii) by so executing this Agreement, the Party for which he or she is signing is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which the Party for which he or she is signing is bound.
10.9 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.
10.10 Compliance with Economic Sanctions in Response to Russia's Actions in Ukraine. When funding for the services is provided, in whole or in part, by an agency controlled of the State of California, Consultant shall fully and adequately comply with California Executive Order N-6-22 (“Russian Sanctions Program”). As part of this compliance process, Consultant shall also certify compliance with the Russian Sanctions Program by completing the form located in Exhibit “C” (Russian Sanctions Certification), at tached hereto and incorporated herein by reference. Consultant shall also require any subconsultants to comply with the Russian Sanctions Program and certify compliance pursuant to this Section.
[SIGNATURES ON NEXT PAGE]
SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN
THE CITY OF PALM SPRINGS AND GLOBALMELK LLC
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below.
CONSULTANT:
By: ______________________________ By: _______________________________ Jerry van Eyck President Ian Hampson, Director
Date: __ Date:
CITY OF PALM SPRINGS:
APPROVED BY CITY COUNCIL:
Date: ___January 14, 2026 Item No.
APPROVED AS TO FORM: ATTEST:
By: ___________________________ By: _______________________________ City Attorney City Clerk
APPROVED:
By: _______________________________ Date:
City Manager –up to $150,000
Deputy/Assistant City Manager – up to $50,000
Director – up to $25,000
Manager – up to $5,000
EXHIBIT “A”
SCOPE OF SERVICES
1.1. Background:
In response to evolving market demands and the need to maintain competitiveness in the regional convention landscape, the City of Palm Springs is initiating a comprehensive renovation and expansion of the Palm Springs Convention Center (PSCC). A cornerstone of the City’s hospitality and tourism economy, the PSCC has served as a premier venue for conferences, exhibitions, and community events since its original construction in 1984. A major expansion and modernization effort was completed in 2005, significantly increasing the facility’s capacity and enhancing its amenities. Despite these improvements, many of the PSCC’s core systems, finishes, and functional spaces now require further upgrades to meet current industry standards and user expectations.
The City, together with its hospitality stakeholders, has expressed the intent to establish a identifiable, branded convention district that links the PSCC with adjacent properties and the downtown core while enhancing the pedestrian experience, resolving traffic conflicts, and providing graphic continuity through placemaking and wayfinding.
The City of Palm Springs is soliciting qualifications from urban design and landscape architecture teams, along with brand and marketing teams, to lead the planning and design of a district scale urban connectivity strategy that links the PSCC with adjacent properties and the downtown core and identifies the PSCC District in harmony with the world class destination of Palm Springs. This work will be a critical component of a broader PSCC Renovation and Expansion Project for the Convention Center, which is b eing delivered in multiple stages in a separate solicitation (RFQ #16-25):
1.2. Scope of Work:
Urban Connectivity Objectives
Part 1: Connectivity Strategy and Urban Design
The Consultant shall be responsible for developing a comprehensive design vision and implementation strategy for an urban connector that enhances vehicular, pedestrian, and bicycle access between the PSCC and its surrounding downtown context. In addition, a component of the work product will include branding the convention center district which will carry through, but not limited to, signage, experience, and advertising.
A. Defining Urban Connector District Boundaries
a. Consultant shall consider the following area as a recommendation and starting point.
Initial boundary was recommended by the Palm Springs joint City and Public Urban Connectivity Working Group.
i. Arenas Road and Amado Road routes from the Convention Center to the downtown corridor shall be considered as the key connector with the outer areas as support connectors.
b. General Information
i. Implementation will happen in stages.
ii. Each stage will have different areas of emphasis but must be approached with the wider district plan in mind.
iii. There will be varying levels of development/improvement throughout the district.
c. Identify other districts/points of interest to connect. i. Include strengthened connections to downtown, hotels, the Agua Caliente Cultural Museum, and the Agua Caliente Casino Palm Springs. d. Integrate the PSCC district master plan with the Section 14 Specific Plan as required.
i. https://www.palmspringsca.gov/home/showpublisheddocument/32127/6 35947779722900000
B. Comprehensive Assessment of Existing Conditions
a. Including, but not limited to land use, zoning, compilation of city provided surveys.
b. Deliverables should include but not limited to
i. A written existing conditions report (in PDF format) including maps, tables, and narrative analysis.
ii. GIS data files or shapefiles if applicable
iii. Summary matrix of key findings and implications for project scope C. Develop District Kit of Parts in concert with the Brand Identification Scope and offer design solutions to implement in this and other downtown areas/nodes. a. This deliverable will be used by the City Council and stakeholders as a menu of options from which to direct the final engineered design solution. The kit of parts should be interchangeable and include multiple options at varying costs such that the final design can be assembled in whole from individual recommended urban design elements.
b. Elements to include but not limited to:
i. Lighting
ii. Public Art
iii. Shade structure(s)
iv. Streetscape improvements
v. District wayfinding/placemaking strategies
vi. Green infrastructure
D. Anticipated professional services:
Consultant shall provide the following professional services. a. Urban design
b. Landscape architecture
c. Lighting design
d. Communications and public engagement
E. Deliverables:
a. Understanding of existing master plan goals and identification on path forward for improvements
b. Visioning and strategic planning report
c. Conceptual planning and phasing
d. Develop District Kit of Parts (in concert with Brand Identity) i. Rough Order of Magnitude cost estimate for each design element (to inform the entire Urban Design implementation and construction budgeting process)
e. Public engagement reporting in conjunction with the City i. Working group presentations
ii. City Council presentations
1. 3. Schedule:
Work will commence on January 1, 2026, and all work shall be completed by December 31, 2027. Current project planning is based on the following milestones.
A
rchitectural services contract award November2025
District Planning design services contract award December 2025 Stage 1 Construction Begins June 2026
Stage 1 Construction Complete February 2027
Stage 2 Construction Begins March 2027
Stage 2 Construction Complete June 2028
District Improvements Construction Begins January 2027 District Improvements Construction Complete December 2027 Consultant shall coordinate with the other PSCC projects to align the urban planning scope to be designed, permitted and constructed to match the PSCC Renovation and Expansion substantial completion timeline.
1. 4. Compensation:
Work will be compensated on a not-to-exceed basis in accordance with Exhibit "B". Contract pricing includes all labor, expenses, and incidentals to complete the work outlined in the contract scope. The Consultant may request monthly payments based on the percentage of work completed for the previous month as long as a detailed progress report is provided to support the amount requested. No additional compensation will be due by the City unless the contract is modified for additional work requested by the City.
EXHIBIT “B”
SCHEDULE OF COMPENSATION
The fee, staffing, and travel allocations below respond to the City’s request for a breakdown of an allocated $1,500,000 not-to-exceed fee, inclusive of all professional services for !melk and its subconsultants. All services will be billed on an hourly, task-order basis consistent with the contract structure.
A. Scope of Work Summary
!melk’s professional services include:
• Defining district boundaries and connectivity networks; • Comprehensive assessment of existing physical, regulatory, and operational conditions; • Development of a district-wide Vision and Strategic Planning Report; • Urban design and conceptual planning for phased implementation; • Creation of a District Public Realm Kit of Parts, in coordination with the Branding/Marketing team; • Rough Order of Magnitude (ROM) cost estimating for all design elements; • Public engagement support and communications;
• GIS mapping, analysis, and reporting;
• Working Group, stakeholder, and City Council presentations; • Coordination with the PSCC architectural team and the Section 14 Specific Plan.
This work will be structured to align with the PSCC Renovation and Expansion schedule and the phased construction timelines. The contract period extends from January 1, 2026 through December 31, 2028.
B. Task Descriptions
1. Existing Conditions Assessment & District Boundary Definition Includes:
• Land use and zoning review;
• Survey compilation and GIS mapping;
• Mobility and circulation analysis;
• Urban systems and environmental conditions review;
• Written Existing Conditions Report (PDF);
• Summary of key findings and implications.
2. District Visioning & Strategic Planning Report
Includes:
• Urban design framework;
• Connectivity logic and hierarchy;
• District identity principles;
• Integration with the Section 14 Specific Plan;
• Stakeholder and Working Group vision refinement sessions; • Graphic narrative and high-level framework diagrams.
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3. Conceptual Planning & Phasing Strategy
Includes:
• Conceptual district-wide design alternatives;
• Vehicular, pedestrian, bicycle, and micro-mobility improvements; • Shade, lighting, landscape, and placemaking strategies; • Corridor-specific masterplans (Arenas Road, Amado Road, secondary connectors); • Phasing approach aligned with PSCC construction staging; • Coordination with the architectural team and Section 14 planning efforts.
4. District Kit of Parts (with Branding/Marketing Team) Includes development of planning-level design guidelines and a flexible, district-wide Kit of Parts intended to inform future detailed design:
• Lighting concepts and district-wide lighting guidelines; • Public art framework and recommended placement strategies; • Shade and microclimate principles, including high-level structure typologies; • Streetscape and furnishing guidelines establishing character and hierarchy; • Wayfinding and placemaking strategies aligned with district branding; • Green infrastructure principles and integration opportunities; • A menu-based planning framework enabling cost flexibility and phased, scalable implementation.
5. Rough Order of Magnitude (ROM) Cost Estimates
Includes:
• ROM cost tables for each Kit-of-Parts element;
• Construction sequencing cost logic;
• District-wide cost modeling to support budgeting for implementation stages; • Coordination with cost estimator and engineering team.
6. Public Engagement & Communications
Includes:
• Meeting preparation and materials;
• Engagement strategy (in collaboration with City and PCSS staff); • Up to four (4) Community Engagement sessions and up to seven (7) Key Stakeholder workshops;; • Public engagement summary reports;
• Online and in-person presentation materials.
7. Presentations (Working Group, Stakeholders, City Council) Includes:
• Up to 10 Working Group presentations;
• Up to 3 City Council presentations;
• Coordination with architectural and branding consultants; • Final presentation materials and documentation.
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C. Hourly Rate Summary (Prime + Subconsultants)
(All rates extracted directly from approved schedules)
!melk - Urban Design / Landscape Architecture / Public Engagement / Team Coordination • Principal $ 390/hr
• Project Manager $ 270/hr
• Senior Designer $ 190/hr
• Designer $ 140/hr
• Technician $ 170/hr
• Draftsman $ 130/hr
• Administrative $ 85/hr
• Intern $ 65/hr
Sherwood Design Engineers - Civil Engineering
• Principals / Managing Principals / Design Principals $ 285 – $ 350/hr • Associate Principal $ 260/hr
• Senior Engineer / Sr. PM / Strategist $ 240 – $ 250/hr • Project Engineer / Designer III $ 200 – $ 220/hr • CAD / Design Tech / Designer II / Graphics $ 165 – $ 195/hr • Proj. Assistant $ 145/hr
L’Observatoire International - Lighting Design
• Principal $ 600/hr
• Project Director $ 375/hr
• Associate Project Director $ 325/hr
• Senior Associate $ 275/hr
• Associate $ 250/hr
• Senior Designer $ 200/hr
• Designer $ 170/hr
• Proj. Assistant / Draftsman / Renderer $140/hr
Gardiner & Theobald - Cost Estimating
• Managing Director $ 425/hr
• Senior Director $ 400/hr
• Director $ 275/hr
• Senior Assoc. Director $ 245/hr
• Associate Director / Senior Cost Manager $ 225/hr • Senior Project Manager / Cost Manager $ 195/hr
• Project Manager $ 175/hr
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D. Estimated Staffing Distribution
Based on the assumed scope and in order to build a responsible and efficient NTE estimate, the following staffing distribution is used:
• Principal: 8–10%
• Project Manager: 20–25%
• Senior Designer / Designer: 45–50%
• Technical / Drafting: 10%
• Administrative: 2–3%
• Subconsultants (combined): 10–15%
This staffing distribution reflects a masterplanning-level effort consistent with assignments of similar scope, scale, and complexity to the Palm Springs Convention Center District Urban Connectivity Strategy and Urban Design Scope.
Please note: A blended effective team rate is not used for billing; it is used only to translate NTE values into estimated hours for planning and allocation.
E. NTE Cost Summary
E.1 PROFESSIONAL SERVICES / ESTIMATED HOURS
Deliverable NTE Amount Estimated Hours
Existing Conditions Assessment $ 212,850 ~ 850 hrs
Visioning & Strategic Planning $ 283,800 ~ 1,135 hrs Conceptual Planning & Phasing $ 312,180 ~ 1,250 hrs
District Kit of Parts (Guidelines) $ 258,220 ~ 1,020 hrs ROM Cost Estimates $ 87,200 ~ 360 hrs
Public Engagement $ 193,800 ~ 780 hrs
Presentations (WG + Council) $ 70,950 ~ 285 hrs
TOTAL $ 1,419,000 ~ 5,680 hrs
Hours allocated per task order based on the approved rate sheets.
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E.2 REIMBURSABLE TRAVEL EXPENSES ALLOWANCE
In response to the City’s request, the NTE amount includes an allowance for reimbursable travel expenses for in-person meetings, public outreach, and key presentations.
Assumptions:
• Per-person, per-trip allowance: $1,500 (airfare, lodging for 2 nights, ground transportation, and per diem); For budgeting purposes, in-season trips (October–April) are assumed at approximately $1,700 per person per trip, and out-of-season trips (May–September) at approximately $1,300 per person per trip, yielding an average planning cost of $1,500 per person per trip. During the first year of the project, !melk assumes approximately one in-person trip per month to support coordination, public engagement, and presentations.
• Team size per trip: 3 !melk staff
• Estimated is eighteen (18) trips between January 1, 2026 and December 31, 2028; total travel allowance under this contract: $1,500 x 3 = $45,000 x 18 = $81,000 This $81,000 is included within the $1,500,000 NTE and is intended to cover travel associated with:
- Kick-off and coordination meetings;
- Stakeholder and community engagement sessions;
- Working Group meetings;
- Key milestone and City Council presentations.
Actual travel will be billed at cost in accordance with the contract, up to this allowance. Any material change in the agreed number of in-person trips or a significant shift in travel costs may require adjustment via task order or contract amendment, subject to City approval.
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F. Detailed Deliverables, Hours, & Assumptions
Below is a deliverables structure including subconsultant participation, meeting assumptions, and effort distribution.
1. Existing Conditions Assessment NTE: $ 212,850 - Estimated Hours: ~ 850 Scope:
• Land use, zoning, circulation, and environmental conditions review • GIS mapping and analysis
• Existing Conditions Report (PDF) and summary matrix
Subconsultant involvement:
• Sherwood: light input on ROW, utilities
• No lighting
• G&T minimal
Meetings & Trips Assumed:
• Community Engagement Meetings: 0
• Key Stakeholder Meetings: 0
• Working Group sessions: 3 (kick-off / scoping)
• City Council presentations: 0
• In-person trips: 2
2. Visioning & Strategic Planning Report NTE: $ 283,800 - Estimated Hours: ~ 1,135 Scope:
• District-wide vision
• Connectivity hierarchy
• Integration with Section 14 Specific Plan
• Illustrative diagrams and narrative
Subconsultants:
• L’Observatoire: light contribution to district lighting identity • No civil / no G&T
Meetings & Trips Assumed:
• Community Engagement Meetings: 1
• Key Stakeholder Meetings: 2
• Working Group sessions: 6
• City Council presentations: 0
• In-person trips: 4
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3. Conceptual Planning & Phasing Strategy NTE: $ 312,180 - Estimated Hours: ~ 1,250 Scope:
• Conceptual alternatives for corridors and connectors
• Multimodal circulation planning
• Corridor plans (Arenas Rd, Amado Rd, support connectors) • Phasing aligned to PSCC renovation milestones
Subconsultants:
• Sherwood: moderate (circulation, ROW constraints)
• L’Observatoire: minimal
• G&T: light coordination
Meetings & Trips Assumed:
• Community Engagement Meetings: 1
• Key Stakeholder Meetings: 2
• Working Group sessions: 6
• City Council presentations: 0
• In-person trips: 4
4. District Kit of Parts (Design Guidelines) NTE: $ 258,220 - Estimated Hours: ~ 1,020 Scope:
• District-wide design guidelines for:
- Lighting concepts
- Public art framework
- Shade/microclimate strategies
- Streetscape & furnishings guidelines
- Wayfinding & placemaking principles
- Green infrastructure guidelines
• Menu-based framework enabling scalable implementation Subconsultants:
• Sherwood: guideline input
• L’Observatoire: moderate guideline input
• G&T: limited
Meetings & Trips Assumed:
• Community Engagement Meetings: 2
• Key Stakeholder Meetings: 2
• Working Group sessions: 6
• City Council presentations: 0
• In-person trips: 4
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5. Rough Order of Magnitude (ROM) Cost Estimates NTE: $ 87,200 - Estimated Hours: ~ 360 Scope:
• ROM costs for Kit-of-Parts elements
• Sequencing logic and budget ranges
• District-level cost modeling
Subconsultants:
• G&T: heavy lead role
• Sherwood: light verification
• No lighting
Meetings & Trips Assumed:
• Community Engagement Meetings: 0
• Key Stakeholder Meetings: 1
• Working Group sessions: 3 (cost and phasing review)
• City Council presentations: 0
• In-person trips: 1
6. Public Engagement NTE: $ 193,800 - Estimated Hours: ~ 780 Scope:
• Engagement strategy
• Workshop materials (visuals, boards, handouts)
• Facilitation and participation
• Engagement Summary Reports
Subconsultants:
• Prime only (unless City requests otherwise)
Assumptions:
• City leads logistics
• Four (4) in-person Community Engagement sessions (these all constitute in-person trips and are distributed across Tasks 2, 3, and 4 as described above) Page of 911
7. Presentations: Working Group & City Council NTE: $ 70,950 - Estimated Hours: ~ 285 Scope:
• Working Group presentations
• City Council presentations
• Final presentation materials
Assumptions:
• Subconsultants do not bill unless specifically requested Meetings & Trips Assumed:
• Working Group presentations: up to 10 (inclusive of the sessions listed per task above); • City Council presentations: up to 3;
• In-person trips: 3
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G. General Assumptions
• This NTE proposal reflects an informed, planning-level estimate developed in advance of a finalized project schedule and prior to initiation of coordination with the PSCC Owner’s Representative, who will oversee alignment between the City’s consultant teams. As such, the proposed task structure, meeting counts, and staffing allocations represent reasonable assumptions rather than fixed commitments regarding sequencing or effort distribution. • The City-requested meeting counts and travel assumptions are intended to establish a clear baseline for scope tracking. Any increase or material modification to these assumptions, including but not limited to additional meetings, presentations, engagement sessions, or in-person trips, shall constitute a scope change and may require corresponding fee adjustments via task order or contract amendment.
• !melk, and its subconsultants, will manage the work to remain within the total $1,500,000 Not-to- Exceed amount unless additional authorization is provided by the City. • All work is authorized by task order.
• Billing occurs at each firm’s approved hourly rates.
• Subconsultant participation per task follows the assumptions outlined in the detailed task descriptions (civil, lighting, and cost estimating support where applicable).
H. Conclusion
This NTE proposal reflects the scope, staffing approach, hourly rates, travel assumptions, and meeting counts requested by the City, and provides a clear cost framework for the development of the PSCC District Urban Connectivity Plan.
We remain prepared to revise, clarify, or expand this estimate should the City request additional information and look forward to advancing this important work in partnership with the City of Palm Springs.
Warm Regards,
Jerry van Eyck, ING RLA ASLA
Founder & Principal
Globalmelk LLC
Attachment A:
FULL STAFFING ESTIMATE & HOURS MATRIX
Page of 1111
Attachment A :
FULL STAFFING ESTIMATE & HOURS MATRIX
1. Existing Conditions Assessment Total Estimated Hours: ~ 850 Role % Estimated Hours
Principal 9% 77 hrs
Project Manager 22.5% 191 hrs
Senior Designer / Designer 47.5% 404 hrs
Technical 10% 85 hrs
Administrative 2.5% 21 hrs
Subconsultants 12.5% 55 - 90 hrs
Subtotal (Prime): ~ 778 hrs
Subtotal (Subconsultants): ~ 55 - 90 hrs
Total: ~ 850 hrs
Subconsultant participation:
• Sherwood: Light input (ROW, utilities)
• L’Observatoire: None
• G&T: Minimal
2. Visioning & Strategic Planning Total Estimated Hours: ~ 1,135 Role % Estimated Hours
Principal 9% 102 hrs
Project Manager 22.5% 255 hrs
Senior Designer / Designer 47.5% 540 hrs
Technical 10% 113 hrs
Administrative 2.5% 28 hrs
Subconsultants 12.5% 50–90 hrs
Subtotal (Prime): ~ 1,038 hrs
Subtotal (Subconsultants): ~ 50–90 hrs
Total: ~ 1,135 hrs
Subconsultant participation:
• L’Observatoire: Light district lighting identity input • Sherwood: None
• G&T: None
Attachment to NTE Cost Proposal December 16, 2025 - !melk 1
3. Conceptual Planning & Phasing Strategy Total Estimated Hours: ~ 1,250 Role % Estimated Hours
Principal 9% 113 hrs
Project Manager 22.5% 281 hrs
Senior Designer / Designer 47.5% 594 hrs
Technical 10% 125 hrs
Administrative 2.5% 31 hrs
Subconsultants 12.5% 110 - 150 hrs
Subtotal (Prime): ~ 1,144 hrs
Subtotal (Subconsultants): ~ 110 - 150 hrs
Total: ~ 1,250 hrs
Subconsultant participation:
• Sherwood: Moderate (multimodal circulation, ROW constraints) • L’Observatoire: Minimal
• G&T: Light coordination
4. District Kit of Parts (Design Guidelines) Total Estimated Hours: ~ 1,020 Role % Estimated Hours
Principal 9% 92 hrs
Project Manager 22.5% 230 hrs
Senior Designer / Designer 47.5% 485 hrs
Technical 10% 102 hrs
Administrative 2.5% 25 hrs
Subconsultants 12.5% 90 - 120 hrs
Subtotal (Prime): ~ 934 hrs
Subtotal (Subconsultants): ~ 90 - 120 hrs
Total: ~ 1,020 hrs
Subconsultant participation:
• Sherwood: Moderate (GI, ROW, feasibility inputs)
• L’Observatoire: Moderate (lighting guideline framework) • G&T: Limited
Attachment to NTE Cost Proposal December 16, 2025 - !melk 2
5. Rough Order of Magnitude (ROM) Cost Estimates Total Estimated Hours: ~ 360 Role % Estimated Hours
Principal 9% 32 hrs
Project Manager 22.5% 81 hrs
Senior Designer / Designer 47.5% 171 hrs
Technical 10% 36 hrs
Administrative 2.5% 9 hrs
Subconsultants 12.5% 40 - 60 hrs
Subtotal (Prime): ~ 329 hrs
Subtotal (Subconsultants): ~ 40–60 hrs
Total: ~ 360 hrs
Subconsultant participation:
• G&T: Heavy lead role
• Sherwood: Light verification
• L’Observatoire: None
6. Public Engagement Total Estimated Hours: ~ 780
Role % Estimated Hours
Principal 9% 70 hrs
Project Manager 22.5% 176 hrs
Senior Designer / Designer 47.5% 371 hrs
Technical 10% 78 hrs
Administrative 2.5% 20 hrs
Subconsultants 0% 0 hrs
Subtotal (Prime): ~ 715 hrs
Total: ~ 780 hrs
Subconsultant participation:
• Prime only, unless otherwise requested by City
Attachment to NTE Cost Proposal December 16, 2025 - !melk 3
7. Presentations (Working Group & City Council) Total Estimated Hours: ~ 285 Role % Estimated Hours
Principal 9% 26 hrs
Project Manager 22.5% 64 hrs
Senior Designer / Designer 47.5% 135 hrs
Technical 10% 29 hrs
Administrative 2.5% 7 hrs
Subconsultants 0% 0 hrs
Subtotal (Prime): ~ 261 hrs
Total: ~ 285 hrs
Subconsultant participation:
• None anticipated unless City specifically requests
ROLLUP SUMMARY
Deliverable Hours
Existing Conditions 850
Visioning & Strategy 1,135
Conceptual Planning 1,250
District Kit of Parts 1,020
ROM Estimates 360
Public Engagement 780
Presentations 285
TOTAL HOURS 5,680
Attachment to NTE Cost Proposal December 16, 2025 - !melk 4 EXHIBIT “C”