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Melendrez (2010) • • PROFESSIONAL SERVICES AGREEMENT THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into this 10 th day of June,- y and between the CITY OF RANCHO PALOS VERDES hereinafter referred to as "C TY", and MELENDREZ hereafter referred to as "CONSULTANT". APIO IN CONSIDERATION of the covenants hereinafter set forth, the parties hereto mutually agree as follows: ARTICLE 1 SCOPE OF SERVICES 1.1 Project Description The Project is described as follows: As part of the proposal for the Rancho Palos Verdes Civic Center, the scope of work is to provide the City with a Master Plan Framework Study for the Upper Point Vicente Site. 1.2 Description of Services A. General Level and Range of Service CONSULTANT shall provide Services including, but not limited to, the following broad areas: (1) Complete research and analysis including meetings with staff, site visits, review of all available data related to the Upper Point Vicente site, and compile model case studies of potential site uses at full build out. (2) Complete a framework plan and conceptual site plan which includes programming, development of a master plan level site framework plan, and develop an enlarged conceptual plan of the City Hall site. B. Specific Tasks CONSULTANT shall provide the following services including, but not limited to, the following Tasks: (1) Conduct a kick off meeting and site walk with City staff and review of neighborhood context and existing conditions. (2) Review of any available data, including utility studies,as built drawings, etc. relating to on site facilities. Page 1 Of 9 • 0 (3) Research and compile model case studies of potential site uses at full build out of the Upper Point Vicente site. (4) Review of program for, conceptual building configuration and massing, and parking input provided by the architect, in working session with the City. (5) Building on the work already completed in the City's Coast Vision Plan, develop a master plan level site framework plan for identified potential uses on site, including the City Hall component. Consider potential phasing of site improvements,given the higher priority of the implementation of a new City Hall. (6) Develop enlarged conceptual plan of City Hall Site. (7) Meet with the City to review plans. (8) Make one round of plan revisions based on one round of City review and input. 1.3 Schedule of Work Upon receipt of written Notice to Proceed from CITY, CONSULTANT shall perform with due diligence the services included in Section 1.2. No work shall be done on any item of Section 1.2 for which CONSULTANT has not received a written Notice to Proceed. CONSULTANT shall perform all services under this Agreement in a timely manner consistent with all work completed within an eight(8)week time frame. Extension of this time frame shall be by prior mutual written agreement. CONSULTANT shall not be responsible for delay, nor shall CONSULTANT be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, or acts of God, or the failure of CITY to furnish timely information or to approve or disapprove CONSULTANT'S work promptly, or delay or faulty performance by CITY, other consultants/contractors, or governmental agencies,or any other delays beyond CONSULTANT'S control or without CONSULTANT'S fault. ARTICLE 2 COMPENSATION 2.1 Fee (a) CITY agrees to compensate CONSULTANT at total of$23,080. (b) CITY may request additional specified work under this agreement pursuant to Section 2.4. All such work must be authorized in writing by the Deputy City Manager prior to commencement. (c) CONSULTANTS final invoice must be submitted within 30 days of completion of the stated scope of services. Page 2 Of 9 0 2.2 Payment Address All payments due CONSULTANT shall be paid to: Melendrez Landscape Architecture, Planning & Urban Design James Oviatt Building, 11 th Floor 617 South Olive Street Los Angeles, CA 90014 2.3 Terms of Compensation CONSULTANT will submit invoices monthly for the percentage of work completed in the previous month. CITY agrees to authorize payment for all undisputed invoice amounts within thirty(30)days of receipt of the invoice. CITY agrees to use its best efforts to notify CONSULTANT of any disputed invoice amounts or claimed completion percentages within ten (10) days of the receipt of each invoice. However, CITY's failure to timely notify CONSULTANT of a disputed amount of claimed completion percentage shall not be deemed a waiver of CITY's right to challenge such amount or percentage. Additionally, in the event CITY fails to pay any undisputed amounts due CONSULTANT within forty-five (45) days after invoices are received by CITY then CITY agrees that CONSULTANT shall have the right to consider said default a total breach of this Agreement and be terminated by CONSULTANT without liability to CONSULTANT upon ten (10) working days advance written notice. 2.4 Additional Services CITY may request in writing that CONSULTANT perform additional services not covered by the specific Scope of Work set forth in this Agreement, and CONSULTANT shall perform such services and will be paid for such additional services in accordance with CONSULTANT'S Schedule of Hourly Rates attached hereto as Exhibit A and incorporated herein by reference. Rates may be adjusted periodically be the CONSULTANT. Notification of adjusted rates and effective dates shall be submitted to the CITY when rates are adjusted. 2.5 Time of Performance and Services: This Agreement shall commence on the day it is executed. CONSULTANT shall perform all services pursuant to this Agreement in a professional and timely manner in accordance with any deadlines established by CITY. ARTICLE 3 INDEMNIFICATION AND INSURANCE 3.1 Indemnification CONSULTANT will defend, indemnify and hold harmless CITY, its Boards and its officers, employees and agents (collectively "CITY"), against any claim, loss or Page 3 Of 9 110 liability that arises because of the sole or primary negligence or willful misconduct of CONSULTANT, its agents, officers, directors or employees, in performing any of the services under this Agreement. CONSULTANT shall defend the CITY in any action or actions filed in connection with any such claims with counsel of CITY's choice, and CONSULTANT shall pay all costs and expenses, including actual attorneys'fees incurred in connection with such defense. 3.2 General Liability CONSULTANT shall at all times during the term of the Agreement carry, maintain, and keep in full force and effect, a policy or policies of Commercial General Liability Insurance, with minimum limits of One Million ($1,000,000) Dollars for each occurrence and in the aggregate, combined single limit, against any personal injury,death, loss or damage resulting from the wrongful or negligent acts by CONSULTANT. Said policy or policies shall be issued by an insurer admitted to do business in the State of California and rated in Best's Insurance Guide with a rating of A-VII or better. 3.3 Professional Liability CONSULTANT shall at all times during the term of this Agreement, carry, maintain, and keep in full force and effect a policy or policies of professional liability insurance with a minimum limit of one million ($1,000,000) dollars. Said policy or policies shall be issued by an insurer admitted to do business in the State of California or appearing on the California List of Eligible Surplus Line Insurers (LESLI), and rated in Best's Insurance Guide with a rating of A-VII or better. 3.4 Worker's Compensation CONSULTANT agrees to maintain in force at all times during the performance of work under this Agreement worker's compensation insurance as required by the law. CONSULTANT shall require any subcontractor similarly to provide such compensation insurance for their respective employees. 3.5 Notice of Cancellation A. All insurance policies shall provide that the insurance coverage shall not be canceled by the insurance carrier without thirty(30)days prior written notice to CITY. CONSULTANT agrees that it will not cancel or reduce said insurance coverage. B. CONSULTANT agrees that if it does not keep the aforesaid insurance in full force and effect, CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONSULTANT'S expense, the premium thereon. 3.6 Certificate of Insurance At all times during the term of this Agreement, CONSULTANT shall maintain on file with the CITY Clerk a certificate of insurance showing that the aforesaid policies are in effect in the required amounts. The commercial general liability shall contain Page 4 Of 9 endorsements naming the CITY, its officers, agents and employees as additional insured. 3.7 Primary Coverage The commercial general liability insurance provided by CONSULTANT shall be primary to any coverage available to city. The insurance policies (other than workers' compensation and professional liability) shall include provisions for waiver of subrogation. ARTICLE 4 TERMINATION 4.1 Termination of Agreement (a) This Agreement may be terminated at any time, with or without cause, by either party upon sixty (60) days prior written notice. Notice shall be deemed served upon deposit in the United States Mail of a certified or registered letter, postage prepaid, return receipt requested, addressed to the other party, or upon personal service of such notice to the other party, at the address set forth in Article 6.10. (b) In the event of termination or cancellation of this Agreement by CONSULTANT or CITY, due to no fault or failure of performance by CONSULTANT, CONSULTANT shall be paid compensation for all services performed by CONSULTANT, in an amount to be determined as follows: for work done in accordance with all of the terms and provisions of this Agreement, CONSULTANT shall be paid an amount equal to the percentage of services performed prior to the effective date of termination or cancellation in accordance with the work items; provided, in no event shall the amount of money paid under the foregoing provisions of this paragraph exceed the amount which would have been paid to CONSULTANT for the full performance of the services described in Article 2.1. ARTICLE 5 OWNERSHIP OF DOCUMENTS 5.1 Ownership of Documents and Work Product All plans, specifications, reports and other design documents prepared by CONSULTANT pursuant to this Agreement are instruments of service which shall be deemed the property of the CITY. CITY acknowledges and agrees that all plans, specifications, calculations, reports and other design documents prepared by CONSULTANT pursuant to this Agreement shall be used exclusively on this Project and shall not be used for any other work without the written consent of CONSULTANT. In the event CITY and CONSULTANT permit the reuse or other use of the plans, specifications, calculations, reports or other design documents, CITY shall require the party using them to indemnify and hold harmless CITY and CONSULTANT regarding such reuse or other use, and CITY shall require the party using them to eliminate any and all references to CONSULTANT from the plans, specifications, calculations, reports and other design documents. If a document is prepared by CONSULTANT on a computer, CONSULTANT shall prepare such document in a Microsoft® Word 2007 or lower format for text documents. In addition, CONSULTANT shall provide CITY with said document both in a printed format and in an electronic format acceptable to CITY. Page 5 Of 9 4110 ARTICLE 6 GENERAL PROVISIONS 6.1 Representation The CITY representative shall be the Deputy City Manager and a CONSULTANT representative shall be designated by CONSULTANT as the primary contact person for each party regarding performance of this Agreement. 6.2 Fair Employment Practices/Equal Opportunity Acts In the performance of this Agreement, CONSULTANT shall comply with all applicable provisions of the California Fair Employment Practices Act (California Government Code Sections 12940-48) and the applicable equal employment provisions of the Civil Rights Act of 1964 (42 U.S.C. 200e-217), and the Americans with Disabilities Act of 1992 (42 U.S.C. § 11200, et seq.). 6.3 Personnel CONSULTANT represents that it has, or shall secure at its own expense, all personnel required to perform CONSULTANT'S services under this Agreement. CONSULTANT shall make reasonable efforts to maintain the continuity of CONSULTANT'S staff who are assigned to perform the services hereunder and shall obtain the approval of the Deputy City Manager of all proposed staff members who will perform such services. CONSULTANT may associate with or employ associates or subcontractors in the performance of its services under this Agreement, but at all times shall be responsible for their services. 6.4 Conflicts of Interest CONSULTANT agrees not to accept any employment or representation during the term of this Agreement or within twelve(12) months after completion of the work under this Agreement which is or may likely make CONSULTANT"financially interested" (as provided in California Government Code Section 1090 and 87100) in any decisions made by CITY on any matter in connection with which CONSULTANT has been retained pursuant to this Agreement. 6.5 Legal Action (a) Should either party to this Agreement bring legal action against the other,the case shall be brought in a court of competent jurisdiction in Los Angeles County, California, and the party prevailing in such action shall be entitled to recover its costs of litigation, including reasonable attorneys'fee which shall be fixed by the judge hearing the case and such fee shall be included in the judgment. (b) Should any legal action about the Project between CITY and a party other than CONSULTANT require the testimony of CONSULTANT when there is no Page 6 Of 9 • allegation that CONSULTANT was negligent, CITY shall compensate CONSULTANT for its testimony and preparation to testify at the hourly rates in effect at the time of such testimony. 6.6 Assignment This Agreement shall not be assignable by either party without the prior written consent of the other party. Notwithstanding the above, CONSULTANT may use the services of persons and entities not in CONSULTANT'S direct employ, when it is appropriate and customary to do so. CONSULTANT'S use of subcontractors for additional services shall not be unreasonably restricted by the CITY provided CONSULTANT notifies the CITY in advance. 6.7 Independent Contractor CONSULTANT is and shall at all times remain, as to the CITY, a wholly independent CONSULTANT. Neither the CITY nor any of its agents shall have control over the conduct of CONSULTANT or any of the CONSULTANT'S employees, except as herein set forth. CONSULTANT expressly warrants not to, at any time or in any manner, represent that it, or any of its agents, servants or employees, are in any manner agents, servants or employees of CITY, it being distinctly understood that CONSULTANT is, and shall at all times remain to CITY, a wholly independent CONSULTANT and CONSULTANT'S obligations to CITY are solely such as are prescribed by this Agreement. 6.8 Titles The titles used in this Agreement are for general reference only and are not part of the Agreement. 6.9 Extent of Agreement This Agreement represents the entire and integrated Agreement between CITY and CONSULTANT and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be modified or amended only by a subsequent written agreement signed by both parties. 6.10 Notices All notices pertaining to this Agreement shall be in writing and addressed as follows: If to CONSULTANT: Melanie V. Smith, Principal, Director of Planning Page 7 Of 9 • 0 , Melendrez James Oviatt Building, 11th Floor 617 South Olive Street Los Angeles, CA 90014 If to CITY: Carolynn Petru, Deputy City Manager City of Rancho Palos Verdes 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275 Page 8 Of 9 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written. "CONSULTANT" MELENDREZ BY: /11:0444, /k Rei km-t- Title 34fu �� a910 Date CITY OF RANCHO PALOS VERDES A Municipal Corporation BY: 04A40,LlitkJ CITY MANGER City of Rancho Palos Verdes G - 9- 10 Date ATTEST: 446, //- CIN CLERK Page 9 Of 9 e • 0 EXHIBIT A MELENDREZ SCHEDULE OF HOURLY RATES CONSULTANT will undertake the scope of work as described in the Professional Services agreement on an hourly basis with fees not to exceed the following: Research and Analysis $6,500.00 Framework Plan and Conceptual Site Plan $16,580.00 Total: $23,080.00 Compensation for Reimbursable Expenses Reimbursable expenses are in addition to compensation for the Landscape Architect's services and will be billed at cost plus 15% handling charge. Reimbursable expenses include multiple plots or prints, messenger services, and overnight mail. The City will primarily be responsible for production of multiple copies of any documents produced; therefore, the City requests that Melendrez provide all deliverables electronically and at least 3 printed copies of any work produced. Reimbursable expenses shall not to exceed $1,920.00. Compensation for Additional Services If the scope of the Project or of the Services is changed at the request of the CITY, the compensation shall be equitably adjusted. Additional services will be billed according to the following hourly rate schedule: Personnel Hourly Rate Principal $ 185 Senior Associate $ 140 Associate $ 130 Senior Designer $ 110 Designer $ 95 Administrative $ 65 Clerical $ 55 Rates may be adjusted periodically by the CONSULTANT. Notification of adjusted rates and effective dates shall be submitted to CITY when rates are adjusted.