Richard Fisher Associates AMENDMENT NO. 1
TO AGREEMENT FOR CONTRACTUAL SERVICES
THIS AMENDMENT TO THE AGREEMENT FOR CONTRACTUAL SERVICES
("Amendment")by and between the CITY OF RANCHO PALOS VERDES("City")and Richard
Fisher Associates(Consultant),a California corporation("Contractor")is effective as of the 19th
day of September, 2017.
RECITALS
A. City and Contractor entered into that certain Agreement for Contractual Services
dated June 6,2016("Agreement")whereby Contractor agreed to provide Ladera Linda Community
Park Master Plan design and implementation services(the"Services").
B. On February 28, 2017, City issued Change Order No. 1 for additional services,
pursuant to Section 1.8 of the Agreement,in the amount of$8,225,bringing the total Contract Sum
to $111,925.
C. City and Contractor now desire to amend the Agreement to expand the Scope of
Work to perform a portion of the Design Development Services to provide additional answers and
understanding of the Master Plan document which was discussed at the August 1,2017 City Council
meeting(the"Extra Services")and to increase the Contract Sum by$69,975 for a total of$181,900.
TERMS
1. Contract Changes. The Agreement is amended as provided herein.
a. Section 2.1, Contract Sum, is amended to read as follows:
"Subject to any limitations set forth in this Agreement,City agrees to pay Consultant
the amounts specified in the"Schedule of Compensation"attached hereto as Exhibit"C"and
incorporated herein by this reference.The total compensation,including reimbursement for
actual expenses, shall not exceed One Hundred Three Thousand Seven Hundred Dollars
($103,700)One Hundred Eighty One Thousand Nine Hundred Dollars ($181,900) (the
"Contract Sum"), unless additional compensation is approved pursuant to Section 1.8."
b. Exhibit"A-1",Scope of Services,Amendment 1,attached hereto is added to
Exhibit"A"of the Agreement.
c. Exhibit"C-1",Schedule of Compensation,Amendment 1,attached hereto is
added to Exhibit"C" of the Agreement.
d. Exhibit"D-1". Schedule of Performance, Amendment 1, attached hereto is
added to Exhibit"D"of the Agreement.
2. Continuing Effect of Agreement. Except as amended by this Agreement, all
nrnvicinnc nfthe Aureement shall remain nnchansred and in fill farce and effect From and after the
date of this Amendment, whenever the term"Agreement"appears in the Agreement, it shall mean
the Agreement, as amended by this Amendmenttothe Agreement.
3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and
Contractor each ratify and reaffirm each and every one of the respective rights and obligations
arising under the Agreement.Each party represents and warrants to the other that there have been no
written or oral modifications to the Agreement other than as provided herein.Each party represents
and warrants to the other that the Agreement is currently an effective,valid,and binding obligation.
Contractor represents and warrants to City that,as of the date of this Amendment,City is not
in default of any material term of the Agreement and that there have been no events that, with the
passing of time or the giving of notice, or both, would constitute a material default under the
Agreement.
City represents and warrants to Contractor that,as of the date of this Amendment,Contractor
is not in default of any material term of the Agreement and that there have been no events that,with
the passing of time or the giving of notice, or both, would constitute a material default under the
Agreement.
4. Adequate Consideration.The parties hereto irrevocably stipulate and agree that they
have each received adequate and independent consideration for the performance of the obligations
they have undertaken pursuant to this Amendment.
5. Authority. The persons executing this Agreement on behalf of the parties hereto
warrant that(i)such party is duly organized and existing,(ii)they are duly authorized to execute and
deliver this Agreement on behalf of said party, (iii)by so executing this Agreement, such party 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 said party is bound.
[SIGNATURES ON FOLLOWING PAGE]
01203.0006/408145.1 -2-
IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the date and
year first-above written.
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
rian 'a v.a ell, Mayor
ATTEST: ,
Ctowlm.'
_ Em ' Cit Jerk
y Colborn, �
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
1110
mask" G\-,
Dave Aleshire, City Attorney
CONTRACTOR:
RIC HER ASSOCIATES
01.
B .= C%u�(Jl0
Name: Richard A Fisher
Title: President
By:
aylor M. Smith
Title: Secretary
Address: 2001 E. First St. Suite 160
Santa Ana, CA 92705
Two corporate officer signatures required when Contractor is a corporation,with one signature required from
each of the following groups: 1)Chairman of the Board,President or any Vice President;and 2)Secretary,any
Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONTRACTOR'S SIGNATURES
SHALL BE DULY NOTARIZED,AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY
BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR
REGULATIONS APPLICABLE TO CONTRACTOR'S BUSINESS ENTITY.
01203.0006/408145.1 -3-
CALIFORNIA ALL7PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189
A notary public or other officer completing this certificate verifies only the identity
of the individual who signed the document to which this certificate is attached,
and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA )
COUNTY OF XXXX O R 6.e )
On Sep-ke.wtib-e r 2-4, ion before me, Arturo RDS;le-s; t ttAry Putt.: c.
Date Here Insert Name and Title of Officer
personally appeared Ri CATibrj A - n5 Lt.,-
Name(s)
trName(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person4e whose name(e)
is are subscribed to the within instrument and acknowledged to me that 0shetthey-
executed the same in heeir authorized capacity(ies), and that bye hew/their-
signature(s) on the instrument the person(s- or the entity upon behalf of which the
person js)-acted, executed the instrument.
I certify under PENALTY OF PERJURY
under the laws of the State of California
that the foregoing paragraph is true and
^�� ARTUROROSILES correct.
• i4r4- Notary Orangic-California WITNESS my hand and official seal.
z= Orange County y
Commissions 2188563
My Comm.Expires Apr 23.2021 11al*ao
Signature of Notary Public
Place Notary Seal Above
01203.0006/408145.1
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189
A notary public or other officer completing this certificate verifies only the identity
of the individual who signed the document to which this certificate is attached,
and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA )
COUNTY OF XXXX Ori4 - )
On Sep+ )24 e 2 G, 26 r l before me, 4rrwi RD S?Las, lU 0tary P✓1 U c
Date Here Insert Name and Title of Officer
personally appeared --7;;4to-r M. S"1 12+11
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person( whose name(s)
Owe subscribed to the within instrument and acknowledged to me that he sh tl
executed the same in •'=ijC their authorized capacity(iee), and that by .-Caotheir-
signature(s) on the instrument the person($,-or the entity upon behalf of which the
person(sr)-acted, executed the instrument.
I certify under PENALTY OF PERJURY
under the laws of the State of California
that the foregoing paragraph is true and
1correct.
o"�� ARTUROROSILES
t .` f
NotaryPublicCo-CaliforniantZ WITNESS my hand and official seal.
Orange uy i
'4!f1 Commission*2188563
My Comm.Expires Apr 23,2021
Signature of Notary Public
Place Notary Seal Above
01203.0006/408145.1
EXHIBIT "A-1"
SCOPE OF EXTRA SERVICES,CONTRACT AMENDMENT 1
I. Brief description of the Extra Services to be performed:
Consultant will complete extra services for the Ladera Linda Community Park Master
Plan project. These services are to perform a portion of the Design Development Services
to provide additional answers and understanding of the Master Plan document which was
discussed at the August 1, 2017 City Council meeting.
H. Consultant will perform the following Services:
A. Preliminary Site Security Features Plan:
To better address neighbor concerns and an understanding of features of the overall Ladera
Linda park site security enhancement, the Consultant will prepare a Preliminary Site Security
Features Plan. With brief consultation with Consultant's sub-consultant electrical engineer,
Consultant will provide the Plan,which will emphasize the placement,pole height,and illumination
area for all proposed walkway security lights, parking lot and driveway security lights, building
exterior lighting areas,picnic shelter lighting,and storage building exterior lighting areas.The Plan
will also delineate perimeter fencing around portions of the park, new reduced (mature) height
vegetation,which will enhance security personnel's ability to see into the park from Forrestal Drive,
and key on-site observation areas where the security personnel will have wide open observation of
significant areas of the park.
B. Study Sections Through the Park Site:
To expand an understanding of the role that topography and the specific siting of amenities in
the new park design,Consultant will develop a series of 9 Cross Sections and a supporting Site Plan
to clearly indicate the alignment of all nine Cross Sections.These Cross Sections will allow a clear
look at how each selected park amenity relates to properties outside the park,and will allow studying
of the elevation changes and specific site amenities as they relate to surrounding residences and the
Forrestal Reserve.
C. Study Sketch of Alternative ADA Access:
To respond to requests by neighboring residents to move the ADA access path-of-travel
further from their homes,the consultant will explore alternative ADA access layouts to determine
what the ADA access ramp would look like to accomplish the grade changes from the street to the
park level.Layouts and very general,but credible,cost projections will be prepared for a minimum
of two(2)alternate design solutions.
D. Study Plan With Grade Elevations of Existing and Proposed Park Components:
Consultant will prepare two enhanced graphics;one of existing park amenities and one ofthe
new Master Plan layout with assigned elevations for all park amenities so that the City Council and
01203.0006/408145 1
general public can gain a stronger understanding of grade differences between various amenities as
well as how they relate in grades to adjacent homes.
E. Refinement Plants for Community Center Building:
The other significant Design Development work effort will be focused on a refinement of the latest
Community Center Floor Plan Study, which is a significant component of the Master Plan
documents. The initial efforts will be further discussions of the planned programs for the building,
the solar and view orientations from the site,discussion on storage and internal functional needs of
the building,modifications to limit hiding spots around the building for optimum security,and then
the development of recommendations for concept refinement that would benefit the building's
design.Within this focused Design Development effort,the Consultant will create concept imagery
for the overall exterior design of the building and how it can blend with the architecture of the
neighborhood.These study graphics,common products during the Design Development phase,will
be significant tools to better portray the overall massing of the building,what its general appearance
will be,and provide both the City Council and general public with a much better understanding of
what is proposed in the Master Plan with its follow-up discussion and pending approval.
F. Participation in City Staff and Public Officials Discussions and Presentations:
Upon the completion of the above tasks, Consultant will participate in a City-facilitated
meeting, followed by a presentation at an additional public workshop to discuss the additional
information generated through the above tasks.Consultant will then attend and participate in another
subsequent City Council meeting to hopefully gain Master Plan approval.
III. As part of the Services,Consultant will prepare and deliver the following tangible
work products to the City:
A. Electronic(CAD and PDF)and Hard copies of all final files generated in the
above tasks.Plans to be 24"by 36"or other City approved size.
IV. All work product is subject to review and acceptance by the City,and must be
revised by the Consultant without additional charge to the City until found
satisfactory and accepted by City.
V. Consultant will utilize the following personnel to accomplish the Services:
A. Richard Fisher
B. Jim Collison
C. Mike Fuhrhop
D. Taylor Smith
01203.0006/408145 1
EXHIBIT"C-1"
SCHEDULE OF COMPENSATION,AMENDMENT 1
I. Consultant shall perform the Services at the not to exceed,lump sum amounts of the
following amounts:
RATE TIME SUB-BUDGET
Tasks A,B,C,and D $23, 150 By end of week 5 $23,150
Task E $44,285 By end of week 5 $44,285
Task F $2,540 Some time between weeks 6— 10 $2,540
TOTAL $69,975
II. The City will compensate Consultant for the Services performed upon submission of
a valid invoice at the completion of each Task. Each invoice is to include:
A. Line items for completed Tasks.
III. The total compensation for the Services shall not exceed $173,175 as provided in
Section 2.1 of this Agreement.
01203.0006/408145.1
EXHIBIT "D-1"
SCHEDULE OF PERFORMANCE,AMENDMENT 1
I. Consultant shall complete the Services according to the following schedule,which shall
begin upon City's Notice to Proceed.
TIME
Tasks A,B,C,and D By end of week 5
Task E By end of week 5
Task F Some time between weeks 6— 10
II. The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2.
01203.0006/408145 1
CONTRACT SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
RICHARD FISHER ASSOCIATES
for
LADERA LINDA COMMUNITY PARK MASTER PLAN
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09999.0009/2678801
AGREEMENT FOR CONTRACT SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
RICHARD FISHER ASSOCIATES,LTD.
THIS AGREEMENT FOR CONTRACT SERVICES (herein "Agreement") is made and
entered into this 6th day of June, 2016 by and between the City of Rancho Palos Verdes, a
California municipal corporation ("City") and Richard Fisher Associates, ("Consultant"). City
and Consultant are sometimes hereinafter individually referred to as "Party" and hereinafter
collectively referred to as the"Parties".
RECITALS
A. City has sought, by issuance of a Request for Proposals or Invitation for Bids,the
performance of the services defined and described particularly in Article 1 of this Agreement.
B. Consultant, following submission of a proposal or bid for the performance of the
services defined and described particularly in Article 1 of this Agreement, was selected by the
City to perform those services.
C. Pursuant to the City of Rancho Palos Verdes' Municipal Code, City has authority
to enter into and execute this Agreement.
D. The Parties desire to formalize the selection of Consultant for performance of
those services defined and described particularly in Article 1 of this Agreement and desire that
the terms of that performance be as particularly defined and described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by
the Parties and contained herein and other consideration, the value and adequacy of which are
hereby acknowledged,the parties agree as follows:
ARTICLE 1. SERVICES OF CONSULTANT
1.1 Scope of Services.
In compliance with all terms and conditions of this Agreement, the Consultant shall
provide those services specified in the "Scope of Services" attached hereto as Exhibit "A" and
incorporated herein by this reference, which may be referred to herein as the "services" or
"work" hereunder. As a material inducement to the City entering into this Agreement,
Consultant represents and warrants that it has the qualifications, experience, and facilities
necessary to properly perform the services required under this Agreement in a thorough,
competent, and professional manner, and is experienced in performing the work and services
contemplated herein. Consultant shall at all times faithfully, competently and to the best of its
ability, experience and talent,perform all services described herein. Consultant covenants that it
shall follow the highest professional standards in performing the work and services required
hereunder and that all materials will be both of good quality as well as fit for the purpose
intended. For purposes of this Agreement, the phrase "highest professional standards" shall
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mean those standards of practice recognized by one or more first-class firms performing similar
work under similar circumstances.
1.2 Consultant's Proposal.
The Scope of Service shall include the Consultant's scope of work or bid which shall be
incorporated herein by this reference as though fully set forth herein. In the event of any
inconsistency between the terms of such proposal and this Agreement, the terms of this
Agreement shall govern.
1.3 Compliance with Law.
Consultant shall keep itself informed concerning, and shall render all services hereunder
in accordance with, all ordinances, resolutions, statutes,rules,and regulations of the City and any
Federal, State or local governmental entity having jurisdiction in effect at the time service is
rendered.
1.4 Licenses,Permits,Fees and Assessments.
Consultant shall obtain at its sole cost and expense such licenses, permits and approvals
as may be required by law for the performance of the services required by this Agreement.
Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus
applicable penalties and interest, which may be imposed by law and arise from or are necessary
for the Consultant's performance of the services required by this Agreement, and shall
indemnify, defend and hold harmless City, its officers, employees or agents of City, against any
such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City
hereunder.
1.5 Familiarity with Work.
By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly
investigated and considered the scope of services to be performed, (ii) has carefully considered
how the services should be performed, and (iii) 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 services
hereunder. Should the Consultant discover any latent or unknown conditions, which will
materially affect the performance of the services hereunder, 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 Contract Officer.
1.6 Care of Work.
The Consultant shall adopt reasonable methods during the life of the Agreement to
furnish continuous protection to the work, and the equipment, materials, papers, documents,
plans, studies and/or other components thereof to prevent losses or damages, and shall be
responsible for all such damages, to persons or property, until acceptance of the work by City,
except such losses or damages as may be caused by City's own negligence.
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1.7 Further Responsibilities of Parties.
Both parties agree to use reasonable care and diligence to perform their respective
obligations under this Agreement. Both parties agree to act in good faith to execute all
instruments, prepare all documents and take all actions as may be reasonably necessary to carry
out the purposes of this Agreement. Unless hereafter specified,neither party shall be responsible
for the service of the other.
1.8 Additional Services.
City shall have the right at any time during the performance of the services, without
invalidating this Agreement, to order extra work beyond that specified in the Scope of Services
or make changes by altering, adding to or deducting from said work. No such extra work may be
undertaken unless a written order is first given by the Contract Officer to the Consultant,
incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra
work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the
written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of
the Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred
eighty(180) days, may be approved by the Contract Officer. Any greater increases, taken either
separately or cumulatively, must be approved by the City Council. It is expressly understood by
Consultant that the provisions of this Section shall not apply to services specifically set forth in
the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services
to be provided pursuant to the Scope of Services may be more costly or time consuming than
Consultant anticipates and that Consultant shall not be entitled to additional compensation
therefor. City may in its sole and absolute discretion have similar work done by other
contractors. No claims for an increase in the Contract Sum or time for performance shall be
valid unless the procedures established in this Section are followed.
1.9 Special Requirements.
Additional terms and conditions of this Agreement, if any, which are made a part hereof
are set forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated
herein by this reference. In the event of a conflict between the provisions of Exhibit"B"and any
other provisions of this Agreement, the provisions of Exhibit"B"shall govern.
ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.
2.1 Contract Sum.
Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the
amounts specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and
incorporated herein by this reference. The total compensation, including reimbursement for
actual expenses, shall not exceed One Hundred Three Thousand Seven Hundred Dollars
($103,700.00) (the "Contract Sum"), unless additional compensation is approved pursuant to
Section 1.8.
2.2 Method of Compensation.
The method of compensation may include: (i) a lump sum payment upon completion; (ii)
payment in accordance with specified tasks or the percentage of completion of the services, less
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09999.0009/2678801
contract retention; (iii) payment for time and materials based upon the Consultant's rates as
specified in the Schedule of Compensation, provided that (a) time estimates are provided for the
performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not
exceeded; or(iv) such other methods as may be specified in the Schedule of Compensation.
2.3 Reimbursable Expenses.
Compensation may include reimbursement for actual and necessary expenditures for
reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in
advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5,
and only if specified in the Schedule of Compensation. The Contract Sum shall include the
attendance of Consultant at all project meetings reasonably deemed necessary by the City.
Coordination of the performance of the work with City is a critical component of the services. If
Consultant is required to attend additional meetings to facilitate such coordination, Consultant
shall not be entitled to any additional compensation for attending said meetings.
2.4 Invoices.
Each month Consultant shall furnish to City an original invoice for all work performed
and expenses incurred during the preceding month in a form approved by City's Director of
Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying
compliance with all provisions of the Agreement. The invoice shall detail charges for all
necessary and actual expenses by the following categories: labor (by sub-category), travel,
materials, equipment, supplies, and sub-contractor contracts. Sub-contractor charges shall also
be detailed by such categories. Consultant shall not invoice City for any duplicate services
performed by more than one person.
City shall independently review each invoice submitted by the Consultant to determine
whether the work performed and expenses incurred are in compliance with the provisions of this
Agreement. Except as to any charges for work performed or expenses incurred by Consultant
which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause
Consultant to be paid within forty-five (45) days of receipt of Consultant's correct and
undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run
procedures, the City cannot guarantee that payment will occur within this time period. In the
event any charges or expenses are disputed by City, the original invoice shall be returned by City
to Consultant for correction and resubmission. Review and payment by City for any invoice
provided by the Consultant shall not constitute a waiver of any rights or remedies provided
herein or any applicable law.
2.5 Waiver.
Payment to Consultant for work performed pursuant to this Agreement shall not be
deemed to waive any defects in work performed by Consultant.
ARTICLE 3. PERFORMANCE SCHEDULE
3.1 Time of Essence.
Time is of the essence in the performance of this Agreement.
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3.2 Schedule of Performance.
Consultant shall commence the services pursuant to 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" attached hereto as Exhibit "D" and incorporated herein by this
reference. When requested by the Consultant, extensions to the time period(s) specified in the
Schedule of Performance may be approved in writing by the Contract Officer but not exceeding
one hundred eighty(180) days cumulatively.
3.3 Force Majeure.
The time period(s) specified in the Schedule of Performance for performance of the
services rendered pursuant to this Agreement shall be extended because of any delays due to
unforeseeable causes beyond the control and without the fault or negligence of the Consultant,
including, but not restricted to, acts of God or of the public enemy, unusually severe weather,
fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes,
wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant
shall within ten (10) days of the commencement of such delay notify the Contract Officer in
writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of
delay, and extend the time for performing the services for the period of the enforced delay when
and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's
determination shall be final and conclusive upon the parties to this Agreement. In no event shall
Consultant be entitled to recover damages against the City for any delay in the performance of
this Agreement, however caused, Consultant's sole remedy being extension of the Agreement
pursuant to this Section.
3.4 Term.
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement
shall continue in full force and effect until completion of the services but not exceeding one (1)
years from the date hereof, except as otherwise provided in the Schedule of Performance(Exhibit
ARTICLE 4. COORDINATION OF WORK
4.1 Representatives and Personnel of Consultant.
The following principals of Consultant ("Principals") are hereby designated as being the
principals and representatives of Consultant authorized to act in its behalf with respect to the
work specified herein and make all decisions in connection therewith:
Richard A. Fisher President, Project Manager
(Name) (Title)
(Name) (Title)
(Name) (Title)
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It is expressly understood that the experience, knowledge, capability and reputation of the
foregoing principals were a substantial inducement for City to enter into this Agreement.
Therefore, the foregoing principals shall be responsible during the term of this Agreement for
directing all activities of Consultant and devoting sufficient time to personally supervise the
services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be
under the exclusive direction and control of the Principals. For purposes of this Agreement, the
foregoing Principals may not be replaced nor may their responsibilities be substantially reduced
by Consultant without the express written approval of City. Additionally, Consultant shall utilize
only competent personnel to perform services pursuant to this Agreement. Consultant shall make
every reasonable effort to maintain the stability and continuity of Consultant's staff and
subcontractors, if any, assigned to perform the services required under this Agreement.
Consultant shall notify City of any changes in Consultant's staff and subcontractors, if any,
assigned to perform the services required under this Agreement, prior to and during any such
performance.
4.2 Status of Consultant.
Consultant shall have no authority to bind City in any manner, or to incur any obligation,
debt or liability of any kind on behalf of or against City,whether by contract or otherwise,unless
such authority is expressly conferred under this Agreement or is otherwise expressly conferred in
writing by City. Consultant shall not at any time or in any manner represent that Consultant or
any of Consultant's officers, employees, or agents are in any manner officials, officers,
employees or agents of City. Neither Consultant, nor any of Consultant's officers, employees or
agents, shall obtain any rights to retirement, health care or any other benefits which may
otherwise accrue to City's employees. Consultant expressly waives any claim Consultant may
have to any such rights.
4.3 Contract Officer.
The Contract Officer shall be Matt Waters, Senior Administrative Analyst or Cory
Linder, Director of Recreation and Parks or such person as may be designated by the City
Manager. It shall be the Consultant's responsibility to assure that the Contract Officer is kept
informed of the progress of the performance of the services and the Consultant shall refer any
decisions which must be made by City to the Contract Officer. Unless otherwise specified
herein, any approval of City required hereunder shall mean the approval of the Contract Officer.
The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all
documents on behalf of the City required hereunder to carry out the terms of this Agreement.
4.4 Independent Consultant.
Neither the City nor any of its employees shall have any control over the manner,mode or
means by which Consultant,its agents or employees,perform the services required herein, except
as otherwise set forth herein. 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 perform all services required herein as an
independent contractor of City and shall remain at all times as to City a wholly independent
contractor with only such obligations as are consistent with that role. Consultant shall not at any
time or in any manner represent that it or any of its agents or employees are agents or employees
of City. City shall not in any way or for any purpose become or be deemed to be a partner of
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Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise
with Consultant.
4.5 Prohibition Against Subcontracting or Assignment.
The experience, knowledge, capability and reputation of Consultant, its principals and
employees were a substantial inducement for the City to enter into this Agreement. Therefore,
Consultant shall not contract with any other entity to perform in whole or in part the services
required hereunder without the express written approval of the City. In addition, neither this
Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or
encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise,
without the prior written approval of City. Transfers restricted hereunder shall include the
transfer to any person or group of persons acting in concert of more than twenty five percent
(25%) of the present ownership and/or control of Consultant, taking all transfers into account on
a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy
proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or
any surety of Consultant of any liability hereunder without the express consent of City.
ARTICLE 5. INSURANCE AND INDEMNIFICATION
5.1 Insurance Coverages.
The Consultant shall procure and maintain, at its sole cost and expense, in a form and
content satisfactory to City, during the entire term of this Agreement including any extension
thereof, the following policies of insurance which shall cover all elected and appointed officers,
employees and agents of City:
(a) Commercial General Liability Insurance (Occurrence Form CG0001 or
equivalent). A policy of comprehensive general liability insurance written on a per occurrence
basis for bodily injury, personal injury and property damage. The policy of insurance shall be in
an amount not less than$1,000,000.00 per occurrence or if a general aggregate limit is used, then
the general aggregate limit shall be twice the occurrence limit.
(b) Worker's Compensation Insurance. A policy of worker's compensation
insurance in such amount as will fully comply with the laws of the State of California and which
shall indemnify, insure and provide legal defense for the Consultant against any loss, claim or
damage arising from any injuries or occupational diseases occurring to any worker employed by
or any persons retained by the Consultant in the course of carrying out the work or services
contemplated in this Agreement.
(c) Automotive Insurance (Form CA 0001 (Ed 1/87) including"any auto"and
endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance
written on a per occurrence for bodily injury and property damage in an amount not less than
$1,000,000. Said policy shall include coverage for owned,non-owned, leased,hired cars and any
automobile.
(d) Professional Liability. Professional liability insurance appropriate to the
Consultant's profession. This coverage may be written on a "claims made" basis, and must
include coverage for contractual liability. The professional liability insurance required by this
Agreement must be endorsed to be applicable to claims based upon, arising out of or related to
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services performed under this Agreement. The insurance must be maintained for at least 5
consecutive years following the completion of Consultant's services or the termination of this
Agreement. During this additional 5-year period, Consultant shall annually and upon request of
the City submit written evidence of this continuous coverage.
(e) Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall include all of the requirements stated
herein.
(f) Additional Insurance. Policies of such other insurance, as may be required
in the Special Requirements in Exhibit"B".
5.2 General Insurance Requirements.
All of the above policies of insurance shall be primary insurance and shall name the City,
its elected and appointed officers, employees and agents as additional insureds and any insurance
maintained by City or its officers, employees or agents may apply in excess of, and not
contribute with Consultant's insurance. The insurer is deemed hereof to waive all rights of
subrogation and contribution it may have against the City, its officers, employees and agents and
their respective insurers. Moreover, the insurance policy must specify that where the primary
insured does not satisfy the self-insured retention, any additional insured may satisfy the self-
insured retention.
All of said policies of insurance shall provide that said insurance may not be amended or
cancelled by the insurer or any party hereto without providing thirty(30)days prior written notice
by certified mail return receipt requested to the City. In the event any of said policies of
insurance are cancelled, the Consultant shall,prior to the cancellation date, submit new evidence
of insurance in conformance with Section 5.1 to the Contract Officer.
No work or services under this Agreement shall commence until the Consultant has
provided the City with Certificates of Insurance, additional insured endorsement forms or
appropriate insurance binders evidencing the above insurance coverages and said Certificates of
Insurance or binders are approved by the City. City reserves the right to inspect complete,
certified copies of and endorsements to all required insurance policies at any time. Any failure to
comply with the reporting or other provisions of the policies including breaches or warranties
shall not affect coverage provided to City.
All certificates shall name the City as additional insured (providing the appropriate
endorsement)and shall conform to the following"cancellation"notice:
CANCELLATION:
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATED THEREOF, THE ISSUING COMPANY SHALL MAIL
THIRTY (30)-DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER
NAMED HEREIN.
[to be initialed]
Consult t Initials
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City, its respective elected and appointed officers, directors, officials, employees, agents
and volunteers are to be covered as additional insureds as respects: liability arising out of
activities Consultant performs; products and completed operations. of Consultant; premises
owned, occupied or used by Consultant; or any automobiles owned, leased,hired or borrowed by
Consultant. The coverage shall contain no special limitations on the scope of protection afforded
to City, and their respective elected and appointed officers, officials, employees or volunteers.
Consultant's insurance shall apply separately to each insured against whom claim is made or suit
is brought, except with respect to the limits of the insurer's liability.
Any deductibles or self-insured retentions must be declared to and approved by City. At
the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured
retentions as respects City or its respective elected or appointed officers, officials, employees and
volunteers or the Consultant shall procure a bond guaranteeing payment of losses and related
investigations, claim administration, defense expenses and claims. The Consultant agrees that
the requirement to provide insurance shall not be construed as limiting in any way the extent to
which the Consultant may be held responsible for the payment of damages to any persons or
property resulting from the Consultant's activities or the activities of any person or persons for
which the Consultant is otherwise responsible nor shall it limit the Consultant's indemnification
liabilities as provided in Section 5.3.
In the event the Consultant subcontracts any portion of the work in compliance with
Section 4.5 of this Agreement, the contract between the Consultant and such subcontractor shall
require the subcontractor to maintain the same policies of insurance that the Consultant is
required to maintain pursuant to Section 5.1, and such certificates and endorsements shall be
provided to City.
5.3 Indemnification.
To the full extent permitted by law, Consultant agrees to indemnify, defend and hold
harmless the City, its officers, employees and agents ("Indemnified Parties") against, and will
hold and save them and each of them harmless from, any and all actions, either judicial,
administrative, arbitration or regulatory claims, damages to persons or property, losses, costs,
penalties, obligations, errors, omissions or liabilities whether actual or threatened(herein"claims
or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in
connection with the negligent performance of the work, operations or activities provided herein
of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or
entity for which Consultant is legally liable ("indemnitors"), or arising from Consultant's or
indemnitors' reckless or willful misconduct, or arising from Consultant's or indemnitors'
negligent performance of or failure to perform any term, provision, covenant or condition of this
Agreement, and in connection therewith:
(a) Consultant will defend any action or actions filed in connection with any
of said claims or liabilities and will pay all costs and expenses, including legal costs and
attorneys' fees incurred in connection therewith;
(b) Consultant will promptly pay any judgment rendered against the City, its
officers, agents or employees for any such claims or liabilities arising out of or in connection
with the negligent performance of or failure to perform such work, operations or activities of
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Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and
employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to
any action or proceeding filed or prosecuted against Consultant for such damages or other claims
arising out of or in connection with the negligent performance of or failure to perform the work,
operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers,
agents or employees, any and all costs and expenses incurred by the City, its officers, agents or
employees in such action or proceeding, including but not limited to, legal costs and attorneys'
fees.
Consultant shall incorporate similar indemnity agreements with its subcontractors and if
it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and
failure of City to monitor compliance with these provisions shall not be a waiver hereof This
indemnification includes claims or liabilities arising from any negligent or wrongful act, error or
omission, or reckless or willful misconduct of Consultant in the performance of professional
services hereunder. The provisions of this Section do not apply to claims or liabilities occurring
as a result of City's sole negligence or willful acts or omissions, but, to the fullest extent
permitted by law, shall apply to claims and liabilities resulting in part from City's negligence,
except that design professionals' indemnity hereunder shall be limited to claims and liabilities
arising out of the negligence, recklessness or willful misconduct of the design professional. The
indemnity obligation shall be binding on successors and assigns of Consultant and shall survive
termination of this Agreement.
5.4 Sufficiency of Insurer.
Insurance required by this Agreement shall be satisfactory only if issued by companies
qualified to do business in California, rated "A" or better in the most recent edition of Best
Rating Guide,The Key Rating Guide or in the Federal Register, and only if they are of a financial
category Class VII or better, unless such requirements are waived by the Risk Manager of the
City("Risk Manager")due to unique circumstances. If this Agreement continues for more than 3
years duration, or in the event the risk 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 Risk Manager.
ARTICLE 6. RECORDS,REPORTS,AND RELEASE OF INFORMATION
6.1 Records.
Consultant shall keep, and require subcontractors to keep, such ledgers, books of
accounts, invoices,vouchers, canceled checks,reports, studies or other documents relating to the
disbursements charged to City and services performed hereunder (the "books and records"), as
shall be necessary to perform the services required by this Agreement and enable the Contract
Officer to evaluate the performance of such services. Any and all such documents shall be
maintained in accordance with generally accepted accounting principles and shall be complete
and detailed. The Contract Officer shall have full and free access to such books and records at all
times during normal business hours of City, including the right to inspect, copy, audit and make
records and transcripts from such records. Such records shall be maintained for a period of three
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(3) years following completion of the services hereunder, and the City shall have access to such
records in the event any audit is required. In the event of dissolution of Consultant's business,
custody of the books and records may be given to City, and access shall be provided by
Consultant's successor in interest. Notwithstanding the above, the Consultant shall fully
cooperate with the City in providing access to the books and records if a public records request is
made and disclosure is required by law including but not limited to the California Public Records
Act.
6.2 Reports.
Consultant shall periodically prepare and submit to the Contract Officer such reports
concerning the performance of the services required by this Agreement as the Contract Officer
shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost
of work and services to be performed pursuant to this Agreement. For this reason, Consultant
agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that
may or will materially increase or decrease the cost of the work or services contemplated herein
or, if Consultant is providing design services, the cost of the project being designed, Consultant
shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the
estimated increased or decreased cost related thereto and, if Consultant is providing design
services, the estimated increased or decreased cost estimate for the project being designed.
6.3 Ownership of Documents.
All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes,
computer files, reports, records, documents and other materials (the "documents and materials")
prepared by Consultant, its employees, subcontractors and agents in the performance of this
Agreement shall be the property of City and shall be delivered to City upon request of the
Contract Officer or upon the termination of this Agreement, and 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 use, reuse, or assignment of the documents and materials hereunder. Any
use, reuse or assignment of such completed documents for other projects and/or use of
uncompleted documents without specific written authorization by the Consultant will be at the
City's sole risk and without liability to Consultant, and Consultant's guarantee and warranties
shall not extend to such use, reuse or assignment. Consultant may retain copies of such
documents for its own use. Consultant shall have the right to use the concepts embodied therein.
All subcontractors shall provide for assignment to City of any documents or materials prepared
by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify
City for all damages resulting therefrom. Moreover, Consultant with respect to any documents
and materials that may qualify as "works made for hire" as defined in 17 U.S.C. § 101, such
documents and materials are hereby deemed"works made for hire"for the City.
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6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant
in performance of this Agreement shall be considered confidential, unless such information is in
the public domain or already known to Consultant. Consultant shall not release or disclose any
such information or work product to persons or entities other than City without prior written
authorization from the Contract Officer.
(b) Consultant, its officers, employees, agents or subcontractors,
shall not, without prior written authorization from the Contract Officer or unless requested by the
City Attorney, voluntarily provide documents, declarations, letters of support, testimony at
depositions, response to interrogatories or other information concerning the work performed
under this Agreement. Response to a subpoena or court order shall not be considered "voluntary"
provided Consultant gives City notice of such court order or subpoena.
(c) If Consultant, or any officer, employee, agent or subcontractor of
Consultant, provides any information or work product in violation of this Agreement, then City
shall have the right to reimbursement and indemnity from Consultant for any damages,costs and
fees,including attorneys fees, caused by or incurred as a result of Consultant's conduct.
(d) Consultant shall promptly notify City should Consultant, its
officers, employees, agents or subcontractors be served with any summons, complaint, subpoena,
notice of deposition, request for documents, interrogatories, request for admissions or other
discovery request, court order or subpoena from any party regarding this Agreement and the work
performed there under. City retains the right,but has no obligation,to represent Consultant or be
present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully
with City and to provide City with the opportunity to review any response to discovery requests
provided by Consultant. However,this right to review any such response does not imply or mean
the right by City to control, direct, or rewrite said response.
ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION
7.1 California Law.
This Agreement shall be interpreted, construed and governed both as to validity and to
performance of the parties in accordance with the laws of the State of California. Legal actions
concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be
instituted in the Superior Court of the County of Los Angeles, 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. In the event of litigation in a U.S. District
Court, venue shall lie exclusively in the Central District of California, in the County of Los
Angeles, State of California.
7.2 Disputes: Default.
In the event that Consultant is in default under the terms of this Agreement, the City shall
not have any obligation or duty to continue compensating Consultant for any work performed
after the date of default. Instead, the City may give notice to Consultant of the default and the
reasons for the default. The notice shall include the timeframe in which Consultant may cure the
default. This timeframe is presumptively thirty (30) days, but may be extended, though not
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reduced, if circumstances warrant. During the period of time that Consultant is in default, the
City shall hold all invoices and shall, when the default is cured, proceed with payment on the
invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the
outstanding invoices during the period of default. If Consultant does not cure the default, the
City may take necessary steps to terminate this Agreement under this Article. Any failure on the
part of the City to give notice of the Consultant's default shall not be deemed to result in a waiver
of the City's legal rights or any rights arising out of any provision of this Agreement.
7.3 Retention of Funds.
Consultant hereby authorizes City to deduct from any amount payable to Consultant
(whether or not arising out of this Agreement) (i) any amounts the payment of which may be in
dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or
damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by
reason of Consultant's acts or omissions in performing or failing to perform Consultant's
obligation under this Agreement. In the event that any claim is made by a third party, the amount
or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear
to be the basis for a claim of lien, City may withhold from any payment due, without liability for
interest because of such withholding, an amount sufficient to cover such claim. The failure of
City to exercise such right to deduct or to withhold shall not, however, affect the obligations of
the Consultant to insure,indemnify, and protect City as elsewhere provided herein.
7.4 Waiver.
Waiver by any party to this Agreement of any term, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by
any party of any breach of the provisions of this Agreement shall not constitute a waiver of any
other provision or a waiver of any subsequent breach or violation of any provision of this
Agreement. Acceptance by City of any work or services by Consultant shall not constitute a
waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any
right or remedy by a non-defaulting party on any default shall impair such right or remedy or be
construed as a waiver. Any waiver by either party of any default must be in writing and shall not
be a waiver of any other default concerning the same or any other provision of this Agreement.
7.5 Rights and Remedies are Cumulative.
Except with respect to riglhts and remedies expressly declared to be exclusive in this
Agreement, the rights and remedies of the parties are cumulative and the exercise by either party
of one or more of such rights or remedies shall not preclude the exercise by it, at the same or
different times, of any other rights or remedies for the same default or any other default by the
other party.
7.6 Legal Action.
In addition to any other rights or remedies, either party may take legal action, in law or in
equity, to cure, correct or remedy any default, to 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. Notwithstanding any contrary
provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections
905 et. seq. and 910 et. seq., in order to pursue a legal action under this Agreement.
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7.7 Termination Prior to Expiration of Term.
This Section shall govern any termination of this Contract except as specifically provided
in the following Section for termination for cause. The City reserves the right to terminate this
Contract at any time, with or without cause, upon thirty(30) days' written notice to Consultant,
except that where termination is due to the fault of the Consultant, the period of notice may be
such shorter time as may be determined by the Contract Officer. In addition, the Consultant
reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60)
days' written notice to City, except that where termination is due to the fault of the City, the
period of notice may be such shorter time as the Consultant may determine. Upon receipt of any
notice of termination, Consultant shall immediately cease all services hereunder except such as
may be specifically approved by the Contract Officer. Except where the Consultant has initiated
termination,the Consultant shall be entitled to compensation for all services rendered prior to the
effective date of the notice of termination and for any services authorized by the Contract Officer
thereafter in accordance with the Schedule of Compensation or such as may be approved by the
Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated
termination, the Consultant shall be entitled to compensation only for the reasonable value of the
work product actually produced hereunder. In the event of termination without cause pursuant to
this Section, the terminating party need not provide the non-terminating party with the
opportunity to cure pursuant to Section 7.2.
7.8 Termination for Default of Consultant.
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 7.2, take over the work
and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable
to the extent that the total cost for completion of the services required hereunder exceeds the
compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate
such damages), and 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.
7.9 Attorneys' Fees.
If either party to this Agreement is required to initiate or defend or made a party to any
action or proceeding in any way connected with this Agreement, the prevailing party in such
action or proceeding, in addition to any other relief which may be granted, whether legal or
equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's
fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other
reasonable costs for investigating such action, taking depositions and discovery and all other
necessary costs the court allows which are incurred in such litigation. All such fees shall be
deemed to have accrued on commencement of such action and shall be enforceable whether or
not such action is prosecuted to judgment.
ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 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
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may become due to the Consultant or to its successor, or for breach of any obligation of the terms
of this Agreement.
8.2 Conflict of Interest.
Consultant covenants that neither it, nor any officer or principal of its firm, has or shall
acquire any interest, directly or indirectly, which would conflict in any manner with the interests
of City or which would in any way hinder Consultant's performance of services under this
Agreement. Consultant further covenants that in the performance of this Agreement, no person
having any such interest shall be employed by it as an officer, employee, agent or subcontractor
without the express written consent of the Contract Officer. Consultant agrees to at all times
avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City
in the performance of this Agreement.
No officer or employee of the City shall have any financial interest, direct or indirect, in
this Agreement nor shall any such officer or employee participate in any decision relating to the
Agreement which affects her/his financial interest or the financial interest of any corporation,
partnership or association in which (s)he is, directly or indirectly, interested, in violation of any
State statute or regulation. The Consultant warrants that it has not paid or given and will not pay
or give any third party any money or other consideration for obtaining this Agreement.
8.3 Covenant Against Discrimination.
Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons
claiming under or through them, that there shall be no discrimination against or segregation of,
any person or group of persons on account of race, color, creed, religion, sex, gender, sexual
orientation,marital status,national origin, ancestry or other protected class in the performance of
this Agreement. Consultant shall take affirmative action to insure that applicants are employed
and that employees are treated during employment without regard to their race, color, creed,
religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other
protected class.
8.4 Unauthorized Aliens.
Consultant hereby promises and agrees to comply with all of the provisions of the Federal
Tmmigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection
therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ
such unauthorized aliens for the performance of work and/or services covered by this Agreement,
and should any liability or sanctions be imposed against City for such use of unauthorized aliens,
Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or
sanctions imposed,together with any and all costs,including attorneys' fees, incurred by City.
ARTICLE 9. MISCELLANEOUS PROVISIONS
9.1 Notices.
Any notice, demand,request,document,consent,approval, or communication either party
desires or is required to give to the other party or any other person shall be in writing and either
served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager
and to the attention of the Contract Officer (with her/his name and City title), City of Rancho
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Palos Verdes, 30940 Hawthorne Blvd., California 90275 and in the case of the Consultant, to the
person(s) at the address designated on the execution page of this Agreement. Either party may
change its address by notifying the other party of the change of address in writing. Notice shall
be deemed communicated at the time personally delivered or in seventy-two (72) hours from the
time of mailing if mailed as provided in this Section.
9.2 Interpretation.
The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either party by reason of the authorship of
this Agreement or any other rule of construction which might otherwise apply.
9.3 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed to be an
original,and such counterparts shall constitute one and the same instrument.
9.4 Integration; Amendment.
This Agreement including the attachments hereto is the entire, complete and exclusive
expression of the understanding of the parties. It is understood that there are no oral agreements
between the parties hereto affecting this Agreement and this Agreement supersedes and cancels
any and all previous negotiations, arrangements, agreements and understandings, if any, between
the parties, and none shall be used to interpret this Agreement. No amendment to or
modification of this Agreement shall be valid unless made in writing and approved by the
Consultant and by the City Council. The parties agree that this requirement for written
modifications cannot be waived and that any attempted waiver shall be void.
9.5 Severability.
In the event that any one or more of the phrases, sentences, clauses, paragraphs, or
sections contained in this Agreement shall be declared invalid or unenforceable by a valid
judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall
not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this
Agreement which are hereby declared as severable and shall be interpreted to carry out the intent
of the parties hereunder 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.
9.6 Warranty&Representation of Non-Collusion.
No official, officer, or employee of City has any financial interest, direct or indirect, in
this Agreement, nor shall any official, officer, or employee of City participate in any decision
relating to this Agreement which may affect his/her financial interest or the financial interest of
any corporation, partnership, or association in which (s)he is directly or indirectly interested, or
in violation of any corporation, partnership, or association in which (s)he is directly or indirectly
interested, or in violation of any State or municipal statute or regulation. The determination of
"financial interest" shall be consistent with State law and shall not include interests found to be
"remote" or "noninterests" pursuant to Government Code Sections 1091 or 1091.5. Consultant
warrants and represents that it has not paid or given, and will not pay or give, to any third party
including,but not limited to, any City official, officer, or employee, any money, consideration, or
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other thing of value as a result or consequence of obtaining or being awarded any agreement.
Consultant further warrants and represents that (s)he/it has not engaged in any act(s),
omission(s), or other conduct or collusion that would result in the payment of any money,
consideration, or other thing of value to any third party including, but not limited to, any City
official, officer, or employee, as a result of consequence of obtaining or being awarded any
agreement. Consultant is aware of and understands that any such act(s), omission(s) or other
conduct resulting in such payment of money, consideration, or other thing of value will render
this Agreement void and of no force or effect.
Consultant's Authorized Initials
9.7 Corporate Authority.
The persons executing this Agreement on behalf of the parties hereto warrant that(i) such
party is duly organized and existing, (ii) they are duly authorized to execute and deliver this
Agreement on behalf of said party, (iii) by so executing this Agreement, such party 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 said party is bound. This Agreement shall
be binding upon the heirs, executors, administrators, successors and assigns of the parties.
[SIGNATURES ON FOLLOWING PAGE]
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09999.0009/267880.1
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date and year first-above written.
CITY:
CITY OF RANCHO PALOS VERDES,a
municipal corporation
____‘24.1........ /41/ /
/ ,Mayor
ATTEST:
i(ic ------N
__Airttei-ge_,-
,City Clerk
APPROVED AS TO FORM:
ALESHIRE&WYNDER,LLP
•,:,.. .9". /
David J. Ales l , ity Attorney
CONSULTANT:
Richard Fisher Associates
By: PC.Ctshaio-isCr----mva:tjKe;'ame: A.
Title: rizamatimkr
84//,0
By
e: e - . 14. ettrn41
Title:
Richard Fisher Associates
2001 E. First St. Suite 160
Santa Ana,CA 92705
Two corporate officer signatures required when Consultant is a corporation, with one signature required
from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2)
Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S
SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE
INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR
OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY.
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09999.0009/267880.1
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document.
STATE OF CALIFORNIA h
COUNTY OF LOS ANGELES gicilAtb Ate,`i'f ISt
rai
On it.—0)-, 2016 before me, personally pear 14 �IG proved to me on
the basis of satisfactory evidence to s- e perso whose nami are bscribed to the wit strument and
acicnowle 4 to me that he/sh- -xecuted the same in his/her/ eir authorized capacir.e,, and that by
his/her/O -. gnature9 on the instrument the persog9or the entity upon behalf of which the perso si�acted,
executes e instrument. �/
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
,0I'`°'N. KENNETH C. PARK
WITNESS my ha d and official seal. � : COMM./ 2042361 1n
N o NOTARY PUBLIC•CALIFORNIA u1
P* COUNTY OF ORANGE '"
Signature: r+enod" Mr CoeM.!IIP.Ocr.17,!,3_
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
❑ INDIVIDUAL ��I
CI CORPORATE OFFICER C' it .f ' ) �� I `�-'r
egi
TITL OR TYPE OF DOC ENT
TITLE(S)
❑ PARTNER(S) ❑ LIMITED 3
❑ GENERAL NUMB R OF PAGES
❑ ATTORNEY-IN-FACT
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SIGNER IS REPRESENTING:
(NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE
09999.0009/267880.1
EXHIBIT "A"
SCOPE OF SERVICES
Consultant will perform the following Services:
A. Pre-Design Meeting
i. Project Pre-design Meeting
1.Principal: Project Manager, Richard Fisher will meet with City Staff to
discuss and refine the Project Scope, Budget and Schedule. Also, discuss
milestone target dates for specific activities during the Master Plan process;
specific user group meetings and the overall public outreach process, and
how to maximize participation of critical community members within
limited meetings; and a review of the specific deliverables for respective
Tasks. Also, receive from City all appropriate park improvement plans and
other applicable documents.
2.Associate: Sr. Designer, Jim Collison will conduct discussions on the
staff-level input generated prior to the issue of the RFP, including any
preliminary sketches, specific amenities' notes, and any documented input
from park user groups gathered during the City-wide Parks & Recreation
Master Plan process. Also in this discussion, we will want to focus on what
City staff wants to make sure is accomplished in the re-design for this park.
Specific information should also cover the needs for a re-built community
building, user groups' wishes for specific site amenities, and previously-
voiced concerns from the neighborhood in regard to the park site
renovation.
3. Meyer: Architect, Randy Meyer will meet with the City to discuss any
architectural components generated in Exhibit A.I.A.i.1. and A.I.A.i.2.
ii. Conduct Site Research
1.Principal: Project Manager, Richard Fisher will conduct a preliminary
review of the overall site to become familiar with existing buildings,
outdoor activity areas, public access to and within the park site, and both
outward view opportunities from within the site and neighboring views into
the site. Also, will conduct a limited, but highly professional, review of the
existing trees throughout the park to determine if any should be removed.
2.Associate: Sr. Designer, Jim Collison will determine all applicable local
and regional code issues specific to this project.
3. CADD: CADD Designer, Mike Fuhrhop will prepare photographic
documentation of existing park improvements.
B. Site Analysis/Assessment
i. Review of Existing Documents&Background
1.Principal: Project Manager, Richard Fisher will lead the preliminary
review of City-provided documents, plans, previously-gathered community
input for the site's future improvements, and any other relevant background
materials.
2.Associate: Sr. Designer,Jim Collison will perform a preliminary review of
City-provided documents, plans, previously-gathered community input for
the site's future improvements, and any other relevant background materials
as directed by Principal.
3. AndPen: Civil Engineering, Bob Merrill will perform a preliminary
review of City-provided documents, plans, previously-gathered community
input for the site's future improvements, and any other relevant background
materials as directed by Principal.
ii. Conduct Environmental Site Analysis (Optional Service)
1.Principal: Project Manager, Richard Fisher will oversee and direct the
environmental Site analysis work to be completed by ECORP.
2.ECORP: Environmental Consultant, Roger Mason will conduct a Site
Reconnaissance Investigation in order to prepare a cultural and biological
resources constraints analysis. Work effort will include a Records Search,
Field Survey, Historical Building Assessment, and Constraints Analysis
Report. Finally, this Task will include a summary of special status species
of plants, potential impacts to plant and wildlife communities by
construction on the site, followed by a brief discussion of reasonable
mitigation measures in response to the potential impacts as directed by
principal.
iii. Conduct Physical Site Amenities Analysis
1.Principal: Project Manager, Richard Fisher will oversee and direct work
done by Jim Collison,Mike Fuhrhop, Meyer and Associates, and Arborwell
Consulting in this task.
2.Associate: Sr. Designer, Jim Collison will perform an analysis of current
outdoor activity areas; the circulation between these areas and the ease for
public access from activity area to activity area; existing City staff's abilities
for site observation from their offices and other primary work areas; and
analyze view opportunities from within the site and neighboring views into
the site. Also, will include interviewing critical City staff members who can
contribute to this assessment to maximize the understanding by the
Consultant team. Also will prepare written documents summarizing
identified project issues, site opportunities to make the park more
functional, aesthetically-pleasing and environmentally compatible, as well
as all identified site constraints.
3. CADD: CADD Designer, Mike Fuhrhop will prepare graphic documents
depicting identified project issues, site opportunities to make the park more
functional, aesthetically-pleasing and environmentally compatible, as well
as all identified site constraints.
4.Meyer: Architect, Randy Meyer will conduct a preliminary evaluation of
the existing buildings and types of activity spaces offered by the existing
buildings. Also will prepare an Architectural Assessment of the existing
buildings, addressing the pros and cons of renovating the existing buildings
versus the teardown and construction of a new community building.
5.Arborwell: Certified Arborist, Evin Lambert will perform an analysis of
how trees interact with: current and proposed outdoor activity areas; the
circulation between these areas and the ease for public access from activity
area to activity area; existing trees impacts to City staff's abilities for site
observation from their offices and other primary work areas; and analyze
how trees impact view opportunities from within the site and neighboring
views into the site.
iv. Conduct Existing Site Drainage Analysis
1.Principal: Project Manager, Richard Fisher will oversee and direct work
done by AndersonPenna Partners,Inc. in this task.
2.AndPen: Civil Engineering, Bob Merrill will conduct a preliminary review
of the site drainage (enhanced by a discussion with City staff on known
drainage problems); existing infrastructure improvements to include
drainage systems, and vehicular pavement areas; a review of the existing
soil type (as can be analyzed by City-provided documents) and any
anticipated special improvement design issues and related cost implications;
and an analysis of construction cost implications due to the remote location
of the site. This Analysis will also include a preliminary review of the
construction period storm water mitigation and management. Bob will also
be an active participant in the development of the Master Plan alternatives.
v. Prepare New Topographic Site Survey(Optional Service)
1.Principal: Project Manager, Richard Fisher will oversee and direct work
done by Don Barrie&Associates in this task.
2.DBA: Land Surveyor, Don Barrie will prepare a new Aerial Topographic
Survey of the site, as a 1" = 20 scale electronic map, with 1 ft contour
intervals, showing all visible site structures, hardscape, visible utilities, and
parking lots.
C. Community Outreach&Public Participation
i. Conduct Community Outreach Meetings
1.Principal: Project Manager, Richard Fisher will oversee and direct work
done by Taylor Smith and Meyer and Associates in this task.
2.Clerical: Taylor Smith will prepare for the community outreach meeting
and take detailed minutes to incorporate in the future design.
3.Meyer: Architect, Randy Meyer will prepare and conduct a community
outreach strategy and public input process. Groups anticipated to participate
in this process could include:
a. The Palos Verde Peninsula Unified School District
b. City staff
c. Community Stakeholders and Park Users
d. Nearby Neighborhood Homeowner Associations
e. Individual Homeowners
ii. Conduct Stakeholder Interviews
1.Principal: Project Manager, Richard Fisher will conduct small forum
interviews with valued Stakeholders who can offer more in-depth input on
desired site amenities and features which need to be addressed as a part of
the Master Plan.
2.Clerical: Taylor Smith will prepare for the stake holder interviews and take
detailed notes to incorporate in the future design.
iii. Conduct Presentations of MP Process
1.Principal: Project Manager, Richard Fisher will conduct follow-up
presentations of the Master Plan as it develops to solicit input and review of
site improvements' options. Presentations will include a minimum of one
public forum, which could be incorporated into a presentation/workshop
with a joint session of the Planning Commission and the City Council.
2.Meyer: Architect, Randy Meyer will prepare graphic and written materials
to support the public outreach process and summarize input received
through all key steps of the process.
D. Master Plan Development
i. Prelim Master Plan Design Process
1.Principal: Project Manager, Richard Fisher will oversee and direct work
done by Jim Collison, Mike Fuhrhop, Meyer and Associates, and
AndersonPenna Partners, Inc.in this task.
2.Associate: Sr. Designer, Jim Collison will prepare two Alternative Draft
Master Plans, showing alternative designs to accommodate existing and
proposed park use areas. Each alternative Preliminary Master Plan will
indicate its proposed design solutions to satisfy community outreach
requests for components and arrangements of park amenities. It is
anticipated that the respective Preliminary Master Plan schemes will
propose different arrangements of activity areas, the siting of a replacement
community building, routes for accessibility to various activity areas
throughout the site (to include those routes which will meet ADA
accessibility criteria), and the methodologies to maximise the extraordinary
off-site views offered by the site. Each Master Plan alternative will be
prepared with RFA's professional recommendations for all park
modifications and improvements listed in the RFP.
3.CADD: CADD Designer, Mike Fuhrhop will prepare Base Sheet for the
entire park area @ 20' scale (or larger, if appropriate for a 32" x 36", or
larger, format). Also, will generate each Preliminary Master Plan
Alternative graphically in AutoCAD for the initial City staff review
purposes.
4.Meyer: Architect, Randy Meyer will prepare a summary Needs
Assessment, based on the design team's Site Analysis and the input
gathered from community input sessions.
5.AndPen: Civil Engineering, Bob Merrill will with close coordination by
City staff, develop a written Program Development summary to discuss in
detail the various proposed community building uses and sizes of desired
use areas, as well as discuss outdoor activity area needs and sizes. In
appropriate Master Plan-level detail, list preferred construction materials
and fmishes for indoor and exterior improvements.
ii. Present Prelim Master Plan Alternatives to Staff
1.Principal: Project Manager, Richard Fisher will meet with City Staff to
present each of the Preliminary Master Plan Alternatives. Will also, discuss
any modifications requested by Staff for each Alternative Master Plan. Will
also, make any possible determinations on the priority of phase one
improvements, and receive direction on future phasing packages (for Cost
Estimating purposes).
2.Associate: Sr. Designer, Jim Collison will aide principal with tasks in
Exhibit A.D.ii.1. and prepare colored exhibit for each of the two
Preliminary Master Plan Alternatives.
3.Meyer: Architect, Randy Meyer will aide principal with tasks in Exhibit
A.D.ii.1.
iii. Present Prelim MP Alt's Community Forums
1.Principal: Project Manager, Richard Fisher will present each of the
Preliminary Master Plan Alternatives to Community Stakeholders in one
outreach workshop. Solicit input from public participants in the evaluation
of each alternative's ability to best meet community needs. Following open
discussions on each alternative, solicit the community's support for the
preferred Master Plan Alternative. Any additional public outreach meetings
with user groups can be provided, if determined by City Staff to be needed,
as an Extra Services item.
iv. Finalize Preferred MP Alternative
1.Principal: Project Manager, Richard Fisher will Refine Preferred
Preliminary Master Plan into Final Master Plan, incorporating modifications
requested by City staff and Community participants in Exhibits A.D.ii. and
A.D.iii. above. Also, will prepare an Implementation Plan which discusses
the components of each phase of development, generally discusses the
impacts to the site and any surrounding neighborhood and street impacts
during construction, and discusses funding sources which may be explored
to augment City funds.
2.Associate: Sr. Designer, Jim Collison will prepare the Final Master Plan as
a color-rendered exhibit, mounted on 'A" foam board. Also, will prepare a
Master Plan-level Estimate of Probable Construction Costs for the overall
park improvements, and break up improvements into two phasing packages,
as determined to be appropriate in a discussion with City staff. Costs for
new architectural improvements (community building) will be a part of this
Cost Estimate work. Please note that with the exclusion of a Geotechnical
Report from the Consultant's Scope of Work will inhibit the ability to
accurately project the costs for construction of the new community building.
3.CADD: CADD Designer, Mike Fuhrhop will draft the Master Plan to
include call-outs of existing amenities to remain and call-outs / exhibits of
all proposed new / relocated amenities and site furniture. Additionally, the
Master Plan graphic will include wayfmding signage sketches and proposed
locations. As a part of the Master Plan package, recommended plant
materials, with typical exhibits of many species will be prepared to
communicate the proposed California-friendly and drought-tolerant
landscape treatment of the site.
4.Meyer: Architect, Randy Meyer will prepare a refined Floor Plan exhibit
and develop Conceptual Exterior Elevation Drawings to communicate the
preliminary design concept for the Community Building. Notes on these
exhibits will indicate proposed finishes and materials for the exterior of the
building.
v. AutoCAD Perspective of Building(Optional Service)
1.Principal: Project Manager, Richard Fisher will oversee and direct Randy
Meyer in the design of the new buildings.
2.Meyer: Architect, Randy Meyer will design the new buildings in
AutoCAD with direction from Principal.
vi. Present Final Master Plan
1.Principal: Project Manager, Richard Fisher will present Final Master Plan
to City Staff in preparation of presentation to the community and City
Council. Also, will present Final Master Plan to the City Council for
adoption of the community-supported design alternative. RFA will be
available to also make presentations to other City policymaking bodies as an
Extra Services item.
2.Clerical: Taylor Smith will assist the Principal with the task in Exhibit
A.D.vi.1. as directed by the principal.
3.Meyer: Architect, Randy Meyer will assist the Principal with the task in
Exhibit A.D.vi.1. as directed by the principal.
E. Progress Reports
1.Principal: Project Manager, Richard Fisher prepare project status reports at
agreed-upon intervals to City staff for inclusion on the City webpage. Text
for these updates will be ready for inclusion by the City's web server. The
frequency of updated reports will be discussed and agreed-upon at the initial
Pre-design Meeting, but are anticipated to include monthly updates as well
as timely updates following key public meeting/outreach events.
2.CADD: CADD Designer, Mike Fuhrhop will assist the Principal with the
task in Exhibit A.E.1. as directed by the principal.
3.Clerical: Taylor Smith will assist the Principal with the task in Exhibit
A.E.1. as directed by the principal.
F. Fundraising Plan(Optional Service)
1.Principal: Project Manager, Richard Fisher will oversee and direct work
done by Taylor Smith and Tina Gall in this task.
2.Clerical: Taylor Smith will assist the Principal with coordinating the task
in Exhibit A.F.3. as directed by the principal.
3.T Gall: Grants Advisor, Tina Gall prepare a report to describe local
community, regional, and national fundraising efforts which could be
developed to enhance funding for the park renovation project. Public /
private partnership exploration will also be discussed in the report. With the
adjacent Nature Center / Palos Verdes Preserve, the exploration of grants
related to these special facilities will be included in this task. It is
anticipated that Master Plan exhibits and report information will be added to
upcoming grant applications as well as information about community
support for the project already underway or recently accomplished.
II. As part of the Services,Consultant will prepare and deliver the following tangible
work products to the City:
A. Meeting Minutes
B. Photographic documentation of existing park improvements.
C. Site Reconnaissance Investigation Report
D. Architectural Assessment Report
E. Community Outreach Meetings
F. All project design files in AutoCAD
G. Preliminary Master Plan Alternatives as a report/presentation
H. Final Master Plan as a report/presentation
III. All work product is subject to review and acceptance by the City, and must be
revised by the Consultant without additional charge to the City until found
satisfactory and accepted by City.
IV. Consultant will utilize the following personnel to accomplish the Services:
A. Richard Fisher, Richard Fisher Associates
B. Jim Collison,Richard Fisher Associates
C. Mike Fuhrhop, Richard Fisher Associates
D. Taylor Smith, Richard Fisher Associates
E. Bob Merrill,AndersonPenna Partners,Inc.
F. Randy Meyer, Meyer and Associates
G. Roger Mason, ECORP Consulting
H. Evin Lambert,Arborwell Consulting
I. Don Barrie,Don Barrie&Associates
J. Tina Gall,Independent Consultant
EXHIBIT "B"
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
4.5 Prohibition Against Subcontracting or Assignment.
Therefore, Consultant shall not contract with any entity other than the ones listed below
to perform in whole or in part the services required hereunder without the express written
approval of the City.
a. Meyer and Associates
b. AndersonPenna Partners,Inc.
c. ECORP Consulting
d. Arborwell Consulting
e. Don Barrie&Associates
f. Tina Gall
7.3 Retention of Funds.
Consultant hcreby authorizes City to deduct from any amount payable to Consultant
dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or
•
to be the basis for a claim of lien, City may withhold from any payment due,without liability for
interest because of such withholding, an amount sufficient to cover such claim. The failure of
. - - .- - - - • . ..•,.... . .. . , .. . , . . .. •_ . .
EXHIBIT"C"
SCHEDULE OF COMPENSATION
I. Consultant shall perform the following tasks at the following not to exceed amounts:
RATE TIME SUB-BUDGET OPTIONAL
A. Pre-Design Meeting - - $3,480 $0
i.Project Pre-design Meeting $145/hr 3 hr $435 -
(Principal)
i.Project Pre-design Meeting $110/hr 3 hr $330 -
(Associate)
i.Project Pre-design Meeting $575 - $575 -
(Meyer)
ii. Conduct Site Research $145/hr 4 hr $580 -
(Principal)
ii. Conduct Site Research $110/hr 8 hr $880 -
(Associate)
ii. Conduct Site Research $85/hr 8 hr $680 -
(CADD)
B. Site Analysis/Assessment - - $21,847 $22,487
i.Review of Existing Documents $145/hr 4 hr $580 -
&Background(Principal)
i.Review of Existing Documents $110/hr 8 hr $880 -
&Background(Associate)
i.Review of Existing Documents $828 - $828 -
&Background(AndPen)
ii. Conduct Environmental Site $145/hr 2 hr - $290
Analysis(Principal)
ii. Conduct Environmental Site $16,617 - - $16,617
Analysis(ECORP)
iii. Conduct Physical Site $145/hr 4 hr $580 -
Amenities Analysis (Principal)
iii. Conduct Physical Site $110/hr 8 hr $880 -
Amenities Analysis(Associate)
iii. Conduct Physical Site $85/hr 8 hr $680 -
Amenities Analysis(CADD)
iii. Conduct Physical Site $575 - $575 -
Amenities Analysis (Meyer)
iii. Conduct Physical Site $1,610 - $1,610 -
Amenities Analysis (Arborwell)
iv. Conduct Existing Site $145/hr 2 hr $290 -
Drainage Analysis (Principal)
iv. Conduct Existing Site $14,944 - $14,944 -
Drainage Analysis(AndPen)
v. Prepare New Topographic Site $145/hr 2 hr - $290
Survey(Principal)
v. Prepare New Topographic Site $5,290 - - $5,290
Survey(DBA)
C. Community Outreach & Public
Participation - - $5,580 $0
i. Conduct Community Outreach $145/hr 4 hr $580 -
Meetings(Principal)
i. Conduct Community Outreach $60/hr 4 hr $240 -
Meetings(Clerical)
i.Conduct Community Outreach $460 - $460 -
Meetings(Meyer)
ii. Conduct Stakeholder $145/hr 10 hr $1,450 -
Interviews(Principal)
ii. Conduct Stakeholder $60hr 10 hr $600 -
Interviews(Clerical)
iii. Conduct Presentations of MP $145/hr 6 hr $870 -
Process(Principal)
iii. Conduct Presentations of MP $1,380 - $1,380 -
Process(Meyer)
D. Master Plan Development - - $69,353 $7,045
i. Prelim Master Plan Design $145/hr 8 hr $1,160 -
Process(Principal)
i. Prelim Master Plan Design $110/hr 112 hr $12,320 -
Process(Associate)
i. Prelim Master Plan Design $85/hr 169 hr $14,365 -
Process(CADD)
i. Prelim Master Plan Design
$15,769 - $15,769 -
Process(Meyer)
i. Prelim Master Plan Design $1,992 - $1,992 -
Process(AndPen)
ii.Present Prelim MP $145/hr 4 hr $580 -
Alternatives to Staff(Principal)
ii.Present Prelim MP $110/hr 4 hr $440 -
Alternatives to Staff(Associate)
ii. Present Prelim MP $575 - $575 -
Alternatives to Staff(Meyer)
iii. Present Prelim MP Alt's $145/hr 8 hr $1,160 -
Community Forums
iv.Finalize Preferred MP $145/hr 4 hr $580 -
Alternative(Principal)
iv.Finalize Preferred MP $110/hr 55 hr $6,050 -
Alternative(Associate)
iv.Finalize Preferred MP $85/hr 76 hr $6,460 -
Alternative(CADD)
iv. Finalize Preferred MP $6,662 - $6,662 -
Alternative(Meyer)
v. AutoCAD Perspective of $145/hr 1 hr - $145
Building(Principal)
v. AutoCAD Perspective of $6,900 - - $6,900
Building(Meyer)
vi.Present Final Master Plan $145/hr 4 hr $580 -
(Principal)
vi.Present Final Master Plan $60/hr 1 hr $60 -
(Clerical)
vi. Present Final Master Plan $600 - $600 -
(Meyer)
E. Progress Reports - - $3,600 $0
1. Principal $145/hr 16 hr $2,320 -
2.CADD $85/hr 8 hr $680 -
3.Clerical $60/hr 10 hr $600 -
F. Fundraising Plan - - $0 $5,075
1.Principal $145/hr 4 hr - $580
2. Clerical $60/hr 3 hr - $180
3.T Gall $4,315 - - $4,315
G. First-time Client Discount - ($10,160) -
H. Reimbursable Expenses: Not to - - $10,000 -
exceed amount
TOTAL SERVICES $103,700 $34,607
optional
services
H. Within the budgeted amounts for each Task, and with the approval of the Contract
Officer, funds may be shifted from one Task subbudget to another so long as the
Contract Sum is not exceeded per Section 2.1, unless Additional Services are
approved per Section 1.8.
III. The City will compensate Consultant for the Services performed upon submission of
a valid invoice. Each invoice is to include:
A. Line items for all personnel describing the work performed,the number of hours
worked, and the hourly rate.
B. Line items for all materials and equipment properly charged to the Services.
C. Line items for all other approved reimbursable expenses claimed,with supporting
documentation.
D. Line items for all approved subcontractor labor, supplies, equipment,materials, and
travel properly charged to the Services.
IV. The total compensation for all the Services shall not exceed a maximum of$103,700
as provided in Section 2.1 of this Agreement.
EXHIBIT "D"
SCHEDULE OF PERFORMANCE
Consultant shall perform all Services timely in accordance with the following
schedule:
A. Pre-Design Meeting
i. Project Pre-design Meeting will be completed within 1 week of the notice
to proceed by the City.
ii. Conduct Site Research will be completed within 1-2 weeks of the notice to
proceed by the City.
B. Site Analysis/Assessment
i. Review of Existing Documents &Background will be completed between
weeks 2 and 3 after the notice to proceed by the City.
ii. Conduct Environmental Site Analysis will be completed between weeks 3
and 6 after the notice to proceed by the City.
iii. Conduct Physical Site Amenities Analysis will be completed between
weeks 3 and 4 after the notice to proceed by the City.
iv. Conduct Existing Site Drainage Analysis will be completed between
weeks 3 and 6 after the notice to proceed by the City.
v. Prepare New Topographic Site Survey will be completed between weeks 3
and 7 after the notice to proceed by the City.
C. Community Outreach&Public Participation
i. Conduct Community Outreach Meetings will be completed by week 5
after the notice to proceed by the City.
ii. Conduct Stakeholder Interviews will be completed between weeks 5 and 7
after the notice to proceed by the City.
iii. Conduct Presentations of MP Process will be completed during weeks 23
and 34 after the notice to proceed by the City.
D. Master Plan Development
i. Prelim Master Plan Design Process will be completed between weeks 8
and 22 after the notice to proceed by the City.
ii. Present Prelim MP Alternatives to Staff will be completed by week 23
after the notice to proceed by the City.
iii. Present Prelim MP Alt's Community Forums will be completed by week
24 after the notice to proceed by the City.
iv. Finalize Preferred MP Alternative will be completed between weeks 25
and 32 after the notice to proceed by the City.
v. AutoCAD Perspective of Building will be completed by week 34 after the
notice to proceed by the City.
vi. Present Final Master Plan will be completed by week 34 after the notice to
proceed by the City.
E. Progress Reports
i. Development and Provision of Status Report Updates will be delivered to
the City weekly either Friday afternoons or Monday mornings.
F. Fundraising Plan
i. Development of Fundraising Plan will be completed between weeks 28
and 32 after the notice to proceed by the City.
II. Consultant shall deliver the following tangible work products to the City by the
following dates.
A. Meeting Minutes will be delivered to the City timely and not to exceed 3 business
days of the meeting.
B. Photographic documentation of existing park improvements will be completed
within 1-2 weeks of the notice to proceed by the City.
C. Site Reconnaissance Investigation Report will be completed between weeks 3 and
6 after the notice to proceed by the City.
D. Architectural Assessment Report Conduct Physical Site Amenities Analysis will
be completed between weeks 3 and 4 after the notice to proceed by the City.
E. Community Outreach Meetings will be delivered by weeks 5 and 7 after the notice
to proceed by the City.
F. All project design files in AutoCAD will be delivered as requested by the contract
officer but no later than week 34 after the notice to proceed by the City.
G. Preliminary Master Plan Alternatives as a report/presentation will be completed
by week 24 after the notice to proceed by the City.
H. Final Master Plan as a report/presentation will be completed between weeks 25
and 32 after the notice to proceed by the City.
III. The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2.