CC SR 20160503 G - Hesse Park ADA Access and ImprovementsRANCHO PALOS VERDES CITY COUNCIL
AGENDA REPORT
AGENDA DESCRIPTION:
MEETING DATE: 05/03/2016
AGENDA HEADING: Consent Calendar
Consideration and possible action to award a professional services contract for the
design of ADA Access and Accessibility Improvements at Fred Hesse Park.
RECOMMENDED COUNCIL ACTION:
(1) Award a Professional Services Agreement to Creative Design Associates in the
amount of $31,980, including a design contingency of 10% ($3,200) for unforeseen
changes to the scope, plus an amount not to exceed $1,000 for reimbursable items;
and,
(2) Authorize the Mayor and City Clerk to execute the Professional Services
Agreement, subject to approval as to form by the City Attorney.
FISCAL IMPACT: The recommended action of awarding a Professional Services
Agreement for design services to Concept Design Associates will be completed at a
negotiated price of $31,680. The project budget accommodates contingency funding up
to $3,200 and allows for reimbursable items up to $1,000 for the not to exceed total of
$35,880. The project budget for design, inspection and construction includes a
continuing appropriation of $610,137. An additional appropriation of $200,000 to fully
fund the construction will be proposed to be included with the FY16-17 budget.
Amount Budgeted: $610,137
Additional Appropriation: $0
Account Number(s): 310-3033-461-73-00
ORIGINATED BY: Ron Dragoo, PE, Principal Engineer_
REVIEWED BY: Michael Throne, PE, Director of Public Works;
APPROVED BY: Doug Willmore, City Manager 1*4.
ATTACHED SUPPORTING DOCUMENTS:
A. Professional Services Agreement — Creative Design Associates (page A-1)
B. Project Location Map (page B-1)
C. Proposal — Creative Design Associates (page C-1)
BACKGROUND AND DISCUSSION:
This is the second phase of Americans with Disabilities Act (ADA) -related improvements
at Fred Hesse Park and Community Building, and addresses issues of access to the
Community Building and additional accessibility improvements at selected areas within
the Community Building, as shown on the location map (Attachment B).
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This Project will construct 2 ADA curb ramps, including curb and gutter modifications
along the ramps as well as the removal and replacement of the traveled path (sidewalk)
to create ADA -compliant pedestrian linkage from the parking lot to the Community
Building entrance. Additional ADA -specific modifications will include correcting the
elevations at the brick paving fronting the building and numerous interior building
modifications, such as relocating light switches, modifying interior doors and addressing
access barriers to ADA -approved standards. Many of the exterior improvements are
depicted in Attachment B.
A Request for a Proposal was issued to and a proposal was received from Creative
Design Associates for the design of new ADA access improvements. Based on the
strength of the proposal and their intimate knowledge and expertise of ADA access
evaluations and design in the City, the awarding of an architectural and engineering
design contract to Creative Design Associates is recommended in the amount $31,680,
plus an allowance of $1,000 for reimbursable expenses.
Concept Design Consultants has performed very successfully on design of similar City
projects recently, including developing the City's ADA transition plan.
ALTERNATIVES:
In addition to Staff's recommendation, the City Council may elect to choose the
following alternative actions:
Reject this proposal and direct Public Works to issue a new Request for
Proposals.
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Attachment A
Professional Services Agreement
Creative Design Associates
A-1
CONTRACT SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
Creative Design Associates
for
DESIGN OF ADA IMPROVEMENTS AT HESSE PARK
09999.0009/267880.1
AGREEMENT FOR CONTRACT SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
CREATIVE DESIGN ASSOCIATES
THIS AGREEMENT FOR CONTRACT SERVICES (herein "Agreement") is made and
entered into this 3rd day of May, 2016 by and between the City of Rancho Palos Verdes, a
California municipal corporation ("City") and Creative Design 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
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intended. For purposes of this Agreement, the phrase "highest professional standards" shall
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 Familiaritv 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, excluding reimbursement for
actual expenses, shall not exceed Thirty One Thousand Six Hundred and Eighty Dollars plus an
allowance of One Thousand Dollars ($1,000) for reimbursement of expenses ($31,680.00) (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
09999.0009/267880.1 _ 4 _ A - 5
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 "D").
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:
(Name) (Title)
(Name) (Title)
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(Name) (Title)
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 Ron Dragoo, Principal Engineer or Michael Throne,
Director of Public Works 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
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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 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.
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(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
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
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MAIL THIRTY (30) -DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE
HOLDER NAMED HEREIN.
[to be initialed]
Consultant Initials
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:
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09999.0009/267880.1 A
(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
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
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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 (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.
-12- A- 13
09999.0009/267880.1
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 parry 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
09999.0009/267880.1 _13- A-14
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 rights and remedies expressly declared to be exclusive in this
Agreement, the rights and remedies of the parties are cumulative and the exercise by either party
of one or more of such rights or remedies shall not preclude the exercise by it, at the same or
different times, of any other rights or remedies for the same default or any other default by the
other party.
7.6 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
-14- A- 15
09999.0009/267880.1
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.
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 parry need not provide the non -terminating parry 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 parry 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.
-15- A- 16
09999.0009/267880.1
ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non-liabili . of City Officers and Employees.
No officer or employee of the City shall be personally liable to the Consultant, or any
successor in interest, in the event of any default or breach by the City or for any amount which
may become due to the Consultant or to its successor, or for breach of any obligation of the
terms of this Agreement.
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 Immigration 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.
-16- A- 17
09999.0009/267880.1
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 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 parry 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
09999.0009/267880.1
-17- A- 18
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 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 parry, (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]
09999.0009/267880.1 -18- A- 19
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date and year first -above written.
ATTEST:
, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
David J. Aleshire, City Attorney
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
, Mayor
CONSULTANT:
Creative Design Associates
By:
Name:
Title:
Name:
Title:
Creative Design Associates
17528 E. Rowland Street, 2°d Floor
City of Industry, CA 91748
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.
-19- A-20
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
COUNTY OF LOS ANGELES
On , 2016 before me, , personally appeared , proved to me on
the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
Signature:
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
❑ INDIVIDUAL
❑ CORPORATE OFFICER
09999.0009/267880.1
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
A-21
TITLE(S)
❑
PARTNER(S) ❑ LIMITED
❑ GENERAL
❑
ATTORNEY-IN-FACT
❑
TRUSTEE(S)
❑
GUARDIAN/CONSERVATOR
❑
OTHER
SIGNER
IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
09999.0009/267880.1
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
A-21
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
COUNTY OF LOS ANGELES
On , 2016 before me, , personally appeared , proved to me on
the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
Signature:
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
❑
INDIVIDUAL
❑
CORPORATE OFFICER
TITLE(S)
❑
PARTNER(S) ❑ LIMITED
❑ GENERAL
❑
ATTORNEY-IN-FACT
❑
TRUSTEE(S)
❑
GUARDIAN/CONSERVATOR
❑
OTHER
SIGNER
IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
09999.0009/267880.1
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
A-22
EXHIBIT "A"
SCOPE OF SERVICES
I. Consultant will perform the following Services:
A. Provide Filed Inventory, Site Analysis Review, and Design Development services
as described in the attached Proposal dated January 30, 2016.
B. Provide Design services as described in the attached Proposal dated January 30,
2016. This includes design accessibility improvements, architecture, architecture
and engineering, civil engineering, electrical engineering, structural engineering,
schematic design and design development, construction documents and
deliverables.
C. Provide Project Management services during bidding and construction as
described in the attached Proposal dated January 30, 2016. This includes:
preparation of response to Request for Information (RFI) from bidders during the
advertisement phase; preparation of addenda as required; attendance at the pre —
construction meeting with contractor; review and approval of project submittals.
II. As part of the Services, Consultant will prepare and deliver the following tangible
work products to the City:
A. 75% design plans on CD's
B. 95% design plans on CD's
C. Final design plans on 24" x 36" pages
D. Responses to RFIs as needed
E. Addenda as needed
III. In addition to the requirements of Section 6.2, during performance of the Services,
Consultant will keep the City appraised of the status of performance by delivering
the following status reports:
A. Consultant will provide a written periodic summary of progress when requested to
do so by Staff.
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:
09999.0009/267880.1
A-23
A. Required specialist in house designers
i. Glenn K. Dea, Architect for tasks A, B, and C in Exhibit A.I.
B. Sub -consultants designers
ii. Barbara L. Hall, PE, Inc. for civil design in Exhibit A.I.B.
W. S & K Engineers for electrical engineering in Exhibit A.I.B.
iv. Lin & Wu Engineering structural engineering in Exhibit A.I.B.
09999.0009/267880.1
A - 24
EXHIBIT "B"
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
4.5 Prohibition Against Subcontracting or Assi nm�ent.
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.
a. Barbara L. Hall, PE, Inc.
b. S & K Engineers
c. Lin & Wu Engineering
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.
09999.0009/267880.1
A-25
I.
EXHIBIT "C"
SCHEDULE OF COMPENSATION
Consultant personnel shall be compensated at the following rates:
C D A
�rrr�Rir.a Dc x i g.' AY ..c is lea
EXHIBIT A
2014 f 2015 SACH ED U LE OF CHA RGES
FOR ARCHITECT, ENGINEERS AND CONSULTANTS
PERSONNEL HOURLY RATE5-
ARCH ITECT rate
Principal Architect $ 27x}
— Expert Witness
Testirno"
ENGINEER
rate
Principal' Architect,
$ 1S5
Principal Engineer
$ 175
Ctrl. f ed Access
Specialist (CASA)
Associate Arch tect
$ 1.€55
Project Manager
145
P'ro'ject Manager,
$ 13x}
ProjectJSenlor
$ 135
Certified Ao=e55
Engineer
Specialist (CASA)
Project Designer
$ 17.5
Engineer
$ 125
Senior Designer
$111]
Designer
$110
Senior Technical
$ 100
CARD DiperaLor
$85
Intermediate
$ 85
Construction
$ 115
Technical
Administrator
other Tet fhnical
$ 80
wood
$ 70
Staff
ProceL554W/Cle0cal
Clerical Staff
$ 70
Database
5 120
Consultant
These rates apply to regular time and trav=el time In the ccntlnental 1Jnited States. A
mamirnuM travel time of elght hours wlIt be charged in any day. Overtime, if required
in the intere3L of the projlecL will be charged at the above rates Far professional
personnel and at 1.5 times the abDve rates for other personnel. overtime will apply
Lo Lime. in excess of eight hours per weekday and all time on Saturdays. Sundays and
holidays. In the event of adverse weather conditions or oche- factors beyond our
control, a "andby charge of four hours per weekday will be rna e to field persorwrel.
Reimbursable expenses are in addition to personnel rat2S_
Travel expenses to Include, but not limited to hotel, lodging, meals, cast of travel
(dl rline tickets or mlledge comts at $0.560 Per mile), car rental, etr.. Such expenses to
be reimbursed at-;,p5t by Client.
1
17522 E- RawLand Strersl Jr City sol industry, CA 91740
T,I: F26.913-8101. i Fax: 626-913�RW2 f Grn:�i1. c�dai�r�ncla-:�ir.iom
09999.0009/267880.1
A-26
II. Consultant shall perform the following tasks at the following not to exceed amounts:
II.
IV.
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.
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.
The total compensation for all the Services shall not exceed a maximum of $31,680
as provided in Section 2.1 of this Agreement.
09999.0009/267880.1
A-27
AVG.
TIME
SUB -
RATE
BUDGET
A. Field Inventory/Site
$180/Hr.
44 Hrs.
$7,920
Analysis/Design Development
B. Design Services
-
-
$23,760
a. Creative Design Associates
$145.5/Hr.
40 Hrs.
$5,820
b. Barbara L. Hall, PE, Inc.
$120.5/Hr.
80 Hrs.
$9,640
c. S&K Engineers
$125/Hr.
44 Hrs.
$5,500
d. Lin & Wu Engineering
$140/Hr.
20 Hrs.
$2,800
C. Project Management Services
$0
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.
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.
The total compensation for all the Services shall not exceed a maximum of $31,680
as provided in Section 2.1 of this Agreement.
09999.0009/267880.1
A-27
EXHIBIT "D"
SCHEDULE OF PERFORMANCE
I. Consultant shall perform all Services timely in accordance with the following
schedule:
A. Consultant will have two weeks following the Notice to Proceed (NTP) to
complete task A found in Exhibit A.I.
B. Consultant will have 8 weeks following the (NTP) to complete task B found in
Exhibit A.I. contingent on City reviews.
i. 75% design plans are to be completed four weeks following the NTP
ii. 95% design plans to be completed two weeks following receipt of City
comments for 75% review.
iii. Final design plans to be completed two weeks following receipt of City
comments for 95% review.
C. Consultant will complete items in task C found in Exhibit A.I. in a timely manner
but not to exceed two business days from request.
i. Bid period anticipated to last for two weeks after advertise.
ii. Construction anticipated to last for twelve weeks following the
construction NTP.
H. Consultant shall deliver the following tangible work products to the City by the
following dates.
A. 75% design plans on CD's delivered four weeks following the NTP
B. 95% design plans on CD's delivered two weeks following receipt of City
comments for 75% review.
C. Final design plans on 24" x 36" pages delivered two weeks following receipt of
City comments for 95% review
D. Responses to RFIs delivered within in a timely manner but not to exceed two
business days of request
E. Addenda as needed delivered within in a timely manner but not to exceed two
business days of request
09999.0009/267880.1
•
III. The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2.
09999.0009/267880.1
A-29
Attachment B
Project Location Map
as
(E) BRICK -
PAVING
ADJACENT TO
BUILDING TO
REMAIN.
(N) BRICK
PAVING -
APPROX.
770 SF
:J. -N
Pkl A
PROPOSED -)/
LOCATION OF
NEW /
DRINKING
FOUNTAIN
t24
t24 1 /16
REMOVE TREE
tt
LIGHT FIXTURE
(E) CONCRETE
t28 1/B" STAIRS
CHASE GRADE
AS NEEDED
HESSE PARK - OPTION 5
PLAN
GRADE
-(N) LIGHT
FIXTURE
(N) BRICK
WALKWAY/LANDING
®
(N) CONCRETE LANDING
O(N)
CONCRETE RAMP
O(N)
PLANTING AREA
7-1
(N) NON -ACCESSIBLE
WALK
(N) CURB
B-2
Attachment C
Proposal
Creative Design Associates
C-1
CREATIVE DESIGN
ASSOCIATES
January 30, 2016
Ms. Diana Reznik, P.E.
Department of Public Works
City of Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes CA 90275
0:[626]913-8101
F: [626]913-8102
W: www.cda-arc.com
Creative Design Associates, Inc.
17528 E. Rowland St.
City of Industry, CA 91748
Re: Proposal for A/E Professional Services — Fred Hesse Park
Rancho Palos Verdes Accessibility Transition Plan Implementation — Phase IB
Dear Ms. Reznik:
We are submitting this proposal to provide professional A/E services on behalf of the
City of Rancho Palos Verdes as described below:
BACKGROUND:
The subject project is comprised of accessibility improvements at this City facility:
Fred Hesse Park and Community Building
29301 Hawthorne Blvd., Rancho Palos Verdes, CA 90275
After commencement of the Rancho Palos Verdes Accessibility Transition Plan
Implementation — Phase IA project (2013), the topographic survey conducted at Fred
Hesse Park provided the City with new information related to existing grades and
locations of site features associated with pedestrian access from the parking lot to the
community center building.
CDA's proposed design for this Phase 1B Project shall be based on this topo survey and
include enhancements to the Community Building entrance. The Project shall
additionally consist of accessibility improvements at selected areas within the
Community Building and exterior path -of -travel elements that will connect new on-site
accessible parking spaces with the Community Building entrance. The conceptual cost
estimate of these improvements is $396,000.00.
SCOPE OF SERVICES:
The Consultant shall provide complete professional services for project management
during design and engineering phases including architecture, engineering and landscape
architecture design services as necessary for the preparation of plans, specification
and cost estimates for the project. The project shall be designed and processed for
approval by the Community Development Department / Building and Safety Division.
The City will direct the Consultant to participate in early pre -design dialogue with the
CDD/BSD to confirm submittal requirements, clarify specific code requirements, and
C-2
obtain CDD/BSD's estimated schedule for initial review and backcheck.
Basic Services:
CDA's Basic Services shall be consistent with the Agreement between the City and CDA
and shall include normal Architectural Services. These normal Architectural Services are
further defined below:
• Design accessibility improvements, based on the City RFP's Project Description
and Requirements; visual observations from site visits; information obtained from
CDD/BSD representatives, and a review of existing construction drawings of the
sites.
• Architecture — Prepare site plans for architectural exterior ADA improvements,
parking and striping plans, and detail sheets. Prepare building plans for architectural
interior ADA improvements, enlarged plans, and detail sheets.
• Architecture and Engineering (General) — The principals and project managers for
the architecture, engineering, and consulting firms involved in this project shall be
licensed in their respective fields by the State of California if such licensing
requirements are applicable to them.
• Civil Engineering — Precise Grading Plan: Prepare a finish grading and drainage plan
for the ADA path of travel. Plans will be prepared to join existing grades, and will be
coordinated with the adjacent improvements.
• Electrical Engineering — Provide design calculations and product specifications.
• Structural Engineering — Provide design calculations and sketch details for City
submittal:
o Design and detail new ramps, retaining walls, and guard rails.
• Schematic Design and Design Development services consisting of the following:
a. Conduct meetings with City representatives to establish qualitatively and
quantitatively the functional needs of interior and exterior areas impacted,
including affected pedestrian and vehicular areas.
b. Review findings with City representatives.
c. Work with the City representatives to incorporate existing City standards.
d. Develop alternatives for review and obtain approval of a Project Program for
project areas defining the scope of improvements and functional requirements
with respect to user and pedestrian circulation, fire lane access; materials and
finishes selection; and infrastructure systems — mechanical, electrical,
telecom/data, security, and other specialized needs.
• Construction Documents services consisting of the following:
a. Prepare working drawings, specifications, general conditions, supplementary
general conditions, special conditions, addenda, change orders, and electronic
submittals developed to set forth in detail aspects of design, function and
construction. The construction documents will be used for estimating the cost of
the project, securing bids for constructing the project, and directing a contractor in
construction of the project.
• Deliverables — Deliver design documents to the City.
Proposal to Department of Public Works - City of Rancho Palos Verdes
Accessibility Transition Plan ILnplementation — Phase IB, Fred Hesse Park
January 30, 2016 — Page 2 of 6
C-3
Additional Services - The City may request additional services, or may request changes
in the sequence, timing, manner, or scope of services. As additional services or changes
to services are requested by the City, this Agreement may be modified subject to mutual
consent by execution of an addendum by authorized representative of both parties, setting
forth in writing the addition or change in services to be performed, the performance time
schedule, and the compensation for said services. The hourly rates as stated in the
attached 2016 SCHEDULE OF CHARGES FOR ARCHITECT, ENGINEERS AND
CONSULTANTS shall apply to such additional services.
Limits of Services and Exclusions:
Limits of services and exclusions include the following:
• Reports (General) — City shall furnish such structural, mechanical, electrical,
chemical, soils, and other tests, inspections and reports as required by Applicable
Laws or by the Contract Documents and which are not required to be furnished by the
Architect or Engineer under this Agreement or by Contractor under the Contract
Documents.
Geoteclinical — City shall furnish geotechnical data and reports, or employ Specialty
Consultants to provide such data or reports, when reasonably deemed necessary by
the Architect or Engineer, including test logs, soil classifications, soil bearing values
and other data and information necessary to define subsoil conditions.
Record Drawings, and Field Verification — It is understood that record drawings of
existing improvements shall be provided by the City. CDA's Basic Services include
review of the documents provided and field verification of readily observable existing
building and site conditions.
However, insomuch as improvements to existing structure(s) requires that certain
assumptions be made by CDA regarding existing conditions, and because some of
these assumptions may not be verifiable without the City expending additional sums
of money or destroying otherwise adequate or serviceable portions of the structure(s)
the City agrees to bear all costs, losses and expenses, including the cost of Architect's
Additional Services, arising from the discovery of concealed or unknown conditions,
or from any deficiencies or inaccuracies in any information or documentation relative
to concealed conditions furnished to CDA by the City.
The preparation of measured drawings may be necessary if the City cannot provide
as-builts or record drawings of the existing building and site condition. Such services
shall be considered supplemental services.
Hazardous Materials — CDA's professional services specifically exclude any actions
related to the abatement, replacement, or removal of any environmentally hazardous
product, material or process including those containing asbestos, and/or lead paint
existing in the facility. Notwithstanding these provisions, it is understood the City
will retain the services of an independent contractor to survey and document
environmentally hazardous materials. CDA will coordinate its services with the
findings of the independent contractor and shall coordinate with the independent
contractor and City to include the findings and related work within the bid package
for construction. CDA shall be entitled to rely upon the completeness and accuracy of
Proposal to Department of Public Works - City of Rancho Palos Verdes
Accessibility Transition Plan Implementation —Phase 113, Fred Hesse Park
January 30, 2016 —Page 3 of 6
C-4
the information provided by the independent contractor and shall assume no
responsibility or liability for the accuracy or completeness of the information
provided by the independent contractor.
• Move Management — Move management services are specifically excluded.
We are pleased to submit our fee proposal to provide professional services as described
below.
COMPENSATION:
Basic Services - Rancho Palos Verdes Accessibility Transition Plan Implementation
— Phase IB - CDA proposes to provide the basic services described herein for a Firm
Fixed Price (FFP) of $31,680.00 plus reimbursable expenses.
Firm Discipline / Role Fee Estimated
Reimbursable
Expenses
Creative Design Associates
Barbara L. Hall, PE, Inc.
S&K Engineers
Lin & Wu Engineering
Architect
Civil Design
Electrical Engineering
Structural Engineering
$13,740.00
$180.00
$ 9,640.00
$120.00
$5,500.00
$0.00
$2,800.00
$0.00
Total $31,680.00
Reimbursable expenses are estimated to be $300.00 to cover costs of reproductions.
There are no ($0.00) travel expenses associated with this additional professional services
request.
PROPOSED PAYMENT SCHEDULE:
CDA shall submit monthly invoices for the percentage of work completed in the previous
month.
Task
Percentage
of FFP
Task "A": Field Inventory/Site Analysis Review/Design Development
25%
Task "B": Design
Seventy -Five Percent Construction Document Milestone
75%
Ninety -Five Percent Construction Documents Milestone
95%
Final plans to the City of Rancho Palos Verdes
100%
Task "C": Project Management services during bidding and construction
NIC
Preparation of response to Requests for Information (RFI) from bidders
during the advertisement phase.
Preparation of addenda as required.
Attendance at the pre -construction meeting with contractor
Review and approval of project submittals
Proposal to Department of Public Works - City of Rancho Palos Verdes
Accessibility Transition Plan Lnplementation — Phase 1B, Fred Hesse Park
January 30, 2016— Page 4 of 6
C-5
SCHEDULE:
Subject to further discussion with the City, the proposed schedule of services is outlined
below:
Rancho Palos Verdes Accessibility Transition Plan Imnlementation — Phase 1 R
Phase
Estimated Date
Notice to Proceed (NTP)
As determined by client
Begin Design
Upon date of NTP
75% Construction Document
Milestone
four weeks following NTP
95% Construction Document
Milestone
Two weeks following receipt of City Comments for
75% CD's
Final Plans to the City
Two weeks following receipt of City Comments for
95% CD's
Bid Period
Two Weeks
Start of Construction
As determined by client
Construction Complete
'Twelve Weeks from Contractor NTP
Qualifications:
We will perform these services in character, sequence and timing so that they will be
coordinated with those of the project subconsultants, and as expeditiously as is consistent
with professional skill and care. We will provide these services in accordance with
current, generally accepted professional practices, and it is understood that our firm
makes no warranties, either express or implied, as to its findings, design,
recommendations, specifications or professional advice. Implementation of our findings,
recommendations, and conclusions is not the responsibility of Creative Design
Associates.
With regards to information prepared and provided by others, our firm shall not be held
responsible for the accuracy of such information or omission of pertinent information. If
it is requested that we assist you with opinions of probable construction cost or rough
estimates of cost, please note that our opinions represent our best judgment as
professionals generally familiar with the construction industry. I-Iowever, we have no
control over costs or the price of labor, equipment or materials, or over the contractor's
method of pricing. Therefore, the opinions of probable construction costs or rotagh
estimates of cost provided by our firm are made on the basis of our qualifications and
experience. CDA makes no warranty or representation, expressed or implied, as to the
accuracy of such opinions as compared to bid or actual costs, and/or that all items are
included. Our opinions are only intended to serve as a guide from which the City can
develop a proposed budget for the scope of work.
Proposal to Department of Public Works - City of Rancho Palos Verdes
Accessibility Transition Plait Implementation — Phase 1B, Fred Hesse Park
January 30, 2016 — Page 5 of 6
C-6
We have appreciated working with you on this project, and welcome any inquires you
may have regarding this proposal. Thank you for this opportunity to further assist the
City of Rancho Palos Verdes. If you have any questions regarding this proposal, please
don't hesitate to contact us at [626] 913-8101.
Sincerely, Accepted by:
Creative Design Associates, Inc. Department of Public Works
City of Rancho Palos Verdes
k'
Glenn K. Dea, Architect C-26299
Expiration (03/31/2017) Name
Certified Access Specialist (CASp-023)
Vice President
Signature
Date
Proposal to Department of Public Works City of Rancho Palos Verdes
Accessibility Transition Plan Implementation — Phase 1B, Fred Hesse Park
January 30, 2016 — Page 6 of 6
C-7
C D A
Creative Design Associates
EXHIBIT A
2014 / 2015 SCHEDULE OF CHARGES
FOR ARCHITECT, ENGINEERS AND CONSULTANTS
PERSONNEL HOURLY RATES
ARCHITECT rate ENGINEER rate
Principal Architect
$ 270
— Expert Witness
Testimony
Principal Architect,
$ 185
Principal Engineer
$ 175
Certified Access
Specialist (CASp)
Associate Architect
$ 185
Project Manager
$ 145
Project Manager,
$ 130
Project/Senior
$ 135
Certified Access
Engineer
Specialist (CASp)
Project Designer
$ 125
Engineer
$ 125
Senior Designer
$ 110
Designer
$ 110
Senior Technical
$ 100
CADD Operator
$ 85
Intermediate
$ 85
Construction
$ 115
Technical
Administrator
Other Technical
$ 80
Word
$ 70
Staff
Processor/Clerical
Clerical Staff
$ 70
Database
$ 120
Consultant
These rates apply to regular time and travel time in the continental United States. A
maximum travel time of eight hours will be charged in any day. Overtime, if required
in the interest of the project, will be charged at the above rates for professional
personnel and at 1.5 times the above rates for other personnel. Overtime will apply
to time in excess of eight hours per weekday and all time on Saturdays, Sundays and
holidays. In the event of adverse weather conditions or other factors beyond our
control, a standby charge of four hours per weekday will be made to field personnel.
Reimbursable expenses are in addition to personnel rates.
Travel expenses to include, but not limited to hotel, lodging, meals, cost of travel
(airline tickets or mileage costs at $0.560 per mile), car rental, etc. Such expenses to
be reimbursed at cost by Client.
17528 E. Rowland Street / City of Industry, CA 91748
Tel: 626-913-8101 /Fax: 626-913-8102/Email: cda cr cda-arc.coui
•