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CITY OF ARCADIA
PROFESSIONAL SERVICES AGREEMENT
1. PARTIES AND DATE.
This Agreement is made and entered into this 3rd day of t FoA e- , 2004 by
and between the City of Arcadia, a municipal organization organized under the laws of the State
of California with its principal place of business at 240 West Huntington Drive, Arcadia,
California 91066 -6021 ( "City ") and Gonzalez /Goodale Architects, a California Corporation with
its principal place of business at 135 W. Green Street, Suite 200, Pasadena, California 91105
( "Consultant'). City and Consultant are sometimes individually referred to as "Party" and
collectively as "Parties."
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of certain
professional services required by the City on the terms and conditions set forth in this
Agreement. Consultant represents that it is experienced in providing site analysis services to
public clients, is licensed in the State of California, and is familiar with the plans of City.
2.2 Project.
City desires to engage Consultant to render such design services for an addition to Fire
Station 106 and anew Fire Station 105 ( "Project') as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to furnish to
the City all labor, materials, tools, equipment, services, and incidental and customary work
necessary to fully and adequately supply the professional site analysis consulting services
necessary for the Project ( "Services "). The Services are more particularly described in Exhibit
"A" attached hereto and incorporated herein by reference. All Services shall be subject to, and
performed in accordance with, this Agreement, the exhibits attached hereto and incorporated
herein by reference, and all applicable local, state and federal laws, rules and regulations.
3.1.2 Term. The term of this Agreement shall be from the date this Agreement
is executed until services under Scope of Services, Exhibit A, are completed, unless earlier
terminated as provided herein. Consultant shall complete the Services within the term of this
Agreement, and shall meet any other established schedules and deadlines. If the City suspends
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the Project for more than thirty (30) consecutive days, the Consultant shall be compensated for
services performed prior to notice of such suspension. When the Project is resumed, the
Consultant shall be compensated for expenses incurred in the interruption and resumption of the
Consultant's services. The Consultant's fees for the remaining services and the time schedules
shall be equitably adjusted.
3.2 Responsibilities of Consultant.
3.2.1 Control and Pavment of Subordinates; Independent Contractor. The
Services shall be performed by Consultant or under its supervision. Consultant will determine
the means, methods and details of performing the Services subject to the requirements of this
Agreement. City retains Consultant on an independent contractor basis and not as an employee.
Consultant retains the right to perform similar or different services for others during the term of
this Agreement. Any additional personnel performing the Services under this Agreement on
behalf of Consultant shall also not be employees of City and shall at all times be under
Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other
amounts due such personnel in connection with their performance of Services under this
Agreement and as required by law. Consultant shall be responsible for all reports and
obligations respecting such additional personnel, including, but not limited to: social security
taxes, income tax withholding, unemployment insurance, disability insurance, and workers'
compensation insurance.
3.2.2 Schedule of Services. Consultant shall perform the Services
expeditiously, within the term of this Agreement, and in accordance with the Scope of Services
set forth in Exhibit "A" attached hereto and incorporated herein by reference. Consultant
represents that it has the professional and technical personnel required to perform the Services in
conformance with such conditions. In order to facilitate Consultant's conformance with the
Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of
City, Consultant shall provide a more detailed schedule of anticipated performance to meet the
Schedule of Services.
3.2.3 Conformance to Applicable Requirements. All work prepared by
Consultant shall be subject to the approval of City.
3.2.4 Substitution of Key Personnel. Consultant has represented to City that
certain key personnel will perform and coordinate the Services under this Agreement. Should
one or more of such personnel become unavailable, Consultant may substitute other personnel of
at least equal competence upon written approval of City. In the event that City and Consultant
cannot agree as to the substitution of key personnel, City shall be entitled to terminate this
Agreement for cause. As discussed below, any personnel who fail or refuse to perform the
Services in a manner acceptable to the City, or who are determined by the City to be
uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a
threat to the safety of persons or property, shall be promptly removed from the Project by the
Consultant at the request of the City. The key personnel for performance of this Agreement are
as follows: Harry Drake.
3.2.5 City's Representative. The City hereby designates Don Penman, or his
designee, to act as its representative for the performance of this Agreement ( "City's
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Representative "). City's Representative shall have the power to act on behalf of the City for all
purposes under this Contract. Consultant shall not accept direction or orders from any person
other than the City's Representative or his or her designee.
3.2.6 Consultant's Representative. Consultant hereby designates David
Goodale, or his designee, to act as its representative for the performance of this Agreement
( "Consultant's Representative "). Consultant's Representative shall have full authority to
represent and act on behalf of the Consultant for all purposes under this Agreement. The
Consultant's Representative shall supervise and direct the Services, using his best skill and
attention, and shall be responsible for all means, methods, techniques, sequences and procedures
and for the satisfactory coordination of all portions of the Services under this Agreement.
3.2.7 Coordination of Services. Consultant agrees to work closely with City
staff in the performance of Services and shall be available to City's staff, consultants and other
staff at all reasonable times.
3.2.8 Standard of Care; Performance of Employees. Consultant shall perform
all Services under this Agreement in a skillful and competent manner, consistent with the
standards generally recognized as being employed by professionals in the same discipline in the
State of California. Consultant represents and maintains that it is skilled in the professional
calling necessary to perform the Services. Consultant warrants that all employees and
subcontractors shall have sufficient skill and experience to perform the Services assigned to
them. Finally, Consultant represents that it, its employees and subcontractors have all licenses,
permits, qualifications and approvals of whatever nature that are legally required to perform the
Services, including a City Business License, and that such licenses and approvals shall be
maintained throughout the term of this Agreement. As provided for in the indemnification
provisions of this Agreement, Consultant shall perform, at its own cost and expense and without
reimbursement from the City, any services necessary to correct errors or omissions which are
caused by the Consultant's failure to comply with the standard of care provided for herein. Any
employee of the Consultant or its sub - consultants who is determined by the City to be
uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat
to the safety of persons or property, or any employee who fails or refuses to perform the Services
in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant
and shall not be re- employed to perform any of the Services or to work on the Project.
3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and
in compliance with all local, state and federal laws, rules and regulations in any manner affecting
the performance of the Project or the Services, including all Cal /OSHA requirements, and shall
give all notices required by law. Consultant shall be liable for all violations of such laws and
regulations in connection with Services. If the Consultant performs any work knowing it to be
contrary to such laws, rules and regulations and without giving written notice to the City,
Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend,
indemnify and hold City, its officials, directors, officers, employees and agents free and
harmless, pursuant to the indemnification provisions of this Agreement, from any claim or
liability arising out of any failure or alleged failure to comply with such laws, rules or
regulations.
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3.2.10 Insurance.
3.2.10.1 Time for Compliance. Consultant shall not commence
Work under this Agreement until it has provided evidence satisfactory to the City that it has
secured all insurance required under this section. In addition, Consultant shall not allow any
subcontractor to commence work on any subcontract until it has provided evidence satisfactory
to the City that the subcontractor has secured all insurance required under this section.
3.2.10.2 Minimum Requirements. Consultant shall, at its expense,
procure and maintain for the duration of the Agreement insurance against claims for injuries to
persons or damages to property which may arise from or in connection with the performance of
the Agreement by the Consultant, its agents, representatives, employees or subcontractors.
Consultant shall also require all of its subcontractors to procure and maintain the same insurance
for the duration of the Agreement. Such insurance shall meet at least the following minimum
levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be at least as
broad as the latest version of the following: (1) General Liability: Insurance Services Office
Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability:
Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto);
and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as
required by the State of California and Employer's Liability Insurance.
(B) Minimum Limits of Insurance. Consultant shall maintain
limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal
injury and property damage. If Commercial General Liability Insurance or other form with
general aggregate limit is used, either the general aggregate limit shall apply separately to this
Agreement/location or the general aggregate limit shall be twice the required occurrence limit;
(2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3)
Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by
the Labor Code of the State of California. Employer's Liability limits of $1,000,000 per accident
for bodily injury or disease.
3.2.10.3 Professional Liability. Consultant shall procure and
maintain, and require its sub - consultants to procure and maintain, for a period of five (5) years
following completion of the Project, errors and omissions liability insurance appropriate to their
profession. Such insurance shall be in an amount not less than $1,000,000 per claim, and shall
be endorsed to include contractual liability.
3.2.10.4 Insurance Endorsements. The insurance policies shall
contain the following provisions, or Consultant shall provide endorsements on forms supplied or
approved by the City to add the following provisions to the insurance policies:
(A) General Liability. The general liability policy shall be
endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and
volunteers shall be covered as additional insured with respect to the Work or operations
performed by or on behalf of the Consultant, including materials, parts or equipment furnished in
connection with such work; and (2) the insurance coverage shall be primary insurance as respects
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the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall
stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying
coverage. Any insurance or self - insurance maintained by the City, its directors, officials,
officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall
not be called upon to contribute with it in any way.
(B) Automobile Liability. The automobile liability policy shall
be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and
volunteers shall be covered as additional insureds with respect to the ownership, operation,
maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the
Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be
primary insurance as respects the City, its directors, officials, officers, employees, agents and
volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's
scheduled underlying coverage. Any insurance or self - insurance maintained by the City, its
directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's
insurance and shall not be called upon to contribute with it in any way.
(C) Workers' Compensation and Employers Liability
Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors,
officials, officers, employees, agents and volunteers for losses paid under the terms of the
insurance policy which arise from work performed by the Consultant.
(D) All Coverages. Each insurance policy required by this
Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced
or canceled except after thirty (30) days prior written notice by certified mail, return receipt
requested, has been given to the City; and (B) any failure to comply with reporting or other
provisions of the policies, including breaches of warranties, shall not affect coverage provided to
the City, its directors, officials, officers, employees, agents and volunteers.
3.2.10.5 Separation of Insureds; No Special Limitations. All
insurance required by this Section shall contain standard separation of insureds provisions. In
addition, such insurance shall not contain any special limitations on the scope of protection
afforded to the City, its directors, officials, officers, employees, agents and volunteers.
3.2.10.6 Deductibles and Self- Insurance Retentions. Any
deductibles or self - insured retentions must be declared to and approved by the City. Consultant
shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate
such deductibles or self - insured retentions as respects the City, its directors, officials, officers,
employees, agents and volunteers; or (2) the Consultant shall procure a bond guaranteeing
payment of losses and related investigation costs, claims and administrative and defense
expenses.
3.2.10.7 Acceptability of Insurers. Insurance is to be placed with
insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in
California, and satisfactory to the City.
3.2.10.8 Verification of Coverage. Consultant shall furnish City
with original certificates of insurance and endorsements effecting coverage required by this
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Agreement on forms satisfactory to the City. The certificates and endorsements for each
insurance policy shall be signed by a person authorized by that insurer to bind coverage on its
behalf, and shall be on forms provided by the City if requested. All certificates and
endorsements must be received and approved by the City before work commences. The City
reserves the right to require complete, certified copies of all required insurance policies, at any
time.
3.2.9 Safety. Consultant shall execute and maintain its work so as to avoid
injury or damage to any person or property. In carrying out its Services, the Consultant shall at
all times be in compliance with all applicable local, state and federal laws, rules and regulations,
and shall exercise all necessary precautions for the safety of employees appropriate to the nature
of the work and the conditions under which the work is to be performed. Safety precautions as
applicable shall include, but shall not be limited to: (A) adequate life protection and life saving
equipment and procedures; (B) instructions in accident prevention for all employees and
subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks,
confined space procedures, trenching and shoring, equipment and other safety devices,
equipment and wearing apparel as are necessary or lawfully required to prevent accidents or
injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety
measures.
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including
authorized reimbursements, for all Services rendered under this Agreement in accordance with
Exhibit `B" of this Agreement for Fire Station 105 and for Fire Station 106. Extra Work may be
authorized, as described below, and if authorized, will be compensated at the rates and manner
set forth in this Agreement as described in Exhibit B.
3.3.2 Payment of Compensation. Consultant shall submit to City a monthly
itemized invoice which indicates work completed by Consultant. The invoice shall describe the
amount of Services and supplies provided since the initial commencement date, or since the start
of the subsequent billing periods, as appropriate, through the date of the invoice. City shall,
within 45 days of receiving such invoice, review the invoice and pay all approved charges
thereon. Consultant may suspend services if not paid within 60 days of submitting a monthly
invoice to the City.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any
expenses unless authorized in writing by City.
3.3.4 Extra Work. At any time during the term of this Agreement, City may
request that Consultant perform Extra Work. As used herein, "Extra Work" means any work
which is determined by City to be necessary for the proper completion of the Project, but which
the parties did not reasonably anticipate would be necessary at the execution of this Agreement.
Consultant shall not perform, nor be compensated for, Extra Work without written authorization
from City's Representative.
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3.4 Accounting Records.
3.4.1 Maintenance and Inspection. Consultant shall maintain complete and
accurate records with respect to all costs and expenses incurred under this Agreement. All such
records shall be clearly identifiable. Consultant shall allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of such records and any
other documents created pursuant to this Agreement. Consultant shall allow inspection of all
work, data, documents, proceedings, and activities related to the Agreement for a period of three
(3) years from the date of final payment under this Agreement.
3.5 General Provisions.
3.5.1 Termination of Agreement.
3.5.1.1 Grounds for Termination. City may, by written notice to
Consultant, terminate the whole or any part of this Agreement at any time and without cause by
giving written notice to Consultant of such termination, and specifying the effective date thereof,
at least seven (7) days before the effective date of such termination. Upon termination,
Consultant shall be compensated only for those services which have been adequately rendered to
City, and Consultant shall be entitled to no further compensation. Consultant may not terminate
this Agreement except for cause.
3.5.1.2 Effect of Termination. If this Agreement is terminated as provided
herein, City may require Consultant to provide all finished or unfinished Documents and Data
and other information of any kind prepared by Consultant in connection with the performance of
Services under this Agreement. Consultant shall be required to provide such document and other
information within fifteen (15) days of the request.
3.5.1.3 Additional Services. In the event this Agreement is terminated in
whole or in part as provided herein, City may procure, upon such terms and in such manner as it
may determine appropriate, services similar to those terminated.
3.5.2 Delivery of Notices. All notices permitted or required under this
Agreement shall be given to the respective parties at the following address, or at such other
address as the respective parties may provide in writing for this purpose:
Consultant: Gonzalez /Goodale Architects
135 W. Green Street, Suite 200
Pasadena, CA 91105
Attn: Armando L. Gonzalez, FAIR, Principal
City: City of Arcadia
240 West Huntington drive
Arcadia, CA 91066 -6021
Attn: Don Penman, Development Services Director
Such notice shall be deemed made when personally delivered or when mailed, forty -eight
(48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at
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its applicable address. Actual notice shall be deemed adequate notice on the date actual notice
occurred, regardless of the method of service.
3.5.3 Ownership of Materials and Confidentiality.
3.5.3.1 Documents & Data; Licensing of Intellectual Property. This
Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or
sublicense any and all copyrights, designs, and other intellectual property embodied in plans,
specifications, studies, drawings, estimates, and other documents or works of authorship fixed in
any tangible medium of expression, including but not limited to, physical drawings or data
magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be
prepared by Consultant under this Agreement ( "Documents & Data "). Consultant shall require
all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license
for any Documents & Data the subcontractor prepares under this Agreement. Consultant
represents and warrants that Consultant has the legal right to license any and all Documents &
Data. Consultant makes no such representation and warranty in regard to Documents & Data
which were prepared by design professionals other than Consultant or provided to Consultant by
the City. City shall not be limited in any way in its use of the Documents and Data at any time,
provided that any such use not within the purposes intended by this Agreement shall be at City's
sole risk.
3.5.3.2 Confidentialitv. All ideas, memoranda, specifications, plans,
procedures, drawings, descriptions, computer program data, input record data, written
information, and other Documents and Data either created by or provided to Consultant in
connection with the performance of this Agreement shall be held confidential by Consultant.
Such materials shall not, without the prior written consent of City, be used by Consultant for any
purposes other than the performance of the Services. Nor shall such materials be disclosed to
any person or entity not connected with the performance of the Services or the Project. Nothing
famished to Consultant which is otherwise known to Consultant or is generally known, or has
become known, to the related industry shall be deemed confidential. Consultant shall not use
City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or
the Project in any magazine, trade paper, newspaper, television or radio production or other
similar medium without the prior written consent of City.
3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one
another, and shall take any additional acts or sign any additional documents as maybe necessary,
appropriate or convenient to attain the purposes of this Agreement.
3.5.5 Attorney's Fees. If either party commences an action against the other
party, either legal, administrative or otherwise, arising out of or in connection with this
Agreement, the prevailing party in such litigation shall be entitled to have and recover from the
losing party reasonable attorney's fees and all other costs of such action.
3.5.6 Indemnification. Consultant shall indemnify and hold the City, its
officials, officers, employees, volunteers and agents free and harmless from any and all claims,
demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to
property or persons, including wrongful death, in any manner arising out of any negligent acts,
omissions or willful misconduct of Consultant, its officials, officers, employees, agents,
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consultants and contractors arising out of or in connection with the performance of the Services
under this Agreement, including without limitation the payment of all consequential damages
and other related costs and expenses. Consultant shall pay and satisfy any judgment, award or
decree that may be rendered against the City or its directors, officials, officers, employees, agents
or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse the
City and its directors, officials, officers, employees, agents and /or volunteers, for any and all
legal expenses and costs incurred by each of them in enforcing the indemnity herein provided.
Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any,
received by the City, its directors, officials, officers, employees, agents or volunteers.
Notwithstanding any provision herein to the contrary, Consultant shall pay for costs of defense
of litigation including, without limitation, attorney's fees where it has been determined by a court
of competent jurisdiction or by agreement between the Parties that the proximate cause of any
loss or damage was the negligent act or omission of Consultant.
3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the
parties with respect to the subject matter hereof, and supersedes all prior negotiations,
understandings or agreements. This Agreement may only be modified by a writing signed by
both parties.
3.5.8 Governing Law. This Agreement shall be governed by the laws of the
State of California. Venue shall be in Los Angeles County.
3.5.9 Time of Essence. Time is of the essence for each and every provision of
this Agreement.
3.5. 10 City's Right to Employ Other Consultants. City reserves right to employ
other consultants in connection with this Project.
3.5.11 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the parties.
3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate, or
transfer, either directly or by operation of law, this Agreement or any interest herein without the
prior written consent of the City. Any attempt to do so shall be null and void, and any assignees,
hypothecates or transferees shall acquire no right or interest by reason of such attempted
assignment, hypothecation or transfer.
3.5.13 Construction; References; Captions. Since the Parties or their agents have
participated fully in the preparation of this Agreement, the language of this Agreement shall be
construed simply, according to its fair meaning, and not strictly for or against any Party. Any
term referencing time, days or period for performance shall be deemed calendar days and not
work days. All references to Consultant include all personnel, employees, agents, and
subcontractors of Consultant, except as otherwise specified in this Agreement. All references to
City include its elected officials, officers, employees, agents, and volunteers except as otherwise
specified in this Agreement. The captions of the various articles and paragraphs are for
convenience and ease of reference only, and do not define, limit, augment, or describe the scope,
content, or intent of this Agreement.
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3.5.14 Amendment; Modification. No supplement, modification, or amendment
of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other
default or breach, whether of the same or other covenant or condition. No waiver, benefit,
privilege, or service voluntarily given or performed by a Party shall give the other Party any
contractual rights by custom, estoppel, or otherwise.
3.5.16 No Third Party Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.5.17 Invalidity, Severabilitv. If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions shall continue in full force and effect.
3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not
employed nor retained any company or person, other than a bona fide employee working solely
for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not
paid nor has it agreed to pay any company or person, other than a bona fide employee working
solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration
contingent upon or resulting from the award or making of this Agreement. For breach or
violation of this warranty, City shall have the right to rescind this Agreement without liability.
For the term of this Agreement, no member, officer or employee of City, during the term of his
or her service with City, shall have any direct interest in this Agreement, or obtain any present or
anticipated material benefit arising therefrom.
3.5.19 Equal Opportunity Employment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee or
applicant for employment because of race, religion, color, national origin, handicap, ancestry,
sex or age. Such non - discrimination shall include, but not be limited to, all activities related to
initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff
or termination. Consultant shall also comply with all relevant provisions of City's Minority
Business Enterprise program, Affirmative Action Plan or other related programs or guidelines
currently in effect or hereinafter enacted.
3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that it
is aware of the provisions of Section 3700 of the California Labor Code which require every
employer to be insured against liability for Worker's Compensation or to undertake self -
insurance in accordance with the provisions of that Code, and agrees to comply with such
provisions before commencing the performance of the Services.
3.5.21 Authority to Enter Agreement. Consultant has all requisite power and
authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party
warrants that the individuals who have signed this Agreement have the legal power, right, and
authority to make this Agreement and bind each respective Party.
3.5.22 Counterparts. This Agreement may be signed in counterparts, each of
which shall constitute an original.
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3.6 Subcontracting.
3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of
the work required by this Agreement, except as expressly stated herein, without prior written
approval of City. Subcontracts, if any, shall contain a provision making them subject to all
provisions stipulated in this Agreement. City reserves the right to approve all sub - consultants
utilized by Consultant in carrying out the Scope of Services under this Agreement.
CITY OF ARCADIA
By: m 1 By:
William R. Kelly
City Manager
Dated: 1014�' 2004
ATTEST:
"'kf'Nit
City Clerk
APPROVED AS TO FORM:
Stephen P. Deitsch
City Attorney
RveuewcS\ssnes
11
GONZALEZ /GOODALE ARCHITECTS
L. Gonzalez, FAIA C%26
CONCUR:
Department Head Date
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EXHIBIT "A"
SCOPE OF SERVICES
FIRE STATION 106 EXPANSION
0
The expansion of Fire Station 106 will follow the Conceptual Study prepared by
Gonzalez /Goodale Architects dated March 6, 2003. The expansion will include an approximate
2,870 square foot addition to the existing Fire Prevention office area.
Architect shall provide all architectural and related design services for the design and
construction of the expansion. Architect shall retain the services for all consultants including
without limitation mechanical, electrical, civil, structural and landscape. Architect shall also
provide bid ready specifications and drawings and will make corrections at their own expense for
any changes due to plan check comments. Construction observation and administration are part
of the services under this Agreement. Architect shall attend and participate in planning meetings
with staff and construction progress meetings and will regularly coordinate with the City's
Project Manager and Construction Manager.
In addition to the services required consistent with the Conceptual Study dated March 6, 2003,
the Architect shall also provide design services and plans for expansion of the Fire Station
parking area to the north on property currently under the control of Westfield Shoppingtown
Santa Anita. This parking area will comprise approximately twenty (20) spaces and be
connected by a stairway and secured with fencing material similar to that currently used at the
Fire Station site. Services will also include developing plans to resolve the mechanical room
problems over the northern storage room.
As part of the design development phase the Architect shall prepare elevations, including a
colored elevation depicting the expansion area in conjunction with the existing station structure.
The schedule for the various phases and services to be provided for this expansion is provided
below.
Schematic Design 30 Calendar Days
Based on the Conceptual Study dated March 6, 2003 the Architect shall develop and finalize
adjacencies, prepare drawings and other documents illustrating the scale and relationship of the
building components, prepare a maximum of two site plan options and determine actual building
size.
Design Development 60 Calendar Days
Architect shall prepare development documents consistent with the plans including plans for the
adjacencies, building elevations and building sections incorporating the ultimate size, character
and finishes of the entire project, including elevations and finishes and landscape. Architect
shall prepare a cost estimate at the end of this phase.
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Construction Documents 100 Calendar Days
Architect shall prepare working drawings and specifications including written specifications
detailing the requirements of the construction of the Project in an appropriate format for bid
purposes. Architect shall be responsible for determining availability of various materials that are
specified in the documents.
Plan Check 30 Calendar Days
Architect shall submit a complete set of plans and specifications for the project to the City for
plan check purposes. Architect shall meet with the plan check staff to review the plans as needed
and make changes and corrections as directed by the City at Architect's expense.
Bidding and Award 60 Calendar Days
Architect shall participate in the pre -bid meeting and be available to respond to construction
bidders regarding requirements of the Project. Architect shall assist the City in receipt of
construction bids and assist in the analysis of the bids, including analysis of qualifications of
bidder and verification of responsiveness to bid documents. Architect shall prepare all addenda
to the bid documents as needed.
Construction and Post Construction 300 Calendar Days
Architect and Architect's consultants must visit the job site on an as needed basis and for
periodic observation no less than bi- weekly for purposes of but not limited to, coordination
relative to construction and approval of all change orders, payment requests, shop drawings, and
provision of record drawings. Architect shall advise and consult with the City during the
construction phase and review and approve samples, shop drawings, submissions, substitution
requests, change orders, requests for information and issue field bulletins.
Architect shall provide a set of reproducible "record drawings" based upon the "as built"
condition of the finished building provided to the architect by the contractor. Both hard copies
and diskettes in Autocad 2000 format of all "record drawings" shall be submitted to the City,
prior to any final certificate of payment. The Architect shall prepare an interim and final punch
list of construction related items and ensure final completion prior to final payment. Extended
construction time beyond forty -five (45) days and at no fault of the architect shall be considered
extra services.
Exclusions from Scope of Services
• Construction management services
• Construction inspection
• Preparation of General and Special Provisions in bid documents
• Permit fees and plan check fees
• Cost for reproducing bid documents and specifications (Architect shall provide
reproducible plans on hard copy and disks.
• Soils testing, geotechnical studies and site survey
• Multi -prime construction arrangements
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REPLACEMENT OF FIRE STATION 105
The Architect shall provide architectural and related design services for the design and
construction of a new Fire Station 105, an essential facility building totaling approximately
11,000 square feet with surface parking. The plans shall be generally consistent with the Needs
Assessment prepared by Gonzalez /Goodale Architects dated May 9, 2000.
It is the intent of the Agreement that the Architect shall provide, without limitation, the necessary
design, drawings, calculations, specifications and documents necessary to publicly bid and
construct the project. Construction observation and administrative services are also part of this
Agreement.
The Architect is required to process the plans through the City's plan check process and as
required to make corrections to the plans as directed. Architect shall also attend and participate
in all meetings with staff as part of the planning process and attend one public meeting, if
required, to present the plans.
The City may select an independent Construction Management firm to oversee the City's interest
in the construction management and project coordination. A close working relationship between
the Architect and the Construction Coordinator /Manager is required during design, bidding and
construction.
The Architect shall retain the services for all necessary consultants including, without limitation
mechanical, electrical, structural, civil and landscaping. For the construction of Fire Station 105
interior /space planning including the selection of interior finishes and furniture shall be part of
the basic services of the Agreement. The Architect shall also provide a demolition plan for
demolition of the existing fire station, though the City will be responsible for any hazardous
materials analysis and remediation studies. Work product from the architectural services will
include all plans and specifications for the building, on and off -site improvements including
utilities, street improvements, public walkways, parking lot improvements, exterior lighting,
driveways and landscaping.
The design of the facility shall meet all the requirements of the applicable jurisdictions, codes
and regulations, including but not limited to Essential Facilities, Americans with Disabilities Act
and Title 24 and the California Building Code
The work of the Architect and consultants are to be provided in several phases as described
below with completion timefi-ames (calendar months are approximations and do not include time
for City review).
Schematic Design Phase 60 Calendar Days
The Architect has prepared a conceptual program for construction of new Fire Station 105 on
Santa Anita Avenue. This schematic design phase will develop and finalize adjacencies, prepare
drawings and other documents illustrating the scale and relationship of building components and
prepare site plan alternatives including in and out access to the site and to Santa Anita Avenue.
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Desi2n Development Stage 75 Calendar Days
Prepare design development documents consistent with approved schematic plans incorporating
the ultimate size, character and finishes of the entire project, including exterior elevations and
finishes and landscape. Architectural design of the facility shall be established as a result of
design meeting(s) with City staff. Architect shall prepare colored architectural elevations to
properly depict the use of building materials and shall prepare other materials to properly
illustrate the building's final design. The Architect shall prepare a cost estimate for the project at
the conclusion of this phase.
Construction Documents and Plan Check 130 Calendar Days
Architect shall prepare working drawings and complete specifications detailing the requirements
of the entire project in an appropriate format for bid purposes. This will include, without
limitation, both drawings and written specifications. Architect shall be responsible for
determining the availability of various materials to be used for construction of the project.
Architect shall submit a complete set of construction plans to the City for plan check purposes
and shall make necessary changes as directed by the City as a result of the plan check process.
City will prepare general and special provisions though Architect will review and comment on
these provisions
Bidding and Award of Contract 60 Calendar Days
Architect will participate in the pre -bid meeting and will be available to respond to bidder
questions regarding requirements of the Project. Architect shall assist City staff in the receipt of
sealed construction bids and analysis including analysis of qualification of bidder and
verification of responsiveness to bid documents. Should the lowest responsible bid be more than
10% above the Architect's estimate of construction cost and is received within 90 days of the
completion of the plan check approval, the Architect shall make changes, if directed by the City,
to the plans to attempt to reduce costs as part of a subsequent bidding process.
Construction and Post Construction 500 Calendar Days
The Architect and the Architect's consultants shall visit the site on an as needed basis for
periodic observation no less than bi- weekly unless waived by the City, for purposes of but not
limited to, coordination relative to construction and approval of all change orders, payment
requests and shop drawing. Architect shall participate in regularly scheduled construction
meetings but not more than bi- weekly (unless so desired by Architect) and shall prepare at the
conclusion of construction, record drawings of the project. Architect understands that ultimate
responsibility for approval of all change orders and pay requests rest with the City based upon
the recommendation from Architect and construction management firm.
Architect shall advise and consult with the City during the construction phase and review and
approve samples, shop drawings, submissions, substitution requests, review all change orders,
respond to all requests for information, issue field bulletins and requests for quotations. The
Architect shall correct errors, omissions and discrepancies as necessary. The Architect shall
review and certify the amounts due the contractor as progress payments.
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The Architect shall provide a set of reproducible "record drawings" based upon the "as built'
condition of the finished building provided to the Architect by the Contractor. Both hard copies
and diskettes in Autocad 2000 format of all "record drawings" shall be submitted to the City
prior to any final certificate of payment. The Architect shall prepare an interim and final punch
list of construction related items and ensure final completion of list prior to final payment.
Extended construction time beyond forty -five (45) days and at no fault of the Architect shall be
considered extra services.
Exclusions from Scope of Services
• Construction management services
• Construction inspection
• Preparation of General and Special Provisions in bid documents
• Permit fees and plan check fees
• Cost for reproducing bid documents and specifications (Architect shall provide
reproducible plans on hard copy and disks.
• Soils testing, geotechnical studies and site survey
• Multi -prime construction arrangements
• Preparation of a separate bid package for a temporary Fire Station facility
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EXHIBIT "B"
COMPENSATION
FIRE STATION 106 EXPANSION
The total professional services fee for the expansion of Fire Station 106 shall be a percentage fee
of 15% of the mutually agreed to construction cost estimate. The percentage fee will be fixed as
a lump sum fee at the completion of the Design Development Phase. The estimated cost of
construction shall include a 5 %contingency for purposes of determining the total fee.
The contract amounts are distributed as follow:
A.
Schematic Design
15%
B.
Design Development
20%
C.
Construction Documents and Bidding
40%
D.
Construction
20%
E.
Post Construction
5%
The above amounts include all Architect and consultants' fees and travel time and expenses
(except City authorized out of town travel over 100 miles) and those other reimbursables
provided for in this Exhibit B.
Payments will be made per the Agreement based upon actual percentage of work approved by
the City as completed for the pay period requested, but no less than thirty (30) day intervals.
Percent complete of Architect's consultants' work must be considered in all pay requests.
Sufficient funds, as determined by the City, shall be retained from the Construction Document
Phase until approvals have been granted by all agencies having jurisdiction over the project and
permits have been issued. The construction services portion of the contract shall be based on
twenty percent (20 %) of the total fee paid to the Architect, paid monthly in installments whose
apportionment is based on the gross percentage paid to the construction contractor.
City shall not pay the 5% Post Construction fee until a Notice of Completion is filed on the
project, and all documents required of the Architect have been submitted.
Hourly Rates
In the event City requests additional work, such work shall be authorized by the City in writing
prior to commencement of work and shall be at the following rates:
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HOURLY RATES
January 1, 2004
Staff Position Hourly Rate
Principal
$195.00
Project Manager
$150.00
Project Designer
$150.00
Project Architect
$140.00
Project Captain
$120.00
Deputy Project Manager
$120.00
Senior Concept Designer
$120.00
Senior Implementation Designer
$120.00
Architectural Designer 2
$ 90.00
Architectural Designer i
$ 80.00
Architectural Intern
$ 65.00
Secretarial/Clerical
$ 65.00
0
This schedule is valid for 2004. Services commenced in 2005 will be charged in accordance
with the Hourly Compensation Schedule effective January 1, 2005.
Hourly rates are inclusive of base salaries together with mandatory and customary benefits
including employment taxes, group health insurance, holidays, vacation and similar benefits.
All bills will be paid pursuant to this Agreement, except those which are contested or questioned
and returned by City with written explanation within twenty (20) days of receipt of invoice.
Architect shall provide City with a written response to any invoice contested or questioned and
shall, upon request, provide City with any and all documents related to any invoice.
All plan check, processing fees, permit fees and special district fees will be paid by City.
Reimbursables
Reimbursable expenses are in addition to compensation for the Consultant's services and include
expenses incurred by the Consultant and Consultant's employees and subconsultants directly
related to the Project, as identified in the following clauses:
A. Authorized out -of -town travel and related per diem.
B. Fee paid for securing approval of authorities having jurisdiction over the Project (except the
City and its plan check consultant, which will be paid for directly by the City).
C. Reproductions, plots, standard form documents, and handling and delivery of same.
D. Expense of overtime work requiring higher than regular rates if authorized in advance by the
City.
E. Renderings, three - dimensional computer animation, models and mock -ups requested by the
City.
Reimbursable expenses will be charged at cost plus 15 %.
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FIRE STATION 105
The total professional services fee for the new Fire Station 105 shall be a percentage fee of
11.5% of the mutually agreed to construction cost estimate. The percentage fee will be fixed as a
lump sum fee at the completion of the Design Development Phase. The estimated cost of
construction shall include a 5% contingency for purposes of determining the total fee.
The contract amounts are distributed as follow:
A.
Schematic Design
15%
B.
Design Development
20%
C.
Construction Documents and Bidding
40%
D.
Construction
20%
E.
Post Construction
5%
The above amounts include all Architect and consultants' fees and travel time and expenses
(except City authorized out of town travel over 100 miles) and those other reimbursables
provided for in this Exhibit B.
Payments will be made per the Agreement based upon actual percentage of work approved by
the City as completed for the pay period requested, but no less than thirty (30) day intervals.
Percent complete of Architect's consultants' work must be considered in all pay requests.
Sufficient funds, as determined by the City, shall be retained from the Construction Document
Phase until approvals have been granted by all agencies having jurisdiction over the project and
permits have been issued. The construction services portion of the contract shall be based on
20% of the total fee paid to the Architect, paid monthly in installments whose apportionment is
based on the gross percentage paid to the construction contractor.
City shall not pay the 5% Post Construction fee until a Notice of Completion is filed on the
project, and all documents required of the Architect have been submitted.
Hourly Rates
In the event City requests additional work, such work shall be authorized by the City in writing
prior to commencement of work and shall be at the following rates:
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HOURLY RATES
January 1, 2004
Staff Position Hourly Rate
Principal
$195.00
Project Manager
$150.00
Project Designer
$150.00
Project Architect
$140.00
Project Captain
$120.00
Deputy Project Manager
$120.00
Senior Concept Designer
$120.00
Senior Implementation Designer
$120.00
Architectural Designer 2
$ 90.00
Architectural Designer 1
$ 80.00
Architectural Intern
$ 65.00
Secretarial /Clerical
$ 65.00
11
This schedule is valid for 2004. Services commenced in 2005 will be charged in accordance
with the Hourly Compensation Schedule effective January 1, 2005.
Hourly rates are inclusive of base salaries together with mandatory and customary benefits
including employment taxes, group health insurance, holidays, vacation and similar benefits.
All bills will be paid pursuant to this Agreement, except those which are contested or questioned
and returned by City with written explanation within twenty (20) days of receipt of invoice.
Architect shall provide City with a written response to any invoice contested or questioned and
shall, upon request, provide City with any and all documents related to any invoice.
All plan check, processing fees, permit fees and special district fees will be paid by City.
Reimbursables
Reimbursable expenses are in addition to compensation for the Consultant's services and include
expenses incurred by the Consultant and Consultant's employees and subconsultants directly
related to the Project, as identified in the following clauses:
A. Authorized out -of -town travel and related per diem.
B. Fee paid for securing approval of authorities having jurisdiction over the Project (except the
City and its plan check consultant, which will be paid for directly by the City).
C. Reproductions, plots, standard form documents, and handling and delivery of same.
D. Expense of overtime work requiring higher than regular rates if authorized in advance by the
City.
E. Renderings, three- dimensional computer animation, models and mock -ups requested by the
City.
Reimbursable expenses will be charged at cost plus 15 %.
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