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CITY OF ARCADIA
PROFESSIONAL SERVICES AGREEMENT REGARDING
LANDSCAPE AND IRRIGATION PLAN CHECK SERVICES
1. PARTIES AND DATE.
This Agreement is made and entered into this ��day of J( , 2013 by
and between the City of Arcadia, a charter city organized under the nstitution and
laws of the State of California with its principal place of business at 240 West
Huntington Drive, Arcadia, California 91007 ( "City ") and Armstrong & Walker,
Landscape Architecture, (a Partnership) with its principal place of business at 1835
Royal Oaks Drive North, Bradbury, CA 91008 ( "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 Landscape
& Irrigation Plan Check services to public clients, is licensed in the State of California,
and is familiar with the plans of the City.
2.2 Project.
City desires to engage Consultant to render such services as part of the plan
check team ( "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 Landscape &
Irrigation Plan Check 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 July 1, 2013, to
June 30, 2016, 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.
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3.2 Responsibilities of Consultant.
3.2.1 Control and Payment 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 Schedule of
Services set forth in Exhibit "B" 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 prior written 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 prior 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 Services 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: Anna Armstrong and Richard Walker.
3.2.5 City's Representative. The City hereby designates Jason
Kruckeberg, Assistant City Manager / Development Services Director, or his or her
designee, to act as its representative for the performance of this Agreement ( "City's
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 Anna
Armstrong and Richard Walker, or his or her 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 the 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 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 Services, 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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3.2.9.1 Immigration Reform and Control Act. Consultant
acknowledges that Consultant, and all subcontractors hired by Consultant to perform
services under this Agreement, are aware of and understand the Immigration Reform
and Control Act ( "IRCA "). Consultant is and shall remain in compliance with the IRCA
and shall ensure that any subcontractors hired by Consultant to perform services under
this Agreement are in compliance with the IRCA. In addition, Consultant agrees to
indemnify, defend and hold harmless the City, its agents, officials, officers, directors and
employees, from any liability, damages or causes of action arising out of or relating to
any claims that Consultant's employees, or the employees of any subcontractor hired by
Consultant, are not authorized to work in the United States for Consultant or its
subcontractor and /or any other claims based upon alleged IRCA violations committed
by Consultant or Consultant's subcontractor(s).
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; provided, however, that in lieu thereof, the
Consultant may provide evidence to the City that all subcontractors are additional
insureds under the Consultant's policies of insurance.
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, subcontractors and volunteers. Consultant shall also
name and obtain insurer's consent to naming City, its directors, officials, officers,
employees, agents and volunteers as additional insureds with proof of certificate of
insurance that they are additional insureds. Such insurance shall meet at least the
following minimum levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be
when commercially available (occurrence based) at least as broad as the latest version
of the following: (1) General Liability. Insurance Services Office Commercial General
Liability coverage for premises and operations, contractual liability, personal injury,
bodily injury, independent contractors, broadform property damage, explosion, collapse,
and underground, products and completed operations; (2) Automobile Liability.
Insurance Services Office Business Auto coverage for any auto owned, leased, hired,
and borrowed by Consultant or for which Consultant is responsible; and (3) Workers'
Compensation and Employer's Liability. Workers' Compensation insurance as required
by the State of California and Employer's Liability Insurance.
City, its directors, officials, officers, employees, agents and volunteers shall be listed as
additional insureds. Any deductibles or self- insured retentions must be declared to and
approved by City and conform to the requirements provided in Section 3.2.10.6 herein.
(B) Minimum Limits of Insurance. Consultant shall
maintain limits no less than: (1) General Liability. $1,000,000 combined single limit per
occurrence for bodily injury, personal injury and property damage, with an aggregate
limit of $1,000,000. 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 combined single limit 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 three
(3) 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 and volunteers shall
be covered as additional insured with respect to liability arising out of Services
operations and for completed 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 the City, its directors,
officials, officers, employees 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 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
Revised 07/12
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, reduced or
canceled except after thirty (30) days prior written notice by certified mail, return receipt
requested of cancellation, of intended non - renewal or endorsement reduction in limit or
scope of coverage; provided, however, that in the event of cancellation due solely to
non - payment of premium, ten (10) days notice of cancellation for non - payment of
premium may instead be 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 :VII, admitted or approved
to do business in California, and satisfactory to the City.
3.2.10.8 Verification of Coverage. Consultant shall furnish City
with complete and accurate copies of current certificates of insurance and
endorsements effecting coverage required by this 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. Copies of 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.
3.2.10.9 Safety. Consultant shall execute and maintain its
work so as to avoid injury or damage to any person or property. In carving 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.
3.2.10.10 Material Breach. Lack of insurance does not negate
Consultant's obligations under this Agreement. Maintenance of proper insurance
coverage is a material element of this Agreement and failure to maintain or renew
coverage or to provide evidence of renewal may be treated by the City as a material
breach of the Agreement.
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including
reimbursements which receive the City's prior written authorization, for all Services
rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and
incorporated herein by reference. The total compensation shall not exceed the amount
outlined in Exhibit C without written approval of the City Manager. Extra Work may be
authorized, as described below, and if authorized, will be compensated at the rates and
manner set forth in this Agreement.
3.3.2 Payment of Compensation. Consultant shall submit to City a
monthly itemized statement which indicates work completed and hours of Services
rendered by Consultant. The statement 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 statement. City
shall, within forty -five (45) days of receiving such statement, review the statement and
pay all approved charges thereon.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed
for any expenses unless prior written authorization is obtained from the 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
Revised 07112
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 prior written authorization from City's Representative.
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:
City:
Armstrong & Walker
1835 Royal Oaks Drive North
Bradbury, CA 91008
Attn: Anna Armstrong and /or Richard Walker
City of Arcadia
240 West Huntington Drive
Arcadia, CA 91007
Attn: Jason Kruckeberg
Assistant City Manager /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 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 Confidentiality. 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 furnished to Consultant
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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
may be necessary, appropriate or convenient to attain the purposes of this Agreement.
3.5.5 Indemnification.
3.5.5.1 To the fullest extent permitted by law, Consultant shall
defend, 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 or incident to any alleged acts,
omissions or willful misconduct of Consultant, its officials, officers, employees, agents,
consultants and contractors arising out of or in connection with the performance of the
Services, the Project or this Agreement, including without limitation the payment of all
consequential damages and attorney's fees and other related costs and expenses.
Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil
Code Section 2782.8, the above indemnity shall be limited, to the extent required by
Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the
negligence, recklessness, or willful misconduct of the Consultant. Consultant shall
defend with Legal Counsel of City's choosing, at Consultant's own cost, expense and
risk, any and all such aforesaid suits, actions or other legal proceedings of every kind
that may be brought or instituted against City, its directors, officials, officers, employees,
agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree
that may be rendered against City or its directors, officials, officers, employees, agents
or volunteers, in any such suit, action or other legal proceeding arising from
Consultant's performance of the Services, the Project or this Agreement; except to the
extent that liability is caused by any negligence or willful misconduct by the City or its
directors, officials, officers, employees, agents or volunteers. Consultant shall
reimburse 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 connection
therewith or 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 and shall take effect
immediately upon execution of this Agreement.
3.5.5.2 The duty to defend and to hold harmless, as set forth
above, shall include the duty to defend as established by Section 2778 of the California
Civil Code, and the duty to defend shall arise upon the making of any claim or demand
against the City, its respective officials, officers, agents, employees and representatives,
notwithstanding that no adjudication of the underlying facts has occurred, and whether
or not Consultant has been named in the claim or lawsuit.
3.5.6 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.
3.5.7 Governing Law. This Agreement shall be governed by the laws of
the State of California. Venue shall be in Los Angeles County.
3.5.8 Time of Essence. Time is of the essence for each and every
provision of this Agreement.
3.5.9 City's Right to Employ Other Consultants. City reserves right to
employ other consultants in connection with this Project.
3.5.10 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the Parties.
3.5.11 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.
3.5.12 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.
3.5.13 Amendment; Modification. No supplement, modification, or amendment of
this Agreement shall be binding unless executed in writing and signed by both Parties.
3.5.14 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.
3.5.15 No Third Party Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
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3.5.16 Invalidity: Severability. 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.
3.5.17 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.
3.5.18 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, sexual orientation 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.
3.5.19 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.
3.5.20 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.
3.5.21 Counterparts. This Agreement may be signed in counterparts,
each of which shall constitute an original.
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.
In witness whereof the Parties have executed this Professional Services
Agreement on the date set forth below.
CITY OF ARCADIA
Dominic Lazzaret
City Manager
Date: ) 2C) I�
ATTEST:
11/1.
APPROVED AS TO FORM:
Stephen P. Deitsch
City Attorney
CONCUR:
*7•5• �3
son Kruc berg Date
Assistant City Manager
Development Services Director
Revised 07/12
ARMSTRONG & WALKER
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EXHIBIT "All
SCOPE OF SERVICES
The following is a description of the methodology for providing the City of Arcadia with
landscape and irrigation plan check services. (Note that although we have detailed this work
program, we are flexible in our approach, and can modify our services to meet the City's goals
and requirements.)
I. Review of Current Process
A. Attend a meeting with City staff to review plan check goals, and update criteria,
methodology, and products if necessary.
B. Revisit the City's Water Efficient Landscaping Ordinance, Landscape Design Guidelines,
Oak Tree Preservation Ordinance, and other pertinent documents utilized during plan
check, to make sure plan check comments are consistent and in accordance with City
requirements.
Products: Notes or memos related to updating the plan check process; questions (if they
arise)on the intent or implementation of the City's pertinent guidelines and ordinances.
II. Project - Specific Plan Check Services
A. Prior to starting a specific plan check, pick up plans (2 sets) and documents from City Hall,
and meet with the City's project planner if necessary to discuss specific project design
issues, impacts, opportunities, and constraints.
B. Make one visit to the site of the proposed project, to observe and record existing conditions
and context. Note site opportunities and limitations that may affect the project landscape
design, including any existing trees that may be protected.
C. Review the submitted plan package, including a Soil Management Plan (soil analysis and
recommendations in report form), Landscape Design (Planting) Plan, Irrigation Design
Plan, and Grading Design Plan. Drawings will be carefully evaluated for conformance to
the City's ordinances and guidelines, as well as any project- specific conditions of approval.
Both sets of plans will be "redlined" with comments. Please note that Soil Management
and Grading Plans will be reviewed as they pertain to irrigation and landscape design, but
not for structural integrity or other engineering criteria.
D. Evaluate the Water Efficient Landscape Documentation Package for completeness and
accuracy of information; check all calculations submitted to make sure they are correct and
in conformance with the requirements of the Water Efficient Landscaping Ordinance. Mark
up the documents as necessary to indicate any incomplete or inaccurate information.
E. Compile a plan check report with all plan check comments, to be returned to the City's
project planner via hard copy with the documents, as well as email. Deliver all marked -up
plans and documents, and plan check report back to the City within 14 days of receipt of
A -1
the submittal; meet briefly with the project planner if necessary to review plan check
comments and concerns.
F. Review the applicant's corrected resubmittal of plans and documents, providing another set
of "redlined" plans if necessary, and a second plan check report (hard copy and email)
within 14 days of receipt of the resubmittal.
G. Meet with project applicants and /or their design consultants at the project site or City Hall as
requested, to answer questions and resolve issues or problems related to plan check
direction.
H. Provide further assistance if necessary to complete a third plan check of corrected and
resubmitted plans and documents, again within 14 days of resubmittal.
Products. Internal notes related to project background, site conditions, and issues; "redlined"
plan sets (2) and Water Efficient Landscape Documentation Package; plan check report
compiling all plan check comments (electronic and hard copy); additional marked -up plans,
documents, and plan check report for second submittal, third submittal, and any additional
resubmittals until plans and documents are approved.
Note. Fees listed in the following section pertain to review of drawing sets that include one (1)
sheet each of Soil Management Plan (or report), Landscape Design Plan, Irrigation Design
Plan, and grading Design Plan. If a landscape detail sheet is part of the drawing set it will be
checked as well for the given fee. For larger sets of plans with multiple sheets of each type of
plan, additional fees for plan check are listed.
III. Optional Additional Services (upon request)
A. During or upon completion of construction, visit project site to determine whether
landscape and irrigation was installed and completed according to the approved plans.
Provide a report to City staff accordingly.
B. Provide followup site visits if necessary to observe ongoing landscape and irrigation
maintenance (including watering schedule), and determine if it conforms to the Landscape
Documentation Package and Certificate of Completion. Provide a report to City staff
accordingly.
C. Meet with City staff to review overall plan check procedures (not project- specific), evaluate
any problems that arise and determine if any changes need to be made in the process.
D. Work with the City to assist with the modification of any ordinances, guidelines, or
procedures related to landscape and plan review if it is determined changes are necessary.
Products: Reports, memos, and other correspondence as appropriate.
Exhibit "B"
SCHEDULE OF SERVICES
Services shall begin on July 1, 2013 through June 30, 2016 with the option of three (3)
one (1) year renewals at the end of the term.
The Schedule of Services shall include the following:
• Review annually the existing plan check process used to implement the City
Water Efficient Landscaping Ordinance and Water Efficient Landscaping
Documentation Package and Guidelines with City staff; discuss possible ways to
improve or streamline the plan check process.
• Pick up plans and other documents for plan check at Arcadia City Hall, and meet
with appropriate staff to review project background within 48 hours of notification
by the City.
• Visit each project site to become familiar with its conditions and context.
• Complete initial plan check of all landscape and irrigation plans and documents
as requested, for compliance with the City's Water Efficient Landscaping
Ordinance and the City's Landscaping Design Guidelines, as well as the Oak
Tree Preservation Ordinance if applicable and requested, within two weeks of
submittal.
• Meet with applicants or their design consultants if requested to resolve plan
check issues.
• Provide follow -up services to review resubmittals as necessary until plans and
documents can be approved.
• Complete site visits to check landscape installations for conformance to
approved plans and requirements, and follow up maintenance, if requested.
Exhibit "C"
COMPENSATION
See attached list of fees.
1835 Royal Oaks Drive North, Bradbury, CA 91008 (626) 357-4599 FAX (626) 357-6536 armstrongwalker@adelphia.net
Landscape - and - -1 r-rl g- a-if o-'n-- -P- I -a n- Check_ Se, rv1 -c- e-s-, d 1tyof -A- r-c-a-d- -1 a--
PROPOSED FEES
April_15, 2013
PRIUC-WA-L DESIGNER CL
TASK tU0.00/HRrq$60.001HR 1,$All
.00/HR (SUBTOTAL, TOTA
I. RAN CHECFC SERVICES FOR PROJECTS WITH UP TO_10,000 SQUARE FEET OF LANDSCAPE AREA (PER PROJECT)
A-- Meet with City's project planner to pickup plans, review project issues& conditions .0 0.0 0.0
_
$ 120.00
B. Visit site of proposed project to observe & note conditions and context 0.0
1.0 $ 60.00
C. Review plan package (Soil Management Plan, Landscape Design Plan, Irrigation Design I
n, Grading Design Plan, landscape details), "redline" with comments 2.0
5.0 0.0 $ 540.00
D. E-- '- - -v1u -a t- e- -W'- --- a-te-r'-Effi�c-i-e-n-t'-La-n--dscape Documentation Package, including-all-calculations ------- --j.0
3.0 $ 300.00
--
p ans within 14 days 1.0
E. Compile plan check report, deliver w/marked-up l
- - - - -L _9.0
Td 1.5 $ 300.00
F-7966ond plan check w/ "redlined" plans & plan check report 1.0
1.0 1 1.0 $ 220.00
G. Third plan check w / plan check report 0.5
0.5 1.0 $130.00
Fee for Complete Plan Check of Project with up to 10,000 s.f. of landscape area!
Direct Expenses related to one pla!W
TOTAL COST FOR PLAN CHECK OF ONE PROJECT UP TO 10,000 S.F. OF LANDSCAPE I
A. One site visit to determine if landscape was installed per approved plans; repqrt to Cit
2.0 1. 1.5 $ 300.00
Fee per Site Visit for Post Construction/ Installation Site Visits
Di
Direct Expenses related to one site visit*!
TOTAL COST FOR ONE POST CONSTRUCTION/ INSTALLATION SITE VISIT:
- -- ------- -
*Includes copying, photo printing, scanning, mileage for picking up and returning plans, meetings & site visits
per above scope
$ 1
300.00
10.00
310.00
Memorandum
To: Billie Tone, Senior Administrative Assistant, City of Arcadia Development Services Dept.
From: Anna Armstrong, Armstrong & Walker
Date: 7/15/2013
Re: Worker's Compensation Insurance
Per your request, this memo confirms that Armstrong & Walker, Landscape Architecture has no em-
ployees other than the firm partners /owners, Anna Armstrong and Richard Walker, so by State law we
are not required to carry Worker's Compensation Insurance to cover ourselves as owners. We occa-
sionally hire short-term personnel on a consulting basis as needed for a specific project, but this does
not necessitate Worker's Compensation Insurance coverage. If you need confirmation from our insur-
ance company, please let me know and I can give you their contact information.
Please call if you have any questions or need additional information or documentation. Thanks for
your assistance.
s
�lr A
Armstrong & Walker Landscape Architecture 1835 Royal Oaks Drive North Bradbury, CA 91008
(626) 357 -4599 FAX (626) 357 -6536