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14-I AMENDMENT NO. 1 TO PROFESSIONAL SERVICES
AGREEMENT FOR ARCHITECTURAL AND URBAN DESIGN SERVICES
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This Amendment No. 1 ("Amendment No. 1") is hereby entered into by and
between the City of Arcadia, a municipal corporation of the State of California, and RRM
Design Group a Limited Liability Company, with respect to that certain Professional
Services Agreement between the Parties dated June 19, 2017 ("Agreement").
The Parties agree as follows:
• 1. Section 3.1.2 of the Agreement is amended by extending the Term from
June 30, 2019 to June 30, 2020 ("Extended Term").
2. All terms and provisions of the Agreement not amended by this
Amendment No. 1 are hereby reaffirmed.
In witness whereof the Parties have executed this Amendment No. 1 on the date
set forth below.
CITY OF ARCADIA RRM Design Group
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City Manager Pri c' al
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S- retary, Principal
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APPROVED AS TO FORM: CONCUR:
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StepherS P. Deitsch son Kruckeberg
City Attorney Assistant City Manager/ evelopment
Services Director
1100 -40
CITY OF ARCADIA
PROFESSIONAL SERVICES AGREEMENT REGARDING
ARCHITECTURAL DESIGN GUIDELINES
1. PARTIES AND DATE.
This Agreement is made and entered into this I , day of r
2017 by and between the City of Arcadia, a charter city organized under the
Constitution and laws of the State of California with its principal place of business at 240
West Huntington Drive, Arcadia, California 91066-6021 ("City") and RRM Design Group,
a California corporation, with its principal place of business at 3765 South Higuera
Street, Suite 102, San Luis Obispo, CA 93401 (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 architectural
and urban design consulting 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 services to update the existing
Design Guidelines ("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 architectural and urban
design 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 June 21, 2017 to
June 30, 2019, unless earlier terminated as provided herein. Consultant shall complete
the Services within the term of this Agreement, and shall meet any other established
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schedules and deadlines. Consultant is not responsible for delays from causes beyond
its reasonable control.
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 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 is: Jami
Williams, Principal-In-Charge/Project Manager.
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3.2.5 City's Representative. The City hereby designates Jason
Kruckeberg, Assistant City Manager/Development Services Director, or his 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 Jami
Williams, Principal-In-Charge/Project Manager, 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 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
exercise due professional care to perform all Services under this Agreement in a skillful
and competent manner, consistent with the standards generally recognized as being
practiced by reputable professionals performing similar work under similar
circumstances at the same general time and location in the State of California.
Consultant represents and maintains that it is skilled in the professional calling
necessary to perform the Services. 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 exercise due professional
care to keep itself informed of and in compliance with 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
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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, and employees 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.
3.2.9.1 Immigration Reform and Control Act. Consultant
represents that Consultant, and all subcontractors hired by Consultant to perform
services under this Agreement shall exercise due professional care with respect to their
compliance with the Immigration Reform and Control Act ("IRCA").
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, and
employees as an additional insured with proof of certificate of insurance that they are an
additional insured. 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.
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The City, its directors, officials, officers, and employees shall be listed as additional
insured. 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, and employees 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, and employees, 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, and
employees 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, and employees, or if excess, shall stand in an unbroken chain of
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coverage excess of the Consultant's scheduled underlying coverage. Any insurance or
self-insurance maintained by the City, its directors, officials, officers, and employees
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, and employees 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, and employees.
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, and employees.
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, and employees; 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.
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3.2.10.9 Safety. Consultant shall exercise due professional
care to 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.
3.2.10.10 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 received the City's prior written authorization, for all Services
rendered under this Agreement at the rates specified under each task as set forth in
Exhibit "C" attached hereto and incorporated herein by reference. The total
compensation shall not exceed eighty eight thousand seven hundred ten dollars
($88,710) 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 the City a
monthly itemized statement which indicates work completed and hours of Services
rendered for each task 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 be reimbursed for
incidental expenses such as reproduction, postage and handling of drawings and
documents, long distance communications, fees paid to authorities having jurisdiction
over the project, and travel expenses. Reimbursable automobile travel mileage will be
billed at the current IRS business standard mileage rate. Fees for employee rates, other
reimbursable expenses, and RRM Design Group reproductions shall be billed to the
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City on an as-performed basis. The City shall reimburse RRM Design Group for the
foregoing incidental expenses incurred by RRM Design Group, not to exceed $2,609
unless written authorization is first 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
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.
A termination without cause by City shall not act as or be deemed a waiver of any
potential known or unknown City claims associated with Consultant's performance prior
to the date of termination.
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.
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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:
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Consultant: RRM Design Group
3765 South Higuera Street, Suite 102
San Luis Obispo, CA 93401
Attn: Jami Williams
Principal-In-Charge/Project Manager
City: 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. Such Documents &
Data shall only be transmitted to City upon final payment of all monies due to
Consultant. City shall not make any modification to the Documents & Data. City agrees,
to the extent permitted by law, to indemnify, defend and hold Consultant harmless from
any claim, liability, or cost (including reasonable attorneys' fees and costs of defense)
arising out of any modification of the Documents & Data by City, City's consultants, or
any person or entity which acquires or obtains the Documents & Data. Consultant may
retain one copy of all Documents & Data for its own records and protection.
3.5.3.2 Confidentiality. Except as otherwise required by
California law, all ideas, memoranda, specifications, plans, procedures, drawings,
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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 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 extent permitted by law, Consultant shall
defend, indemnify and hold the City, its officials, officers, and employees 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, and employees.
Consultant shall pay and satisfy any judgment, award or decree that may be rendered
against City or its directors, officials, officers, and employees, 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 the active
negligence or willful misconduct by the City or its directors, officials, officers, and
employees. Consultant shall reimburse City and its directors, officials, officers, and
employees, 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, and employees, and shall take effect
immediately upon execution of this Agreement.
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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 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 attorneys' fees and all other costs of such
action.
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. Coordination between
Architectural Resources Group and City's consultants is a reciprocal and mutual
obligation. City agrees to mutual coordination between Consultant and Clients
consultants. ARG shall have no responsibility for the technical accuracy of adequacy of
the work of others.
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. Neither City nor Consultant shall assign,
hypothecate, or transfer, either directly or by operation of law, this Agreement or any
interest herein without the prior written consent of both Parties. 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
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personnel, employees, agents, and subcontractors of Consultant, except as otherwise
specified in this Agreement. All references to City include its elected officials, officers,
and employees 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.
3.5.14 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; 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.
3.5.18 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, 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.
3.5.20 Labor Certification. By its signature hereunder, Consultant certifies
that it is aware of the provisions of Section 3700 of the California Labor Code which
Revised 04/13
13
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.
3.5.23 Exhibits and Recitals. All Exhibits and Recitals contained herein
are hereby incorporated into this Agreement by this reference.
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.
Revised 04.I3
14
In witness whereof the Parties have executed this Professional Services
Agreement on the date set forth below.
CITY OF ARCADIA RRM DESIGN GROUP
}�- By _,, A
By �
Dorm= azzaretto • :tura
City Manager
Date: t,-\ 19 W 3/00( W u ;04,4Si l xkAPAL--
Print Name and Title
ATTEST: Date: 0 ' 1/NSF/
CEJ C,60-1i14,k1 By 14/
erk k Sig, ature
APPROVED AS TO FORM: cJ Wil(L PCI• .S �~ -C.ClaiZ9 nude
Print Name and Title
`'. Date: 6202 ` (1
Steph n P. Deitsch
City Attorney CONCUR:
aso Kru• eberg
ssistant City Manager/D- elopment
Services Director
Revised 04/13
15
Exhibit "A"
SCOPE OF SERVICES
Consultant will provide architectural and urban design services as specified in the
proposal provided to the City of Arcadia and approved by the City Council on June 20,
2017. The services are summarized in the outline as follows:
Task 1: Background Review and Goals
Task 1.1: Background Review Goals
Task 2: Review and Analysis of Existing Conditions and Architectural Settings
Task 2.1: Existing Conditions Evaluation Memo
Task 3: Technical Analysis and Evaluation of Existing Guidelines
Task 3.1: Existing Design Guideline Analysis Memo
Task 4: Community Outreach
Task 4.1: Stakeholder Interviews
Task 4.2: Focus Group Meeting
Task 4.3: HOA Study Session
Task 4.4: Community Workshop
Task 5: Preparation of Draft Design and Sign Guidelines
Task 5.1: Administrative Draft Design Guidelines
Task 5.2: Screen Check Draft Design Guidelines
Task 5.3: Public Hearing Draft Design Guidelines
Task 6: Adoption Process
Task 6.1: Planning Commission Hearing
Task 6.2: City Council Hearing
Task 7: final Revisions
Task 7.1: Final Document Preparation
Task 7.2: Staff Training
Task 8: Project Management and Coordination
Task 8.1: Project Management
Exhibit A-1
EXHIBIT A-1: SCHEDULE 1
Bill Rate Ranges
Subject to change effective March 1st each year
Accountant $ 75 - $ 140 Manager of Information Technology $ 110 - $ 195
Accounting Specialist $ 50 - $ 85 Manager of Landscape Architecture $ 135 - $ 230
Accounting Technician $ 40 - $ 65 Manager of Marketing $ 100 - $ 160
Administrative Assistant $ 50 - $ 105 Manager of Planning $ 135 - $ 230
Agency Coordinator $ 55 - $ 105 Manager of Surveying — $ 140 - $ 210
Architect $ 90 - $ ISO Marketing Assistant $ 45 - $ 80
Assistant Designer $ 65 - $ 95 Marketing Coordinator $ 60 - $ 105
Assistant Manager of Architecture $ 120 - $ 180 Office Coordinator $ 65 - $ 115
Assistant Planner $ 65 - $ 95 Party Chief $ 90 - $ 150
Associate Designer $ 75 - $ 115 Principal $ 165 - $ 280
Associate Planner I $ 75 - $ 115 Principal Landscape Architect $ 120 - $ 210
Associate Planner II $ 85 - $ 120 Principal Planner $ 120 -
Billing Specialist $ 45 - $ 85 Project Accountant $ 65 - $ 125
Business Development Coordinator $ 80 - $ 125 Project Administrator $ 70 - $ 115
Business&Project Development Manager $ 95 - $ 140 Project Architect $ 100 - $ 160
Chief Executive Officer $ 170 - $ 315 Project Engineer $ 105 - $ 160
Chief Operations Officer $ 150 $ 280 Project Manager-Architecture $ 95 - $ 160
Construction Inspector $ 105 - $ 150 Project Manager-Engineering $ 130 - $ 220
Controller $ 110 - $ 245 Receptionist $ 40 - $ 80
Design Director $ 130 - $ 205 Recruiter $ 70 - $ 125
Designer-Landscape Architecture $ 85 - $ 120 Senior Architect $ 125 - $ 185
Designer I-Architecture $ 65 - $ 100 Senior Designer-Architecture $ 100 - $ 170
Designer I-Engineering $ 45 - $ 80 Senior Designer-Engineering $ 95 - $ 160
i
Designer 11-Architecture $ 75 - $ 110 Senior Designer-Landscape Architecture $ 100 - $ 155
Designer II-Engineering $ 60 - $ 100 Senior Interior Designer $ 80 - $ 130
Designer III-Architecture $ 85 - $ 145 Senior Land Surveyor $ 120 - $ 185
Designer III-Engineering $ 75 - $ 125 Senior Landscape Architect $ 100 - $ 155
Engineer I $ 75- $ 120 Senior Marketing Coordinator $ 80 - $ 130
Engineer II $ 90 - $ 140 Senior Party Chief $ 105 - $ 170
Facilities Coordinator $ 45 - $ 80 Senior Planner $ 100 - $ 155
Facilities Supervisor $ 60 $ 105 Senior Project Engineer $ 125 - $ 205
File Clerk $ 30 - $ 60 Senior Project Manager-Architecture $ 125 - $ 215
Graphic Designer $ 75 - $ 125 Supervisor of Surveying $ 125 - $ 195
Human Resources Assistant $ 45 - $ 80 Survey Technician I $ 50 - $ 90
Human Resources Generalist $ 70 - $ 125 Survey Technician II $ 60 - $ 115
Information Technology Assistant $ 45 - $ 80 Survey Technician III $ 75 - $ 140
Information Technology Technician $ 60 - $ 105
Information Technology Server/LAN Administrator $ 80 - $ 140 Survey Crew Rates
Interior Designer I $ 50 - $ 90 REGULAR
Interior Designer 11 $ 65 - $ 105 One person w/GPS or Robotic Workstation $ 125 - $ 155
Intern $ 35 - $ 65 Two person $ 175 - $ 290
Job Captain $ 85 - $ 145 Three person $ 235 - $ 390
Landscape Architect $ 80 - $ 120
Land Surveyor $ 105 - $ 160 PREVAILING WAGE
Manager of Architecture $ 135 - $ 230 One person w/GPS or Robotic Workstation $ 150 - $ 180
-------____,__
Manager of Engineering Services $ 150 - $ 245 Two person $ 225 - $ 340
Manager of Human Resources $ 100 - $ 160 Three person $
325 - $ 490
rrm
design
group
Rev 3/1/2017
"EXHIBIT B"
SCHEDULE OF SERVICES
The services for the project shall commence upon execution of this Agreement and the
Project will be completed by June 30, 2019.
Exhibit "C"
COMPENSATION
Total compensation is based on the Tasks outlined in the Scope of Work Exhibit "A."
This would be compensated at the rates set forth in the table made part of this Exhibit
"C," and on a not to exceed basis in the amount of$77,139, plus a fifteen percent
contingency of$11,571, totaling a not to exceed amount of$88,710.
Task 1: Background Review and Goals $5,150
Task 2: Review and Analysis of Existing Conditions and $2,900
Architectural Settings
Task 3: Technical Analysis and Evaluation of Existing Guidelines $2,400
Task 4: Community Outreach $14,380
Task 5: Preparation of Draft Design and Sign Guidelines $30,660
Task 6: Adoption Process $5,576
Task 7: final Revisions $8,740
Task 8: Project Management and Coordination $4,725
Reimbursable Expenses $2,609
Contingency (15%): $11,571
Total: $88,710