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AMENDMENT 1
TO PROFESSIONAL SERVICES AGREEMENT
FOR ARCADIA DOWNTOWN ALLEY IMPROVEMENTS PROJECT
BY AND BETWEEN
THE CITY OF ARCADIA AND SWA GROUP
This Amendment 1 is made and entered into as of'jk( l 7 , 2021, by and
between the City of Arcadia, a municipal corporation organized and operating under the
laws of the State of California with its principal place of business at 240 West Huntington
Drive, Arcadia, California 91066 ("City"), and SWA Group, a California based corporation
with its principal place of business at 2200 Bridgeway Blvd Sausalito, CA 94965
(hereinafter referred to as "Consultant"), with respect to that certain Professional Services
Agreement between the parties dated May 12, 2021 (Agreement). City and Consultant
are sometimes individually referred to as "Party" and collectively as "Parties" in this
Amendment.
The parties agree as follow:
1. Exhibit A, Scope of Services of the Agreement is hereby replaced in its entirety
with Exhibit A-1 which reflects the additional task of pedestrian wayfinding design,
elimination of bid process support, and refinements of various tasks.
2. Exhibit C, Schedule of Fees of the Agreement is hereby replaced in its entirety with
Exhibit C-1 which reflects the adjusted allocation of fees between tasks based on
the amended Scope of Services in Exhibit A-1. The total project fees remain
unaffected.
3. All of the remaining terms and provisions of the Agreement are hereby reaffirmed.
[SIGNATURES ON NEXT PAGE]
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SIGNATURE PAGE FOR AMENDMENTI TO PROFESSIONAL SERVICES
AGREEMENT FOR ARCADIA DOWNTOWN ALLEY IMPROVEMENTS PROJECT
BY AND BETWEEN
THE CITY OF ARCADIA AND SWA GROUP
In witness whereof the parties have executed this Amendment No. 1 on the date first
written above.
CITY OF ARCADIA SWA GROUP
By: By:
ommic Lazza : ,
City Manager Its: Managing Principal
Printed Name: Ying-yu Hung
ATTEST: By:
By: Its: Co-CEO
City Clerk
Printed Name: Gerdo Aquino
APPROVED AS TO FORM: CONCUR:
y By:
City Attorney Jason Kruckeberg, Assistant City
Manager/Development Services
Director
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EXHIBIT A-1
SCOPE OF SERVICES
ARCADIA DOWNTOWN ALLEY IMPROVEMENTS PROJECT
CONSULTANT WILL PROVIDE THE FOLLOWING:
I. SCOPE SUMMARY
The purpose of the Arcadia Downtown Alley improvements project is to provide safe and
attractive alleys for pedestrians, bicyclists, and automobiles to share in the vicinity of the
Arcadia Gold Line Station, linking public streets with businesses and parking lots in
Downtown Arcadia. (See attached Project Map)
TASK 1: PRELIMENARY INFORMATION AND DATA GATHERING
TASK 2: DESIGN ALTERNATIVES
Subtask 2.A: Public Outreach
TASK 3: 65%, 95%, 100% CONSTRUCTION DOCUMENTS/BID SET
II. DETAILED SCOPE OF SERVICES
TASK 1: PRELIMENARY INFORMATION AND DATA GATHERING
SWA will begin gathering information by doing the following:
a. Existing Conditions Analysis: Observe the alleys and the surrounding streets to
document existing conditions and activities including pedestrian movement,
bicycle travel, delivery vehicles, parking, and traffic movement with two (2)
observations to occur during the weekday at AM and PM hours.
b. Topographic Survey: CWE's licensed surveyor will research existing County and
City record data for Survey Control, existing geodetic control, and design network
plan. Field horizontal control will be established on North American Datum of 1983
(NAD 83), Zone 5 and vertical control on North American Vertical Datum of 1988
(NAVD 88).
c. Geotechnical Report: Group Delta will conduct soil samples, and an engineering
evaluation of the geotechnical data to develop recommendations for paving and
earthwork; and Preparation of a formal report summarizing the data collected and
presenting our design recommendations.
Deliverables: - Detailed Project Schedule
- Project Team Coordination Meetings (2)
-Existing Conditions/Site Observations Summary Report
-Topographic Survey
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-Geotechnical Report
-Assistance with Public Engagement Approach.
TASK 2: DESIGN ALTERNATIVES
SWA will present two improvement concepts for selected alleys to present to the local
community. The refined number of alleys will depend on the outcomes of Task 1 and
direction from the City project team.
Deliverables: - Concept Design for(2) Design Alternatives: Illustrative Site Plan,
pedestrian circulation for two (2) rendered perspectives, two (2) site
sections.
-Assistance with Community Outreach Materials, up to two (2)
engagement meetings - See Task 2.A
- Project Team Coordination meetings (2)
- Preliminary cost estimates for two (2) design alternatives.
Subtask 2A: Public Outreach
SWA will collaborate with the City to hold two (2) public outreach meetings to collect and
analyze community input. Meetings will be held either in person or remotely. Public
outreach materials such as online programs, printed materials and venue space will be
provided by SWA. SWA will also provide one round of minor revisions to the final design
alternatives and outreach materials, prior to the outreach meeting.
Deliverables: - Outreach Meeting #1: Collect Community Input
- Outreach Meeting #2: Presentation of final concepts/Open
House
- Public Outreach approach
- Graphic Materials (Pin-Up Boards, Announcement Flyers,
Posters).
- Summary of Findings: Collect and analyze input
Subtask 2B: Wayfinding Design
SWA will develop pedestrian wayfinding signage design, for one standard size and style.
Design will include sign dimensions, mounting height, content layout (content to be
included and size/scale of content), and material selection (based on Arcadia signage
standards or typical industry standards). Not included in signage design: color selection,
font/typeface design, logo design, material and fabrication detailing and footing design.
Deliverables: - Draft pedestrian wayfinding sign template
- Final pedestrian wayfinding sign template
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TASK 3: 65%, 95%, 100% CONSTRUCTION DOCUMENTS/BID SET
SWA will develop working drawings and technical sections of specifications to construct
the work and shall prepare a final estimate of probable construction cost. Construction
documents will be provided for a select number of alleys, see Task 2. The City project
team will not require design team bidding support after the bid set has been issued.
The following assumptions are considered for Civil Engineering/Survey:
• The scope assumes that the proposed work is a combination of slurry seal of
approximately half of the alleys and the whole parking lot, and the remaining
alleys may require cold milling only. No reconstruction of any alley section or
parking lot is proposed. It is assumed that the existing concrete gutters will stay in
place as no work is proposed for the gutters.
• Parking lot will not be reconfigured, and existing parking stalls are assumed to be
compliant with current City standards
• The survey will include all necessary elements for design and construction of
slurry seal or cold milling resurfacing (utility search is not anticipated, and if
required will be provided by City or others)
• Low impact development mitigation is not part of the scope. SWA can review
ponding areas with the City on an as-needed basis, and look for solutions/
remediations that will not trigger LID responses or approvals.
• Stormwater Pollution Prevention Plan (SWPPP) will be developed and
submitted by the construction contractor
• Traffic control plans will be developed by the construction contractor
The following elements to be included in the Landscape Design:
• Landscape lighting will be limited to lighting for accent purposes only or Street
Lighting per City direction and guidance.
• It is assumed that sufficient power exists at each of the locations and there is
no need to provide separate power plans and coordinate with utility company.
Electrical site plan will consist of showing power connection from SCE points of
connection (approved power source) to the various light poles and irrigation
controllers. This is essentially part of the electrical design package.
• The City will coordinate design by SCE for any/all proposed feed points. A site
meeting with SCE Planner is advised early on to kick off their design. As soon
as proposed point of connections are identified by SWA, the City will schedule
the onsite meeting with SCE.
• SWA will coordinate and provide signage and wayfinding in the design package,
which include location and identifying signage type per the City's existing
inventory. SWA's landscape plans will identify the locations of pedestrian
wayfinding signage per the signage template developed during Task 2. SWA will
provide design details for the content of pedestrian wayfinding signage per the
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signage template developed in Task 2. Variations from the template to be included
in the design details are place names and directional arrows as applicable per
location. The City will coordinate directly with the signage vendor for
printing/installation.
• Softscape or planter boxes will be limited to areas of least conflict such as the 25'-
wide Alley and Parking Lot.
Deliverables:- Complete set of construction drawings and specifications and submit to
the City at 65%, 95% and 100% (bid set) milestones
-Project Team meetings with the City of Arcadia at milestones to review and
confirm project progress (3 meetings)
-Preparation of Final Plans, Specifications and Estimate Details
-Provide an estimate cost for the entire project budget based on 100%
Construction Documents
-Bidding Support: Bid set, review contractor bids, prepare one bid
addendum,
respond to RFI's.
6
Project Map
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EXHIBIT C-1
SCHEDULE OF FEES
Task SWA CWE Cumming P2S Group Delta Total by Task
Task 1: Preliminary Information
&Data Gathering $17,364 $14,078 --- $541 $3,000 $34,983
Task 2: Design Alternatives $31,640 --- $2,675 $541 --- $34,856
Task 3: Final Plans,
$36,296 $35,922 $2,825 $3,618 --- $78,661
Specifications,and Estimate
Consultant
$85,300 $50,000 $5,500 $4,700 $3,000 $148,500
Sub-Total
Irrigation Allowance $1,500
SUB-TOTAL Consultant Fee $150,000
Outreach Materials $2,500
Other Reimbursable Allowance(if needed) $1,500
TOTAL $154,000
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\\00-
CITY OF ARCADIA
PROFESSIONAL SERVICES AGREEMENT
This Agreement is made and entered into as of \2, , 2021, by and
between the City of Arcadia, a municipal corporation organized an'd operating under the laws of
the State of California with its principal place of business at 240 West Huntington Drive, Arcadia,
California 91066 ("City"), and SWA Group, a California based corporation with its principal place
of business at 2200 Bridgeway Blvd Sausalito, CA 94965 (hereinafter referred to as"Consultant").
City and Consultant are sometimes individually referred to as "Party" and collectively as "Parties"
in this Agreement.
RECITALS
A. City is a public agency of the State of California and is in need of professional
services for the following project:
DOWNTOWN ALLEY IMPROVEMENT PROJECT
(hereinafter referred to as "the Project").
B. Consultant is duly licensed and has the necessary qualifications to provide such
services.
C. The Parties desire by this Agreement to establish the terms for City to retain
Consultant to provide the services described herein.
AGREEMENT
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. Services.
Consultant shall provide the City with the services described in the Scope of Services
attached hereto as Exhibit "A."
2. Compensation.
a. Subject to paragraph 2(b) below, the City shall pay for such services in
accordance with the Schedule of Services set forth in Exhibit "B."
b. In no event shall the total amount paid for services rendered by Consultant
under this Agreement exceed the sum of$154,000.00, plus 10% contingency. This amount is to
cover all printing and related costs, and the City will not pay any additional fees for printing
expenses. Periodic payments shall be made within 30 days of receipt of an invoice which includes
a detailed description of the work performed. Payments to Consultant for work performed will be
made on a monthly billing basis.
3. Additional Work.
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24347.00006\30493020.2
If changes in the work seem merited by Consultant or the City, and informal consultations
with the other party indicate that a change is warranted, it shall be processed in the following
manner: a letter outlining the changes shall be forwarded to the City by Consultant with a
statement of estimated changes in fee or time schedule. An amendment to this Agreement shall
be prepared by the City and executed by both Parties before performance of such services, or
the City will not be required to pay for the changes in the scope of work. Such amendment shall
not render ineffective or invalidate unaffected portions of this Agreement.
4. Maintenance of Records.
Books, documents, papers, accounting records, and other evidence pertaining to costs
incurred shall be maintained by Consultant and made available at all reasonable times during the
contract period and for four (4) years from the date of final payment under the contract for
inspection by City.
5. Term.
The term of this Agreement shall be from March 16, 2021 to December 31, 2021, unless
earlier terminated as provided herein. The Parties may, by mutual, written consent, extend the
term of this Agreement if necessary to complete the Project. Consultant shall perform its services
in a prompt and timely manner within the term of this Agreement and shall commence
performance upon receipt of written notice from the City to proceed ("Notice to Proceed"). The
Notice to Proceed shall set forth the date of commencement of work.
The Notice to Proceed shall set forth the date of commencement of work.
6. Delays in Performance.
a. Neither City nor Consultant shall be considered in default of this Agreement for
delays in performance caused by circumstances beyond the reasonable control of the non-
performing party. For purposes of this Agreement, such circumstances include but are not limited
to, abnormal weather conditions; floods; earthquakes; fire; epidemics; war; riots and other civil
disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage or
judicial restraint.
b. Should such circumstances occur, the non-performing party shall, within a
reasonable time of being prevented from performing, give written notice to the other party
describing the circumstances preventing continued performance and the efforts being made to
resume performance of this Agreement.
7. Compliance with Law.
a. Consultant shall comply with all applicable laws, ordinances, codes and
regulations of the federal, state and local government, including Cal/OSHA requirements.
b. If required, Consultant shall assist the City, as requested, in obtaining and
maintaining all permits required of Consultant by federal, state and local regulatory agencies.
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c. If applicable, Consultant is responsible for all costs of clean up and/or removal of
hazardous and toxic substances spilled as a result of his or her services or operations performed
under this Agreement.
8. Standard of Care
Consultant's services will be performed in accordance with generally accepted
professional practices and principles and in a manner consistent with the level of care and skill
ordinarily exercised by members of the profession currently practicing under similar conditions.
9. Assignment and Subconsultant
Consultant shall not assign, sublet, or transfer this Agreement or any rights under or
interest in this Agreement without the written consent of the City, which may be withheld for any
reason. Any attempt to so assign or so transfer without such consent shall be void and without
legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a
provision making them subject to all provisions stipulated in this Agreement. Nothing contained
herein shall prevent Consultant from employing independent associates, and subconsultants as
Consultant may deem appropriate to assist in the performance of services hereunder.
10. Independent Contractor
Consultant is retained as an independent contractor and is not an employee of City. No
employee or agent of Consultant shall become an employee of City. The work to be performed
shall be in accordance with the work described in this Agreement, subject to such directions and
amendments from City as herein provided.
11. Insurance. Consultant shall not commence work for the City until it has provided
evidence satisfactory to the City 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 secured all insurance required under this section.
a. Commercial General Liability
(i) The Consultant shall take out and maintain, during the performance
of all work under this Agreement, in amounts not less than specified herein, Commercial General
Liability Insurance, in a form and with insurance companies acceptable to the City.
(ii) Coverage for Commercial General Liability insurance shall be at
least as broad as the following:
(1) Insurance Services Office Commercial General Liability
coverage (Occurrence Form CG 00 01) or exact equivalent.
(iii) Commercial General Liability Insurance must include coverage
for the following:
(1) Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
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(3) Premises/Operations Liability
(4) Products/Completed Operations Liability
(5) Aggregate Limits that Apply per Project
(6) Explosion, Collapse and Underground (UCX) exclusion
deleted
(7) Contractual Liability with respect to this Agreement
(8) Property Damage
(9) Independent Consultants Coverage
(iv) The policy shall contain no endorsements or provisions limiting
coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured
against another; (3) products/completed operations liability; or (4) contain any other exclusion
contrary to the Agreement.
(v) The policy shall give City, its officials, officers, employees, agents
and City designated volunteers additional insured status using ISO endorsement forms CG 20 10
and 20 37, or endorsements providing the exact same coverage.
(vi) The general liability program may utilize either deductibles or
provide coverage excess of a self-insured retention, subject to written approval by the City, and
provided that such deductibles shall not apply to the City as an additional insured.
b. Automobile Liability
(i) At all times during the performance of the work under this
Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and
property damage including coverage for owned, non-owned and hired vehicles, in a form and with
insurance companies acceptable to the City.
(ii) Coverage for automobile liability insurance shall be at least as
broad as Insurance Services Office Form Number CA 00 01 covering automobile liability
(Coverage Symbol 1, any auto except where the Consultant has no owned autos in which case
Coverage Symbols 8, hired auto, and 9, non-owned auto, will apply).
(iii) The policy shall give City, its officials, officers, employees, agents
and City designated volunteers additional insured status.
(iv) Subject to written approval by the City, the automobile liability
program may utilize deductibles, provided that such deductibles shall not apply to the City as an
additional insured, but not a self-insured retention.
c. Workers' Compensation/Employer's Liability
(i) Consultant certifies that he/she is aware of the provisions of Section
3700 of the California Labor Code which requires every employer to be insured against liability
for workers' compensation or to undertake self-insurance in accordance with the provisions of
that code, and he/she will comply with such provisions before commencing work under this
Agreement.
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(ii) To the extent Consultant has employees at any time during the term
of this Agreement, at all times during the performance of the work under this Agreement, the
Consultant shall maintain full compensation insurance for all persons employed directly by
him/her to carry out the work contemplated under this Agreement, all in accordance with the
"Workers' Compensation and Insurance Act," Division IV of the Labor Code of the State of
California and any acts amendatory thereof, and Employer's Liability Coverage in amounts
indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period
required by this Agreement, workers' compensation coverage of the same type and limits as
specified in this section.
d. Professional Liability (Errors and Omissions)
At all times during the performance of the work under this Agreement the Consultant shall
maintain professional liability or Errors and Omissions insurance appropriate to its profession, in
a form and with insurance companies acceptable to the City and in an amount indicated herein.
This insurance shall be written on a policy form coverage specifically designed to protect against
acts, errors or omissions of the Consultant. "Covered Professional Services" as designated in
the policy must include work performed under this Agreement. The policy must"pay on behalf of"
the insured and must include a provision establishing the insurer's duty to defend.
e. Minimum Policy Limits Required
(i) The following insurance limits are required for the Agreement:
Combined Single Limit
Commercial General Liability $1,000,000 per occurrence/ $2,000,000 aggregate
for bodily injury, personal injury, and property
damage
Automobile Liability $1,000,000 per occurrence for bodily injury and
property damage
Employer's Liability $1,000,000 per occurrence
Professional Liability $1,000,000 per claim and aggregate (errors and
omissions)
(ii) With the exception of the professional liability policy, defense
costs shall be payable in addition to the limits.
(iii) Requirements of specific coverage or limits contained in this
section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of
any coverage normally provided by any insurance. Any available coverage shall be provided to
the parties required to be named as Additional Insured pursuant to this Agreement.
f. Evidence Required
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Prior to execution of the Agreement, the Consultant shall file with the City evidence
of insurance from an insurer or insurers certifying to the coverage of all insurance required
herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer's equivalent)
signed by the insurer's representative and Certificate of Insurance (Acord Form 25-S or
equivalent), together with required endorsements. All evidence of insurance shall be signed by
a properly authorized officer, agent, or qualified representative of the insurer and shall certify the
names of the insured, any additional insureds, where appropriate, the type and amount of the
insurance, the location and operations to which the insurance applies, and the expiration date of
such insurance.
g. Policy Provisions Required
(i) Consultant shall provide the City at least thirty (30) days prior
written notice of cancellation of any policy required by this Agreement, except that the Consultant
shall provide at least ten (10) days prior written notice of cancellation of any such policy due to
non-payment of premium. If any of the required coverage is cancelled or expires during the term
of this Agreement, the Consultant shall deliver renewal certificate(s) including the General
Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective
date of cancellation or expiration.
(ii) The Commercial General Liability Policy and Automobile Policy
shall each contain a provision stating that Consultant's policy is primary insurance and that any
insurance, self-insurance or other coverage maintained by the City or any additional insureds
shall not be called upon to contribute to any loss.
(iii) The retroactive date (if any) of each policy is to be no later than the
effective date of this Agreement. Consultant shall maintain such coverage continuously for a
period of at least three years after the completion of the work under this Agreement. Consultant
shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced
past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the
policy is replaced by another claims-made policy with a retroactive date subsequent to the
effective date of this Agreement.
(iv) All required insurance coverages, except for the professional
liability coverage, shall contain or be endorsed to waiver of subrogation in favor of the City, its
officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or
others providing insurance evidence in compliance with these specifications to waive their right
of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and
shall require similar written express waivers and insurance clauses from each of its
subconsultants.
(v) The limits set forth herein shall apply separately to each insured
against whom claims are made or suits are brought, except with respect to the limits of liability.
Further the limits set forth herein shall not be construed to relieve the Consultant from liability in
excess of such coverage, nor shall it limit the Consultant's indemnification obligations to the City
and shall not preclude the City from taking such other actions available to the City under other
provisions of the Agreement or law.
h. Qualifying Insurers
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(i) All policies required shall be issued by acceptable insurance
companies, as determined by the City, which satisfy the following minimum requirements:
(1) Each such policy shall be from a company or companies
with a current A.M. Best's rating of no less than A:VII and admitted to transact in the
business of insurance in the State of California, or otherwise allowed to place insurance
through surplus line brokers under applicable provisions of the California Insurance Code
or any federal law.
Additional Insurance Provisions
(i) The foregoing requirements as to the types and limits of insurance
coverage to be maintained by Consultant, and any approval of said insurance by the City, is not
intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise
assumed by the Consultant pursuant to this Agreement, including but not limited to, the
provisions concerning indemnification.
(ii) If at any time during the life of the Agreement, any policy of
insurance required under this Agreement does not comply with these specifications or is
canceled and not replaced, City has the right but not the duty to obtain the insurance it deems
necessary and any premium paid by City will be promptly reimbursed by Consultant or City will
withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City
may cancel this Agreement.
(iii) The City may require the Consultant to provide complete copies of
all insurance policies in effect for the duration of the Project.
(iv) Neither the City nor any of its officials, officers, employees, agents
or volunteers shall be personally responsible for any liability arising under or by virtue of this
Agreement.
j. Subconsultant Insurance Requirements. Consultant shall not allow any
subcontractors or subconsultants to commence work on any subcontract until they have provided
evidence satisfactory to the City that they have secured all insurance required under this section.
Policies of commercial general liability insurance provided by such subcontractors or
subconsultants shall be endorsed to name the City as an additional insured using ISO form CG
20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant,
City may approve different scopes or minimum limits of insurance for particular subcontractors
or subconsultants.
12. Indemnification.
a. To the fullest extent permitted by law, Consultant shall defend (with counsel
reasonably acceptable to City), 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 of any kind, in law or equity, to property or
persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any
acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees,
subcontractors, consultants or agents in connection with the performance of the Consultant's
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services, the Project or this Agreement, including without limitation the payment of all damages,
expert witness fees and attorney's fees and other related costs and expenses. Consultant's
obligation to indemnify shall not be restricted to insurance proceeds, if any, received by
Consultant, the City, its officials, officers, employees, agents, or volunteers.
b. To the extent required by Civil Code section 2782.8, which is fully
incorporated herein, Consultant's obligations under the above indemnity shall be limited to claims
that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the
Consultant, but shall not otherwise be reduced. If Consultant's obligations to defend, indemnify,
and/or hold harmless arise out of Consultant's performance of"design professional services" (as
that term is defined under Civil Code section 2782.8), then upon Consultant obtaining a final
adjudication that liability under a claim is caused by the comparative active negligence or willful
misconduct of the City, Consultant's obligations shall be reduced in proportion to the established
comparative liability of the City and shall not exceed the Consultant's proportionate percentage
of fault.
13. California Labor Code Requirements.
a. Consultant is aware of the requirements of California Labor Code Sections
1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the
performance of other requirements on certain "public works" and "maintenance" projects
("Prevailing Wage Laws"). If the services are being performed as part of an applicable "public
works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total
compensation is$15,000 or more for maintenance or$25,000 or more for construction, alteration,
demolition, installation, or repair, Consultant agrees to fully comply with such Prevailing Wage
Laws. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and
agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any
failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon
the Consultant and all subconsultants to comply with all California Labor Code provisions, which
include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775),
employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code
Sections 1771.4 and 1776), hours of labor(Labor Code Sections 1813 and 1815) and debarment
of contractors and subcontractors (Labor Code Section 1777.1).
b. If the services are being performed as part of an applicable "public works"
or "maintenance" project and if the total compensation is $15,000 or more for maintenance or
$25,000 or more for construction, alteration, demolition, installation, or repair, then pursuant to
Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such
services must be registered with the Department of Industrial Relations. Consultant shall maintain
registration for the duration of the Project and require the same of any subconsultants, as
applicable. This Project may also be subject to compliance monitoring and enforcement by the
Department of Industrial Relations. It shall be Consultant's sole responsibility to comply with all
applicable registration and labor compliance requirements.
c. This Agreement may also be subject to compliance monitoring and
enforcement by the Department of Industrial Relations. It shall be Consultant's sole responsibility
to comply with all applicable registration and labor compliance requirements. Any stop orders
issued by the Department of Industrial Relations against Consultant or any subcontractor that
affect Consultant's performance of services, including any delay, shall be Consultant's sole
8
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responsibility. Any delay arising out of or resulting from such stop orders shall be considered
Consultant caused delay and shall not be compensable by the City. Consultant shall defend,
indemnify and hold the City, its officials, officers, employees and agents free and harmless from
any claim or liability arising out of stop orders issued by the Department of Industrial Relations
against Consultant or any subcontractor.
14. Verification of Employment Eligibility.
By executing this Agreement, Consultant verifies that it fully complies with all requirements
and restrictions of state and federal law respecting the employment of undocumented aliens,
including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended
from time to time, and shall require all subconsultants and sub-subconsultants to comply with the
same.
15. Laws and Venue.
This Agreement shall be interpreted in accordance with the laws of the State of California.
If any action is brought to interpret or enforce any term of this Agreement, the action shall be
brought in a state or federal court situated in the County of Los Angeles, State of California.
16 Termination or Abandonment
a. City has the right to terminate or abandon any portion or all of the work
under this Agreement by giving ten (10)calendar days written notice to Consultant. In such event,
City shall be immediately given title and possession to all original field notes, drawings and
specifications, written reports and other documents produced or developed for that portion of the
work completed and/or being abandoned. City shall pay Consultant the reasonable value of
services rendered for any portion of the work completed prior to termination. If said termination
occurs prior to completion of any task for the Project for which a payment request has not been
received, the charge for services performed during such task shall be the reasonable value of
such services, based on an amount mutually agreed to by City and Consultant of the portion of
such task completed but not paid prior to said termination. City shall not be liable for any costs
other than the charges or portions thereof which are specified herein. Consultant shall not be
entitled to payment for unperformed services, and shall not be entitled to damages or
compensation for termination of work.
b. Consultant may terminate its obligation to provide further services under
this Agreement upon thirty(30)calendar days'written notice to City only in the event of substantial
failure by City to perform in accordance with the terms of this Agreement through no fault of
Consultant.
17 Documents. Except as otherwise provided in "Termination or Abandonment,"
above, all original field notes, written reports, Drawings and Specifications and other documents,
produced or developed for the Project shall, upon payment in full for the services described in this
Agreement, be furnished to and become the property of the City.
18. Organization
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Consultant shall assign Jana Wehby, PLA, ASLA, as Project Manager. The Project
Manager shall not be removed from the Project or reassigned without the prior written consent of
the City.
19. Limitation of Agreement.
This Agreement is limited to and includes only the work included in the Project described
above.
20. Notice
Any notice or instrument required to be given or delivered by this Agreement may be given
or delivered by depositing the same in any United States Post Office, certified mail, return receipt
requested, postage prepaid, addressed to:
CITY: CONSULTANT:
City of Arcadia SWA Los Angeles
240 West Huntington Drive 811 W. 7th Street, 8 Fl
Arcadia, CA 91066 Los Angeles, CA 90017
Attn: Philip A. Wray, Deputy Director of Attn: Jana Wehby, Project Manager
Development Services/City Engineer
and shall be effective upon receipt thereof.
22. Third Party Rights
Nothing in this Agreement shall be construed to give any rights or benefits to anyone other
than the City and the Consultant.
23. Equal Opportunity Employment.
Consultant represents that it is an equal opportunity employer and that it shall not
discriminate against any employee or applicant for employment because of race, religion, color,
national origin, ancestry, sex, age or other interests protected by the State or Federal
Constitutions. 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.
24. Entire Agreement
This Agreement, with its exhibits, represents the entire understanding of City and
Consultant as to those matters contained herein, and supersedes and cancels any prior or
contemporaneous oral or written understanding, promises or representations with respect to
those matters covered hereunder. Each party acknowledges that no representations,
inducements, promises or agreements have been made by any person which are not incorporated
10
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herein, and that any other agreements shall be void. This Agreement may not be modified or
altered except in writing signed by both Parties hereto. This is an integrated Agreement.
25. Severability
The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not
render the provisions unenforceable, invalid or illegal.
26. Successors and Assigns
This Agreement shall be binding upon and shall inure to the benefit of the successors in
interest, executors, administrators and assigns of each party to this Agreement. However,
Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights,
burdens, duties or obligations without the prior written consent of City. Any attempted assignment
without such consent shall be invalid and void.
27. Non-Waiver
None of the provisions of this Agreement shall be considered waived by either party,
unless such waiver is specifically specified in writing.
28. Time of Essence
Time is of the essence for each and every provision of this Agreement.
29. City's Right to Employ Other Consultants
City reserves its right to employ other consultants, including engineers, in connection with
this Project or other projects.
30. 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
director, official, 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.
[SIGNATURES ON FOLLOWING PAGE]
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SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF ARCADIA
AND SWA GROUP
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above.
CITY OF ARCADIA SWA GROUP
/14:44rtdu
By: By:
Dominic Lazzaretto
City Manager Its: Managing Principal
Printed Name: Ying-yu Hung
Z #140211"43
ATTEST: 4 By:
By: �� ��"__ •fit ' Its: Co-CEO
ity Clerk
Printed Name: Gerdo Aquino
APPROVED AS TO FORM: CONCUR:
By: glkiikAA ' • NBy: S
City Attorney mon Kr , keberg, Assis t City
Manager/Developme Services
Director
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EXHIBIT A
SCOPE OF SERVICES
CONSULTANT WILL PROVIDE THE FOLLOWING:
I. SCOPE SUMMARY
The purpose of the Arcadia Downtown Alley improvements project is to provide safe and attractive
alleys for pedestrians, bicyclists, and automobiles to share in the vicinity of the Arcadia Gold Line
Station, linking public streets with businesses and parking lots in Downtown Arcadia. (See
attached Project Map)
TASK 1: PRELIMENARY INFORMATION AND DATA GATHERING
TASK 2: DESIGN ALTERNATIVES
Subtask 2.A: Public Outreach
TASK 3: 65%, 95%, 100% CONSTRUCTION DOCUMENTS/BID SET
II. DETAILED SCOPE OF SERVICES
TASK 1: PRELIMENARY INFORMATION AND DATA GATHERING
SWA will begin gathering information by doing the following:
a. Existing Conditions Analysis: Observe the alleys and the surrounding streets to
document existing conditions and activities including pedestrian movement, bicycle travel,
delivery vehicles, parking, and traffic movement with two (2) observations to occur during
the weekday at AM and PM hours.
b. Topographic Survey: CWE's licensed surveyor will research existing County and City
record data for Survey Control, existing geodetic control, and design network plan. Field
horizontal control will be established on North American Datum of 1983 (NAD 83), Zone
5 and vertical control on North American Vertical Datum of 1988 (NAVD 88).
c. Geotechnical Report: Group Delta will conduct soil samples, and an engineering
evaluation of the geotechnical data to develop recommendations for paving and
earthwork; and Preparation of a formal report summarizing the data collected and
presenting our design recommendations.
Deliverables: - Detailed Project Schedule
-Existing Conditions/Site Observations Memo
-Topographic Survey
-Geotechnical Report
-Assistance with Public Engagement Approach.
TASK 2: DESIGN ALTERNATIVES
SWA will present two improvement concepts to present to the local community.
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Deliverables: -Concept Design for (2) Design Alternatives: Illustrative Site Plan,
pedestrian circulation for two (2) rendered perspective, two (2) site
sections.
-Assistance with Community Outreach Materials, up to two(2) engagement
meetings- See Task 2.A
-Coordination meetings with the City
-Preliminary Cost estimates for two (2) design alternatives.
Subtask 2A: Public Outreach
SWA will collaborate with the City to hold two (2) public outreach meetings to collect and analyze
community input. Meetings will be held either in person or remotely. Public outreach materials
such as online programs, printed materials and venue space will be provided by SWA.
Deliverables: -Outreach Meeting #1: Collect Community Input
-Outreach Meeting #2: Presentation of final concepts/ Open House
-Public Outreach approach
-Graphic Materials (Pin-Up Boards, Announcement Flyers, Posters).
-Summary of Findings: Collect and analyze input.
TASK 3: 65%, 95%, 100% CONSTRUCTION DOCUMENTS/BID SET
SWA will develop working drawings and technical sections of specifications to construct the work
and shall prepare a final estimate of probable construction cost.
The following assumptions are considered for Civil Engineering/Survey:
• The scope assumes that the proposed work is a combination of slurry seal of
approximately half of the alleys and the whole parking lot, and the remaining alleys may
require cold milling only. No reconstruction of any alley section or parking lot is proposed.
It is assumed that the existing concrete gutters will stay in place as no work is proposed
for the gutters.
• Parking lot will not be reconfigured, and existing parking stalls are assumed to be
compliant with current City standards
• The survey will include all necessary elements for design and construction of slurry seal
or cold milling resurfacing (utility search is not anticipated, and if required will be
provided by City or others)
• Low impact development mitigation is not part of the scope. SWA can review ponding
areas with the City on an as-needed basis, and look for solutions/ remediations that will
not trigger LID responses or approvals.
• Stormwater Pollution Prevention Plan (SWPPP) will be developed and submitted by
the construction contractor
• Traffic control plans will be developed by the construction contractor
The following elements to be included in the Landscape Design:
• Landscape lighting will be limited to lighting for accent purposes only or Street Lighting
per City direction and guidance.
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• It is assumed that sufficient power exists at each of the locations and there is no need
to provide separate power plans and coordinate with utility company. Electrical site
plan will consist of showing power connection from SCE points of connection
(approved power source)to the various light poles and irrigation controllers. This is
essentially part of the electrical design package.
• SWA will coordinate and provide signage and wayfinding in the design package, which
include location and identifying signage type per the City's existing inventory. The City will
coordinate directly with the signage vendor for printing/installation.
• Softscape or planter boxes will be limited to areas of least conflict such as the 25'-wide
Alley and Parking Lot.
Deliverables: - Complete set of construction drawings and specifications and submit to the City
at 65%, 95% and 100% (bid set) milestones
-Project Team meetings with the City of Arcadia at milestones to review and
confirm project progress
-Preparation of Final Plans, Specifications and Estimate Details
-Provide an estimate cost for the entire project budget based on 100%
Construction Documents
-Bidding Support: Bid set, review contractor bids, prepare one bid addendum,
respond to RFI's.
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24347.00006\30493020.2
Project Map
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IMPROVEMENT PROJECT �.
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16
24347.00006\30493020.2
EXHIBIT B
Schedule of Services
Consultant shall provide professional design services for the Downtown Alley
Improvements Project, as outlined in the Scope of Services. The period of services is for
March 2021 to December 31, 2021.
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EXHIBIT C
Schedule of Fees
Task S AIA CWE Cunning P28 Group Delta Total by Task
Task 1:
Preliminary $14.078 --- 55,11 $34,983
Information&
Data Gathering
-ask 2:
Design --- $2,675 $541 --- $28.616
4Itematives
-.ask 3:
F nal Plans,
Specifications, $35.922 S2.825 53,616 $84,901
and Estimate
$85.330 - -•-- ,,., C_ $4.700 $3.000 $148,500
Ir icati:rAlkiwence $1,500
SUB-TOTAL Consultant Fee $150,000
3.treachMatri9r $2,5s:D
3thar Re mourseb=Allowance of nr_dec.: 51,500
TOTAL $154,000
18
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CIAV
\\00-
CITY
\ 'CITY OF ARCADIA
PROFESSIONAL SERVICES AGREEMENT
This Agreement is made and entered into as of 1 , 2021, by and
between the City of Arcadia, a municipal corporation organized anti operating under the laws of
the State of California with its principal place of business at 240 West Huntington Drive, Arcadia,
California 91066 ("City"), and SWA Group, a California based corporation with its principal place
of business at 2200 Bridgeway Blvd Sausalito, CA 94965 (hereinafter referred to as"Consultant").
City and Consultant are sometimes individually referred to as "Party" and collectively as "Parties"
in this Agreement.
RECITALS
A. City is a public agency of the State of California and is in need of professional
services for the following project:
DOWNTOWN ALLEY IMPROVEMENT PROJECT
(hereinafter referred to as "the Project").
B. Consultant is duly licensed and has the necessary qualifications to provide such
services.
C. The Parties desire by this Agreement to establish the terms for City to retain
Consultant to provide the services described herein.
AGREEMENT
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. Services.
Consultant shall provide the City with the services described in the Scope of Services
attached hereto as Exhibit "A."
2. Compensation.
a. Subject to paragraph 2(b) below, the City shall pay for such services in
accordance with the Schedule of Services set forth in Exhibit"B."
b. In no event shall the total amount paid for services rendered by Consultant
under this Agreement exceed the sum of$154,000.00, plus 10% contingency. This amount is to
cover all printing and related costs, and the City will not pay any additional fees for printing
expenses. Periodic payments shall be made within 30 days of receipt of an invoice which includes
a detailed description of the work performed. Payments to Consultant for work performed will be
made on a monthly billing basis.
3. Additional Work.
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