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HomeMy WebLinkAboutC-2613//aa- yd 0 -23 CITY OF ARCADIA PROFESSIONAL SERVICES AGREEMENT DESIGN SERVICES 1. PARTIES AND DATE. This Agreement is made and entered into this 'A day of N Of—CAA , 2011 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 EX NOVO, INC., a California Corporation with its principal place of business at 1242 East Colorado Blvd., Suite B, Pasadena, CA. 91106 ( "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 design 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 for the City Hall Renovation project ( "Project ") as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional 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 March 15, 2011 to March 15, 2012, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. Revised 12/10 LM l . 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 are as follows: Nancy Wagner. 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 designee. Revised 12/10 LM 2 4 �t 3.2.6 Consultant's Representative. Consultant hereby designates, Nancy Wagner, 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 perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub - consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re- employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal /OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2.9.1 Immigration Reform and Control Act. Consultant acknowledges that Consultant, and all subcontractors hired by Consultant to perform services under this Agreement, are aware of and understand the Immigration Reform and Control Act ( "IRCA "). Consultant is and shall remain in compliance with the IRCA and shall ensure that any subcontractors hired by Consultant to perform services under Revised 12110 LM this Agreement are in compliance with the IRCA. In addition, Consultant agrees to indemnify, defend and hold harmless the City, its agents, officers and employees, from any liability, damages or causes of action arising out of or relating to any claims that Consultant's employees, or the employees of any subcontractor hired by Consultant, are not authorized to work in the United States for Consultant or its subcontractor and /or any other claims based upon alleged IRCA violations committed by Consultant or Consultant's subcontractor(s). 3.2.10 Insurance. 3.2.10.1 Time for Compliance. Consultant shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section; provided, however, that in lieu thereof, the Consultant may provide evidence to the City that all subcontractors are additional insureds under the Consultant's policies of insurance. 3.2.10.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees, subcontractors and volunteers. Consultant shall also name and obtain insurer's consent to naming City, its directors, officials, officers, employees, agents and volunteers as 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. City, its directors, officials, officers, employees, agents and volunteers 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 Revised 12/10 LM Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability. $1,000,000 combined single limit per accident for bodily injury and property damage; and (3) Workers' Compensation and Employer's Liability.- Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of $1,000,000 per accident for bodily injury or disease. 3.2.10.3 Professional Liability. Consultant shall procure and maintain, and require its sub - consultants to procure and maintain, for a period of three (3) years following completion of the Project, errors and omissions liability insurance appropriate to their profession. Such insurance shall be in an amount not less than $1,000,000 per claim, and shall be endorsed to include contractual liability. 3.2.10.4 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies: (A) General Liability. The general liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees and volunteers shall be covered as additional insured with respect to liability arising out of Services operations and for completed operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self - insurance maintained by the City, its directors, officials, officers, employees and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it in any way. (B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self- insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it in any way. (C) Workers' Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Consultant. (D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be, reduced or Revised 12/10 LM canceled except after thirty (30) days prior written notice by certified mail, return receipt requested of cancellation, of intended non - renewal or endorsement reduction in limit or scope of coverage; provided, however, that in the event of cancellation due solely to non - payment of premium, ten (10) days notice of cancellation for non - payment of premium may instead be given to the City.; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.5 Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.6 Deductibles and Self- Insurance Retentions. Any deductibles or self- insured retentions must be declared to and approved by the City. Consultant shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects the City, its directors, officials, officers, employees, agents and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.2.10.7 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, admitted or approved to do business in California, and satisfactory to the City. 3.2.10.8 Verification of Coverage. Consultant shall furnish City with complete and accurate copies of current certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. Copies of all certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 3.2.10.9 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In 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 Revised 12/10 LM 6 prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.2.10.10 Material Breach. Lack of insurance does not negate Consultant's obligations under this Agreement. Maintenance of proper insurance coverage is a material element of this Agreement and failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of the Agreement. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including reimbursements which receive the City's prior written authorization, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed Thirty four thousand nine hundred dollars ($34,900) without written approval of the City Manager. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City' shall, within forty -five (45) days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless prior written authorization is obtained from the City. 3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the 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. Revised 12/10 LM 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: Consultant: Ex Novo Inc. 1242 East Colorado Blvd., Suite B Pasadena CA 91106 Attn: Nancy Wagner Principal City: City of Arcadia 240 West Huntington Drive Arcadia, CA 91066 -6021 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. Revised 12/10 LM 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Propertv. This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ( "Documents & Data "). Consultant shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Indemnification. 3.5.5.1 To the fullest extent permitted by law, Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorney's fees and other related costs and expenses. Revised 12110 LM Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. Consultant shall defend with Legal Counsel of City's choosing, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding arising from Consultant's performance of the Services, the Project or this Agreement; except to the extent that liability is caused by any negligence or willful misconduct by the City or its directors, officials, officers, employees, agents or volunteers. Consultant shall reimburse City and its directors, officials, officers, employees, agents and /or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials, officers, employees, agents or volunteers and shall take effect immediately upon execution of this Agreement. 3.5.5.2 The duty to defend and to hold harmless, as set forth above, shall include the duty to defend as established by Section 2778 of the California Civil Code, and the duty to defend shall arise upon the making of any claim or demand against the City, its respective officials, officers, agents, employees and representatives, notwithstanding that no adjudication of the underlying facts has occurred, and whether or not Consultant has been named in the claim or lawsuit. 3.5.6 Entire Agreement. This Agreement contains the entire Agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both Parties. 3.5.7 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.8 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.9 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project. 3.5.10 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties. 3.5.11 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. Revised 12/10 LM 10 3.5.12 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.13 Amendment: Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.14 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.15 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.16 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.17 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.18 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, sexual orientation or age. Such non - discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Revised I2 /10 LM 1� Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.19 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.20 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.21 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. SIGNATURES ON NEXT PAGE Revised 12/10 LM 12 In witness whereof the parties have executed this Professional Services Agreement on the date set forth below. CITY OF ARCADIA Donald Penman City Manager Dated:. 3 -Ito 2011 Mi, i . A. it R OL. APPROVED AS TO FORM: ;tzpL Y Steph n P. Deitsch City Attorney Revised 1110 LM 13 EX NOVO, INC. VV n � [Name] C& W [Title] Dated: 3--7- , 2011 CONCUR: Jason uckeberg Date Assista t City Manager/ Development Services Director EXHIBIT "A" SCOPE OF SERVICES Provide the following professional services for the City Hall Renovation Project: 1. Preliminary Engineering and Building Floor Plan Changes 2. Design Concept Development and Space Planning 3. Engineering Space Planning and Furniture Design & Specs 4. Signage Design 5. Pricing Plan 6. Color Board and Renderings (Optional) 7. Working Drawings and Specifications 8. Plan Check 9. Bid Document and Contractor Selection 10. Construction Phase Services 11.Additional Design Services (used if City requests additional work of unforeseen conditions such as electrical, mechanical, structural items that may change scope) A -1 u �x H i D rr -A // exjnovo� INTERIOR PLANNING & DESIGN Ex Novo, Inc. 5482 Wilshire Blvd, Suite 398 Los Angeles, CA 90036 (562) 673 -5167 nwagner @exnovoinc.com January 13, 2011 City of Arcadia City Hall Renovation COA -11 -2050 Phillip A. Wray Bill to: Same Deputy Director of Development Services/ City Engineer City of Arcadia 240 West Huntington Drive Arcadia, CA 91066 -6021 PROPOSAL PROJECT SCOPE: Interior Design services relative to the renovations and improvements of City of Arcadia City Hall (hereinafter referred to as "Client'), located in Arcadia, California. Ex Novo, Inc. will design within the prescribed phases below. PRELIMINARY ENGINEERING FOR BUILDING FLOOR PLAN CHANGES Using the AutoCAD files of the Base Building Architectural drawings provided by the client Ex Novo, Inc. shall field verify the shell and core, column and window mullion spacing and the location of all existing demising partitions along with interior partitions of the designated areas to be remodeled. 2. This information will be updated on the AutoCAD files and used to produce the plans and documents hereafter. 3. Survey and research building walls and structural members in locations with proposed changes DESIGN CONCEPT DEVELOPMENT AND SPACE PLANNING Interview City Staff representatives for design direction, color preference, image and atmosphere to be created within the different areas that will include: a. ADA accessible Cashier counter - Redesign the cahier public counter to meet ADA accessibility standards. b. ADA accessible Engineering counter - Add to the existing counter to meet ADA accessibility standards. C. Development Services Department (DSD) Engineering and Administration Area — Redesign the northerly portion of the building to remove one wall and relocate one wall. d. Lobby Improvements — Add a wall in the lobby to separate the area opposite the cashiers counter from the rest of the lobby. e. DSD Community Development (CD) Area — Redesign south end of main hallway to incorporate hallway into the CD front counter area. 2. Develop 2 design concepts compatible with the desired function and design direction set by the Client for the space. Ex Novo, Inc. shall prepare sketches to present these design concepts to Client representatives. a. Create Floor Plans of all interior remodeled areas b. Selection of flooring, wall covering, paint, tile replacement and interior doors. 3. Prepare Space Plans of the areas of remodel listed above with possible alternates if proposed changes by client are not feasible, 4. Meet with Client representatives to present the preliminary design concepts and space planning. This meeting will include loose samples of proposed materials and space plans. 5. Refine the design concept and space plans (if required) per Client requirements and comments. 6. Present the selected design concept and final space plan to the Client for final approval. 7. Prepare preliminary take off estimates of all materials selected. SIGNAGE DESIGN 1. Survey and document all existing signage. 2. Prepare preliminary cost estimate for all new signage. 3. Design 2 signage theme concepts to present to the client. 4. Prepare details for approved sign concepts. 5. Prepare location plan and schedule of all signs. 6. Prepare cost estimates for all signs. PRICING PLAN Prepare and submit to a General Contractor Space and Design Development Plans that include the following, to the extent they can be determined at this phase of the planning, for the purpose of preliminary pricing requirements which may include some of the following: a. Building Standard and upgraded construction b. Areas to receive standard and upgraded finishes C. Above - standard conditions d. Millwork and plumbing e. Special electrical requirements f. Typical telephone and electrical outlets g. Special HVAC requirements h. Typical lighting information COLOR BOARDS /RENDERINGS OPTIONAL Prepare a Color Board showing selected finishes for the space. 2. Prepare a colored rendering of the final design concept selected to represent the Client's image in the front lobby area and any other areas requested. WORKING DRAWINGS AND SPECIFICATIONS Using the Base Plans as provided by the Building Owner, Ex Novo, Inc. will proceed to prepare Construction Documents and specifications. These Documents shall include areas of remodel: a. Cover sheets identifying building department and handicap notes, and other details, specifications, and schedules applicable to the interiors. b. A demolition plan (if required). C. A dimensioned partition plan indicating the location and type of walls and doors. d. An electrical plan indicating the location of standard power and telephone outlets, along with specialty equipment requirements. (If required) e. A reflected ceiling plan indicating the recommended ceiling tile pattern and location of light fixtures and switches, along with specialty soffit and lighting details. (If required) f. A finish plan indicating type and location of wall and floor finishes, detailed finish schedule and window coverings specifications. g. A door and hardware schedule itemizing the type, size and specifications of doors, frames and hardware (if required). h. Elevations and details of specialty design areas. 2. Meet with Client representatives for approval of the Construction Documents. 3. Review the Construction Documents with Client representatives and obtain a final sign -off. 4. Specifications will be format compatible with Arcadia City Standards. PLAN CHECK Upon final sign -off, Ex Novo, Inc. shall submit two sets of complete Construction Documents for Plan Check and applicable permits. 2. The Client shall provide a check for the full amount of the Plan Check fee. (Ex Novo, Inc. will provide the Client with the amount required by submitting a Plan Check Fee request form and 48 hours notice_) The General Contractor will be responsible for obtaining and paying for the permits required, including the Building Permit. BID DOCUMENT AND CONTRACTOR SELECTION While Basic Construction Documents are in the Building Department, Ex Novo Inc. will assist client in coordinating bid packages as required. 2. Hold a job walk and Pre -Bid meeting for contractors to review the drawings, schedule and job site condition. Review the bids on behalf of the Client, and prepare a spreadsheet comparing line item bids from the various contractors. 4. Meet with Client representatives for the final contractor selection. The selection of all contractors and /or engineers shall be at the sole discretion of the Client, and Ex Novo, Inc. shall have no responsibility for or liability regarding the same. 4. Assist the client with questions/ clarifications on the design and technical specifications related to Phase 2 of the project. CONSTRUCTION PHASE SERVICES Make personal visits during the course of construction to the project site to observe the progress of work, and to generally review conformance to plans and specifications. Ex Novo, Inc. shall have no inspection responsibility for the construction. 2. Attend weekly construction meetings during the course of construction. 3. Monitor the schedule and budget during construction. 4. Review all shop drawings and submittals pertaining to the architectural and design elements of the space. 5. Prepare a Punchlist of items deemed incomplete or unfinished for review and follow -up by the Contractor(s). 6. Follow -up with Contractor and the Client to ensure that all items are completed. NOTE: It is the position of Ex Novo, Inc. that in order to facilitate adequate control of the construction methods and interpretations of the Construction Documentation developed by Ex Novo, Inc., all projects must include Construction Observation. In the event that you decline this service, Ex Novo, Inc. shall not be held liable for interpretation, errors, omissions, construction or code discrepancies related to this project. COMPENSATION AND REIMBURSABLES See Exhibit A. BILLINGS 1. Ex Novo, Inc. shall invoice at the first of each month for work performed and expenses incurred during the previous month. Payment of the invoice is expected within thirty (30) days of receipt of the invoice. Outstanding invoices will be charged a 1.5% per month service fee. 2. If payment for all undisputed amounts due for services and expenses is not received within 30 days of presentation of invoices, Ex Novo, Inc. may suspend services under this contract. Client shall waive any claim against Ex Novo, Inc. and shall defend and indemnify Ex Novo, Inc. from and against any claims for injury or loss stemming from this cessation of service. Ex Novo, Inc. shall also receive any costs associated with premature project demobilization. In the event the project is remobilized, Client shall also pay the cost of remobilization, and shall renegotiate appropriate contract terms and conditions, such as those associated with budget, schedule, or scope of service. 3. In the event any bill or portion thereof is disputed by the Client, the Client shall notify Ex Novo, Inc. within ten (10) business days of receipt of the bill in question, and the Client and Ex Novo, Inc. shall work together to resolve the matter within 60 days of its being called to the attention of Ex Novo, Inc. If resolution of the matter is not attained within 60 days, either party may terminate this contract in accordance with conditions indicated below (see "Termination "). GENERAL PROVISIONS & CONTRACT CLARIFICATIONS ASSUMPTIONS AND DISCLAIMERS This proposal assumes the following: a. Project completion date of approximately: TBD b. In the event that Ex Novo, Inc. reasonably relies upon measurements or other details provided by the Client, then Ex Novo, Inc. shall be indemnified and held harmless for all failures, errors and delays caused by such reasonable reliance. C. The total professional fee is subject to change based upon determining the actual rentable square footage for the project space in accordance with the terms more fully described above. d. If and to the extent that Agreement Time initially established in this Agreement is exceeded or extended through no fault of Ex Novo, Inc., compensation for any Basic Services required for such extended period of Administration of this Agreement shall be in addition to the Basic Fee and shall be computed on an hourly basis based upon the Ex Novo, Inc. hourly rate schedule in effect during said extended period. e. Ex Novo, Inc. shall not be responsible for any delays or modifications regarding matters and /or situations which are beyond its control which may affect its ability to complete the work as described herein, including but not limited to strikes, labor unrest, material or labor shortages, discontinuance or modification of materials or equipment and the like. 2. The Americans with Disabilities Act (ADA) requires the removal of architectural barriers in existing facilities where such removal is readily achievable. The Client acknowledges that the definition of "readily achievable" contained in the ADA is flexible and subject to interpretation on a case -by -case basis. The requirements of the ADA will therefore be subject to various and possibly contradictory interpretations. Ex Novo, Inc. will use its reasonable professional efforts and judgment to interpret applicable ADA requirements and to advise the Client as to the modifications to the Client's facility that may be required to comply with the ADA. Such interpretation and advice will be based on what is known about ADA interpretations at the time this service is rendered. Ex Novo, Inc., however, cannot and does not warrant or guarantee that the Client's facility will fully comply with interpretations of ADA requirements by regulatory bodies or court decisions. REMODELING AND REHABILITATION Inasmuch as the remodeling and /or rehabilitation of an existing building requires that certain assumptions be made regarding existing conditions and because some of these assumptions cannot be verified without expending great sums of additional money or destroying otherwise adequate or serviceable portions of the building, the Client agrees that Ex Novo, Inc. shall not be liable for any additional costs due to conditions that could not be verified by a visual inspection of the existing premises without opening up any existing walls, ceilings or other structures. MEDIATION OF DISPUTES In the event of a dispute or controversy which arises out of this Agreement, the services provided hereunder or any alleged breach of the same, the parties hereto shall voluntarily mediate the dispute or controversy prior to the filing of any civil lawsuit regarding the same. The mediator shall be mutually selected from the panel of mediators in the Alternative Dispute Resolution Department of the Los Angeles Superior Court, the cost of which shall be shared equally by the party. In the event that a party shall fail to meaningfully participate in the mediation, said party shall be prohibited from making any claim whatsoever for attorney's fees and expenses in any subsequent litigation or proceeding. In the event a party meaningfully participates in Mediation prior to filing any litigation or proceeding and prevails in said action, the prevailing party shall be entitled to an award of reasonable attorney's fees and expenses, including, but not limited to those fees and expenses incurred in Mediation. TERMINATION Either party upon ten (10) days written notice served to the other party may terminate this Agreement. In the event of a termination, Ex Novo, Inc. shall be entitled to compensation for all services performed up to the termination date, together with all Reimbursable Expenses then due and payable. LIMITATION OF LIABILITY The Client and Ex Novo, Inc. have discussed their risks, rewards and benefits of the project and the Ex Novo, Inc. total fee for services. The risks have been allocated such that the Client agrees that to the fullest extent permitted by law, the total liability of Ex Novo, Inc. to the Client for any and all injuries, claims, losses, expenses, damages or claim expenses arising out of this agreement from any cause or causes including but not limited to the negligence, errors, omissions, strict liability, breach of contract or warranty of Ex Novo, Inc. shall not exceed the total compensation received by Ex Novo, Inc. 2. It is mutually understood and agreed that our services and obligations are limited in scope to those items of work as hereinabove set forth in this proposal and that Ex Novo, Inc. in no way assumes responsibility for the work as administered or designed by others. 3. Ex Novo, Inc. will not be responsible for the failure of others to meet commitments, or for the performance or workmanship of contractors, engineers, suppliers, or trade sources 4. The client hereby agrees that Ex Novo, Inc. shall not be liable to the client for any special, indirect or consequential damages, whether caused by Ex Novo's negligence, errors, omissions, strict liability, breach of contract or other cause or causes whatsoever, including but not limited to lost profits or revenues, or loss of use of the project, facilities or equipment. 5. Insurance a. Ex Novo, Inc. only maintains such insurance as will protect it from claims arising from conduct of its professional practice. Ex Novo, Inc. shall not be liable for payments for damages in excess of its available limits of insurance. b. The Client shall be responsible for purchasing and maintaining its own liability insurance and, at its option, may purchase and maintain such insurance as will protect it against claims which may arise from operations under this Agreement. MISCELLANEOUS PROVISIONS This Agreement shall be governed by, and construed in accordance with the laws of the State of California. This Agreement shall be binding on and enforceable by and against the parties to it and their respective heirs, legal representatives, successors, and assigns. This Agreement shall be altered, amended, or modified, in whole or in part, only upon the written consent of all parties to this Agreement. 4. This Agreement shall only be assigned by either party with the consent of the other party, which consent shall not be unreasonably withheld. 5. Client agrees that Ex Novo, Inc. may have the exclusive right to take and use video, photographs, drawings, or descriptions of the project in any media for display, advertising or promotional purposes. Client shall not be entitled to a payment or royalty from Ex Novo, Inc. for the right to use the same. 6. In the event that Ex Novo, Inc. or any of its principals or employees are compelled to participate in any third party legal proceeding, whether civil, administrative or criminal as a result of their work pursuant to this Agreement, Client shall pay, as Additional Services, for any time expended by Ex Novo, Inc., or its employees for the same on an hourly basis at the rates listed herein. Client shall also pay for any reimbursable expenses which may be incurred as a result thereof. This provision shall survive the completion or termination of the Agreement. Thank you for the opportunity to provide this Agreement for Services to you. If the Terms and Conditions set forth above meet with your approval, please sign and date this Agreement and return two copies to Ex Novo, Inc. When this Agreement has been approved and executed by both parties, it will be construed as a final and legally binding contract. ACCEPTED AND APPROVED: Name Nancy Wagner, Principal City of Arcadia Ex Novo, Inc. Print Name Date Date Project Manager: Nancy Wagner Exhibit "B" SCHEDULE OF SERVICES The term of this Agreement shall be from March 15, 2011 to March 15, 2012, unless earlier terminated or extended by amendment accordingly. M] Exhibit "C" COMPENSATION Compensation of $34,900 per attached cost estimate and hourly rates. C -1 0 City of Arcadia Project Cost Proposal Exhibit A Revised 2 -18 -11 COMPENSATION AND REIMBURSABLE EXPENSES COMPENSATION Ex Novo, Inc. proposes to provide the above listed professional services for a fee based upon the following phases: PHASE MEETINGS FEE OPTIONAL ITEMS Preliminary Engineering and Building Floor Plan Changes 1 $2500.00 Design Concept Development and Space Planning 3 $3950.00 Engineering Space Planning and Furniture Design &Specs 1 $1500.00 Signage Design 5 $5200.00 Pricing Plan 2 $1500.00 Color Boards and Renderings ( Optional) $3000.00 Working Drawings and Specifications 2 $3100.00 Plan Check $1000.00 Bid Document and Contractor Selection 1 $3000.00 8 Estimated 5 Construction Phase Services hours a week $5000.00 Additional Design Services ( For add services to be used if client requests additional work of if unforeseen conditions $5150.00 such as electrical, mechanical, structural items that may change scope listed in contract) TOTAL $26,750.00 $8150.00 Grand TOTAL Fee and Optional Items $34,900 NOTE: Construction phase Services will increase if project is phased. Fee listed above is for an 8 week construction schedule. If schedule increases estimate 5 hours/ week per week. REIMBURSABLE EXPENSES 1. In addition to the compensation for Design Services, Ex Novo, Inc. shall be reimbursed at a fixed fee not to exceed $2500.00 for all out -of- pocket expenses incurred during the project. Reimbursable expenses shall include the following: drawing reproduction, renderings, messenger, and delivery services; local travel shall be reimbursed at fifty- five cents per mile ($0.55), or the current Federal IRS standard. Ex Novo exnovoQ Inc, shall inform client in writing if additional reimbursable fees are required. INTERIOR PLANNING & DESIGN 1242 East Colorado Boulevard a Suite B • Pasadena a California 91106 a 626.628.2770 • www.exnovoinc.com t ADDITIONAL SERVICES 1. Any services not provided above. Some examples are as follows: a. Work requested by the Client that is outside the scope of services listed above. b. Changes in the scope and/or quality of the proiect. C. Changes to work which has been completed by Ex Novo, Inc. and approved by the Client in an earlier phase of the project. d. ADA and Title 24 upgrades for elevators, restrooms, entrances, and other affected areas. e. Path of Travel and Handicap Accessibility sheets. f. Applications for Modifications or Variances to existing building conditions. g. Engineering or Engineering Plan Check. h. Plan Check Revisions. 2. Additional services will be billed on an hourly basis. Current rates are as follows: Principal $125.00 Designer $75.00 Project Manager $125.00 Technical Coordinator $75.00 Senior Designer $95.00 Design Assistant $55.00 Job Captain $95.00 Clerical $55.00 e x n ovo uz INTERIOR PLANNING d DESIGN 1242 East Colorado Boulevard • Suite B • Pasadena • California 91106 • 626.628.2770 • www.exnovoinc.com