HomeMy Public PortalAboutAgreement_2015-08-25_Community Works Design GroupAGREEMENT COVER SHEET
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Type of Contract
❑ Consultant Services , "Professional Services ❑ Public Works
❑ Other:
Meeting Date of Approval (only If Applicable)
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Date
Contact Information
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Name of Company: Cbmmuvi l'M �) D rk
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Address:
Contact Person:
Phone Number:
Email:
Scope (Type of Project)
Term of Contract
Beginning Date
Contract Completion Date
Contract Reviewed By
El City Manager department Director City Attorney
[:]No Changes to the Template
❑ Administrative Services Director ❑ Other:
Insurance
❑ Additional Insured Endorsement ❑ Cancellation Provision
❑ General/Auto/Workman Comp.
Expiration Date: Notes:
Date
DESIGN PROFESSIONAL SERVICES AGREEMENT
LANDSCAPE ARCHITECTURAL and CONSTRUCTION PROJECT
MANAGEMENT SERVICES]
By and Between
THE CITY OF TEMPLE CITY,
a municipal corporation
and
Community Works Design Group
a corporation
AGREEMENT FOR DESIGN PROFESSIONAL SERVICES
BETWEEN
THE CITY OF TEMPLE CITY, CALIFORNIA
AND
COMMUNITY WORKS DESIGN GROUP
This Agreement for Design Professional Services ("Agreement") is entered into as of this
_ day of , 20_ by and between the City of Temple City, a municipal corporation
("City") and Community Works Design Group, a Corporation ("Design Professional"). City and
Design Professional are sometimes hereinafter individually referred to as "Party" and
hereinafter collectively referred to as the "Parties."
RECITALS
A. City has sought, by informal quotes the performance of landscape architectural
services defined and described particularly in Section 2 of this Agreement.
B. Design Professional, following submission of a proposal for the performance of
the services defined and described particularly in Section 2 of this Agreement, was selected by
the City to perform those services.
C. Design Professional was selected by the City on the basis of Design
Professional's demonstrated competence and the professional qualifications necessary for the
satisfactory performance of the services required.
D. Pursuant to the City of Temple City's Municipal Code, City has authority to enter
into this Design Professional Services Agreement and the City Manager has authority to
execute this Agreement.
E. The Parties desire to formalize the selection of Design Professional for
performance of those services defined and described particularly in Section 2 of this
Agreement and desire that the terms of that performance be as particularly defined and
described herein.
NOW, THEREFORE, in consideration of the mutual promises and covenants made by the
Parties and contained here and other consideration, the value and adequacy of which are
hereby acknowledged, the Parties agree as follows:
SECTION 1. TERM OF AGREEMENT.
Subject to the provisions of Section 20 "Termination of Agreement" of this Agreement,
the term of this Agreement is effective as of September 1, 2015 and shall remain in full force
and effect until July 31, 2016.
SECTION 2. SCOPE OF SERVICES & SCHEDULE OF
PERFORMANCE.
(a) Scope of Services. Design Professional agrees to perform the services set forth
in Exhibit "A" "Scope of Services" (hereinafter, the "Services") and made a part of this
Agreement by this reference.
(b) Schedule of Performance. The Services shall be completed pursuant to the
schedule specified in Exhibit "A." Should the Services not be completed pursuant to that
schedule, the Consultant shall be deemed to be in Default of this Agreement. The City, in its
sole discretion, may choose not to enforce the Default provisions of this Agreement and may
instead allow Design Professional to continue performing the Services.
SECTION 3. ADDITIONAL SERVICES.
Design Professional shall not be compensated for any work rendered in connection with
its performance of this Agreement that are in addition to or outside of the Services unless such
additional services are authorized in advance and in writing in accordance with Section 26
"Administration and Implementation" or Section 28 "Amendment' of this Agreement. If and
when such additional work is authorized, such additional work shall be deemed to be part of
the Services.
SECTION 4. COMPENSATION AND METHOD OF PAYMENT.
(a) Subject to any limitations set forth in this Agreement, City agrees to pay Design
Professional the amounts specified in Exhibit "B" "Compensation" and made a part of this
Agreement by this reference. The total compensation, including reimbursement for actual
expenses, shall not exceed twenty four thousand five hundred dollars ($24,500), unless
additional compensation is approved in writing in accordance with Section 26 "Administration
and Implementation" or Section 28 "Amendment' of this Agreement..
(b) Each month Design Professional shall furnish to City an original invoice for all
work performed and expenses incurred during the preceding month. The invoice shall detail
charges by the following categories: labor (by sub -category), travel, materials, equipment,
supplies, and sub -Design Professional contracts. Sub -consultant charges shall be detailed by
the following categories: labor, travel, materials, equipment and supplies. If the compensation
set forth in subsection (a) and Exhibit "B" include payment of labor on an hourly basis (as
opposed to labor and materials being paid as a lump sum), the labor category in each invoice
shall include detailed descriptions of task performed and the amount of time incurred for or
allocated to that task. City shall independently review each invoice submitted by the Design
Professional to determine whether the work performed and expenses incurred are in
compliance with the provisions of this Agreement. In the event that no charges or expenses
are disputed, the invoice shall be approved and paid according to the terms set forth in
subsection (c). In the event any charges or expenses are disputed by City, the original invoice
shall be returned by City to Design Professional for correction and resubmission.
(c) Except as to any charges for work performed or expenses incurred by Design
Professional which are disputed by City, City will use its best efforts to cause Design
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Professional to be paid within forty-five (45) days of receipt of Design Professional's correct
and undisputed invoice.
(d) Payment to Design Professional for work performed pursuant to this Agreement
shall not be deemed to waive any defects in work performed by Design Professional.
SECTION 5. INSPECTION AND FINAL ACCEPTANCE.
City may inspect and accept or reject any of Design Professional's work under this
Agreement, either during performance or when completed. City shall reject or finally accept
Design Professional's work within sixty (60) days after submitted to City. City shall reject work
by a timely written explanation, otherwise Design Professional's work shall be deemed to have
been accepted. City's acceptance shall be conclusive as to such work except with respect to
latent defects, fraud and such gross mistakes as amount to fraud. Acceptance of any of Design
Professional's work by City shall not constitute a waiver of any of the provisions of this
Agreement including, but not limited to, Section 16 "Indemnification" and Section 17
"Insurance."
SECTION 6. OWNERSHIP OF DOCUMENTS.
All original maps, models, designs, drawings, photographs, studies, surveys, reports,
data, notes, computer files, files and other documents prepared, developed or discovered by
Design Professional in the course of providing the Services pursuant to this Agreement shall
become the sole property of City and may be used, reused or otherwise disposed of by City
without the permission of the Design Professional. Upon completion, expiration or
termination of this Agreement, Design Professional shall turn over to City all such original
maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer
files, files and other documents.
If and to the extent that City utilizes for any purpose not related to this Agreement any
maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer
files, files or other documents prepared, developed or discovered by Design Professional in the
course of providing the Services pursuant to this Agreement, Design Professional's guarantees
and warranties in Section 9 "Standard of Performance" of this Agreement shall not extend to
such use of the maps, models, designs, drawings, photographs, studies, surveys, reports, data,
notes, computer files, files or other documents.
SECTION 7. DESIGN PROFESSIONAL'S BOOKS AND RECORDS.
(a) Design Professional shall maintain any and all documents and records
demonstrating or relating to Design Professional's performance of the Services. Design
Professional shall maintain any and all ledgers, books of account, invoices, vouchers, canceled
checks, or other documents or records evidencing or relating to work, services, expenditures
and disbursements charged to City pursuant to this Agreement. Any and all such documents or
records shall be maintained in accordance with generally accepted accounting principles and
shall be sufficiently complete and detailed so as to permit an accurate evaluation of the
services provided by Design Professional pursuant to this Agreement. Any and all such
documents or records shall be maintained for three (3) years from the date of execution of this
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Agreement and to the extent required by laws relating to audits of public agencies and their
expenditures.
(b) Any and all records or documents required to be maintained pursuant to this
section shall be made available for inspection, audit and copying, at any time during regular
business hours, upon request by City or its designated representative. Copies of such
documents or records shall be provided directly to the City for inspection, audit and copying
when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such
documents and records shall be made available at Design Professional's address indicated for
receipt of notices in this Agreement.
(c) Where City has reason to believe that any of the documents or records required
to be maintained pursuant to this section may be lost or discarded due to dissolution or
termination of Design Professional's business, City may, by written request, require that
custody of such documents or records be given to the City. Access to such documents and
records shall be granted to City, as well as to its successors -in -interest and authorized
representatives.
SECTION 8. INDEPENDENT CONTRACTOR.
(a) Design Professional is and shall at all times remain a wholly independent
contractor and not an officer, employee or agent of City. Design Professional shall have no
authority to bind City in any manner, nor to incur any obligation, debt or liability of any kind on
behalf of or against City, whether by contract or otherwise, unless such authority is expressly
conferred under this Agreement or is otherwise expressly conferred in writing by City.
(b) The personnel performing the Services under this Agreement on behalf of
Design Professional shall at all times be under Design Professional's exclusive direction and
control. Neither City, nor any elected or appointed boards, officers, officials, employees or
agents of City, shall have control over the conduct of Design Professional or any of Design
Professional's officers, employees, or agents except as set forth in this Agreement. Design
Professional shall not at any time or in any manner represent that Design Professional or any of
Design Professional's officers, employees, or agents are in any manner officials, officers,
employees or agents of City.
(c) Neither Design Professional, nor any of Design Professional's officers, employees
or agents, shall obtain any rights to retirement, health care or any other benefits which may
otherwise accrue to City's employees. Design Professional expressly waives any claim Design
Professional may have to any such rights.
SECTION 9. STANDARD OF PERFORMANCE.
Design Professional represents and warrants that it has the qualifications, experience
and facilities necessary to properly perform the Services required under this Agreement in a
thorough, competent and professional manner. Design Professional shall at all times faithfully,
competently and to the best of its ability, experience and talent, perform all Services. In
meeting its obligations under this Agreement, Design Professional shall employ, at a minimum,
generally accepted standards and practices utilized by persons engaged in providing services
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similar to the Services required of Design Professional under this Agreement, and shall use such
skill, prudence, and diligence as other members of Design Professional's profession commonly
possess and exercise. In addition to the general standards of performance set forth this
section, additional specific standards of performance and performance criteria may be set
forth in Exhibit "A" "Scope of Work" that shall also be applicable to Design Professionals work
under this Agreement. Where there is a conflict between a general and a specific standard of
performance or performance criteria, the specific standard or criteria shall prevail over the
general.
SECTION 10. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND LICENSES.
Design Professional shall keep itself informed of and comply with all applicable federal,
state and local laws, statutes, codes, ordinances, regulations and rules in effect during the term
of this Agreement. Design Professional shall obtain any and all licenses, permits and
authorizations necessary to perform the Services set forth in this Agreement. Neither City, nor
any elected or appointed boards, officers, officials, employees or agents of City, shall be liable,
at law or in equity, as a result of any failure of Design Professional to comply with this section.
SECTION 11. PREVAILING WAGE LAWS.
It is the understanding of City and Design Professional that California prevailing wage
laws do not apply to this Agreement because the Agreement does not involve any of the
following services subject to prevailing wage rates pursuant to the California Labor Code or
regulations promulgated thereunder: construction, alteration, demolition, installation, or
repair work performed on public buildings, facilities, streets or sewers done under contract and
paid for in whole or in part out of public funds. In this context, "construction" includes work
performed during the design and preconstruction phases of construction including, but not
limited to, inspection and land surveying work.
SECTION 12. NONDISCRIMINATION.
Design Professional shall not discriminate, in any way, against any person on the basis
of race, color, religious creed, national origin, ancestry, sex, age, physical handicap, medical
condition or marital status in connection with or related to the performance of this Agreement.
SECTION 13. UNAUTHORIZED ALIENS.
Design Professional hereby promises and agrees to comply with all of the provisions of
the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et sec., as amended, and in
connection therewith, shall not employ unauthorized aliens as defined therein. Should Design
Professional so employ such unauthorized aliens for the performance of the Services, and
should the any liability or sanctions be imposed against City for such use of unauthorized
aliens, Design Professional hereby agrees to and shall reimburse City for the cost of all such
liabilities or sanctions imposed, together with any and all costs, including attorneys' fees,
incurred by City.
SECTION 14. CONFLICTS OF INTEREST.
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(a) Design Professional covenants that neither it, nor any officer or principal of its
firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner
with the interests of City or which would in any way hinder Design Professional's performance
of the Services. Design Professional further covenants that in the performance of this
Agreement, no person having any such interest shall be employed by it as an officer, employee,
agent or subcontractor without the express written consent of the City Manager. Design
Professional agrees to at all times avoid conflicts of interest or the appearance of any conflicts
of interest with the interests of City in the performance of this Agreement.
(b) City understands and acknowledges that Design Professional is, as of the date of
execution of this Agreement, independently involved in the performance of non -related
services for other governmental agencies and private parties. Design Professional is unaware
of any stated position of City relative to such projects. Any future position of City on such
projects shall not be considered a conflict of interest for purposes of this section.
(c) City understands and acknowledges that Design Professional will, perform non -
related services for other governmental agencies and private Parties following the completion
of the Services under this Agreement. Any such future service shall not be considered a
conflict of interest for purposes of this section.
SECTION 15. CONFIDENTIAL INFORMATION; RELEASE OF
INFORMATION.
(a) All information gained or work product produced by Design Professional in
performance of this Agreement shall be considered confidential, unless such information is in
the public domain or already known to Design Professional. Design Professional shall not
release or disclose any such information or work product to persons or entities other than City
without prior written authorization from the City Manager, except as may be required by law.
(b) Design Professional, its officers, employees, agents or subcontractors, shall not,
without prior written authorization from the City Manager or unless requested by the City
Attorney of City, voluntarily provide declarations, letters of support, testimony at depositions,
response to interrogatories or other information concerning the work performed under this
Agreement. Response to a subpoena or court order shall not be considered "voluntary"
provided Design Professional gives City notice of such court order or subpoena.
(c) If Design Professional, or any officer, employee, agent or subcontractor of
Design Professional, provides any information or work product in violation of this Agreement,
then City shall have the right to reimbursement and indemnity from Design Professional for
any damages, costs and fees, including attorney's fees, caused by or incurred as a result of
Design Professional's conduct.
(d) Design Professional shall promptly notify City should Design Professional , its
officers, employees, agents or subcontractors be served with any summons, complaint,
subpoena, notice of deposition, request for documents, interrogatories, request for admissions
or other discovery request, court order or subpoena from any party regarding this Agreement
and the work performed thereunder. City retains the right, but has no obligation, to represent
Design Professional or be present at any deposition, hearing or similar proceeding. Design
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Professional agrees to cooperate fully with City and to provide City with the opportunity to
review any response to discovery requests provided by Design Professional. However, this
right to review any such response does not imply or mean the right by City to control, direct, or
rewrite said response.
SECTION 16. INDEMNIFICATION.
(a) Indemnification by Design Professional. As provided under Civil Code Section
2782.8, Design Professional shall indemnify, protect, defend and hold harmless City and any
and all of its officials, employees and agents ("Indemnified Parties') from and against any and
all claims. actions and proceedings (whether at law or equity, administrative or judicial),
demands, orders, judgments, losses, liabilities, damages, costs and expenses, including
attorney's fees and costs, (collectively "Claims") to the extent same arise out of, pertain to, or
relate to the negligence, recklessness, or willful misconduct of the Design Professional, its
officers, agents, employees or sub -Design Professionals (or any entity or individual that Design
Professional shall bear the legal liability thereof) in the performance of professional services
under this Agreement, with the understanding that in the event Claims are found by the trier
of fact to have been caused by the joint or concurrent negligence of the City and its contractors
and Design Professionals, and Design Professional, damages and expenses from both indemnity
and duty to defend obligations shall be borne by each party in proportion to its negligence.
(b) Indemnification from Sub -Consultants. Design Professional agrees to obtain
executed indemnity agreements with provisions identical to those set forth here in this section
from each and every sub -consultant / contract or any other person or entity involved by, for,
with or on behalf of Design Professional in the performance of this Agreement naming the
Indemnified Parties as additional indemnitees. In the event Design Professional fails to obtain
such indemnity obligations from others as required here, Design Professional agrees to be fully
responsible according to the terms of this section. Failure of City to monitor compliance with
these requirements imposes no additional obligations on City and will in no way act as a waiver
of any rights hereunder. This obligation to indemnify and defend City as set forth herein is
binding on the successors, assigns or heirs of Design Professional and shall survive the
termination of this Agreement or this section.
(c) City's Negligence. The provisions of this section do not apply to Claims occurring
as a result of City's sole negligence. The provisions of this section shall not release City from
liability arising from gross negligence or willful acts or omissions of City or any and all of its
officials, employees and agents.
SECTION 17. INSURANCE.
Design Professional agrees to obtain and maintain in full force and effect during the
term of this Agreement the insurance policies set forth in Exhibit "C" "Insurance" and made a
part of this Agreement. All insurance policies shall be subject to approval by City as to form
and content. These requirements are subject to amendment or waiver if so approved in
writing by the City Manager. Design Professional agrees to provide City with copies of required
policies upon request.
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SECTION 18. ASSIGNMENT.
The expertise and experience of Design Professional are material considerations for this
Agreement. City has an interest in the qualifications and capability of the persons and entities
who will fulfill the duties and obligations imposed upon Design Professional under this
Agreement. In recognition of that interest, Design Professional shall not assign or transfer this
Agreement or any portion of this Agreement or the performance of any of Design
Professional's duties or obligations under this Agreement without the prior written consent of
the City. Any attempted assignment shall be ineffective, null and void, and shall constitute a
material breach of this Agreement entitling City to any and all remedies at law or in equity,
including termination of this Agreement pursuant to Section 20 "Termination of Agreement."
City acknowledges, however, that Design Professional, in the performance of its duties
pursuant to this Agreement, may utilize subcontractors.
SECTION 19. CONTINUITY OF PERSONNEL.
Design Professional shall make every reasonable effort to maintain the stability and
continuity of Design Professional's staff and subcontractors, if any, assigned to perform the
Services. Design Professional shall notify City of any changes in Design Professional's staff and
subcontractors, if any, assigned to perform the Services prior to and during any such
performance.
SECTION 20. TERMINATION OF AGREEMENT.
(a) City may terminate this Agreement, with or without cause, at any time by giving
thirty (30) days written notice of termination to Design Professional. In the event such notice is
given, Design Professional shall cease immediately all work in progress.
(b) Design Professional may terminate this Agreement for cause at any time upon
thirty (30) days written notice of termination to City.
(c) If either Design Professional or City fail to perform any material obligation under
this Agreement, then, in addition to any other remedies, either Design Professional, or City
may terminate this Agreement immediately upon written notice.
(d) Upon termination of this Agreement by either Design Professional or City, all
property belonging exclusively to City which is in Design Professional's possession shall be
returned to City. Design Professional shall furnish to City a final invoice for work performed
and expenses incurred by Design Professional, prepared as set forth in Section 4
"Compensation and Method of Payment" of this Agreement. This final invoice shall be
reviewed and paid in the same manner as set forth in Section 4 "Compensation and Method of
Payment" of this Agreement.
SECTION 21. DEFAULT.
In the event that Design Professional is in default under the terms of this Agreement,
the City shall not have any obligation or duty to continue compensating Design Professional for
any work performed after the date of default. Instead, the City may give notice to Design
Professional of the default and the reasons for the default. The notice shall include the
timeframe in which Design Professional may cure the default. This timeframe is presumptively
thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During
the period of time that Design Professional is in default, the City shall hold all invoices and
shall, when the default is cured, proceed with payment on the invoices. In the alternative, the
City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the
period of default. If Design Professional does not cure the default, the City may take necessary
steps to terminate this Agreement under Section 20 "Termination of Agreement." Any failure
on the part of the City to give notice of the Design Professional's default shall not be deemed
to result in a waiver of the City's legal rights or any rights arising out of any provision of this
Agreement.
SECTION 22. EXCUSABLE DELAYS.
Design Professional shall not be liable for damages, including liquidated damages, if
any, caused by delay in performance or failure to perform due to causes beyond the control of
Design Professional. Such causes include, but are not limited to, acts of God, acts of the public
enemy, acts of federal, state or local governments, acts of City, court orders, fires, floods,
epidemics, strikes, embargoes, and unusually severe weather. The term and price of this
Agreement shall be equitably adjusted for any delays due to such causes.
SECTION 23. COOPERATION BY CITY.
All public information, data, reports, records, and maps as are existing and available to
City as public records, and which are necessary for carrying out the Services shall be furnished
to Design Professional in every reasonable way to facilitate, without undue delay, the Services
to be performed under this Agreement.
SECTION 24. NOTICES.
All notices required or permitted to be given under this Agreement shall be in writing
and shall be personally delivered, or sent by telecopier or certified mail, postage prepaid and
return receipt requested, addressed as follows:
To City: City of Temple City
Attn: City Manager
9701 Las Tunas Dr.
Temple City, CA 91780
To Design Professional: Community Works Design Group
Attn: Timothy Maloney, President
4649 Brockton Avenue
Riverside, CA 92506
Notice shall be deemed effective on the date personally delivered or transmitted by
facsimile or, if mailed, three (3) days after deposit of the same in the custody of the United
States Postal Service.
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SECTION 25. AUTHORITY TO EXECUTE.
The person or persons executing this Agreement on behalf of Design Professional
represents and warrants that he/she/they has/have the authority to so execute this
Agreement and to bind Design Professional to the performance of its obligations hereunder.
SECTION 26. ADMINISTRATION AND IMPLEMENTATION.
This Agreement shall be administered and executed by the City Manager or his or her
designated representative. The City Manager shall have the authority to issue interpretations
and to make amendments to this Agreement, including amendments that commit additional
funds, consistent with Section 28 "Amendment' and the City Managers contracting authority
under the Temple City Municipal Code.
SECTION 27. BINDING EFFECT.
This Agreement shall be binding upon the heirs, executors, administrators, successors
and assigns of the Parties.
SECTION 28. AMENDMENT.
No amendment to or modification of this Agreement shall be valid unless made in
writing and approved by the Design Professional and by the City. The City Manager shall have
the authority to approve any amendment to this Agreement if the total compensation under
this Agreement, as amended, would not exceed the City Manager's contracting authority under
the Temple City Municipal Code. All other amendments shall be approved by the City Council.
The Parties agree that the requirement for written modifications cannot be waived and that
any attempted waiver shall be void.
SECTION 29. WAIVER.
Waiver by any Party to this Agreement of any term, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by
any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any
other provision nor a waiver of any subsequent breach or violation of any provision of this
Agreement. Acceptance by City of any work or services by Design Professional shall not
constitute a waiver of any of the provisions of this Agreement.
SECTION 30. LAW TO GOVERN; VENUE.
This Agreement shall be interpreted, construed and governed according to the laws of
the State of California. In the event of litigation between the Parties, venue in state trial courts
shall lie exclusively in the County of Los Angeles, California. In the event of litigation in a U.S.
District Court, venue shall lie exclusively in the Central District of California, in Los Angeles.
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SECTION 31. ATTORNEYS FEES, COSTS AND EXPENSES.
In the event litigation or other proceeding is required to enforce or interpret any
provision of this Agreement, the prevailing Party in such litigation or other proceeding shall be
entitled to an award of reasonable attorney's fees, costs and expenses, in addition to any other
relief to which it may be entitled.
SECTION 32. ENTIRE AGREEMENT.
This Agreement, including the attached Exhibits "A" through "C", is the entire,
complete, final and exclusive expression of the Parties with respect to the matters addressed
therein and supersedes all other agreements or understandings, whether oral or written, or
entered into between Design Professional and City prior to the execution of this Agreement.
No statements, representations or other agreements, whether oral or written, made by any
Party which are not embodied herein shall be valid and binding.
SECTION 33. SEVERABILITY.
If any term, condition or covenant of this Agreement is declared or determined by any
court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions
of this Agreement shall not be affected thereby and the Agreement shall be read and
construed without the invalid, void or unenforceable provision(s).
SECTION 34. CONFLICTING TERMS.
Except as otherwise stated herein, if the terms of this Agreement conflict with the
terms of any Exhibit hereto, or with the terms of any document incorporated by reference into
this Agreement, the terms of this Agreement shall control.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date
and year first -above written.
CITY OF TEMPLE CITY
Bryan Cook, City Manager
ATTEST:
Peggy Kuo, Cly derk
Date: g " 1� t- - 15
APPROVED AS TO FORM
Eric S.a' y Attorney
Date: e7wo
NOTE: DESIGN PROFESSIONAL'S SIGNATURES SHALL BE DULY NOTARIZED, AND
APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY
THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR
REGULATIONS APPLICABLE TO DESIGN PROFESSIONAL'S BUSINESS ENTITY.
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NOTE: DESIGN PROFESSIONAL'S SIGNATURES SHALL BE DULY NOTARIZED, AND
APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY
THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR
REGULATIONS APPLICABLE TO DESIGN PROFESSIONAL'S BUSINESS ENTITY.
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who
signed the document, to which this certificate is attached, and not the truthfulness, accuracy, or validity
of that document_
State of California , r,
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who proved to me on the basis of satisfactory evidence
to be the person(s) whose name(s) is/are subscribed to
the within instrument and acknowledged to me that
he/she/they executed the same in his/herAheir
authorized capacity(ies), and that by his/her/their
signatures) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of
the State of Califomia.that the foregojng paragraph is
true and correct.
WITNESS mytz-T�L
Signature
rsynarw of Natwy fabric)
OPTIONAL
71wugh the information is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent removal and reattachment of this form to another document.
Description of Attached Document
Title of Type of Document:
Document Date:
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer(s)
Signer's Name:
❑ Individual
❑ Corporate Officer - Title(s):
❑ Partner ❑ Limited ❑ General
❑ Attorney in Fact
❑ Trustee
❑ Guardian or Conservator
❑ Other:
Signer is Representing:
Number of Pages:
Signer's Name:
❑ Individual
❑ Corporate officer - Title(s):
❑ Partner ❑ Limited ❑ General
❑ Attorney in Fact
❑ Trustee
❑ Guardian or Conservator
❑ Other:
Signer is Representing:
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EXHIBIT "A"
SCOPE OF SERVICES
I. Design Professional will perform the following Services:
A. PRELIMINARY AND MASTER PLANNING
1. Design Professional will prepare a layout of walking trail based on existing conditions and
future alignments from the previously prepared Master Plan.
2. After review, Design Professional will draft the elements onto the base for final review and
approval of the walking/fitness trail.
3. Design Professional will coordinate with City for all reviews and approvals.
4. Design Professional will provide a preliminary Cost Estimate for construction of the
improvements.
B. CONSTRUCTION DOCUMENTS
Upon receipt of all approvals of the Preliminary Plan Phase, Design Professional will begin
preparation of the Construction Documents. The plans will continue with the concepts of low
maintenance, vandal resistance, attractive, and practical design solutions. Once approved,
Design Professional will continue on the Construction Documents until 100% complete, where
they will be turned over to City for final reviews.
1. CONSTRUCTION PLANS: Design Professional will prepare construction plans and details of
the proposed fitness trail and will provide details for curbs/edging walking materials and
finishes.
2. IRRIGATION PLANS: Design Professional will prepare adjusted irrigation plans to modify the
existing irrigation system (head relocations) to accommodate the proposed trail
improvements.
3. PLANTING PLANS: Planting Plans for turf repair with all necessary details will be provided.
4. SPECIFICATIONS: Specification detailing materials and workmanship for all of the above
items will be provided.
5. COST ESTIMATES: Final estimates of probably costs will be prepared for review.
6. DOCUMENT PROCESSING ASSISTANCE: Design Professional will assist the City with the
submission of Construction Documents for approvals. Design Professional will review
documents and make all necessary corrections.
C. BIDDING PHASE
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1. When project goes out for competitive bidding, if requested, Design Professional will
prepare the bid sets and put the project out to bid with local contractors. Design
Professional will provide complete oversight of the bid process and will respond to
questions asked and follow-up clarifications or addendum items.
2. Design Professional will oversee the pre-bid meeting and provide written minutes and
follow up information as required.
3. Design Professional will assist the City in obtaining and evaluating bids as required.
D. CONSTRUCTION PHASE
1. This phase will commence with the Notice to Proceed to the contractor and terminate
when final payment is issued by City.
2. Design Professional will provide observations during construction for the purpose of
establishing acceptability and provide written documentation of official job meetings to
those present.
3. Design Professional, as a representative of the City, will advise and consult with the City's
administrator during the construction phase.
4. Design Professional will make periodic visits to the site to familiarize themselves generally
with the progress and quality of work and to check if work is progressing in accordance with
contract documents.
S. Design Professional will provide As -Built drawings based on the contractor's red -lines.
Il. As part of the Services, Design Professional will prepare and deliver the following tangible
work products to the City:
A. Design and layout of walking trail
B. Preliminary Cost Estimates
C. Complete Construction Documents
D. Specifications
E. Final Estimate of Probable Cost
F. Bid Documents
G. Construction Meeting Minutes
III. During performance of the Services, Design Professional will keep the City
appraised of the status of performance by delivering the following status reports:
A. Develop a proposed Schedule.
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B. Provide regular electronic communication with City staff.
C. Provide updated cost estimates and status reports.
IV. The tangible work products and status reports will be delivered to the City pursuant to
the following schedule:
A. Design Layout and Preliminary Cost Estimates for review — October 2015
B. Construction Documents, Specifications, Final Cost Estimates — December 2015
C. Bid Documents—January 2015
D. Construction Meeting Minutes — as needed, at a minimum monthly, during
construction phase estimated to be February —June 2015
V. Design Professional will utilize the following personnel to accomplish the Services:
A. Tim Maloney
B. Scott Rice
C. Allison Rush
D. Kay Kite
VI. Design Professional will utilize the following subcontractors to accomplish the Services:
None anticipated
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EXHIBIT "B"
COMPENSATION
1. Design Professional shall use the following rates of pay in the performance of the Services:
A. Preliminary and Master Planning
B. Construction Documents
C. Bidding and Construction Administration
E. Reimbursable
Lump Sum $2,110.00
Lump Sum $9,345.00
Hourly $115.00/hour
Allow $1,500.00
II. Design Professional may utilize subcontractors as indicated in this Agreement. The hourly
rate for any subcontractor is not to exceed $ N/A per hour without written authorization
from the City Manager or his designee.
IV. The total compensation for the Services shall not exceed $24,500, as provided in Section
4 "Compensation and Method of Payment" of this Agreement.
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EXHIBIT "C"
INSURANCE
A. Insurance Requirements. Design Professional shall provide and maintain
insurance, acceptable to the City, in full force and effect throughout the term of this
Agreement, against claims for injuries to persons or damages to property which may arise from
or in connection with the performance of the Services by Design Professional, its agents,
representatives or employees. Insurance is to be placed with insurers with a current A.M.
Best's rating of no less than A:VII. Design Professional shall provide the following scope and
limits of insurance:
1. Minimum Scope of Insurance. Design Professional shall maintain
professional liability insurance appropriate to the Design Professional's profession. This
coverage may be written on a "claims made' basis, and must include coverage for contractual
liability. The professional liability insurance required by this Agreement must be endorsed to
be applicable to claims based upon, arising out of or related to Services performed under this
Agreement. The insurance must be maintained for at least three (3) consecutive years
following the completion of Design Professional's services or the termination of this
Agreement. During this additional three (3) year period, Design Professional shall annually and
upon request of the City submit written evidence of this continuous coverage.
2. Minimum Limits of Insurance. Design Professional shall maintain limits
of professional liability insurance no less than $1,000,000 per occurrence.
B. Other Provisions. Each insurance policy required by this Agreement shall be
endorsed and state the coverage shall not be suspended, voided, cancelled by the insurer or
either Party to this Agreement, reduced in coverage or in limits except after 30 days' prior
written notice by certified mail, return receipt requested, has been given to City.
C. Other Requirements. Design Professional agrees to deposit with City, at or
before the effective date of this Agreement, certificates of insurance necessary to satisfy City
that the insurance provisions of this contract have been complied with. The City Attorney may
require that Design Professional furnish City with copies of original endorsements effecting
coverage required by this Exhibit "C". The certificates and endorsements are to be signed by a
person authorized by that insurer to bind coverage on its behalf. City reserves the right to
inspect complete, certified copies of all required insurance policies, at any time.
1. Design Professional shall furnish certificates and endorsements from
each subcontractor identical to those Design Professional provides.
2. Any deductibles or self-insured retentions must be declared to and
approved by City. At the option of City, either the insurer shall reduce or eliminate such
deductibles or self-insured retentions as respects City or its respective elected or appointed
officers, officials, employees and volunteers or the Design Professional shall procure a bond
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guaranteeing payment of losses and related investigations, claim administration, defense
expenses and claims.
3. The procuring of such required policy or policies of insurance shall not be
construed to limit Design Professional's liability hereunder nor to fulfill the indemnification
provisions and requirements of this Agreement.
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