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HomeMy Public PortalAboutATKINS NORTH AMERICA, INC.CONTRACT SERVICES AGREEMENT TO PROVIDE ARCHITECTURAL SERVICES FOR THE CITY OF CARSON9 CALIFORNIA This CONTRACT SERVICES AGREEMENT ("Agreement") is made and entered into this 30th day of March 2010, by and between the CITY OF CARSON, a public body corporate & politic and a political subdivision of the State of California ("Agency") and PBS&J a Florida corporation ("Architect"). The term Architect includes employees performing in a consulting capacity. The parties hereto agree as follows: 1.0 SERVICES OF ARCHITECT 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, the Architect shall provide those services specified in the "Scope of Services,' attached hereto as Exhibit "A" and incorporated herein by this reference, which services may be referred to herein as the "services" or "work" hereunder. As a material inducement to the Agency/City of Carson ("City") entering into this Agreement, Architect represents and warrants that Architect is a provider of first class work and services and Architect is experienced in performing the work and services contemplated herein and, in light of such status and experience, Architect covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be of good quality, fit for the purpose intended. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one or more first- class firms performing similar work under similar circumstances. 1.2 Architect's Proposal. The Scope of Services shall include the Architect's proposal or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern. 1.3 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency having jurisdiction in effect at the time service is rendered. 1.4 Licenses,.. Pen -nits, Fees and Assessments. Architect shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Architect shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Architect's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless Agency/City against any such fees, assessments, taxes penalties or interest levied, assessed or imposed against Agency/City hereunder. 1.5 Familiarity with Work. By executing this Contract, Architect warrants that Architect (a) has thoroughly investigated and considered the scope of services to be performed, 5-5-09 PBS&J Staff Augmen 01007/0001/62113.01 (b) has carefully considered how the services should be performed, and (c) fully understands the facilities, difficulties and restrictions attending perfon-nance of the services under this Agreement. If the services involve work upon any site, Architect warrants that Architect has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Architect discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Architect shall immediately inform the Agency/City of such fact and shall not proceed except at Architect's risk until written instructions are received from the Contract Officer. 1.6 Care of Work. The Architect shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by Agency/City, except such losses or damages as may be caused by Agency/City's own negligence. 1.7 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. 1.8 Additional Services. Agency/City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Architect, incorporating therein any adjustment in (i) the Contract Sum, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Architect. Any increase in compensation of up to five percent (5%) of the Contract Sum or $25,000, whichever is less; or in the time to perform of up to one hundred eighty (180) days may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively must be approved by the City Council. It is expressly understood by Architect that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services or reasonably contemplated therein. Architect hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Architect anticipates and that Architect shall not be entitled to additional compensation therefore. 1.9 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit "B" and any other provisions of this Agreement, the provisions of Exhibit "B" shall govern. 5-5-09 PBS&J -2- Staff Augmen 01007/0001/62113.01 2.0 COMPENSATION 2.1 Contract Sum. For the services rendered pursuant to this Agreement, the Architect shall be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference, but not exceeding the maximum contract amount of 10,000 dollars ($) ("Contract Sum"), except as provided in Section 1.8. The method of compensation may include: (i) a lump sum payment upon completion, (ii) payment in accordance with the percentage of completion of the services, (iii) payment for time and materials based upon the Architect's rates as specified in the Schedule of Compensation, but not exceeding the Contract Sum or (iv) such other methods as may be specified in the Schedule of Compensation. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expense, transportation expense approved by the Contract Officer in advance, and no other expenses and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Architect at all project meetings reasonably deemed necessary by the Agency/City; Architect shall not be entitled to any additional compensation for attending said meetings. 2.2 Method of Payment. Unless some other method of payment is specified in the Schedule of Compensation, in any month in which Architect wishes to receive payment, no later than the first (Ist) working day of such month, Architect shall submit to the Agency/City in the form approved by the City's Administrative Services General Manager, an invoice for services rendered prior to the date of the invoice. Except as provided in Section 7.3, Agency/City shall pay Architect for all expenses stated thereon which are approved by Agency/City pursuant to this Agreement no later than the last working day of the month. 2.3 Availability of Funds. It is mutually understood between the parties that this Agreement is valid and enforceable only if sufficient funds are made available by the City Council of the City for the purposes of this Agreement. The availability of funding is affected by matters outside the Agency/City's control, including other governmental entities. Accordingly, the Agency/City has the option to void the whole Agreement or to amend the Agreement to reflect unanticipated reduction in funding, for any reason. 3.0 PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. Architect will perform these services with reasonable diligence and expediency consistent with sound professional practices. 3.2 Schedule of Performance. All services rendered pursuant to this Agreement shall be performed within the time period established in the "Schedule of Performance" attached hereto as Exhibit "D" and incorporated herein by this reference. Extensions to the time specified in the schedule of Performance may be approved in writing by the Contract Officer. 3.3 Force Maieure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Architect, including, but not restricted to, acts of God or of the public enemy, unusually 5-5-09 PBS&J -3- Staff Augmen 01007/0001/62113.01 severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the Agency/City, if the Architect shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Architect be entitled to recover damages against the Agency/City for any delay in the performance of this Agreement, however caused, Architect's sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term & Extended Term(s). Unless earlier ten-ninated in accordance with Section 7.7 of this Agreement, this Agreement shall continue in full force and until December 31, 2010. 4.0 COORDINATION OF WORK 4.1 Representative of Architect. Mr. Dino D'Emilia, P.E. is hereby designated as being the Senior Group Manager and representative of Architect authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: Carson Park Pool Improvement as needed It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principal was a substantial inducement for Agency/City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Architect and devoting sufficient time to personally supervise the services hereunder. For purposes of this Agreement, the foregoing principal may not be replaced nor may their responsibilities be substantially reduced by Architect without the express written approval of Agency/City. 4.2 Contract Officer. Mr. Raymond Cruz, Public Services General Manager, is hereby designated as being the representative of the Carson Redevelopment Agency ("Agency") authorized to act in its behalf with respect to the work and services specified herein and to make all decisions in connection therewith ("Contract Officer"). It shall be the Architect's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Architect shall refer any decisions which must be made by Agency/City to the Contract Officer. Unless otherwise specified herein, any approval of Agency/City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of the Agency/City required hereunder to carry out the terms of this Agreement. Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Architect, its principals and employees were a substantial inducement for the Agency/City to enter into this Agreement. Therefore, Architect shall not contract with any other 5-5-09 PBS&J -4- Staff Augmen 01007/0001/62113.01 entity to perform in whole or in part the services required hereunder without the express written approval of the Agency/City. In order to change or add any consultants from those represented in the Fee Proposal, dated February 9, 2010, the Architect will be required to submit a statement of qualifications for the proposed consultants and the Agency/City will grant written permission for the change. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of Agency/City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Architect, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Architect or any surety of Architect of any liability hereunder without the express consent of Agency/City. 4.3 Independent Contractor. Neither the Agency/City nor any of its employees shall have any control over the manner, mode or means by which Architect, its agents or employees, perform the services required herein, except as otherwise set forth herein. Agency/City shall have no voice in the selection, discharge, supervision or control of Architect's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Architect shall perform all services required herein as an independent contractor of Agency/City and shall remain at all times as to Agency/City a wholly independent contractor with only such obligations as are consistent with that role. Architect shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of Agency/City. Agency/City shall not in any way or for any purpose become or be deemed to be a partner of Architect in its business or otherwise or a joint venturer or a member of any joint enterprise with Architect. Architect agrees to pay all required taxes on amounts paid to Architect under this Agreement, and to indemnify and hold Agency/City harmless from any and all taxes, assessments, penalties, and interest asserted against Agency/City by reason of the independent Architect relationship created by the Agreement. Architect shall fully comply with the workers compensation law regarding Architect and Architect's employees. Architect further agrees to indemnify and hold harmless Agency/City from any failure of Architect to comply with applicable worker's compensation laws. Agency/City shall have the right to offset against the amount of any fees due to Architect under this Agreement any amount due to Agency/City from Architect as a result of Architect's failure to promptly pay to Agency/City any reimbursement or indemnification arising under this Section. 5.0 INSURANCE AND INDEMNIFICATION 5.1 Insurance. Architect shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to Agency/City, during the entire term of this Agreement including any extension thereof, the following policies of insurance: (a) . Commercial General Liability Insurance. A policy of commercial general liability insurance using Insurance Services Office "Commercial General Liability" policy form CG 00 01, with an edition date prior to 2004, or the exact equivalent. Coverage for an additional 5-5-09 PBS&J -5- Staff Augmen 01007/0001/62113.01 insured shall not be limited to its vicarious liability. Defense costs must be paid in addition to limits. Limits shall be no less than $2,000,000 general aggregate. (b) Workers' Compensation Insurance. A policy of workers' compensation insurance on a state -approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident for all covered losses. (c) Professional Liability Insurance. A policy of professional liability insurance in an amount not less than $1,000,000 per claim with respect to loss arising from the actions of Architect performing professional services hereunder on behalf of the Agency/City. (d) Property Damage Insurance. Property damage insurance with a minimum coverage of $1,000,000 per claim. (e) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements. All of the above policies of insurance (except for the Professional Liability policy) shall be primary insurance and shall name the Agency/City, its officers, employees and agents as additional insureds. The insurer shall waive all rights of subrogation and contribution it may have against the Agency/City, its officers, employees and agents and their respective insurers. All of said policies of insurance shall provide that said insurance may be not cancelled without providing ten (10) days prior written notice by registered mail to the Agency/City. In the event any of said policies of insurance are cancelled or amended, Architect shall, prior to the cancellation or amendment date, submit new evidence of insurance in conformance with this Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until Architect has provided Agency/City with Certificates of Insurance or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by Agency/City. Architect agrees that the provisions of this Section 5.1 shall not be construed as limiting in any way the extent to which Architect may be held responsible for the payment of damages to any persons or property resulting from Architect's activities or the activities of any person or persons for which Architect is otherwise responsible. The insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the Agency/City due to unique circumstances. In the event the Architect subcontracts any portion of the work in compliance with Section 3.3 of this Agreement, the contract between the Architect and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Architect is required to maintain pursuant to this Section 5.1 5-5-09 PBS&J -6- Staff Augmen 01007/0001/62113.01 5.2 Indemnification. Architect agrees to indemnify the Agency/City, its officers, agents and employees against, and will hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities, (herein "claims or liabilities") that are asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities of Architect, its agents, employees, subcontractor, or invitees, provided for herein, or arising from the negligent acts or omissions of Architect hereunder, or arising from Architect's negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, whether or not there is concurrent passive or active negligence on the part of the Agency/City, its officers, agents or employees but excluding such claims or liabilities arising from the negligence or willful misconduct of the Agency/City, its officers, agents or employees, who are directly responsible to the Agency/City, including the negligence or willful misconduct of the Agency/City's contractors, subcontractors, and other consultants not retained by the Architect, and in connection therewith: (a) Architect will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; (b) Architect will promptly pay any judgment rendered against the Agency/City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Architect hereunder; and Architect agrees to save and hold the Agency/City, its officers, agents, and employees harmless therefrom; (c) In the event the Agency/City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Architect for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Architect hereunder, Architect agrees to pay to the Agency/City, its officers, agents or employees, any and all costs and expenses incurred by the Agency/City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys'fees. 6.0 RECORDS AND REPORTS 6.1 Reports. Architect shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Architect hereby acknowledges that the Agency/City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Architect agrees that if Architect becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Architect is providing design services, the cost of the project being designed, Architect shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Architect is providing design services, the estimated increased or decreased cost estimate for the project being designed. 5-5-09 PBS&J -7- Staff Augmen 01007/0001/62113.01 6.2 Records. Architect shall keep such books and records as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of Agency/City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the Agency/City shall have access to such records in the event any audit is required. 6.3 Ownership of Documents. All reports, records, surveys, drawings, specifications, computer files, field data, notes, documents and other materials prepared by Architect, its employees, subcontractors and/or agents in the performance of this Agreement are instruments of professional service ("Instruments of Service") and shall be the property of Agency/City and shall be delivered to Agency/City upon request of the Contract Officer or upon the termination of this Agreement, and Architect shall have no claim for further employment or additional compensation as a result of the exercise by Agency/City of its full rights of ownership of the documents and materials hereunder. Architect may retain copies of such documents for its own use. Architect shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall provide for assignment to Agency/City of any documents or materials prepared by them, and in the event Architect fails to secure such assignment, Architect shall indemnify Agency/City for all damages resulting therefrom. The Agency/City shall not reuse or make any modification to Instruments of Service without the prior written authorization of the Architect. The Agency/City agrees, to the fullest extent permitted by law, to indemnify and hold harmless the Architect, its officers, directors, employees and consultants (collectively, "Architect") against any damages, liabilities or costs, including reasonable attorneys' fees and defense costs, arising from or allegedly arising from or in any way connected with the authorized reuse or modification of the Instruments of Service by the Agency/City or any person or entity that acquires or obtains the Instruments of Service from or through the Agency/City without the written authorization of the Architect. 6.4 Release of Documents. The reports, records, documents and other materials prepared by Architect in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 1 6.5 Confidentiality of Data. All data and information relating to the Agency/City's operations which are designated confidential by the Agency/City and made available to the Architect or which becomes available to the Architect in order to carry out this Agreement, shall be protected by the Architect from unauthorized use and disclosure by the observance of the same or more effective procedural requirements as are applicable to the Agency/City. The identification of all such confidential data and information as well as the Agency/City's procedural requirements for protection of such data and information from unauthorized use and disclosure shall be provided in writing to the Architect by the Agency/City. These provisions shall not apply to information in whatever form that is in the public domain, nor shall it restrict the Architect from giving notices required by law or complying with an order to provide information or data when such order is issued by a court, administrative agency or other legitimate authority, or if disclosure is reasonably necessary for the Architect to defend itself from any legal action or claim. 5-5-09 PBS&J -8- Staff Augmen 01007/0001/62113.01 7.0 ENFORCEMENT OF AGREEMENT 7.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Architect covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 7.2 Disputes. In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefore. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10) days of service of such notice and completes the cure of such default within forty-five (45) days after service of the notice, or such longer period as may be permitted by the injured party; provided that if the default is an immediate danger to the health, safety and general welfare, such immediate action may be necessary. Notwithstanding the foregoing, however, Agency/City shall be excused from payment if Architect has for any period failed to perform its work in a satisfactory manner. Compliance with the provisions of this Section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit Agency/City's or the Architect's right to terminate this Agreement without cause pursuant to Section 7.7. 7.3 Retention of Funds. Architect hereby authorizes Agency/City to deduct from any amount payable to Architect (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate Agency/City for any losses, costs, liabilities, or damages suffered by Agency/City, and (ii) all amounts for which Agency/City may be liable to third parties, by reason of Architect's acts or omissions in performing or failing to perform Architect's obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Architect, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, Agency/City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of Agency/City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Architect to insure, indemnify, and protect Agency/City as elsewhere provided herein. 7.4 Waive . No delay or omission in the exercise of any right or remedy by a non - defaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are 5-5-09 PBS&J -9- Staff Augmen 01007/0001/62113.01 cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 7.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 7.7 Termination Prior to Expiration of Term. This Section shall govern any termination of this Agreement except as specifically provided in the following Section for termination for cause. The Agency/City reserves the right to terminate this Agreement at any time, with or without cause, upon fourteen (14) days' written notice to Architect, except that where termination is due to the fault of the Architect, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Architect reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days' written notice to Agency/City, except that where termination is due to the fault of the Agency/City, the period of notice may be such shorter time as the Architect may determine. Upon receipt of any notice of termination, Architect shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Architect has initiated termination for convenience, the Architect shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Architect has initiated termination, the Architect shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non - terminating party with the opportunity to cure pursuant to Section 7.2. For purposes of this Agreement, cause shall be defined as the failure to abide by all terms and conditions of this agreement, the failure of Architect to perform its obligations hereunder in a timely and satisfactory manner, or if Architect ceases performing its work for ten (10) days during any thirty (30) day period. 7.8 Termination for Default of Architect. If termination is due to the failure of the Architect to fulfill its obligations under this Agreement, Agency/City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Architect shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the Agency/City shall use reasonable efforts to mitigate such damages), and Agency/City may withhold any payments to the Architect for the purpose of set-off or partial payment of the amounts owed the Agency/City as previously stated. 7.9 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall 5-5-09 PBS&J _10- Staff Augmen 01007/0001/62113.01 be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. 8.0 AGENCY/CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non -liability of Agency/City Officers and Employees. No officer or employee of the Agency/City shall be personally liable to the Architect, or any successor in interest, in the event of any default or breach by the Agency/City or for any amount which may become due to the Architect or to its successor, or for breach of any obligation of the terms of this Agreement. 8.2 Conflict of Interest. No officer or employee of the Agency/City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. The Architect warr ants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. When requested by the Contract Officer, prior to the Agency/City's execution of this Agreement, Architect shall provide the Agency/City with an executed statement of economic interest. 8.3 Covenant Against Discrimination. Architect covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the performance of this Agreement. Architect shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin, or ancestry. 9.0 MISCELLANEOUS PROVISIONS 9.1 Notice. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the Agency/City, to the City Manager and to the attention of the Public Services General Manager, CITY OF CARSON, 701 East Carson Street, CARSON, California 90745-2224, and in the case of the Architect, to the person at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section. 9.2 InteEpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply - 5 -5-09 PBS&J Staff Augmen 01007/0001/62113.01 9.3 Intepration-, Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 9.4 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 9.5 CoLporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. 9.6 Toxic Materials. The Architect shall have no responsibility for the discovery, presence, handling, removal or disposal of, or exposure of persons to, hazardous materials or toxic substances in any form at the Project site. 9.7 Contractual relationship with third party. Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Agency/city or Architect. 5-5-09 PBS&J -12- Staff Augmen 01007/0001/62113.01 IN WITNESS WHEREOF, the parties have executed and entered into this Agreement to be effective March 30, 2010. AGENCY: CITY OF CARSON, a public body corporate & politic and a political subdivision of the State of California City M�naerome G. Groomes ATTEST: L taf-y-Helen S. I rawayoe _*@Gfe W 7 7, APPROVED AS TO FORM: 71111 ALESHIRE & WYNDER, LLP ARCHITECT: PBS&J a Florida corporation By: Name: 4) A r) 14- -8�rftkcic 41�2� Title: io Aar,,-, 4�f r— I V Address: cl -L-'7 S V �4 ��i (- (��or "'JC -A CI -2-12-3 By: N4ne: Title: .-G'v2- Address: �-' " ':--t --*,- zoZz' SA�k VMI-C�1 I C/-1 [END OF SIGNATURES] C�Z-k-z-� 5-5-09 PBS&J -13- Staff Augmen 01007/0001/62113.01 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California Countyof San I I ef q0 1—/ A e- M . f�6 seti On J ; ") k zi I ao 10 personally appeared before me, f ar \/ �4. I- - - - - - - - I Ah NNIN Es IN&. OF hR&E I K. -Cum COMMI3111110n # 1 WW 411IM11 Notary Public - California Z San Diego County W—MyComm.Exclre Mar22.2014 ----------- d,o— Aj ( , )-IzL who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s)4s�are subscribed to the within instrument and acknowledged to me that l9eis e/they executed the same in hms�her/their authorized capacity(ies), and that by his�her/their signature(s) 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 California that the foregoing paragraph is true and correct. NITNESS my hand and official seal. Signature: A Am M * Place Notary Seal Above Signature Of Nalary Public OPTIONAL Though the information below 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 or Type of Document: Document Date: Signer(s) Other Than Named Above: — Capacity(ies) Claimed by Signer(s) Signer's Name: El Corporate Officer — Title(s): El Individual [I Partner — 1-1 Limited El General Top of thumb here El Attorney in Fact El Trustee 77 [I Guardian or Conservator El Other: Signer Is Representing: Number of Pages: Signer's Name: El Corporate Officer— Title(s): El Individual 11 Partner — E Limited Ll General Top of thumb here E Attorney in Fact El Trustee E-1 Guardian or Conservator El Other: Signer Is Representing: @ 2009 National Notary Association - NationalNotary.org - 1 -800 -US NOTARY (1 -800-876-6827) Item #5907 EXHIBIT "A" SCOPE OF SERVICES Level of Service: At the direction of the Program Administrator, Consultant shall provide engineering services for the City. Consultant's services primarily include architectural, and civil engineering services for Carson Park Pool Improvement Project. In connection with performance of this Agreement, the Consultant's Project Manager shall be Mr. Dino D'Emilia, P.E.. The Agency's Contract Administrator shall be Mr. Raymond Cruz, the Public Services Group General Manager of the City of Carson. Compensation: Consultant shall present an invoice to City itemizing the duties performed and the amount of time relating to each task. City shall compensate Consultant only upon presentation of such itemized invoice. Consultant shall be responsible for all expenses incurred by Consultant in connection with this Agreement unless otherwise agreed to in the proposal. Maximum Amount: not -to -exceed $10,068 as approved by the City. Scope of Work: 1. Provide schematic design for ADA bathrooms, fixtures and showers and cabinet and table layout for lifeguard room, to allow ADA clearance in bathrooms and changing areas and desk space, ADA ramp into lifeguard room. Plumbing review for location and number of drains and capacity. Excludes: construction documents or details, cost estimates, specifications or demo drawing. Assumptions: City will provide plumbing as-builts or document, size of existing plumbing piping; architectural as-builts would be appreciated, but not necessary for scope delivery. Page I 01007/0001/62113.01 EXHIBIT "B" (AGREEMENT) SPECIAL REQUIREMIENTS (NONE) 01007/0001/62113.01 Page 2 EXHIBIT "C" (AGREEMENT) SCHEDULE OF COMIPENSATION Estimated level of effort and fee: 0 2 hours Sr. Program Manager @ $160 = $320 0 24 hours Sr. Architect III @ $145 = $3,480.00 (2.5 hours expended for scoping meeting) 0 42 hours Architectll @ $115 = $4,830.00 0 8 hours MEP sub consultant @ $143.75 = $1,150.00 Total estimated fee: $10,068.00 (not -to -exceed) Page 3 01007/0001/62113.01 EXHIBIT "D" SCHEDULE OF PERFORMANCE 01007/0001/62113.01 Page 4 ATTACHMENT A SUBCONSULTANT AGREEMENT FOR PROFESSIONAL SERVICES SCOPE OF SERVICES AND TIME SCHEDULE AECOM (Subconsultant) Rincon del Diablo Master Water Facilities Plan (Project) PROJECT NO: 100015413 DATE OF AGREEMENT: June 7,2010 PBS&J desires to retain Mr. Douglas Gillingham of AECOM to ensure continuity and provide timely technical input resulting in the highest quality product for the Rincon del Diablo Municipal Water District. The following Scope of Services provides a description of the work to be accomplished by the Subconsultant as a part of the Project. 1. SCOPE OF SERVICES Subconsultant shall provide engineering services for the Rincon del Diablo Master Water Facilities Plan project per the following scope of work, as it relates to PBS&J's scope of work dated May 18, 2010 in Attachment C: Task 1 —Status Meetings participation 4 hours Task 2 — Initial Review White paper and Workshop 20 hours Task 3.8 — Water Supply Technical Memorandum preparation 56 hours Task 3. 10 — Review of Finance Technical Memorandum 8 hours Task 4 — Final Report review 8 hours Total TIME SCHEDULE 96 hours The tasks outlined above shall be completed per the Master Plan schedule and are anticipated to be completed by January 31, 2011. ATTACHMENT B SUBCONSULTANT AGREEMENT FOR PROFESSIONAL SERVICES FEES AND CONDITIONS AECOM (Subconsultant) Rincon del Diablo Master Water Facilities Plan (Project) PROJECT NO: 100015413 DATE OF AGREEMENT: June 7,2010 FEES AND CONDITIONS A. Compensation for the Services described in Attachment A, Section 1, Scope of Services, will be provided on an hourly rate basis with a not -to -exceed upper limit of $18,000. AECOM will provide up to 100 hours of Douglas Gillingham's time at a standard hourly rate of $180 per hour. Reimburseable costs will be charged at actual costs. B. The designated representative for PBSU is Jennifer Duffy. C. Please refer to the attached Subcontract for Professional Services for Conditions of Service. JD/ds