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,
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(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 $25,000, whichever is less; or in the time to perform of up to one hundred
eighty (180) days may be approved by the Contract Officer. Any greater increases, taken either
separately or cumulatively must be approved by the City Council. It is expressly understood by
Architect that the provisions of this Section shall not apply to services specifically set forth in the
Scope of Services or reasonably contemplated therein. Architect hereby acknowledges that it
accepts the risk that the services to be provided pursuant to the Scope of Services may be more
costly or time consuming than Architect anticipates and that Architect shall not be entitled to
additional compensation therefore.
1.9 Special Requirements. Additional terms and conditions of this Agreement, if any,
which are made a part hereof are set forth in the "Special Requirements" attached hereto as
Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the
provisions of Exhibit "B" and any other provisions of this Agreement, the provisions of Exhibit
"B" shall govern.
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2.0 COMPENSATION
2.1 Contract Sum. For the services rendered pursuant to this Agreement, the
Architect shall be compensated in accordance with the "Schedule of Compensation" attached
hereto as Exhibit "C" and incorporated herein by this reference, but not exceeding the maximum
contract amount of 10,000 dollars ($) ("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
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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
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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
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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
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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.
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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.
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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
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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
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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
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APPROVED AS TO FORM: 71111
ALESHIRE & WYNDER, LLP
ARCHITECT:
PBS&J
a Florida corporation
By:
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Address:
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[END OF SIGNATURES]
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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
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personally appeared
before me, f
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WW 411IM11 Notary Public - California Z
San Diego County
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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