15-039 Prodis Associates Architects for Building & Landscape improvements, Bleacher Shade Canopy, ball safety netting screen project at Wilson Park AGREEMENT BETWEEN THE CITY OF CUPERTINO AND PRODIS ASSOCIATES ARCHITECTS FOR
CONSULTANT SERVICES FOR THE BUILDING AND LANDSCAPE IMPROVEMENT,BLEACHER
SHADE CANOPY AND BALL SAFETY NETTING SCREEN PROJECT AT WILSON PARK
1 fti
THIS AGREEMENT,for reference dated /11/A S-6 y- Li ,2015,is by and between CITY OF
CUPERTINO,a municipal corporation(hereinafter referred to as"City"),and PRODIS ASSOCIATES
ARCHITECTS,a California corporation whose address is 991 West Hedding St.Ste.101,San Jose;CA
(hereinafter referred to as"Consultant"),and is made with reference to the following:
RECITALS:
A.-_ City is-a municipal corporation duly organized and validly existing under the laws of the
State of California with the power to carry on its business as it is now being conducted under the
Constitution and-the statutes of the State of California and the Cupertino Municipal Code.
B. Consultant is specially trained,experienced and competent to perform the special services
which will be required by this Agreement;and
C. Consultant possesses the skill,experience,ability,background,certification and knowledge
to provide the services described in this Agreement on the terms and conditions described herein.
D. City and Consultant desire to enter into an agreement for architectural services for the
Cupertino Room Lights Study upon the terms and conditions herein.
NOW,THEREFORE,it is mutually agreed by and between the undersigned parties as follows:
1. TERM:
The term of this Agreement shall commence on the date this agreement is executed and shall
terminate on December 31,2015,unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED:
Consultant shall perform each and every service set forth in Exhibit"A"titled"Scope of Services"
which is attached hereto and incorporated herein by this reference.
3. SCHEDULE OF PERFORMANCE:
The Services of Consultant are to be completed according to the schedule set forth in Exhibit B,titled
"Schedule of Performance",which is attached hereto and incorporated herein by this reference.
4. COMPENSATION TO CONSULTANT:
The maximum compensation to be paid to Consultant under this agreement shall not exceed
NINETY THREE THOUSAND SD(HUNDRED THIRTY Dollars($93,630).The rate of payment is set forth in
Exhibit C,titled"Compensation",which is attached hereto and incorporated herein.
Consultant shall furnish to City a detailed statement of the work performed for compensation during the
term of this Agreement. Consultant may submit monthly invoices for interim progress payments during the
course of each phase,clearly stating as a minimum the total Contract amount,amount paid to date,percent
complete and amount due.
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City of Cupertino
Design Professional Agreement
For the Wilson Park Projects
5. TIME IS OF THE ESSENCE:
Consultant and City agree that time is of the essence regarding the performance of this Agreement.
6. STANDARD OF CARE:
Consultant agrees to perform all services hereunder in a manner commensurate with the prevailing
standards of like professionals in the San Francisco Bay Area and agrees that all services shall be performed
by qualified and experienced personnel who are not employed by the City nor have any contractual
relationship with City.
7. INDEPENDENT PARTIES:
City and Consultant intend that the relationship between them created by this Agreement is that of
employer-independent contractor. The manner and means of conducting the work are under the control of
Consultant,except to the extent they are limited by statute,rule or regulation and the express terms of this
Agreement. No civil service status or other right of employment will be acquired by virtue of Consultant's
services. None of the benefits provided by City to its employees,including but not limited to,
unemployment insurance,workers'compensation plans,vacation and sick leave are available from City to
Consultant,its employees or agents. Deductions shall not be made for any state or federal taxes,FICA
payments,PERS payments,or other purposes normally associated with an employer-employee relationship
from any fees due Consultant. Payments of the above items,if required,are the responsibility of Consultant.
8. IMMIGRATION REFORM AND CONTROL ACT (IRCA):
Consultant assumes any and all responsibility for verifying the identity and employment
authorization of all of his/her employees performing work hereunder,pursuant to all applicable IRCA or
other federal or state rules and regulations. Consultant shall indemnify and hold City harmless from and
against any loss,damage,liability,costs or expenses arising from any noncompliance of this provision by
Consultant.
9. NON-DISCRIMINATION:
Consistent with City's policy that harassment and discrimination are unacceptable
employer/employee conduct,Consultant agrees that harassment or discrimination directed toward a job
applicant,a City employee,or a citizen by Consultant or Consultant's employee or subcontractor on the basis
of race,religious creed,color,national origin,ancestry,handicap,disability,marital status,pregnancy,sex,
age,or sexual orientation will not be tolerated. Consultant agrees that any and all violations of this
provision shall constitute a material breach of this Agreement.
10. PROJECT COORDINATION
CITY: Director of Public Works shall be representative of City for all purposes under this
Agreement. Alex Acenas, is hereby designated as the Director of Public Works' designee and Project
Manager,and shall supervise the progress and execution of this Agreement.
CONSULTANT: Consultant shall assign a single Consultant Project Manager to have overall
responsibility for the progress and execution of this Agreement for Consultant. Should circumstances or
conditions subsequent to the execution of the Agreement require a substitute Consultant Project Manager for
any reason, the Consultant Project Manager Designee shall be subject to the prior written acceptance and
approval of the City Project Manager.The designated Consultant Project Manager shall be Jean Rose.
11. HOLD HARMLESS:
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City of Cupertino
Design Professional Agreement
For the Wilson Park Projects
A. Indemnity Obligations Subject to Civil Code Section 2782.8.
1. Where the law establishes a standard of care for Consultant's professional services,
and to the extent the Consultant breaches or fails to meet such established standard of care,
or is alleged to have breached or failed to meet such standard of care, Consultant shall, to
the fullest extent allowed by law, with respect to all services performed in connection with
the Agreement, indemnify, defend, and hold harmless the City and its officers, officials,
agents, employees and volunteers from and against any and all liability, claims, actions,
causes of action or demands whatsoever against any of them, including any injury to or
death of any person or damage to property or other liability of any nature, that arise out of,
pertain to, or relate to the negligence, recklessness, or willful misconduct of Consultant or
Consultant's employees, .officers, officials, agents or independent contractors. Such costs
and.expenses shall include-.reasonable attorneys.',fees of counsel of City's_choice,expert-fees,
and all other costs and fees of litigation. -Consultant shall not be obligated under this
Agreement to indemnify City to the extent that-the damage is caused by the sole or active
negligence or willful misconduct of City,its agents or employees.
2. Notwithstanding the foregoing,the Consultant has no duty to provide or to pay for
an up-front defense against unproven claims or allegations, but shall pay or reimburse the
City for its reasonable attorneys' fees of counsel of City's choice, expert fees and all other
costs and fees of litigation to the extent caused by the negligence, recklessness, or willful
misconduct of Consultant or its employees, officers, officials, agents or independent
contractors. However, the Consultant shall provide its immediate and active cooperation
and assistance to the City, at no additional cost to the City, in analyzing, defending, and
resolving such claims.
B. Claims for Other Liability. For all liabilities other than those included within paragraph A.
above, Consultant shall, to the fullest extent allowed by law,indemnify, defend, and hold harmless
the City and its officers, officials, agents, employees and volunteers against any and all liability,
claims, actions, causes of action or demands whatsoever from and against any of them, including
any injury to or death of any person or damage to property or other liability of any nature,that arise
out of, pertain to, or relate to the performance of this Agreement by Consultant or Consultant's
employees, officers, officials, agents or independent contractors. Such costs and expenses shall
include reasonable attorneys'fees of counsel of City's choice,expert fees and all other costs and fees
of litigation. Consultant shall not be obligated under this Agreement to indemnify City to the extent
that the damage is caused by the sole or active negligence or willful misconduct of City,its agents or
employees.
C. Claims involving intellectual property. In addition to the obligations set forth in(A) and(B)
above, Consultant shall indemnify, defend, and hold the City, its elected and appointed officers,
employees, and volunteers,harmless from and against any Claim in which a violation of intellectual
property rights,including but not limited to copyright or patent rights,is alleged that arises out of,
pertains to, or relates to Consultant's negligence, recklessness or willful misconduct under this
Agreement. Such costs and expenses shall include reasonable attorneys' fees of counsel of City's
choice,expert fees and all other costs and fees of litigation.
12. INSURANCE:
On or before the commencement of the term of this Agreement,Consultant shall furnish City with
certificates showing the type,amount,effective dates and dates of expiration of insurance coverage in
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City of Cupertino
Design Professional Agreement
For the Wilson Park Projects
compliance with paragraphs 12A,B,C,D and E. Such certificates,which do not limit Consultant's
indemnification,shall also contain substantially the following statement: "Should any of the above insurance
covered by this certificate be canceled before the expiration date thereof,the insurer affording coverage shall
provide thirty(30)days'advance written notice to the City of Cupertino,Attention:City Manager." It is
agreed that Consultant shall maintain in force at all times during the performance of this Agreement all
appropriate coverage of insurance required by this Agreement with an insurance company that is acceptable
to City and authorized to do insurance business in the State of California. Endorsements naming the City as
additional insured in relation to the commercial general liability and commercial automobile liability policies
shall be submitted with the insurance certificates.
A. COVERAGE:
Consultant shall maintain the following insurance coverage: -
- (1) Workers' Compensation:
Statutory coverage as required by the State of California.
(2) Liabili
Commercial general liability coverage in the following minimum limits:
Bodily Injury: $500,000 each occurrence
$1,000,000 aggregate-all other
Property Damage: $100,000 each occurrence
$250,000 aggregate
If submitted,combined single limit policy with aggregate limits in the amounts of
$1,000,000 will be considered equivalent to the required minimum limits shown
above.
(3) Automotive:
Commercial automotive liability coverage in the following minimum limits:
Bodily Injury: $500,000 each occurrence
Property Damage: $100,000 each occurrence OR
Combined Single Limit: $500,000 each accident
(4) Professional Liability:
Professional liability insurance which includes coverage for the professional acts,
errors and omissions of Consultant in the amount of at least$1,000,000 per claim
and in the aggregate.
B. SUBROGATION WAIVER:
Consultant agrees that in the event of loss due to any of the perils for which he/she has agreed to
provide commercial general and automotive liability insurance,Consultant shall look solely to
his/her insurance for recovery. Consultant hereby grants to City,on behalf of any insurer providing
commercial general and automotive liability insurance to either Consultant or City with respect to
the services of Consultant herein,a waiver of any right to subrogation which any such insurer of
said Consultant may acquire against City by virtue of the payment of any loss under such insurance.
C. FAILURE TO SECURE:
If Consultant at any time during the term hereof should fail to secure or maintain the foregoing
insurance,City shall be permitted to obtain such insurance in the Consultant's name or as an agent
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City of Cupertino
Design Professional Agreement
For the Wilson Park Projects
of the Consultant and shall be compensated by the Consultant for the costs of the insurance
premiums at the maximum rate permitted by law and computed from the date written notice is
received that the premiums have not been paid.
D. ADDITIONAL INSURED:
City,its City Council,boards and commissions,officers,employees and volunteers shall be named
_ as an additional insured under all insurance coverage,except any worker's compensation and
professional liability insurance,required by this Agreement. An additional insured named herein
shall not be held liable for any premium,deductible portion of any loss,or expense of any nature on
this policy or any-extension thereof. Any other insurance held by an additional insured shall not be
required to contribute anything toward any loss or expense covered by the insurance provided by
y.. . this policy.
E. SUFFICIENCY OF INSURANCE:
The insurance limits required by City are not represented as being sufficient to protect Consultant.
Consultant is advised to confer with Consultant's insurance broker to determine adequate coverage
for Consultant.
13. CONFLICT OF INTEREST:
Consultant warrants that it is not a conflict of interest for Consultant to perform the services
required by this Agreement. Consultant may be required to fill out a conflict of interest form if the services
provided under this Agreement require Consultant to make certain governmental decisions or serve in a
staff capacity as defined in Title 2,Division 6,Section 18700 of the California Code of Regulations.
14. PROHIBITION AGAINST TRANSFERS:
Consultant shall not assign,sublease,hypothecate,or transfer this Agreement,or any interest
therein,directly or indirectly,by operation of law or otherwise,without prior written consent of City. Any
attempt to do so without said consent shall be null and void,and any assignee,sublessee,hypothecate or
transferee shall acquire no right or interest by reason of such attempted assignment,hypothecation or
transfer. However,claims for money by Consultant from City under this Agreement may be assigned to a
bank,trust company or other financial institution without prior written consent. Written notice of such
assignment shall be promptly furnished to City by Consultant.
The sale,assignment,transfer or other disposition of any of the issued and outstanding capital stock
of Consultant,or of the interest of any general partner or joint venturer or syndicate member or cotenant,if
Consultant is a partnership or joint venture or syndicate or co-tenancy,which shall result in changing the
control of Consultant,shall be construed as an assignment of this Agreement. Control means fifty percent
(50%)or more of the voting power of the corporation.
15. SUBCONTRACTOR APPROVAL:
Unless prior written consent from City is obtained,only those people and subcontractors whose
names are included in this Agreement shall be used in the performance of this Agreement.
In the event that Consultant employs subcontractors,such subcontractors shall be required to
furnish proof of workers'compensation insurance and shall also be required to carry general,automobile
and professional liability insurance in reasonable conformity to the insurance carried by Consultant. In
addition,any work or services subcontracted hereunder shall be subject to each provision of this Agreement.
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City of Cupertino
Design Professional Agreement
For the Wilson Park Projects
16. PERMI'T'S AND LICENSES:
Consultant,at his/her sole expense,shall obtain and maintain during the term of this Agreement,all
appropriate permits,certificates and licenses including,but not limited to,a City Business License,that may
be required in connection with the performance of services hereunder.
17. OWNERSHIP OF WORK:
A. - Any interest(including copyright interests)of Consultant and its subconsultants in each and
every study,document,report,draft,memoranda,work product,map,record,plan,drawing,
specification and other deliverable,in any medium prepared or created by Consultant or its
subconsultants pursuant to or in connection with this Agreement,shall be the exclusive property of
City. To the extent permitted by Title 17 of U.S. Code,all work product prepared or created under
this Agreement shall be deemed works for hire and all copyrights in such works shall be the
property of City. In the event that it is ever determined that any works prepared or created by
Consultant or any subconsultant under this Agreement are not works for hire under U.S.law,
Consultant hereby assigns to City all copyrights to such works when and as created. With Owner's
prior written approval,Consultant may retain and use copies of such works for reference and as
documentation of its experience and capabilities and in its promotional materials. With respect to
Consultant's standard details,Consultant may retain the copyright,but grants to City a perpetual
non-exclusive license to use such details in connection with the Project.
B. Without limiting any other City right to any of the works prepared or created by Consultant
or its subconsultants, all works may be used by City in execution or implementation of:
(1) The original Project for which Consultant was hired;
(2) Completion of the original Project by others;
(3) Subsequent additions to the original project;and/or
(4) Other City projects as appropriate.
C. Any City reuse of works shall be subject to California Business and Professions Code
Sections 5536.25,6735,6735.3 or 6735.4,if and to the extent applicable. Any City reuse of works for
any purpose other than those in B(1)through B(3)above,and any modifications to any of the works,
shall be at City's sole risk and expense.
D. Consultant shall,at such time and in such form as City may require,furnish reports
concerning the status of services required under this Agreement.
E. All written work required to be provided by this Agreement(other than large-scale
architectural plans and similar items)shall be printed on recycled paper and shall be copied on both
sides of the paper except for one original,which shall be single sided.
F. No work,information or other data given to or prepared created or assembled by
Consultant or any of its subconsultants pursuant to this Agreement,shall be made available to any
individual or organization by Consultant or any subconsultant without prior approval by City.
G. Electronic and hard copies of Consultant's work product shall constitute the Project
deliverables.Plans shall be in CAD and PDF formats,and other documents shall be in Microsoft
Word and PDF formats.
18. RECORDS:
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City of Cupertino
Design Professional Agreement
For the Wilson Park Projects
Consultant shall maintain complete and accurate records with respect to sales,costs,expenses,
receipts and other such information required by City that relate to the performance of services under this
Agreement.
Consultant shall maintain adequate records of services provided in sufficient detail to permit an
evaluation of services. All such records shall be maintained in accordance with generally accepted
accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free
access to such books and records to the representatives of City or its designees at all proper times,and gives
City the right to examine and audit same,and to make transcripts there from as necessary,and to allow
inspection of all work,data,documents,proceedings and activities related to this Agreement. Such records,
together with supporting documents,shall be kept separate from other documents and records and shall be
maintained for a period of three(3)years after receipt of final payment.
If supplemental examination or audit of the records is necessary due to concerns raised by City's.
preliminary examination or audit of records,and the City's supplemental examination or audit of the records
discloses a failure to adhere to appropriate internal financial controls,or other breach of contract or failure to
act in good faith,then Consultant shall reimburse City for all reasonable costs and expenses associated with
the supplemental examination or audit.
19. NOTICES:
All notices,demands,requests or approvals to be given under this Agreement shall be given in
writing and conclusively shall be deemed served when delivered personally or on the second business day
after the deposit thereof in the United States Mail,postage prepaid,registered or certified,addressed as
hereinafter provided.
All notices,demands,requests,or approvals from Consultant to City shall be addressed to City at:
City of Cupertino
Attention:Alex Acenas,Public Works Project Manager
10300 Torre Ave.
Cupertino CA 95014
All notices,demands,requests,or approvals from City to Consultant shall be addressed to
Consultant at:
Prodis Associates Architects
Attn:Jean Rose
991 West Hedding St.Ste. 101
San Jose,CA 95126
20. TERMINATION:
In the event Consultant fails or refuses to perform any of the provisions hereof at the time and in the
manner required hereunder,Consultant shall be deemed in default in the performance of this Agreement. If
such default is not cured within the time specified after receipt by Consultant from City of written notice of
default,specifying the nature of such default and the steps necessary to cure such default,City may
terminate the Agreement forthwith by giving to the Consultant written notice thereof.
City shall have the option,at its sole discretion and without cause,of terminating this Agreement by
giving seven(7)days'prior written notice to Consultant as provided herein. Upon termination of this
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City of Cupertino
Design Professional Agreement
For the Wilson Park Projects
Agreement,each party shall pay to the other party that portion of compensation specified in this Agreement
that is earned and unpaid prior to the effective date of termination.
In the event of termination,Consultant shall deliver to City,copies of all reports,documents,and
other work performed by Consultant under this Agreement.
21. COMPLIANCES:
Consultant shall comply with all state or federal laws and all ordinances,rules and regulations
enacted or issued by City.
22. CONFLICT OF LAW:
- This Agreement shall be interpreted under,and enforced by the laws of the State of California
excepting any choice of law rules which may direct the application of laws of another jurisdiction. The
Agreement and obligations of the parties are subject to all valid laws,orders,rules,and regulations of the
authorities having jurisdiction over this Agreement(or the successors of those authorities.)
Any suits brought pursuant to this Agreement shall be filed with the courts of the County of Santa
Clara,State of California.
23. ADVERTISEMENT:
Consultant shall not post,exhibit,display or allow to be posted,exhibited,displayed any signs,
advertising,show bills,lithographs,posters or cards of any kind pertaining to the services performed under
this Agreement unless prior written approval has been secured from City to do otherwise.
24. WAIVER:
A waiver by City of any breach of any term,covenant,or condition contained herein shall not be
deemed to be a waiver of any subsequent breach of the same or any other term,covenant,or condition
contained herein,whether of the same or a different character.
25. INTEGRATED CONTRACT:
This Agreement represents the full and complete understanding of every kind or nature whatsoever
between the parties hereto,and all preliminary negotiations and agreements of whatsoever kind or nature
are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof.
Any modification of this Agreement will be effective only by written execution signed by both City and
Consultant.
26. GIFTS:
A. Consultant is familiar with City's prohibition against the acceptance of any gift by a City
officer or designated employee,which prohibition is found in City Administrative Procedures.
B. Consultant agrees not to offer any City officer or designated employee any gift prohibited by
the Administrative Procedures.
C. The offer or giving of any prohibited gift shall constitute a material breach of this Agreement
by Consultant. In addition to any other remedies, City may have in law or equity, City may
terminate this Agreement for such breach as provided in Section 19 of this Agreement.
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City of Cupertino
Design Professional Agreement
For the Wilson Park Projects
27. INSERTED PROVISIONS:
Each provision;and clause required by law to be inserted into the Agreement shall be deemed to be
enacted herein,and the Agreement shall be read and enforced as though each were included herein. If
through mistake or otherwise,any such provision is not inserted or is not correctly inserted,the Agreement
shall be amended to-make such insertion on application by either party.
-28.--- .-CAPTIONS:
The captions-in this Agreement are for convenience only,are not a part of the Agreement and in no
-way affect;limit or amplify the terms or provisions of this Agreement.
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City of Cupertino
Design Professional Agreement
For the Wilson Park Projects
P.O.No.: �2-D I ct
IN WITNESS WHEREOF,the parties have caused the Agreement to be executed.
CONSULTANT CITY OF CUPERTINO
A Municipal Corporation
P, ciates Architects
13 B
Timm Borden,Director of Public Works
Name 3� IT _r
Date � L r f-5
Title
Date �
Tax I.D.No.: C - q761
Address:
-��� APPROVED AS TO FORM:
� 0��v ��
,.
Carol Korade,City Attorney
ATTEST:
P
-f3-(.s
Grace Schmidt,City Clerk
Contract Amount:$93,630
Account Nos.
y I/ Ovo Bldg&Landscape Impvts: 580-9278(old)
580-90-945-900-905-P W 003-
02-02
035/4,�'p Bleacher Shade Canopy: 580-9166(old)
580-90-908-900-905-P W002-
02-02
11% 100 Ball Safety Netting Screens: 580-9165(old)
580-90-907-900-905-P W001-
02-02
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City of Cupertino
Design Professional Agreement
For the Wilson Park Projects
EXHIBIT A
SCOPE OF SERVICES
CONSULTANT shall perform professional services as detailed in the.following sections related
to the design, bidding and construction for the Building and Landscape Improvement,Bleacher
Shade Canopy-and Ball Safety Netting Screen Project located at Wilson Park, Cupertino,CA.
•SECTION 1:.
A.. General PROJECT Description:The PROJECT-involves.de sign`development,
construction document preparation,bid support, and construction administration
services for the Building and Landscape Improvement,Bleacher Shade Canopy and Ball
Safety Netting Screen project. The intent of the project is to renovate and upgrade the
existing Recreation Building used for ceramics and pottery classes,upgrade existing
plumbing supply and drain lines as needed,upgrade electrical service, renovate the
landscaping around the existing Recreation Building,provide an accessible path of
travel from the right-of-way to the building,provide a new bleacher shade canopy
between Fields 1 and 2 and provide ball safety netting screens at Fields 1 and 2.The
amount available for construction of the PROJECT,including contingencies for design,
bidding and price escalations,but excluding compensation to CONSULTANT,
construction management consultant is approximately($287,000) TWO HUNDRED
EIGHTY SEVEN THOUSAND DOLLARS("CONSTRUCTION BUDGET").
B. General Performance Requirements:
1. The performance of all services by CONSULTANT shall be to the satisfaction of
the CITY,in accordance with the express terms hereof,including but not limited
to the terms set out in detail in this scope of services and the standard of care
provisions contained in this AGREEMENT.
2. The CITY's Department of Public Works shall manage the PROJECT and this
AGREEMENT. CONSULTANT shall receive final direction from the CITY's
Director of Public Works or his/her authorized designee(hereinafter collectively
"CITY") only. The CITY shall resolve any conflicting direction from other
groups, departments or agencies.
3. CONSULTANT shall coordinate this scope of services with the CITY as well as
with other CITY consultants and contractors, as needed or as directed by the
CITY. CONSULTANT shall schedule meeting and prepare meeting agendas and
minutes for all PROJECT meetings during the design phase under the scope of
work. All minutes of meetings are due to the CITY within five (5)working days
after the meeting. CONSULTANT shall provide copies of such documentation to
the CITY, and as directed by the CITY,to other appropriate agencies and entities.
CONSULTANT shall coordinate all responses to comments through the CITY.
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Prodis Associates Architects Agreement
Wilson Park Projects
Exhibits
-4. CONSULTANT shall designate and provide to the CITY the names of their team
members for the PROJECT. The team members shall be satisfactory to the CITY.
CONSULTANT shall not substitute any team members without the prior approval
of the CITY.
5. CONSULTANT's services shall be performed as expeditiously as is consistent
with professional skill and care and the orderly process of the work. The
schedule for the performance included in EXHIBIT B,may be adjusted by mutual
agreement.
6. CONSULTANT shall manage its SUBCONSULTANTS, and administer the
PROJECT. CONSULTANT shall consult with the CITY,research applicable.
design criteria, and communicate with members of the PROJECT team.
7. When the CITY determines that the PROJECT requirements have been
sufficiently identified, CONSULTANT shall prepare and update a PROJECT
schedule for the CITY at the beginning of each TASK as defined in SECTION 2-
"TASK" of this EXHIBIT A. The PROJECT schedule shall identify milestone
dates for decisions required of the CITY, design services furnished by
CONSULTANT and CONSULTANT's SUBCONSULTANTS, dates of reviews
and approvals required by all governmental agencies that have jurisdiction over
the PROJECT, deliverables to be furnished by CONSULTANT, completion of
documentation provided by CONSULTANT, commencement of construction
and substantial completion of the construction of the PROJECT, and as identified
in the exhibits under this AGREEMENT.
8. CONSULTANT shall submit construction documents to the CITY, according to
SECTION 2—"TASKS", of this EXHIBIT A for purposes of evaluation and
approval by the CITY. The CITY including the Department of Public Works
Engineering and City Facilities and Department of Parks and Recreation will
review the documents during each phase. CONSULTANT will meet with the
CITY for progress review at various stages of the PROJECT. CONSULTANT will
be responsible for causing the appropriate SUBCONSULTANT(S) to attend any
meetings included in this SCOPE OF SERVICES. CONSULTANT shall make
revisions to the construction documents as required for each task in a timely
manner.
9. CONSULTANT shall assist the CITY, as requested by the CITY,in connection
with the CITY's responsibility for filing documents required for the approval of
governmental authorities having jurisdiction over the PROJECT, including
submitting to the CITY's Building Department for a building permit if required.
10. CONSULTANT shall prepare and present to the CITY an Organization Chart,
Directory, and Communication Flow Chart at the PROJECT Kick-Off Meeting.
This meeting shall introduce team members,establish routes of communication,
and discuss the participants'roles,responsibilities, and authority.
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Prodis Associates Architects Agreement
Wilson Park Projects
Exhibits
C: Estimate of Probable Construction Cost:CONSULTANT shall be responsible to design
the PROJECT and provide an Estimate of Probable Construction Cost consistent with the
following procedures and requirements.
1. . CONSULTANT shall be responsible for designing the PROJECT so that the
Estimate of Probable Construction Cost is less than or equal to the
CONSTRUCTION BUDGET established by the CITY for the PROJECT.The Project-
Construction Biidget shall be provided by the CONSULTANT as a summary sheet
_with.submittal-:of each required Estimate of Probable Construction Cost,showing
comparisons --ost evolution for the PROJECT. As the design process progresses
CONSULTANT=shall update and refine the Estimate of Probable Construction
Costas required in SECTION 2—"SCOPE OF SERVICES" of this EXHIBIT A.
CONSULTANT shall advise the CITY in writing of any adjustments to previous
Estimates of Probable Construction Cost indicated by changes in PROJECT
requirements or general market conditions.
2. Should the Estimate of Probable Construction Cost exceed the CONSTRUCTION
BUDGET, CONSULTANT shall, during the design phases of the project,revise,
without additional cost to the CITY,the design documents and/or Construction
Documents incorporating scope and quality changes to reduce the estimated
costs for construction,to within the CONSTRUCTION BUDGET.
CONSULTANT shall make changes only as approved by the CITY in writing.
Reductions in scope may be required to meet the CITY's budget, and the CITY
will not unreasonably withhold permission for such reductions in scope order
for the CONSULTANTS to meet the budget.Notwithstanding the foregoing,to
the extent the Estimate of Probable Construction Cost exceeds the
CONSTRUCTION BUDGET due to any program, design or budget changes,
initiated and authorized by the CITY which are beyond CONSULTANT's
control, any changes required in the design documents,shall be considered as
Additional Services as noted in EXHIBIT C of this AGREEMENT.
3. In preparing the Estimate of Probable Construction Cost,CONSULTANT,in
consultation with the CITY,shall do each of the following: (a)include
contingencies for design,bidding, and price escalations to determine which
materials,equipment, component systems and type of construction are to be
included in the PROJECT, and(b)make reasonable adjustments and/or to value
engineer various items in all required submittal cost estimates of the PROJECT,
including alternate bids,in order to adjust the estimated construction cost to be
less than or equal to the CONSTRUCTION BUDGET.
4. If bidding has not commenced within 90 days after CONSULTANT submits the
Construction Documents to the CITY,CONSULTANT shall adjust the Estimate
of Probable Construction Cost to reflect changes in the general level of prices in
the construction industry.This will be an additional service.
5. CONSULTANT shall identify, develop and incorporate into the Construction
Documents "Add or Deduct Alternate"construction cost elements that may be
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chosen to meet the City's budget. Alternates shall be approved by the CITY
before being incorporated into the Construction Documents.
6. Should the lowest responsive bid exceed the CONSTRUCTION BUDGET by
more than ten percent(10%),CONSULTANT shall,if directed by the CITY,
submit without additional cost to the CITY,revised Construction Documents
reflecting changes,approved by the CITY,to reduce the Construction Costs to
within the CONSTRUCTION BUDGET.The CITY acknowledges that the
CONSULTANT does not control market conditions and agrees that they may
allow reductions in scope in order to meet the CITY's'construction budget:
SECTION 2. TASKS -
TASK#1:PROGRAM AND SCHEMATIC DESIGN
This task shall include the following items:
• Attend startup meeting.Review scope of services,program,schedule and construction
budget with City
• Survey existing building and prepare existing CAD drawings
• Develop design sketches and review with City
• Coordinate subconsultants'work.
• Research materials
• Prepare schematic floor plans and present to City
• Revise plans incorporating comments
TASK#2:DESIGN DEVELOPMENT(DD):
This task shall include the following items:
• Based on comments from Task#1,prepare 50%DD drawings for City review to include
Title Sheet,Site Plan,Shade Structure Plan,Elevations,Building Plan,Demolition Plan,
Interior Elevations
• Prepare outline specifications
• Prepare DD construction cost estimate
TASK#3: CONSTRUCTION DOCUMENTS (CD):
This task shall include the following items:
• Based on comments from Task#2, develop 75%CD for City review to include Title
Sheet,Site Plan, Shade Structure Plan,Elevations,Section,Building Floor Plan,
Demolition Plan,Building Section,Interior Elevations,Finish Schedule,Architectural
Details
• Coordinate the following with City:
- Construction phasing
- Construction staging and separation of useable spaces from construction zones
- Electrical and plumbing infrastructure and the impact of construction on the park
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• Prepare architectural specifications
• Based on City comments re 75%CD, complete 100%CD
• Submit documents for building permit.Revise drawings in response to plan check
comments and resubmit
- • Prepare 100%CD construction cost estimate
TASK#4:BIDDING AND CONSTRUCTION ADIVII'NISTRATION:
This task shall-include the following items:
• ; _Attend.pre-bid meeting,respond to Requests for.Information(RFI) during the bid phase
andprepare a end -
• Attend pre-construction meeting
• Respond to RFI during the construction phase and furnish clarifications
• Review submittals and shop drawings
• Review proposed substitutions for conformance to drawings and specifications
• Attend (12)project meetings,including on-site construction reviews and furnish written
reports when needed
• Communicate and coordinate construction issues with subconsultants
• Participate in the initial punch walk,prepare final punch list and participate in the back
punch walk.
Note: City shall be responsible for bidding,preparing and issuing contracts, arranging for
testing and inspections, reviewing and processing payment requests.
ADDITIONAL-SERVICES
Consultant Services beyond the work in these tasks may be provided by CONSULTANT as
Additional Services only if such Additional Services are authorized in writing by the CITY
in advance. An Additional Services amount of SIX THOUSAND DOLLARS($6,000) is
made a part of this agreement. Additional services may be paid for as a negotiated
maximum not to exceed amount or by a time and materials cost accounting with a
maximum not to exceed.
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EXHIBIT B
SCHEDULE OF PERFORMANCE
CONSULTANT shall complete all work by December 31,2015.
The following sets forth the`distribution of CONSULTANT's Schedule of Performance for each
project.The CITY may approve in writing the extension of any milestone date set in this .
Exhibit.
Task#1: Program and-Schematic Desi 2 weeks after
g � --
Notice to
Proceed(NTP)
for this phase
Task#2 Design Development 4 weeks after
Notice to
Proceed (NTP)
for this phase
Task#3 Construction Documents 8 weeks after
Notice to
Proceed(NTP)
for this phase
Task#4: Bidding and Construction Administration 12 weeks after
Notice to
Proceed (NTP)
for this phase
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EXHIBIT C
COMPENSATION
A. Maximum Compensation.
The CITY agrees to compensate CONSULTANT for professional services performed in
accordance with-the terms and conditions of this AGREEMENT. The maximum amount of
compensation to be paid to CONSULTANT under this AGREEMENT,including both,payment
for;professional services, additional services and reimbursable expenses;°shall riot=ezceed
NINETY.THREE..THOUSAND SIX HUNDRED THIRTY DOLLARS($.93,63.0).,,CONSULTANT... __
-agrees that it shall perform all of the services set forth in Exhibit A.of this.AGREEMENT,except -, __ =for additional services required-pursuant to Section 2,TASKS and inclusive of reimbursable -
expenses,for the maximum not to exceed amount of EIGHTY SEVEN THOUSAND SIX
HUNDRED THIRTY DOLLARS($87,630). The maximum amount of Additional Services
authorized under Section G of this EXHIBIT C is SIX THOUSAND DOLLARS($6,000).
B. Method of Payment
For Task Nos. 1 through 4, CONSULTANT shall,during the term of this AGREEMENT,invoice
the CITY monthly based upon a percentage of completion of each milestone set forth below in
the Payment Schedule (Schedule D below)for services performed,and reimbursable expenses
incurred if applicable,in completing that milestone under this AGREEMENT. (Hereinafter
"Invoice.") Provided CONSULTANT has completed the services and incurred the reimbursable
expenses covered by the Invoice in accordance with the provisions of this AGREEMENT, as
determined by the CITY,the CITY shall pay CONSULTANT the amount shown on the Invoice
within thirty(30)working days of receipt of the Invoice.
The Invoice shall be based on the percentage of milestone completed, and it shall describe the
topics and tasks completed during the Invoice period in accordance with the Budget Schedule
and Payment Schedule set forth below. The Invoice shall list work completed and reimbursable
expenses if applicable,in accordance with the Budget Schedule and Payment Schedule set forth
below. CONSULTANT also shall include supporting documents for any reimbursable
expenses. The Invoice shall also show the total to be paid for the Invoice period.
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C. Budget Schedule
The Budget Schedule for this AGREEMENT shall be as follows:
Task
Task Description Compensation
Task#1: Schematic Design/Design Development . $ 17,500
Task#2: Design Development $22,000
Task#3: Construction Documents $27,330
Task#4: Bidding and Construction Administration $20,800
Subtotal Basic Services
Additional Services $6,000
TOTAL $93,630
CONSULTANT shall not exceed any of the specified budget amounts for any Task without prior
written authorization from the CITY. The CITY may approve in writing the transfer of budget
amounts between any of the Tasks listed above provided the total AGREEMENT amount does
not exceed NINETY THREE THOUSAND SIX HUNDRED THIRTY DOLLARS ($93,630).
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D. Payment Schedule
The Payment Schedule for this AGREEMENT shall be as follows:
TASK MILESTONE PERCENT OF TASK
-- COMPENSATION PAID
UPON COMPLETION OF. .---
'MILESTONE
F. ...-'MILE T NE . ..� .-
Task;#1- Schematic Design/Design Development --- 100%
Task#2- Construction Documents 100%
Task#3-Design Development 100%
Task#4- Bidding and Construction Administration Services 100%
Additional Services Paid Pursuant to Subsection G
below
E. Subconsultant Services.
CONSULTANT is directly responsible for any payment for SUBCONSULTANT work on this
PROJECT. SUBCONSULTANT work on this PROJECT is included in the Budget Schedule
shown above and shall be billed to the CITY by CONSULTANT as part of the Basic Services.
F. Reimbursable expenses.
Reimbursable expenses are included in CONSULTANT's lump sum compensation,including,
but not limited to,any expenses related to CONSULTANT's internal plan checks, CAD test
prints, 81/2"x 11" copies or fax copies. Plotting and Printing for public distribution will be the
responsibility of the CITY. There are no separate reimbursable expenses for Basic Services
performed under Tasks 1-4 of EXHIBIT A.
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G. Additional Services.
CONSULTANT shall not perform Additional Services without prior written authorization of
the CITY. Additional Services shall be separately negotiated to be paid on a lump sum or a time
and material basis at the rates set forth herein,as authorized by the CITY. The CITY has set
aside the sum of SIX THOUSAND DOLLARS ($6,000)for the payment of Additional Services.
The CITY shall not authorize and CONSULTANT shall not perform any Additional Services
that result in charges in excess of the above amount.
CONSULTANT shall submit.an Invoice to the CITY for payment on a monthly basis for
authorized Additional Services rendered during the previous month. In the event Additional
Services are authorized,CONSULTANT shall submit Invoices in accordance with the
CONSULTANT hourly rate schedule attached to this EXHIBIT C. The rates shown in the
EXHIBIT C-1 sall stay in effect during the full term of the contract. The CITY shall pay
Additional Services Invoices as provided in this EXHIBIT C.
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EXHIBIT C-1
CONSULTANT HOURLY RATES FOR ADDITONAL SERVICES
Senior Principal(design& admin.) $ 180.00 per hour
Principal $ 150.00 per hour
Clerical $ 60.00 per hour
Expert Wittness (Consultation, Testimony,Deposition)__ $300.00 per hour
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